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Each Deal is Unique

THE RELATIONSHIP BETWEEN LAWYER, CLIENT AND ENVIRONMENTAL CONSULTANT IN TRANSACTIONAL DUE DILIGENCE march 8, 2013 presented by doug cloud, m2c2law Pete Capponi , gaiatech. Each Deal is Unique. But, a Few Common Denominators. Need good understanding of client’s:

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Each Deal is Unique

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  1. THE RELATIONSHIP BETWEEN LAWYER, CLIENT AND ENVIRONMENTAL CONSULTANT IN TRANSACTIONAL DUE DILIGENCEmarch 8, 2013presented by doug cloud, m2c2lawPete Capponi, gaiatech

  2. 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.

  3. 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.

  4. Top 10 List “A man's GOT to know his limitations.” Harry Callahan.

  5. #1. Legal Consultant? • Environmental consultant as legal advisor. • Unauthorized practice of law. • Environmental lawyer as technical advisor. • Team work is everything!

  6. #2. Setting Materiality Levels, Expectations “The one that should have got away.”

  7. #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)

  8. #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

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