Contaminated Land Liability Transfer in Transactions: Asset and Share Sales, NewCo Structures, Exclusion Tests and Agreements under EPA 1990 Part IIA

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Is land contamination an issue?

According to the Law Society’s practice note on contaminated land, solicitors ought to assess potential contamination in every conveyancing matter they handle. It explains that, while only a minority of deals will be materially affected, practitioners must remain alert to possible environmental liabilities and think carefully about the enquiries and specialist support their clients might need—see Practice Note: Land contamination—Law Society practice note on contaminated land. Notably, the note summarises the contaminated land framework set out in Part IIA of the Environmental Protection Act 1990 (EPA 1990), including a concise explanation of who bears responsibility for remediation of contaminated land. Beyond clean-up obligations imposed under the EPA 1990, Pt IIA, contamination can also give rise to the following liabilities:

clean-up duties under other regulatory schemes, eg environmental damage, works notices, or environmental permitting regimes
civil claims, eg nuisance, negligence, or breach of contract
criminal exposure, eg non-compliance with a remediation notice

Refer to Practice Note: Environmental liabilities—what are clean-up liabilities? Is there a contaminated land liability?...

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Web page updated on 20/05/2026

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