The acquisition of a going concern raises a host of environmental issues to be resolved and integrated into the larger transaction. It also offers an excellent context in which students can learn some of the substantive knowledge and practical skills needed by lawyers practicing in the fields of business, real estate and environmental law. This course will use the simulated sale of an actual facility (including the real estate and business) to explore these areas.
The course will start with an introduction to basic principles relating to the larger business transaction. Subsequent course work will include legal analysis, drafting and simulated negotiation in a series of scenarios. The scenarios will likely include: (1) legal and factual analysis in performing due diligence (including analysis of potential regulatory violations and potential environmental liabilities from contamination on site), (2) drafting and negotiation of the environmental agreement (including cost-sharing provisions, indemnifications and issues related to permit transfers and the like), and (3) negotiation and drafting of consent order(s) with regulators regarding identified regulatory violations and on-site contamination.
The course will be self-contained. In other words, those aspects of substantive environmental, real estate and business law needed for the course will be taught as part of the course. While previous experience in courses such as Environmental Law and Real Estate Finance would be helpful, those courses are not prerequisites. The class will be a graded, four credit course, meeting twice a week for two hours each day.