Jurisdiction(s):
United Kingdom

Key definition

Transaction definition

What does Transaction mean? A transaction describes a legally binding dealing or arrangement by which assets, securities, services or obligations are created, transferred, varied or extinguished, whether as a single step or a series of steps. In practice this includes corporate acquisitions and disposals, real estate conveyancing, lending and taking security, restructurings, derivatives and other commercial dealings. In capital markets, a transaction commonly means the purchase, sale, subscription or underwriting of a particular investment. The term is a descriptive umbrella used across multiple legal contexts rather than a term with a single statutory meaning. Specific legislation, regulatory rules and contracts may define “transaction”...

Flood risk in private M&A transactions involving land: due diligence, environmental permitting, liabilities, warranties, insurance and risk allocation

Published by a LexisNexis Environment expert

Practice notes

Flooding—issues in corporate (private M&A) transactions

Introduction

Flood-related considerations can emerge in private company merger and acquisition (M&A) deals that involve acquiring land. It is prudent to determine at an early stage whether flooding is relevant and, if so, to appoint suitable environmental and hydrology experts to identify, evaluate, assess and quantify the attendant risks. Those risks should be expressly allocated and controlled in the deal documentation, ensuring the client clearly grasps both their scope and magnitude, together with the possible effect on valuation, liabilities and activities after completion.

Potential risks for buyers

Share and asset purchase

Flood matters may affect whether the deal proceeds as a share purchase or an asset purchase. On a share purchase, the buyer inherits all liabilities (including environmental or regulatory) of the target company. Examples of liabilities that might arise include:

Regulatory investigations and prosecutions where the target has undertaken works without necessary flood risk permits, or where water pollution has occurred because of flooding (see Practice Note: Environmental Permitting—flood risk activities)
Liability under the contaminated land regime due to the spread of pollution through flooding (see Practice Note: Land contamination—potential liabilities)

Flooding can dictate share or asset deal structure decisions.

In a share...

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Michael Barlow

Burges Salmon

Michael leads the environment team and the cross-firm water sector team. Michael covers contentious and non-contentious business for a range of clients from a variety of sectors. He has substantial experience of running cases in criminal courts, tribunals and civil courts to the Supreme Court as well as other methods of dispute resolution including arbitration and mediation. On the non-contentious side, Michael has particular expertise in energy efficiency, contaminated land and environmental permitting but has advised on a broad range of topics over the last 15 years. Michael is a former editor of the Environmental Law Review, regularly lectures on environmental law and contributes articles to environmental journals. ...

Michael Bowes

6 Pump Court

Dr Michael Bowes has extensive experience in law including: Infrastructure, Energy, Planning, Environmental, Commercial and Competition. In addition, he has considerable experience in Water Law and is recognised as an industry expert. He provides advice to the top level of those in Law and Industry.He currently works at 6 Pump Court Chambers as a barrister. Michael joined Chambers from a long and successful career in private practice. He qualified as a solicitor in 2007. During the previous decade, he worked with Eversheds Sutherland LLP and BCLP LLP as a senior regulatory specialist. He led teams in Nationally Significant Infrastructure Projects to include Development Consent Orders and Transport Works Act Orders. Previous to this, he worked as a lawyer with international organisations (The United Nations, The Council of Europe) and private organisations (fund management, private enterprise, private practice). He has also taught...

Web page updated on 21/05/2026

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