For more than 15 years, we have provided strategic and practical advice for environmental matters; maximizing business opportunities and minimizing risk. The retroactive applicability of environmental liability found in most federal and state environmental laws means that acquisition of businesses and real estate assets can inadvertently result in significant cleanup liability, even for business sectors where such risks are not readily apparent. For this reason, it is imperative to conduct smart, effective due diligence of your target, and to draft your purchase contracts with a view towards shifting or allocating known and unknown risks.

An effective due diligence program provides your deal team with strategic knowledge, giving you the edge needed to negotiate the most favorable outcome. Experienced environmental business counsel knows where to look and how deep to dig to rapidly identify risks. Tellus has this expertise, honed in the M&A trenches of Big Law. You profit from our experience with liabilities avoided, pricing adjustments and protective contracts.

Our transaction expertise is both broad and deep, covering oil and gas, mining, steel, pharmaceutical and life sciences, traditional and renewable energy generation, chemical manufacture, hotels, fast food chains, office and industrial parks, waste disposal and landfill operations. We have also advised financial institutions, portfolio and institutional investors, and start-ups.

Our transactional services include:

• Pre-Sale Positioning: Don’t wait for your prospective purchaser to uncover environmental issues. By enlisting Tellus early in your divestment planning, you remain in control of the diligence process, addressing issues before market, and significantly raising comfort levels of prospective purchasers. This translates into better price outcomes and faster closings. We can review and address asset compliance, bracket risks, evaluate documents for disclosure, and help develop narratives for presentation.
• Environmental Assessment and Due Diligence: Tellus has vast experience conducting and managing environmental, health and safety due diligence. Bringing us in early to your purchase process helps ensure that the appropriate scope investigation is conducted and that you are getting the type of reports and work-product that will be most useful for your acquisition, and which address your particular risk tolerance. While it might not always seem intuitive, allowing Tellus to help direct and oversee the Phase I - and if needed the Phase II - assessments will save you time and money. We possess project management expertise necessary to “ride herd” on environmental consultants; managing, tracking and editing outcomes, and maintaining tight turnaround schedules. Our experienced support covering thousands of diligence efforts gives us superior issue-spotting capability. There is virtually no manufacturing sector that we have not dug into. Environmental liabilities lurk in unlikely places, and experienced counsel knows where to look and what questions to ask. Don’t wake up to an unhappy surprise after closing your deal! The value of savvy diligence information and contract drafting advice cannot be over-estimated when you are at the deal table.
• Contract Drafting/Negotiation and Innovative Solutions: Early review by experienced environmental counsel helps ensure that unfavorable language and definitions are not inadvertently baked into your transaction. We are expert in spotting and redrafting adverse contract language, developing strategic reps and warranties, and drafting indemnities to match the complexity of identified environmental issues. The difference between a “should” and a “could” for environmental liability can be significant! We have “arm-wrestled” with the best and feel very comfortable negotiating for our client’s interests. Permit Tellus to help you draft your purchase and sale agreements, disclosure schedules, environmental covenants indemnities, remediation and access agreements, and access agreements to perform investigations and remediation. We are also available for quick gut-check reviews of your contracts on a fixed price basis. See our section on Flexible Billing for more information. 
• Post-Closing Integration: We help clients integrate new business entities into pre-existing business frameworks. This work may include environmental, health and safety (EHS) management systems, EHS permit transfers and acquisition, compliance corrections, oversight of seller EHS commitments and remedial activities.

Early review of deal documents by experienced environmental counsel helps ensure that unfavorable language and definitions are not inadvertently baked into your transaction. We are expert in spotting and redrafting adverse contract language, developing strategic reps and warranties, and drafting indemnities to match the complexity of identified environmental issues. The difference between a “should” and a “could” for environmental liability can be significant!

We have “arm-wrestled” with the best and feel very comfortable negotiating for our client’s interests. Permit Tellus to help you draft your purchase and sale agreements, disclosure schedules, environmental covenants indemnities, remediation and access agreements, and access agreements to perform investigations and remediation. We are also available for quick gut-check reviews of your contracts on a fixed price basis. See our section on Flexible Billing for more information.

Tellus has significant experience representing clients in environmental regulatory and administrative matters. We possess the necessary knowledge and established relationships with administrative bodies and governmental agencies - both in Washington DC and within many states - to successfully navigate compliance matters, notices of violation, cleanup orders, permits and the range of other complex issues that emerge under environmental law. Manufacturers, developers, energy, industrial and commercial companies of all types rely on our expertise and strategic approaches to address the intricate and shifting environmental, health and safety requirements, land use entitlements, and zoning guidelines. Examples of such work product available upon request. 

Unlike many attorneys, we have more than a decade experience in project management. In this capacity, we implement project plans, procure state and federal permits; liaise with stakeholder communities and agencies; manage consultants; and oversee schedules and budgets for the development process. Tellus has established relationships with administrative bodies and governmental agencies both in Washington DC and at the state level, which help immeasurably to successfully navigate the compliance needs of our clients. We generally offer project management services on a fixed price basis. See our section on Flexible Billing for more information.

Our project management work has included oversight of remediation projects, Superfund cleanup work and PRP representation, lead authorship on several Environmental Impact Statements under the National Environmental Policy Act (NEPA), and nearly 10 years managing the National Science Foundation’s research program at McMurdo Station, Antarctica.

Tellus attorneys keep a close watch on the regulatory marketplace. We track court opinions, analyze emerging legislation and agency actions, and read a plethora of expert opinion pieces each week. We do this with a view towards understanding the implications of new developments for our clients’ concerns. Like a good doctor, we want to give you the benefit of the newest advancements and changes.

Tellus is also developing a client service of regular updates for sector-specific environmental, health and safety (EHS) compliance trends. This information will be captured on our Environmental Protection Intelligence Chart (“EPIC”) system, and then provided to our clients in an easy to use digest form. Thus, we will tailor your EPIC subscription to meet your needs; be they in the pharmaceutical, oil and gas, nanotechnology, commercial real estate sectors or one of many more areas. Request information on our EPIC Program.