Kalman & Associates advises clients on structuring transactions to minimize environmental liabilities in connection with acquisitions, divestitures, and financings. Our services encompass all aspects of a transaction, including completion of environmental due diligence investigations, evaluation and quantification of environmental risk, and counseling in risk allocation determinations.

We draft and negotiate complex environmental provisions of merger, loan, and purchase and sale agreements, environmental insurance policies, remediation and participation agreements, and prospective purchaser agreements. For sellers, we negotiate agreements in which our clients retain significant control over the scope and cost of cleanup. For purchasers, we draft broad indemnity provisions and negotiate substantial price reductions to account for environmental concerns. On behalf of lenders, we assist with the investigation of adverse environmental conditions and prepare contract provisions to limit the potential for lender liability.

Our attorneys’ familiarity with environmental investigatory and remediation techniques and extensive technical backgrounds allow them to quickly assess the risk associated with a given transaction and identify appropriate mitigation strategies, provide transaction structuring advice, and, when necessary, oversee post-closure environmental compliance activities.

Kalman & Associates’ transactional matters are handled by an experienced team of attorneys that emphasize problem-solving and cost-effective solutions in a wide array of environmental matters, including:

  • Acquisitions, divestitures and finance;

  • Corporate transactions;

  • Identification and assessment of potential liabilities associated with current and legacy industrial facilities;

  • Due diligence investigations and environmental impact studies;

  • Applicability determinations under state environmental transfer laws, such as New Jersey’s Industrial Site Recovery Act (ISRA) and the Connecticut Transfer Act;

  • Drafting and negotiating escrow agreements, holdbacks, and other funding arrangements to facilitate the purchase and sale of environmentally impaired properties and businesses;

  • Procurement of environmental cleanup and impairment liability insurance, including finite risk and remediation cost-cap policies;

  • Loan initiations, workouts, foreclosures, and restructuring;

  • Post-closing advice on environmental compliance and operational issues, transaction-triggered environmental assessment and remediation requirements, and implementation of indemnity and cost-sharing agreements; and

  • Defending and resolving government claims for liability and windfall liens.