Irwin Mitchell

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Keith Davidson
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Irwin Mitchell
Contributions by Irwin Mitchell

27

New starters  share purchase transactions collection (EHS issues)—contract stage
New starters  share purchase transactions collection (EHS issues)—contract stage
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It considers the share purchase agreement (SPA) of a share purchase transaction. It considers timing and what key tasks an environmental lawyer may need to do at this stage, such as negotiating environmental health and safety (EHS) warranties, indemnities and the disclosure letter.

New starters  share purchase transactions collection (EHS issues)—warranties
New starters  share purchase transactions collection (EHS issues)—warranties
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It considers the environmental warranties involved in a share purchase transaction when acting for a seller or a buyer, and the role of disclosure.

New starters asset purchase transactions collection (EHS issues)—appointing environmental consultants
New starters asset purchase transactions collection (EHS issues)—appointing environmental consultants
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers the technical side in conducting environmental due diligence of an asset purchase transaction. It includes desktop searches, Phase 1 environmental audits, Intrusive phase 2 investigations, and appointing environmental consultants.

New starters asset purchase transactions collection (EHS issues)—contract stage
New starters asset purchase transactions collection (EHS issues)—contract stage
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It considers the asset purchase agreement (APA) of an asset purchase transaction. It considers timing and what key tasks an environmental lawyer may need to do at this stage, such as negotiating environmental health and safety (EHS) warranties, indemnities and the disclosure letter.

New starters asset purchase transactions collection (EHS issues)—data room
New starters asset purchase transactions collection (EHS issues)—data room
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It explains the role of the data room and includes practitioner tips.

New starters asset purchase transactions collection (EHS issues)—due diligence questionnaire and further
New starters asset purchase transactions collection (EHS issues)—due diligence questionnaire and further
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers the environmental due diligence questionnaire and enquiries stage of an asset purchase transaction, such as the environment health and safety (EHS) questionnaire and Commercial Property Standards Enquiries (CPSE). It also highlights environmental issues that often require additional enquiries in asset purchase transactions.

New starters asset purchase transactions collection (EHS issues)—due diligence stage
New starters asset purchase transactions collection (EHS issues)—due diligence stage
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers the environmental support needed in the due diligence stage of an asset purchase transaction. It considers timing, what happens during the due diligence phase and what key tasks an environmental lawyer may need to do at this stage.

New starters asset purchase transactions collection (EHS issues)—environmental indemnity
New starters asset purchase transactions collection (EHS issues)—environmental indemnity
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers when an environmental indemnity is needed, key issues to be considered, and negotiating environmental indemnities.

New starters asset purchase transactions collection (EHS issues)—environmental insurance
New starters asset purchase transactions collection (EHS issues)—environmental insurance
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers when environmental insurance is appropriate, types of policy, information requirements, and timing issues.

New starters asset purchase transactions collection (EHS issues)—post completion environmental tasks
New starters asset purchase transactions collection (EHS issues)—post completion environmental tasks
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers the tasks for environmental support needed in the post completion phase of an asset purchase transaction, the environmental health and safety (EHS) issues in due diligence reports and environmental audits, the need for environmental permit transfer or application for a new permit, the Energy Savings Opportunity Scheme (ESOS), obtaining reliance letters or collateral warranties in respect of environmental reports, and commissioning an environmental audit.

New starters asset purchase transactions collection (EHS issues)—post completion stage
New starters asset purchase transactions collection (EHS issues)—post completion stage
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers the environmental support needed in the post-completion phase of an asset purchase transaction. It considers timing and what an environmental lawyer may need to do at this stage.

New starters asset purchase transactions collection (EHS issues)—preliminary stage
New starters asset purchase transactions collection (EHS issues)—preliminary stage
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers the environmental support needed in the planning and preliminaries stage of an asset purchase transaction. It considers the heads of terms, what happens during the preliminary phase, what an environmental lawyer may need to do at this stage and also looks at the environmental liabilities associated with an asset purchase.

New starters asset purchase transactions collection (EHS issues)—reporting due diligence
New starters asset purchase transactions collection (EHS issues)—reporting due diligence
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers reporting environmental due diligence needed in an asset purchase transaction such as reviewing technical reports and the legal due diligence report.

New starters asset purchase transactions collection (EHS issues)—warranties
New starters asset purchase transactions collection (EHS issues)—warranties
Practice Notes

This Practice Note is part of the Environment new starters asset purchase transactions collection. It considers the environmental warranties involved in an asset purchase transaction when acting for a seller or a buyer, and the role of disclosure.

New starters asset purchase transactions collection—EHS issues to consider
New starters asset purchase transactions collection—EHS issues to consider
Practice Notes

This Practice Note is part of the new starters asset purchase transactions collection. It considers key environmental issues to consider in asset purchase transactions and can be used as a checklist by the seller’s solicitors preparing the data room, or by the buyer’s lawyers advising their client whether the EHS documents in the data room are sufficient for the type of business.

New starters share purchase transactions collection (EHS issues)—appointing environmental consultants
New starters share purchase transactions collection (EHS issues)—appointing environmental consultants
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It considers the technical side in conducting environmental due diligence of a share purchase transaction. It includes desktop searches, phase 1 environmental audits, intrusive phase 2 investigations, and appointing environmental consultants.

New starters share purchase transactions collection (EHS issues)—data room
New starters share purchase transactions collection (EHS issues)—data room
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It explains the role of the data room and includes practitioner tips.

New starters share purchase transactions collection (EHS issues)—due diligence questionnaire and further
New starters share purchase transactions collection (EHS issues)—due diligence questionnaire and further
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It considers the environmental due diligence questionnaire and enquiries stage of a share purchase transaction such as the environment health and safety (EHS) questionnaire and Commercial Property Standards Enquiries (CPSE). It also highlights environmental issues that often require additional enquiries in corporate transactions.

New starters share purchase transactions collection (EHS issues)—due diligence stage
New starters share purchase transactions collection (EHS issues)—due diligence stage
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It considers the environmental support needed in the due diligence stage of a share purchase transaction. It considers timing, what happens during the due diligence phase and what key tasks an environmental lawyer may need to do at this stage.

New starters share purchase transactions collection (EHS issues)—environmental indemnity
New starters share purchase transactions collection (EHS issues)—environmental indemnity
Practice Notes

This Practice Note is part of the Environment new starters share purchase transactions collection. It considers when an environmental indemnity is needed, key issues to be considered, and negotiating environmental indemnities.

Contributions by Irwin Mitchell Experts

12

Commercial Property Standard Enquiries (CPSE)—environmental and health and safety considerations and
Commercial Property Standard Enquiries (CPSE)—environmental and health and safety considerations and
Practice Notes

This Practice Note highlights environmental, energy performance certificate (EPC), minimum energy efficiency requirements (MEES), planning and health and safety issues that solicitors should look out for when reviewing Commercial Property Standard Enquiries (CPSEs) and provides additional enquiries that can be raised. It highlights the key CPSEs which raise environmental and health and safety issues, such as adverse rights, environmental insurance, access to neighbouring land, physical condition, utilities, asbestos, Green Deal, environmental reports, environmental permitting, Community Infrastructure Levy (CIL) etc.

Environmental issues in property transactions—acting for a seller
Environmental issues in property transactions—acting for a seller
Practice Notes

This Practice Note highlights key issues for a seller in a property transaction (sale and purchase). This includes looking at environmental liability transfer provisions to consider when acting for a seller to achieve as clean a break as possible from environmental liabilities associated with the property. Some of these liabilities could be connected with contamination, asbestos, water pollution, environmental damage, landfills, fly-tipped waste, energy management and reporting, energy performance certificates (EPCs) and minimum energy efficiency standards (MEES). Transfer provisions include sold with information clauses, payments for remediation, agreements on liability, indemnities and environmental insurance.

Land contamination—issues in property transactions
Land contamination—issues in property transactions
Practice Notes

This Practice Note summarises the liability position for buyers, sellers, landlords and tenants for land contamination and also provides the options available to minimise or transfer liabilities for contaminated land. The Law Society practice note on contaminated land recommends that solicitors consider contaminated land issues in every transaction involving property. The Practice Note also refers to perfluoroalkyl and polyfluoroalkyl substances (PFAS) and land contamination.

New starters commercial property transactions collection—environmental issues to consider
New starters commercial property transactions collection—environmental issues to consider
Practice Notes

This Practice Note is part of the Environment new starters commercial property transactions collection. It has been produced in partnership with Irwin Mitchell. It highlights the key environmental issues that the parties should consider at the outset of a property transaction, including land contamination and water pollution, underground storage tanks, permitting, septic tanks, landfills, flooding, Japanese knotweed, asbestos, energy and infrastructure, energy efficiency, climate change risk and nature and biodiversity.

New starters lease transactions collection (environmental issues)—negotiation tactics acting for the
New starters lease transactions collection (environmental issues)—negotiation tactics acting for the
Practice Notes

This Practice Note is part of the environment new starters lease transactions collection. It has been produced in partnership with Irwin Mitchell. It provides an introduction to lease negotiation tactics on contaminated land, asbestos in buildings and energy efficiency improvements when acting for a landlord or tenant and considers specific clauses. The note also considers the environmental implications of non-environmental clauses in the lease.

Leases—landlord protection clause for contamination
Leases—landlord protection clause for contamination
Precedents

This Precedent places the risk of environmental liability arising from existing contamination, new contamination and offsite or onsite migration of contamination onto the tenant. It was produced in partnership with Keith Davidson of Irwin Mitchell. The Precedent includes an agreement on liabilities under the contaminated land regime and the option of an indemnity from the tenant.

Leases—landlord responsible for existing contamination; tenant responsible for new contamination and
Leases—landlord responsible for existing contamination; tenant responsible for new contamination and
Precedents

This Precedent can be used in leases when the landlord is to be responsible for existing contamination and the tenant is to take on responsibility for new contamination and mobilising existing contamination. This is to avoid the situation where a lease is silent on environmental issues and the landlord could pass clean-up costs for contamination, existing before the commencement of the lease, under lease covenants such as the compliance with statutory requirements covenant, repair covenant or outgoings covenant. It was produced in partnership with Keith Davidson at Irwin Mitchell.

Sale contract clauses—seller retains environmental liability for contamination
Sale contract clauses—seller retains environmental liability for contamination
Precedents

This Precedent provides a clause to be used in sale contracts where the seller retains environmental liability for contamination. In most sale contracts liability for pre-existing contamination is passed to the buyer from the completion date under the sold with information exclusion test, set out in the statutory guidance issued under the Environmental Protection Act 1990 (EPA 1990), Pt IIA. This alternative precedent can be used when the seller retains environmental liability for pre-existing contamination, for example when the buyer is in a strong negotiating position. In sale and leaseback situations the provisions can be widened so that the seller/tenant is responsible for pre-existing and new contamination. It was produced in partnership with Keith Davidson at Irwin Mitchell.

Environmental issues in new leases—tenant’s checklist
Environmental issues in new leases—tenant’s checklist
Checklists

This Checklist sets out the key environmental issues that solicitors acting for a tenant should consider when taking a new lease of commercial property. This includes looking at environmental reports, responsibility for contaminated land liabilities, asbestos, septic tanks, underground storage tanks and minimum energy efficiency standards.

Environmental issues in property transactions when acting for a seller—checklist
Environmental issues in property transactions when acting for a seller—checklist
Checklists

This checklist sets out the key environmental issues that solicitors acting for a seller may need to consider before a sale of property.

Post-completion environmental issues (asset purchase)—checklist
Post-completion environmental issues (asset purchase)—checklist
Checklists

This Checklist sets out the environmental issues to be dealt with after the completion of a private company asset purchase transaction.

Post-completion environmental issues (share purchase)—checklist
Post-completion environmental issues (share purchase)—checklist
Checklists

This checklist sets out the environmental issues to be dealt with after the completion of a private company share purchase transaction.

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