Corporate and Real Estate Transactions

Cal Appeals Ct Affirms $2MM judgment against foreclosing bank for failure to complete remediation is

The foreclosing lender in Hoang v. California Pacific Bank, 2014 Cal. App. Unpub. LEXIS 5230 (July 23, 2014) made some curious decisions and the result was the bank was ordered to pay damages to the purchaser that exceed the sales price of the property. The irony is that the lender probably complied with the CERCLA …

Cal Appeals Ct Affirms $2MM judgment against foreclosing bank for failure to complete remediation is Read More »

Rep and Warranty Insurance Becoming More Common in M&A Deals

The use of reps and warranties insurance (RWI) is becoming an increasingly popular risk allocation tool in corporate transactions. According to trade press reports, the volume of RWI doubled from 2011 to 2012, with the value of the insurance bound last year exceeding $4 billion. RWI covers losses related to breaches or inaccuracies in reps …

Rep and Warranty Insurance Becoming More Common in M&A Deals Read More »

Delaware Extends Statute of Limitations For Contract Claims to 20 Years

The time period for bringing claims for breaches of representations and warranties in corporate transactions (known as “survival” periods) are usually heavily negotiated. General reps and warranties about the condition of the business often have the shortest survival periods (usually 6 months to two years) and often track the length of an escrow period. However, …

Delaware Extends Statute of Limitations For Contract Claims to 20 Years Read More »

McDonald’s Labor Case May Have Environmental Law Implications

Labor rulings have in the past served as precedent for eroding traditional corporate law doctrines and expanding liability of corporations. For example, the doctrine known as either Continuity of Enterprise or Substantial Continuity was used in the 1990s to impose successor liability for environmental contamination originated with a line of labor law cases dating back to …

McDonald’s Labor Case May Have Environmental Law Implications Read More »

Major CMBS Lender Requiring EPs to Perform Site Inspections

We have previously discussed discussed here and in other forums how the All Appropriate Inquiries (AAI) Rule issued by EPA in 2005 is deeply flawed and has directly contributed to a worsening in the quality of phase 1 reports. This is ironic outcome since the reason EPA was instructed in the  2002 amendments to CERCLA  to issue …

Major CMBS Lender Requiring EPs to Perform Site Inspections Read More »

Environmental Restrictions Now Fully Enforceable by NYC DOB

In June, the NYC Department of Buildings (DOB) completed uploading into its Buildings Information System (BIS) approximately 200 Restrictive Declarations (RD) that can impose certain environmental obligations relating to hazardous materials. This action means that parties seeking building permits and certificates of occupancy for sites subject to RDs will have to demonstrate they have satisfied …

Environmental Restrictions Now Fully Enforceable by NYC DOB Read More »

Kiddie Kollege Ruling Highlights Importance of Performing PAs in NJ Transactions

Nearly eight years after a New Jersey day care was forced to close down because of mercury contamination, the legal fallout continues.  In the latest legal salvo involving the infamous Kiddie Kollege Daycare & Preschool, Inc, (Kiddie Kollege), a New Jersey trial court ordered the current property owner who leased the contaminated building to the …

Kiddie Kollege Ruling Highlights Importance of Performing PAs in NJ Transactions Read More »

Problems Emerge with New CREC Definition

After a little more than six months after ASTM issued its new E1527-13 Phase 1 standard practice, problems are emerging over the new definition Controlled Recognized Environmental Condition (CREC) definition. The difficulties are related to the definition itself and differences among state environmental programs. Before discussing the CREC problems, a little background might be helpful …

Problems Emerge with New CREC Definition Read More »

EPA Recognizes E1527-13 But Preamble Raises Specter of Retroactive LIability For Past Phase 1 Reports that Did Not Assess Vapor Intrusion

On December 30th, the  federal Environmental Protection Agency (EPA) published a final rule in the Federal Register  (78 FR 79319) recognizing the new ASTM E1527-13 phase 1 standard practice as an approved method for complying with the All Appropriate Inquires (AAI) rule. As explained below, while the preamble to the final rule is an improvement to …

EPA Recognizes E1527-13 But Preamble Raises Specter of Retroactive LIability For Past Phase 1 Reports that Did Not Assess Vapor Intrusion Read More »

Bankruptcy Court Finds Kerr-McGee Engaged in Fraudulent Transfer in Tronox Spinoff

[Updated to reflect April 3, 2014 settlement] In what may be one of the most significant cases involving the application of fraudulent conveyance laws and environmental liability, the bankruptcy court for the Southern District of New York held that Kerr-McGee had engaged in a fraudulent transfer when it spun off various assets in 2005 into …

Bankruptcy Court Finds Kerr-McGee Engaged in Fraudulent Transfer in Tronox Spinoff Read More »

Scroll to Top