Environmental Health and Safety Considerations in M&A Transactions

This document is a guide that outlines the environmental, health, and safety (EH&S) considerations relevant to mergers and acquisitions (M&A) transactions. It details how these considerations can significantly impact risk allocation, valuation, and operational capabilities post-closing. The guide emphasizes the importance of early engagement with environmental experts to evaluate compliance with applicable EH&S laws and assess liability risks. It discusses the role of environmental due diligence, including site assessments and the evaluation of potential litigation risks associated with hazardous materials. The document further explains how transaction structure affects environmental liabilities, particularly under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and state-specific regulations. It also highlights compliance obligations triggered by property transfers, such as the Connecticut Transfer Act, which mandates disclosure of environmental conditions and remediation responsibilities. The guide serves as a comprehensive resource for understanding the complexities of EH&S issues in M&A deals.