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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Transactions

Date & Time
  • event Date

    Tuesday, October 1, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE webinar will provide a comprehensive overview of brownfield property sales transactions. The panel will discuss the opportunities and risks associated with these transactions, particularly related to environmental liability, as well as federal and state law incentives. The panel will address areas of pre-purchase negotiation including determining whether clients qualify for these incentives and for limited liability protections. The panel will also offer best practices for buyers and sellers when drafting the purchase and sale agreement to include terms unique to these transactions.

Faculty

Robert P. Doty
Partner
Cox Castle & Nicholson LLP

Mr. Doty is a leading real estate redevelopment attorney who provides strategy and counsel to a wide variety of clients dealing with contaminated site remediation and brownfield redevelopment challenges, including transactional due diligence, regulatory proceedings, and related litigation. He has worked on hundreds of contaminated sites, including industrial plants, landfills, rail yards, bulk terminals, closed military facilities, timber mills, dry cleaners, commercial nurseries, schools, and service stations.

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Lawrence P. Schnapf
Principal
Schnapf LLC, LLC

Mr. Schnapf primarily concentrates on environmental risks associated with corporate, real estate and brownfield transactions; commercial financing including asset-based lending, syndicated loans, mezzanine loans and distressed debt; and bankruptcy, workouts and corporate restructuring. He has extensive experience with brownfield redevelopment and financing, including representing affordable housing developers and assisting local development corporations or not-for-profit organizations with their brownfield planning programs. Mr. Schnapf also counsels clients on environmental, represents clients in federal and state environmental litigation, enforcement actions, administrative proceedings and private cost recovery actions. He is a past Chair of the Environmental Law Section of the NYSBA, Co-Chair of the NYSBA brownfield task force, and former Co-Chair of the NYSBA Hazardous Site Remediation Committee. Mr. Schnapf is a past Chair of the ABA Section of Business Law Committee on Environmental, Energy and Natural Resources Law and a Vice Chair of the ABA Section of Environment, Energy and Resources. He has also served on a number of ASTM Task Groups, including Chair of the legal subcommittee for the ASTM E1527  task force responsible for the 2013 and 2021 revisions to ASTM E1527 phase 1 standard and was Co-Chair of the legal sub-committee for the ASTM Vapor Intrusion Task Group.

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Description

With continued public interest in urban living within walking distance to working, shopping, entertainment, and public transportation, brownfield development may be an attractive option for real estate developers and investors, especially given certain federal and state incentives. However, along with the opportunities come certain risks and challenges of which counsel should be aware so they can best guide their clients through the purchase and sales process.

A brownfield site is typically a commercial or industrial property of which the reuse or redevelopment may be complicated by the presence or potential presence of hazardous substances, pollutants, or contaminants. Under CERCLA as well as state and local laws, purchasers may be exempt from environmental liability if they meet certain criteria. In addition to limiting liability, federal and state laws also provide certain financial incentives, such as tax credits and grants, to purchasers of brownfield properties.

Counsel should understand the opportunities and risks involved with brownfield transactions as well as the pre-purchasing negotiations required on behalf of their clients whether buyers or sellers. Counsel should also know what key terms to include in the purchase and sale agreement (PSA) to best protect their clients' interests.

Listen as our expert panel provides a comprehensive overview of brownfield sales transactions. The panel will discuss the impact of federal and state laws on these transactions, particularly as they pertain to environmental liability, and provide pre-purchase considerations and best practices for drafting the PSA.

Outline

  1. Introduction to brownfield property
    • Brownfield redevelopment process
    • Key parties in the transaction
    • Helping clients decide whether and/or how to move forward with purchasing a brownfield property
  2. Federal (CERCLA, RCRA) and state law impact
    • Potential risk exposure
    • Limited liability relief
    • Financial incentives
  3. Pre-purchase negotiations
    • Buyer and seller
    • Government agencies
  4. Drafting the PSA
    • Buyer considerations
    • Seller considerations
  5. Insurance and finance pointers
  6. Practitioner takeaways

Benefits

The panel will address these and other important considerations:

  • What are the opportunities available to buyers of brownfield property? What are the environmental risks facing these buyers?
  • What are the seller's responsibilities in a brownfield sales transaction when it comes to environmental issues?
  • What federal and state laws impact the purchase of brownfield property sites? How can counsel ensure that their clients qualify for any limited liability and/or financial incentives offered under these laws?
  • What terms unique to these transactions should be included in the PSA to mitigate risk for buyers and sellers?