Addressing the environmental impacts of operating businesses and organizations in the United States is a critical responsibility. Whether building a new power plant, operating a chemical manufacturing facility, developing greenfield property, assessing previously developed real property for contamination before acquisition, or addressing the effects of historical contamination, companies confront a multitude of environmental considerations. These include sorting through state and federal environmental laws and regulations, ascertaining what permits may be required, and evaluating ongoing compliance. Companies can face significant economic uncertainty when faced with complicated frameworks of federal and state regulations that are increasingly at odds with each other—especially in the case of shifting standards governing air, water and other natural resources. Navigating all of these challenges in achieving and planning for environmental compliance, while also meeting their business goals, is paramount.
Attorneys in Saul Ewing’s Environmental Group serve as trusted advisors to help clients understand the full scope of environmental requirements and to help them make informed business decisions both in their day-to-day operations and in courtrooms and administrative tribunals nationwide. Our team, which includes alumni of a variety of environmental agencies, advises:
- Energy companies in the traditional energy, renewable and utilities sectors
- Chemical and industrial manufacturing companies
- Waste management companies
- Other types of companies and nonprofit institutions, ranging from pharmaceutical companies, mining companies and auto manufacturers to colleges and universities
- Municipalities and residents
- Current and former property owners
- Property developers
- Potentially responsible parties (PRPs)
- Law firms and their clients seeking guidance on state-specific environmental nuances
We provide counsel on a comprehensive array of environmental matters, whether associated with real estate, corporate transactions or litigation, in areas including:
- Environmental permitting processes and related civil matters under all major federal environmental and state statutes, including the National Environmental Policy Act, Clean Air Act, Clean Water Act, Solid Waste Disposal Act, the Resource Conservation and Recovery Act (RCRA), the Comprehensive Environmental Response Compensation and Liability Act (CERCLA), and various laws relating to oil and gas, including the Natural Gas Act. On behalf of our clients, we interact, coordinate and negotiate regularly with the U.S. Environmental Protection Agency (EPA), the Occupational Safety and Health Administration (OSHA), the U.S. Department of Justice (DOJ), state agencies and their individual bureaus, appeals boards, specialty agencies, and state attorneys general.
- Compliance, including assessing permit noncompliance incidents and related self-disclosure reporting obligations, and responding to notices of permit noncompliance. We also counsel clients on environmental crisis management and response and on compliance with obligations arising under federal and state environmental, health, and safety laws and regulations.
- General counseling and strategic planning, including providing strategic roadmaps on compliance procedures, permitting processes and threatened or anticipated litigation; advising on how state and federal agencies function and approach various issues and disputes; and addressing both intrastate and interstate planning issues that may arise
- Corporate transactions, including mergers, acquisitions, dispositions and finance
- Real estate due diligence, including assessing the potential risks involved in real estate acquisitions and dispositions, reviewing buyer-protection statutes, and advising on CERCLA and other environmental issues arising from real estate transactions
- Civil and criminal litigation and administrative actions before federal and state courts nationwide, administrative tribunals, boards, and agencies, including matters related to:
- Project permitting
- Government cost recovery actions under CERCLA/Superfund and comparable state laws
- Private-party cost recovery and contribution actions under CERCLA/Superfund and comparable state laws
- Enforcement proceedings under CERCLA/Superfund, RCRA, the Clean Water Act, and other federal and state environmental statutes
- Class actions
- Defense of citizens’ suits initiated under RCRA and other statutes
- Environmental contract disputes, including contractual indemnification and insurance recovery issues
Saul Ewing attorneys handle environmental matters and disputes for a robust assortment of clients in a diverse range of industries, including these select representations:
Traditional Energy (Including Oil and Gas)
- An interstate natural gas pipeline company as environmental permitting, land use, and litigation counsel in the successful defense of appeals of Federal Energy Regulatory Commission (FERC) Certificate Orders issued to interstate natural gas pipeline companies, in the D.C. Circuit Court of Appeals, other appeals pending in Washington D.C., and the Second Circuit and Third Circuit Courts of Appeal.
- An interstate natural gas pipeline company as environmental permitting, land use, and litigation counsel in handling appeals of Clean Water Act Section 401 Water Quality Certifications in the Second Circuit and Third Circuit.
- A major pipeline developer in all aspects of development in Pennsylvania, including environmental permitting, for more than 50 years.
- A Fortune 500 interstate natural gas pipeline company in the trial and appeals of a groundbreaking Religious Freedom Restoration Act (RFRA) case, ending with the U.S. Supreme Court’s denial of a petition for certiorari, allowing a precedential decision by the Third Circuit in favor of our client to stand. A group of nuns known as the Adorers of the Blood of Christ tried to use the RFRA to circumvent a condemnation order issued under the Natural Gas Act to construct the Atlantic Sunrise pipeline across a parcel of property they owned, after the nuns failed to raise any concerns at FERC.
- A Fortune 500 interstate natural gas pipeline company in successfully handling appeals and opposing a petition for certiorari to the U.S. Supreme Court filed by environmental groups, who sought review of a precedential Third Circuit opinion upholding the jurisdiction of the federal Courts of Appeal over appeals of federal permits issued by state agencies for interstate natural gas pipeline projects. The case has nationwide significance for interstate natural gas pipeline developers battling to keep appeals of aspects of their projects in the federal appellate courts.
- A natural gas coalition in handling an amicus brief relating to a state agency’s denial of a company’s application for a water quality certification, which adversely impacted the ability of natural gas companies to supply natural gas from Pennsylvania to the Northeastern United States market. Consistent with the arguments made in the amicus brief, the court vacated the state agency’s denial and remanded the issue back to the state agency.
- A Fortune 100 oil and gas company in providing advice regarding the operation of natural gas wells, including compliance with regulations, strategies to address opposition to project operations, and working with experts to conduct internal investigations.
- A natural gas pipeline company in obtaining denial by the Third Circuit of the second appeal by a local organization of the review of water quality permits issued by the Pennsylvania Department of Environmental Protection (PADEP) for the company’s Pennsylvania pipeline project. The Third Circuit ruled that PADEP’s interpretation of its own (ambiguous) regulations was entitled to deference, and that PADEP did not act arbitrarily or capriciously in determining that the project at issue was water dependent and complies with Pennsylvania’s water quality permitting regime.
- A natural gas pipeline company in handling regulatory permitting, right of way acquisition including condemnation, and appellate matters for expansions of a 300-line pipeline system.
- A large environmental services company in successfully seeking approval from the PADEP solid waste program to use drilling mud from natural gas wellbores under a Research and Development permit, in the face of opposition from third parties concerned about environmental impacts. The client makes a cement-type product from a mix of drilling mud and proprietary materials that is used to build Marcellus Shale and Utica well pads and access roads to the pads for the natural gas industry.
- A major midstream pipeline company, in negotiating the first natural resource damages (NRD) settlement under Minnesota law for petroleum-related groundwater contamination.
- An energy company as environmental counsel in obtaining environmental permits and defending against environmental challenges associated with the construction and operation of a state-of-the-art electric generating facility in Pennsylvania. We also serve as environmental counsel in the financing associated with the project.
- An energy infrastructure investment firm as environmental counsel regarding two proposed natural gas-fired combined cycle combustion turbine electric power generating stations in Pennsylvania, on issues relating to environmental permitting and local land use approvals needed to begin construction.
- An energy infrastructure company in negotiations with state and federal NRD trustees to resolve claims alleging NRD liability, involving discussion of developing a multi-part NRD project and potential credit plan.
- A large energy corporation in handling environmental, real estate, and oil and gas matters for its natural gas assets.
- An energy company in a summary judgment win, which was upheld on appeal, dismissing CERCLA claims and holding that the company is not liable for environmental liabilities of its predecessor’s subsidiaries in Florida. The court concluded that no fraud or similar wrongdoing existed sufficient to pierce the corporate veil, setting an important precedent limiting the client’s potentially substantial liabilities arising from the operations of a corporate predecessor.
- A large North American energy infrastructure company in working with the EPA, its partner agencies and PRPs to conduct a remedial investigation/feasibility study for 17 miles of the Passaic River in New Jersey and a removal action at a specific portion of the River. We are developing an innovative remedial design plan, preparing for litigation, and responding to regulatory issues and challenges.
- A large North American energy infrastructure company in developing strategies for and defenses to threatened environmental and contractual indemnity litigation involving multiple sites, including complex corporate defenses, contract issues, and expert work on contaminant fate and transport.
- An energy corporation in ongoing negotiations involving PADEP, EPA, DOJ and the U.S. Army Corps of Engineers in connection with an environmental audit conducted by our client.
- An energy company in winning summary judgment in a CERCLA cost recovery case brought by a subsidiary of an electric power company in federal court in Ohio, which was affirmed by the Sixth Circuit.
- An energy company in defending against CERCLA cost recovery and contribution claims stemming from cleanup of coal tar contamination at 18 former manufactured gas plant sites across New York state, culminating in a bench trial in federal court in New York.
- A large North American energy infrastructure company in a major bankruptcy case brought by debtors whose biggest liabilities were environmental obligations to the client, the EPA and others, and whose biggest assets are also environmental claims. We are filing claims, responding to and filing motions, addressing creditors committee issues, and negotiating a plan and the elements needed to establish trusts for handling the debtors’ assets and liabilities.
- A leading independent American power producer as local and environmental counsel in the approximately $1 billion financing of the company’s Pennsylvania power plant project. We successfully obtained permits and defeated environmental challenges for the construction of the 925-megawatt plant.
- An electrical generating plant fueled by agricultural waste on environmental diligence for its purchase out of receivership, and in complex air permit renewal proceedings, involving retroactive BACT, PSD increment exceedances and the nation’s first non-waste determination. We advised on beneficial use permitting, investigated alleged fuel supply tampering, and ultimately obtained summary dismissal of litigation faced by the client under the Minnesota Environmental Rights Act.
- A mining and mineral resources company in pursuing CERCLA contribution claims to recover millions of dollars of investigation and clean-up costs to address alleged lead, cadmium and arsenic contamination of soils alleged to be associated with the early 20th century operations of two former zinc smelters in Oklahoma, culminating in a bench trial in federal court in Oklahoma.
Manufacturing and Transportation
- A chemical manufacturer in the investigation of, and litigation arising from, a plant explosion with multiple fatalities. We have provided counsel to managerial employees in interviews with OSHA and the Chemical Safety and Hazard Investigation Board, defended litigation initiated by the Illinois and county attorney general’s offices relating to alleged environmental impacts and remedial actions for the facility and surrounding areas, and worked with experts on root cause analysis.
- A chemical manufacturer in environmental compliance associated with asset disposition in New Jersey, including compliance with the Industrial Site Recovery Act, remediation cost assessment, and resolution of off-site claims and insurance recovery.
- An international specialty metals and chemicals manufacturer in a CERCLA and Pennsylvania Hazardous Sites Cleanup Act cost recovery and contribution action initiated by PADEP, who is seeking to fund a cleanup of industrial solvents and metals in soils and groundwater that are alleged to have discharged from historical operations of the client’s former metal tubing facility in Pennsylvania.
- A manufacturer in regulatory compliance matters for four legacy liability sites in New Jersey, including involvement with federal and state regulators, assistance with the site remediation process and implementation of the Licensed Site Remediation Professional Program in New Jersey, assessment of potential natural resource damages, management and disposal of hazardous waste, and contracting and insurance matters arising from implementation of remedial activities.
- A Fortune 100 industrial manufacturing and aerospace company as “on loan” in-house counsel in handling Superfund matters nationwide, negotiating consent decrees, serving on PRP allocation and steering committees, and handling one of the first prospective purchaser agreements with USEPA on a Florida Superfund site.
- A leading manufacturer of electronic components in navigating its strategy for and response to multi-million dollar claims filed in Canada alleging PCB contamination arising from the operations of a former Canadian subsidiary.
- An international manufacturer in evaluating a potential RCRA citizens’ suit against the current owner of a former manufacturing facility site based on the current owner’s failure to comply with RCRA permit obligations, as well as in negotiating with the state environmental agency with regard to the RCRA permit at issue.
- An airline in serving as environmental regulatory compliance counsel for its terminal operations in the Northeast, including counseling on day-to-day operations and construction projects involving environmental permitting, coordination with governmental agencies, environmental compliance with redevelopment, management and disposal of hazardous waste, site remediation, underground storage tank permitting, maintenance, testing and operation; and land-use permitting.
Food, Beverage and Agribusiness
- An agriculture company in prevailing on a citizens’ petition for environmental review of its potato field expansion project.
- Food and meat processing industry companies in negotiating multiple significant user agreements.
Corporate Transactions Across Multiple Industries
- A university in the acquisition of a $45 million 800+-bed apartment complex, which was a remediated brownfields site, to be converted by the university into student housing, including advice on best practices for minimizing the risk of environmental liabilities in connection with the acquisition.
- A supplier of organic and non-GMO food and feed ingredients in its acquisition of the specialty grains and ingredients business of a multinational food and mineral company, which included support on environmental matters.
- A manufacturing and machining technologies company in its sale to a NASDAQ-listed aluminum producer, which was the result of a highly competitive auction. The buyer also acquired the real estate underlying the seller’s facility and a software company affiliate, and we handled all aspects of the M&A, tax, corporate reorganization, real estate, employee benefits, and environmental issues presented.
- A North American transportation and logistics company in its acquisition of a controlling stake in a truckload and less-than-truckload freight delivery provider, including handling environmental matters.
- A large multi-hospital health system in its acquisition of three different hospital systems in recent years, which included handling environmental compliance.
- A national provider of customizable lighting in its $103 million sale to a private equity firm, which included advising on environmental issues.
- A growing Ohio-based freight company in handling the environmental components of real estate acquisitions.
- An equity investor in providing state and local support on its construction period investment in a 200-megawatt wind energy project in Minnesota, including performing environmental and regulatory due diligence on the project and transmission route and supporting membership interest agreement and permit opinion negotiations.
- Lenders as North Dakota counsel in a $222 million construction loan for an approximately 18,000 acre, 150-megawatt wind project and transmission line, including performing state and local environmental, real estate, and regulatory due diligence.
- A global power company in exploring the potential acquisition of a waste coal power project, including providing advice on complex environmental and energy issues involved.
- Investors in solar projects on regulatory and environmental compliance and local permitting and approvals, including on Minnesota community solar garden requirements.
- A national bank in financing a solar project at a military installation in Maryland, including due diligence on environmental, real estate and regulatory matters, review of issues with government contracting, and also review and critique of opinions rendered by the developer’s counsel.
- An industrial group in handling environmental, real estate, regulatory and tax matters on local and state levels and power purchase agreements in the acquisition and financing of a wind project in the Allegheny Mountains of Western Maryland, including providing required legal opinions.
- Investors as Pennsylvania counsel for the refinancing of a 100-megawatt wind project in Central Pennsylvania, including due diligence and preparation of environmental permitting opinions in connection with refinancing.
- An offshore wind developer in contract negotiations, compliance matters, and approvals of construction plans in connection with an application before the Maryland Public Service Commission to gain Offshore Renewable Energy Credits (ORECs) to fund the construction of offshore wind in Maryland. Throughout the process we collaborated with experts who assessed energy markets and sales, construction costs, environmental impacts, and community sight impacts.
- A national energy company in the refinancing of a utility-grade grid-connected solar project at a college, in which we provided environmental and regulatory opinions in connection with the refinancing.
- A Fortune 500 waste disposal and recycling company in all aspects of its business operations in Pennsylvania, New Jersey, Delaware and Maryland, including landfill permitting, compliance, enforcement, land use, transactions and litigation, for nearly 40 years.
- A major waste disposal company in obtaining a favorable ruling on preliminary objections in a pair of putative class action cases pending in a Pennsylvania state court, involving claims of negligence and public nuisance arising from alleged landfill odors. We continue to represent the client in working to defeat the surviving claims of the putative class.
- A major waste disposal company in defending against a proposed class action initiated by area residents in New Jersey alleging negligence and public and private nuisance claims arising from alleged landfill odors caused by improper landfill construction, operation and maintenance, which we were able to resolve favorably at an early stage, prior to the class certification process, through mediation.
- A major waste disposal company in negotiating with federal and state agencies and PRP groups to address costs of remediating closed municipal landfill sites and avoid litigation in Pennsylvania, New Jersey, New York and Delaware.
- A subsidiary of a major waste disposal company in defending the company and its management against multi-million dollar claims of fraud and breach of fiduciary duty relating to the formation, operation and dissolution of a joint venture in the hazardous waste management industry.
- A real estate operator in conducting national environmental due diligence and contract negotiation for the redevelopment of commercial properties in Minnesota; negotiating cost sharing on remediation and serving as lead counsel on environmental permitting in the redevelopment of a brownfield; and handling construction and architecture agreements and procurement of an environmental insurance policy.
- A real estate property manager and related holding companies in negotiating a consent decree in a lead paint regulatory enforcement action brought by the Maryland Department of Environment.
- A developer and operator of industrial warehouse and distribution facilities in an emergency response action involving allegations by state and federal agencies of releases of hazardous substances from the facilities and alleged impacts to navigable waters. We also negotiated a settlement of claims for contribution to cleanup costs by other potentially responsible parties.
- A real estate developer in providing environmental counseling relating to the lease of 35 acres of industrial waterfront property to an automobile company. The client will improve the property by completing environmental remediation work, developing a berthing area and capping with asphalt.