EHS&Q meaning

In a share sale, the purchaser acquires control of the company that operates the business (the target), along with all its assets, and by default steps into all of its obligations and both known and potential liabilities. Findings in legal due diligence and the share purchase agreement can identify particular environmental, health & safety (EHS) matters to be addressed after completion. These may range from an obligation to commission an environmental audit through to the preparation of an asbestos management plan...

Under an asset purchase, the purchaser takes only the selected assets and assumes only the specific liabilities it opts to accept, as detailed in the asset purchase agreement. After completion, issues highlighted by due diligence may require the purchaser to address environmental, health and safety (EHS) matters. For example, the purchaser might need to transfer or apply for a permit, join a recognised packaging waste compliance scheme, or strengthen health & safety documentation following completion. Typical post-completion EHS actions in asset purchase transactions include the following: transferring environmental permits verifying whether the deal triggers any new duties under environmental regimes, such as producer responsibility, energy efficiency and carbon schemes tackling points raised in environmental audits and reports, and any contractual conditions advising on the scope of environmental insurance and other risk-mitigation strategies putting in place reliance agreements or collateral warranties to allow reliance on environmental reports Transfer of environmental permits In an asset sale, the name of the operator/permit...

Heads of terms A business purchase (the target business) typically starts with settling the key commercial points—price, structure of the deal, due diligence steps, exclusivity provisions and timetable. These points are commonly negotiated by the parties themselves, or alongside their accountants and other professional advisers, and then set out in heads of terms, sometimes called a ‘letter of intent’ or ‘memorandum of understanding’. See Practice Note: Heads of terms—share and asset purchases. Where environmental risks are known or suspected, the heads of terms might cover: providing the buyer with any existing environmental report(s) a requirement for a reliance agreement or collateral warranty, giving the buyer the benefit of those report(s) a process allowing the buyer to undertake a phase 1 environmental audit or phase 2 ground investigations headline terms for an environmental indemnity or environmental insurance What happens during the preliminary phase?...

In the due diligence phase At this stage, the buyer’s solicitors and other advisers are able to scrutinise the target’s legal, technical and financial performance. The purpose of environmental due diligence is to: evaluate the risk of taking on contaminated land liabilities connected to properties or former properties identify any material non-compliance with environment, health and safety (EHS) law, environmental permits, or capital expenditure duties that the buyer could become accountable for determine what protections are needed to reduce these risks as much as possible through further...

In most cases, the seller’s solicitors draw up the sale contract, and it can sometimes be issued as early as the heads of terms stage. The seller’s and buyer’s legal teams then settle the contract provisions, taking account of what the searches and enquiries reveal. Timing How long this phase takes is governed by a range of factors, such as any deadlines set in the heads of terms, the transaction’s size and complexity, and the extent of the buyer’s due diligence: if the buyer is waiting...

Dated [ insert date ] Introduction This legal due diligence questionnaire concerns the intended acquisition by [ insert buyer name ] ( Newco ) of the whole issued share capital of [ insert name of target company ] Limited (the Target ) from [ insert seller name ] (the Seller ) (the Proposed Acquisition ). The questionnaire exists to enable Newco, Newco’s solicitors and its professional advisers involved in the Proposed Acquisition to obtain the information they require to aid the valuation of the Target and the subsidiaries of the Target (the Group and each a Group Company ). We reserve the right to raise further enquiries in relation to both your replies to this questionnaire and generally...

Definitions Environment Environment means any or all of the following media: (a) air, including the air inside buildings or other structures, whether located below or above ground; (b) land, comprising soil and sub‑surface land; (c) water, covering surface water and groundwater; and includes any ecological systems or living organisms, humans included, that are sustained by those media...

Definitions Environment – any or all of the following media: (a) air, including air inside buildings or other structures and at levels below or above ground; (b) land, covering buildings and any other structures or erections upon, in or beneath it, together with soil and anything beneath the land's surface; and (c) water, including groundwater and surface water, plus any ecological systems or living organisms (humans included) sustained by those media. EHS Laws – all relevant legislation (whether civil, criminal or administrative), statutes, statutory instruments, directives, regulations, common law, codes of practice and guidance notes (having legal effect), and any instructions or decisions of any court or regulatory authority that concern EHS Matters. EHS Matters – any issues connected with the Environment, energy efficiency, climate change, or health and safety...