Climate change, pollution, environmental justice, and sustainability: all are the subject of increasing focus by the government and investors. To keep up with changing times, companies and their counsel must be educated on and proactively address these issues, and this two-part program is designed to facilitate that.

Our first session will discuss methods of valuing environmental risks associated with corporate transactions. Our second session will cover environmental, social, and governance (ESG) issues with a focus on the “E” and carbon management, an area of increased focus by, among other entities, the U.S. Securities and Exchange Commission (SEC).

Attendees will leave the program understanding the basics of these two critical environmental topics and will be able to communicate internally and externally on the import of each, their key risks, and best practices for managing those risks in running companies, engaging in transactions, and providing counsel in both respects.

Session 1: Valuation of Environmental Risk in Transactions
Complex environmental liabilities are often deal breakers in M&A and CRE transactions and a root cause in bankruptcy filings. Being able to generate defensible negotiating strategies based on the fair market value of individual liabilities is important to the due diligence process, yet often not reported in basic environmental reports like Phase Is. This session, featuring Lowenstein’s Mark S. Heinzelmann, Frances Schlosstein and Jeff Andrilenas of the TBLS Group, and Jeff Sands of Dorset Partners, will review the new and recently revised ASTM E-50-05 Environmental Risk Management standards and show how they have evolved to dovetail with Generally Accepted Accounting Principles (GAAP), inclusive of IFRS and FASB. We will provide examples of how environmental liabilities can be systematically identified, calculated, discounted over time, and reported on the balance sheet. We will also review how the recognition and derecognition of liabilities plays into the valuation process. Presenters will focus on financial aspects of due diligence and resultant negotiating power it gives to dealmakers. Finally, we will review some real-world hypotheticals.

Join this panel of seasoned professional to discuss the most effective ways to mitigate risks and effectively protect proprietary and confidential company assets.

Speakers:

  • Mark S. Heinzelmann, Counsel, Lowenstein Sandler LLP
  • Frances Schlosstein, TBLS Group
  • Jeff Andrilenas, TBLS Group
  • Jeff Sands, CTP, Founding Partner, Dorset Partners

Time: 9:30-10:45 a.m. ET

Session 2: The “E” in ESG and Carbon Management: Basics, Risks, and Opportunities
The “E,” or “environmental,” arm of ESG includes not only “traditional” regulatory environmental liabilities but also broader resource-management issues and managing greenhouse-gas (GHG) emissions to address climate change. As the SEC, other governmental entities, nongovernmental organizations, investors, and company stakeholders increase focus on this topic, they all are pressuring companies to collect data, report, and, ultimately, reduce their environmental impacts, including GHG emissions. For instance, under a soon-to-be-finalized SEC rule, companies would be required to make substantial climate-related disclosures within a few years. More regulation, recordkeeping, and reporting requirements seem all but certain. This session, featuring Lowenstein’s Kate Basmagian, Zachary L. Berliner, and Brian S. Winfield and Leslie Wong from Langan, is designed to (1) educate companies and their counsel on the basics of the “E” in ESG plus identifying, managing, and leveraging related risks and opportunities, as well as (2) prepare them for upcoming governmental and investor-driven reporting requirements. Throughout, we will offer related insights, lessons, and strategies.

Speakers:

Time: 11 a.m. - 12:15 p.m. ET

In-Person Location: Lowenstein Sandler, One Lowenstein Drive, Roseland, NJ 07068

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