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THE RELATIONSHIP BETWEEN LAWYER, CLIENT AND ENVIRONMENTAL CONSULTANT IN TRANSACTIONAL DUE DILIGENCEmarch 8, 2013presented by doug cloud, m2c2lawPete Capponi, gaiatech
Each Deal is Unique But, a Few Common Denominators. • Need good understanding of client’s: • deadlines (set milestones, regular contact); • short & long-term objectives (exit strategy). • Know your client team members, other parties. • Set appropriate scope. • Anticipate mechanism for handling unexpected • Technical,cost,schedule.
It’s A Team Effort • Build a team with participants that respect one another and communicate well. • Qualified for scope. • Keep client’s objectives in mind. • Flexibility; ability to react. • Responsiveness.
Top 10 List “A man's GOT to know his limitations.” Harry Callahan.
#1. Legal Consultant? • Environmental consultant as legal advisor. • Unauthorized practice of law. • Environmental lawyer as technical advisor. • Team work is everything!
#2. Setting Materiality Levels, Expectations “The one that should have got away.”
#3 thru #6 • Ignoring Conflicts • Re-dealing common, especially in Private Equity. • Competitive market pressures on “Strategics” • Maintaining Confidentiality (contacts, disclosure) • Site visits and contacts • Technical pressures on details (estimates, regulatory agencies) • Endgame (Cost-to Cure Tools) • Benefits of Sale-Side Diligence • Issue ID and resolution; Data Room value (EMS)
#6 thru #10 • Access Agreements; Release Reporting • Revising Reports • Communication • Document Control • Bargain Basement, Reduced Scope Phase I • “Get what you pay for” • Compliance review capabilities • Professionalism