S&C’s Environmental Group combines deep knowledge of environmental law and market practice with the Firm’s extensive corporate, litigation and finance capabilities. The Group tailors teams to meet clients’ particular needs by drawing on lawyers from across Firm practice areas.
The full-service advice S&C offers includes:
- handling a broad array of environmental and toxic tort litigation under a variety of federal and state laws, foreign national and multinational regulations and international conventions;
- practical environmental advice in commercial transactions on risk analysis and reduction;
- negotiation strategies and developing effective protections and efficient cost-sharing structures;
- advising clients on managing environmental risk, compliance strategies for current and pending legislation, structuring relationships with corporate affiliates and developing environmental programs to minimize liabilities;
- assisting with indemnity and insurance issues;
- advising on carbon footprint, sustainability and climate change issues;
- structuring and advising on green bond issuances and other “green” financings; and
- conducting negotiations with regulatory authorities to resolve environmental issues.
SELECTED REPRESENTATIONSSignificant Sullivan & Cromwell multidisciplinary environmental matters include representations of:
- Volkswagen AG, as lead counsel in numerous federal and state actions, including a multidistrict litigation in San Francisco, as well as regulatory investigations, regarding allegations that its diesel vehicles emitted nitrogen oxides in excess of the limits imposed by applicable U.S. law.
- Fiat Chrysler Automobiles, in civil litigation and government investigations regarding its vehicle sales reporting methodologies and disclosures, and civil and government investigations related to emissions levels.
Also advised in connection with complex negotiations involving bankruptcy stakeholders, including the U.S. Treasury Department and current and retired union representatives, and the allocation of environmental liabilities to be assumed by New Chrysler and resolved in bankruptcy and related financing and subsequent representation of Chrysler with respect to asbestos-related bankruptcy and insurance issues and its IPO.
- BP plc, in negotiating a global settlement with government authorities in the United States over the Deepwater Horizon oil spill in the Gulf of Mexico. The settlement structure provided BP with liquidity and the ability to return its focus to its core business. It further established a framework for U.S. global resolutions of all federal, state and local government environmental and economic damage claims. Also advised in connection with litigation, transactions/restructuring, insurance and securities disclosure in the wake of the 2010 Deepwater Horizon incident. Advising on liabilities, transactions, and securities disclosure and representation in multiple state and federal multidistrict litigation proceedings allowed for seamless, consistent and efficient representation with respect to the client’s most significant liability challenges.
- Eastman Kodak, in its Chapter 11 restructuring including the resolution of legacy environmental liabilities, in part through sale transactions and a unique public/private economic development/environmental trust settlement. Tasks included negotiations with the U.S. Department of Justice, the U.S. Environmental Protection Agency, the New York Attorney General’s Office, the New York Department of Environmental Protection and various private parties concerning claims resolution, bankruptcy procedures and motions, as well as advising Kodak with respect to ongoing compliance obligations.
Recent additional litigation matters include representations of:
- Cytec Industries, in a years-long contract dispute concerning environmental liabilities arising out of Cytec’s October 2012 sale to Allnex & Cy S.C.A. of its coating resins business for approximately $1 billion.
- ING, in connection with environmental, asbestos and other claims under a U.K. scheme of arrangement pertaining to one of its subsidiaries.
- RPM International, in connection with asbestos-related bankruptcy filings by two of its subsidiaries and related claims by asbestos plaintiffs against RPM International as the parent. The case involved numerous complex liability estimation and other bankruptcy issues, as well as the appropriate application of Section 524(g) of the Bankruptcy Code.
- John Crane, in asbestos indemnity and insurance litigation in Delaware, which resulted in the pro-policyholder decision by Vice Chancellor Leo E. Strine in Viking Pump, Inc. v. Century Indemnity Co., 2009 WL 3297559 (Del. Ch. 2009).
- JPMorgan Chase, in connection with the alleged assumption of environmental liabilities as a result of its acquisition of Washington Mutual.
- CSR, in obtaining settlements totaling more than A$280 million (approximately $222 million) in asbestos insurance coverage litigation against more than 60 insurers worldwide.
- First Manhattan, in a landmark Second Circuit decision holding that the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) does not preempt state corporation law.
- The Canadian government, as amicus curiae, in connection with the appeal by a Canadian company, Teck Cominco, to the U.S. Court of Appeals for the Ninth Circuit. Canada took the position that disputes concerning discharges by Teck Cominco in Canadian waters should be resolved at the sovereign level by Canada and the United States, rather than by a suit against Teck Cominco in the United States under CERCLA.
- Andalex, in obtaining judgment in its favor in CERCLA litigation alleging Andalex’s liability on alter ego and successor liability theories.
- Inco, in connection with environmental claims against it at various sites, environmental coverage litigation and environmental indemnity litigation.
- Mack Trucks, in connection with the litigation and settlement of EPA claims pertaining to alleged violations of engine exhaust emissions.
Recent significant S&C environmental transactional matters include representations of:
- International Bank for Reconstruction and Development in issuing $360 million in “catastrophe bonds” to provide Mexico with protection against financial losses from earthquakes, Atlantic- and Pacific-named storms.
- R. R. Donnelley & Sons, a global provider of integrated communications services to clients, in the acquisition of Consolidated Graphics, a complex transaction involving the assessment and corporate analysis of environmental risks associated with 70 printing businesses located across 26 states and a number of foreign jurisdictions.
- NewPage, a leading producer of printing and specialty papers in North America, in its acquisition by Verso Paper, a leading North American producer of coated papers, involving current and future operational air emissions, wastewater and waste disposal issues and legacy environmental liabilities at a number of paper mills.
- AT&T, in the lease, sublease, sale and other transfers to Crown Castle International of interests in approximately 9,700 wireless communications sites.
- Nippon Steel & Sumitomo Metal, in a joint venture with ArcelorMittal to acquire the ThyssenKrupp Steel USA facility in Calvert, Alabama, one of the most advanced steel processing facilities in the world, with production facilities that include hot rolling, cold rolling, coating and finishing lines. The acquisition involved highly complex permitting, compliance and facility separation issues.
- Anglo American, in completing the sale of its iron ore operation in the state of Amapá in northern Brazil to Zamin Ferrous.
- Ares Management and Ontario Teachers’ Pension Plan Board, in their acquisition of CPG International, a leading manufacturer of premium building materials for residential, commercial and industrial markets.
- AkzoNobel (Netherlands), in the sale of its North American decorative paints business to PPG Industries in a deal valued at approximately $1.05 billion (completed April 2013). The transaction involved the negotiation and allocation of complex multijurisdictional environmental legacy liabilities.
- Borealis Infrastructure Management, the infrastructure investment arm of the OMERS pension plan, and Ontario Teachers’ Pension Plan Board, along with their co-owner, Kinder Morgan Energy Partners, in the sale to Spectra Energy of their interests in Express Pipeline, two crude oil pipelines extending from Alberta, Canada, to Casper, Wyoming, and terminating in Wood River, Illinois.
- Ontario Teachers’ Pension Plan (Canada), in its acquisition of SeaCube Container Leasing, one of the world’s largest container-leasing companies, involving multijurisdictional and maritime environmental risk issues.