Environment: transactional in United States
Based in New York, the ‘stellar’ practice at Cravath, Swaine & Moore LLP is a particularly lean one, with three dedicated practitioners handling the full range of environmental issues arising from business transactions, including acquisitions and divestitures, secured lending and acquisition financings, equity and debt offerings and initial public offerings, as well as related regulatory and litigation matters. The team's clients include Johnson & Johnson, Crown Castle International, Mylan, and IBM, and it is being retained by The Walt Disney Company in its pending $85bn acquisition of 20th Century Fox. Further, the team acted for the underwriters, led by Citigroup, JP Morgan, Barclays, Credit Suisse, HSBC, RBC Capital Markets, BofA Merrill Lynch and Deutsche Bank Securities, in the €450m offering of registered high-yield senior notes by The Chemours Company, listed on the Irish Stock Exchange. The ‘fabulous’ Matthew Morreale heads the practice, and senior attorney Annmarie Terraciano is also recommended.
Kirkland & Ellis LLP is valued by clients for its deep bench and combination of technical and commercial skills. It is routinely involved in environmental due diligence, pre-deal counselling, environmental risk allocation and mitigation, analysis of the environmental regulatory landscape, negotiation of environmental insurance policies, and enforcement and defence of indemnity claims. The outfit has a strong presence advising clients in the energy sector, where recent highlights have included acting on behalf of Rowan Companies in its $12bn combination with Ensue, and advising Energy Future Holdings on its agreement with Sempra Energy for the acquisition via merger of 100% percent of the client’s equity by a subsidiary of Sempra. The ‘outstanding’ Brian Land co-leads the environmental transactional practice group from Washington DC, where he is also the East Coast practice leader. Other ‘A-players’ in the team include practice co-lead Paul Tanaka, who divides his time between San Francisco and Houston, and Washington DC-based Alexandra Farmer and associate Jennie Morawetz. Also in the Washington DC, Jonathan Kidwell is ‘among the most commercial environmental attorneys in the market’. Other key practitioners include Stefanie Gitler in San Francisco, and Sara Michaelchuck Webber, Jeanne Cohn-Connor and Toby Chun in Washington DC.
Focusing on private equity, energy, chemicals and manufacturing, and working closely with the firm’s international network, Latham & Watkins LLP is involved in high-end transactions, which recently included advising the Carlyle Group on the environmental aspects of its €10.1bn acquisition of Akzo Nobel’s specialty chemicals business. In addition, the team advised US-based power plant operator ContourGlobal on negotiations with the Government of Kosovo regarding a €1.4bn project to develop, finance, construct, own and operate a state-of-the-art lignite-fired generation facility to replace current generation. The key figure in the team is James Barrett, who co-chairs the environmental regulation and transactions practice, and acts as chair of the Washington DC environment, land and resources department. Barrett is ‘professional to a T’; he is ’diligent, commercial, and easy to get along with’. New York’s Jean-Philippe Brisson advised Leonard Green & Partners on its $2.2bn acquisition of Pro Mach, a designer, manufacturer, and seller of packaging and processing products. Also recommended is Houston-based Joel Mack, who advised Silver Run Acquisition Corporation (an energy-focused SPV of Riverstone Holdings) on its $3.8bn acquisition of Kingfisher Midstream, a private provider of midstream services, and Alta Mesa, an independent exploration and production company.
Weil, Gotshal & Manges LLP fields a compact team that advises on M&A and corporate disposals, financings, restructurings and liquidations, as well as real estate and infrastructure development, securities disclosure, and warranties insurance and loan guarantees. In highlight work the firm assisted Westinghouse Electric with its $9.8bn Chapter 11 case; acted for Brookfield Asset Management and Brookfield Property Partners in the latter’s $14.4bn acquisition of the approximately 66% of common stock that it did not already own in GGP; and also acted for General Electric in the $2.6bn sale of GE Industrial Solutions to ABB. The Washington DC-based team is headed by the ‘terrific’ Annemargaret Connolly, who is considered ‘one of the best environmental transactional lawyers in the country’. Also recommended are counsels Thomas Goslin, Matthew Morton and John O’Loughlin, also based in Washington DC.
Allen & Overy LLP
Allen & Overy LLP’s practice centers around domestic and international transactions and deal-related indemnity disputes involving product responsibility; it also has expertise in REACH and related chemicals regulation, climate change and emissions trading, contaminated land and shipping matters. The team advised key client General Electric on several matters, including the $11.1bn merger between its transportation business and Westinghouse Air Brake Technologies, the $3.3bn sale of its distributed power business to Advent International, the $120m sale of its lighting business in Hungary, and the $5.6bn sale of its Appliances business. In other work, the team assisted Total in its $2bn acquisition of Engie’s portfolio of upstream LNG assets. The ‘terrific and very commercial’ Ken Rivlin leads the team and acts as GE’s lead outside transactional environmental lawyer. Key support comes from senior counsels Felise Cooper and Maria Christopher-Bell. All named lawyers are based in New York.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP punches above its weight, having a broad practice with expertise in domestic and international M&A, capital markets, insolvency and restructuring, regulatory and corporate governance, climate change and renewable energy, real estate and project finance. In recent highlights, the team advised Emerson Electric on the liabilities for existing cleanup projects as part of its $810m acquisition of Textron’s tools and test equipment business, and also advised ABB on asbestos and environmental cleanup and compliance issues in the context of its approximately $2.6bn acquisition of GE Industrial Solutions. Highly regarded New York counsels Loyti Cheng and Betty Huber co-head the environmental group.
Simpson Thacher & Bartlett LLP has a strong transactional practice that has expertise acting in regulated sectors, and has a strong client base of private equity investors. The practice group advises on environmental risk analysis, regulatory developments, liabilities arising out of environmental conditions, and compliance with statutory and regulatory obligations, in the context of M&A, bankruptcy, capital markets, and banking and finance transactions. It advised Gerdau on the $600m sale of rebar production, fabrication and placing operations to Commercial Metals; that deal was led by ‘top notch’ senior counsel Adeeb Fadil, who is ‘smart’ and ‘very experienced’, and co-heads the practice in Washington DC. Also recommended is New York-based co-head Mike Isby, who is acting for Aqua America in the $4.3bn all-cash acquisition of Peoples, the largest natural gas distribution company in Pennsylvania.
Skadden, Arps, Slate, Meagher & Flom LLP
The highly regarded team at Skadden, Arps, Slate, Meagher & Flom LLP handles environmental liabilities and compliance, risk allocation strategies, contracts and other instruments to implement said strategies, environmental assessment and remediation requirements, and indemnity and cost-sharing agreements in relation to mergers, asset sales, joint ventures, and financing transactions. DuPont is a key client. The environmental group is headed by ’wonderful’ counsel Elizabeth Malone, who is based in Washington DC. Don Frost retired.
With an established reputation in the energy sector, Bracewell LLP advises on due diligence investigations, the negotiation of environmental indemnities, environmental disclosures to shareholders, and public policy considerations. Recent highlights include acting for Canada’s largest electricity transmission and distribution provider Hydro One in the $5.3bn acquisition of Avista, and acting for Venoco in relation to its bankruptcy, namely in terms of implementing a strategy for addressing oil and gas assets. The latter case was led in Washington DC by Jason Hutt, who chairs the firm’s environmental and natural resources practice; Houston-based Heather Palmer led on the former matter. Other key contacts include Timothy Wilkins in Austin, and environmental strategies group head Jeffrey Holmstead, also in Washington DC.
Debevoise & Plimpton LLP combines ‘superior technical expertise with practical solutions that meet all stakeholder objectives’. The team is primarily instructed by large corporations and private equity clients, and has a varied practice covering the chemicals, pharmaceuticals, manufacturing, and healthcare sectors. Highlights include advising Solenis on its merger with BASF’s paper and water chemicals business, and acting for Chugoku Electric Power, as a member of an investor group, in the acquisition of majority ownership interests in Kleen Energy Systems, which operates a 620-megawatt natural gas-fired power plant in Connecticut. New York-based practice chair Stuart Hammer ‘brings a clear passion to his work’ and ‘helps clients understand and mitigate risk’. Also in New York, Harry Zirlin is an active associate in the practice group.
The highly regarded O'Melveny & Myers LLP advises a range of clients on the environmental aspects of transactions and infrastructure projects. Recent highlights included acting for the California High Speed Rail Authority in relation to the development of the state’s high-speed intercity rail service; advising LaGuardia Gateway Partners on the redevelopment, financing, and long-term operation of the Central Terminal Building at New York LaGuardia Airport, including environmental diligence reviews and environmental deal documentation; and acting for Vantage Airport Group, RXR, and JetBlue Airways in the redevelopment, financing, and operation of Terminals 6 and 7 at New York’s John F. Kennedy International Airport, which involves environmental due diligence reviews, NEPA compliance, environmental deal negotiation and documentation. Apollo Global Management is another key client. The ‘terrific’ Eric Rothenberg chairs the environmental and natural resources practice from New York; Kelly McTigue is the name to note in Los Angeles.
Paul Hastings LLP carried out environmental due diligence for RBC as lead initial purchaser of $650m senior notes offered by international hydraulic fracturing company Calfrac, and also assisted Korean company CJ Logistics with the acquisition of a majority stake in DSC Logistics, namely with regard to environmental issues identified at the target’s 32-acre Des Plaines facility. Washington DC-based Tom Mounteer (‘very commercial, reasonable, thorough and hardworking’) led both deals. Peter Weiner leads the team from California, and San Francisco-based Deborah Schmall is another name to note.
The New York-based team at Proskauer Rose LLP advises on environmental matters in the context of M&A, real estate, financing, bankruptcy and restructuring for clients in the chemical, industrial, manufacturing, pharmaceuticals, telecoms, construction, sports and retail sectors. Highly recommended senior counsel Gail Port heads the firm's interdepartmental environment group with key support from senior counsel Aliza Cinamon. Yelena Simonyuk is another name to note.
‘Preeminent’ in the energy sector, Vinson & Elkins LLP is noted for advising on complex matters involving multiple stakeholders. In one example, the team acted for Anadarko Petroleum Corporation, Western Gas Equity Partners (WGP) and Western Gas Partners (WES) in a transaction involving Anadarko selling its remaining midstream assets for $4bn to WES with $2bn cash proceeds and the balance to be paid in new Western Gas equity. Further, the team acted on behalf of Vantage Energy Acquisition in negotiating the $1.7bn acquisition of Williston Basin Assets from QEP Resources to form the publicly traded Vantage Energy, involving a post-closing environmental defect mechanism to provide purchase price reductions for environmental issues, and a pending consent decree with the EPA concerning some acquired assets located on the Fort Berthold Indian Reservation. Larry Nettles heads the environmental and natural resources practice group in Houston, with other key names including George Hopkins in Washington DC, and counsel Larry Pechacek and senior associate Matthew Dobbins in the Houston office.
The ‘well-informed’ team at White & Case LLP acts for buyers, sellers, lenders, underwriters, and developers in M&A and corporate disposals, financings, project development, securities offerings, bankruptcies, real estate transactions, and governmental cleanup programs. Recent highlights included acting as environmental counsel to Sempra in its $9.5bn acquisition of Energy Future Holdings, which had filed for bankruptcy, and separately advising Calpine on its sale to a group of investors led by Energy Capital Partners. In New York, Seth Kerschner leads the US environmental team and is ‘a seasoned professional who can get a deal done’. Associate Laura Mulry is another name to note.
Dentons has ‘extensive knowledge and experience’ advising on the environmental aspects of acquisitions, project developments and operations of companies in the entertainment, manufacturing, services, construction, real estate, healthcare and pharmaceuticals sectors. The team acted for Tyler Perry Studios in the due diligence to acquire the property of former US Army Base Fort McPherson, a brownfield redevelopment site; it also advised on the environmental clean-up and related insurance coverage. Additionally, the practice group advises key clients such as Topgolf on all environmental matters. In San Francisco, Matthew Adams chairs the environment and natural resources practice. Other names to note include Todd Silliman and Jeffrey Fort in Atlanta and Chicago, respectively,
The environment and natural resources practice at Hogan Lovells US LLP handles day-to-day operational, transactional and regulatory compliance mandates in the manufacturing, energy, transportation, chemicals, and agriculture sectors. In particular, the team has expertise in CAA, CWA, product liability, waste management and disposal, hazardous and toxic substances, natural resources and ESA matters. The key contacts are Adam Kushner in Washington DC and Scott Reisch in Denver.
Hunton Andrews Kurth LLP was formed in April 2018 out of the merger between Hunton & Williams LLP and Andrews Kurth Kenyon LLP. In environmental transactional work, the team regularly assists clients with compliance and liability risks related to the development or transfer of commercial properties and industrial facilities and related business transactions. Recent highlights include assisting Dominion Energy with obtaining the necessary permits and authorisations from the Virginia State Corporation Commission, the United States Army Corps of Engineers and the Virginia Marine Resources Commission for the construction of the Surry-Skiffes Creek-Whealton transmission line in Surry and James Counties, Virginia. The team is also acting as lead counsel to Mosaic Fertilizer in connection with federal permitting matters related to its new mines and mine extension projects in Florida. In Washington DC, Deidre Duncan and Makram Jaber jointly lead the firm’s environmental practice.
Sullivan & Worcester LLP covers environmental matters arising from climate-related business and technology transactions, energy and infrastructure projects, regulatory compliance, contaminated property remediation, and brownfield redevelopments. The team assisted the Ascendas-Singbridge Group with the environmental due diligence of its acquisition of a portfolio of 33 office properties containing approximately 3.3m rentable square feet in Portland, Raleigh and San Diego; it also assisted Cronin Holdings with the environmental permitting of a proposed development of a 22-story mixed-use tower on Boston Harbour. Key contacts are Jeffrey Karp in Washington DC and Victor Baltera in Boston. Jerome Muys left in August 2018 to set up his own firm.