LAW 596 - Environmental Due Diligence in Commercial Transactions

This 1-credit course will introduce students to the concept of “due diligence” as a tool for identifying, evaluating, and quantifying environmental risks associated with typical commercial transactions, with particular focus on mergers & acquisitions (M&A) transactions as a framework for evaluating environmental risks associated with real estate, operations and finished goods. Students will be introduced to the legislative framework and common law principles underlying environmental due diligence, and will consider various types of environmental risk, including harm to the environment, health and safety risks to individuals, financial liability and reputational risks. We will also touch upon common mitigation strategies. We will discuss the role of the attorney in environmental due diligence and identify other key participants, including environmental site assessment professionals and industrial hygienists. Students will have an opportunity to review, draft and negotiate relevant portions of common transactional documents, including site access agreements, representations and warranties and indemnification provisions. Students will be evaluated based upon class participation, understanding of the basic environmental risk and due diligence concepts, document drafting and negotiation skills. This course will be graded on a pass/fail basis and will be taught in person.