1. THE RELATIONSHIP BETWEEN LAWYER, CLIENT AND ENVIRONMENTAL CONSULTANT IN TRANSACTIONAL DUE DILIGENCE MARCH 8, 2013 presented by DOUG CLOUD, M2C2LAW PETE CAPPONI, GAIATECH

2. Each Deal is Unique But, a Few Common Denominators.  Need good understanding of client’s:  deadlines (set milestones, regular contact);  short & long-term objectives (exit strategy).  Know your client team members, other parties.  Set appropriate scope.  Anticipate mechanism for handling unexpected  Technical,cost,schedule.

3. It’s A Team Effort  Build a team with participants that respect one another and communicate well.  Qualified for scope.  Keep client’s objectives in mind.  Flexibility; ability to react.  Responsiveness.

4. Top 10 List “ A man's GOT to know his limitations.” Harry Callahan.

5. #1. Legal Consultant?  Environmental consultant as legal advisor.  Unauthorized practice of law.  Environmental lawyer as technical advisor.  Team work is everything!

6. #2. Setting Materiality Levels, Expectations “The one that should have got away.”

7. #3 thru #6  Ignoring Conflicts  Re-dealing common, especially in Private Equity.  Competitive market pressures on “Strategics”  Maintaining Confidentiality (contacts, disclosure)  Site visits and contacts  Technical pressures on details (estimates, regulatory agencies)  Endgame (Cost-to Cure Tools)  Benefits of Sale-Side Diligence  Issue ID and resolution; Data Room value (EMS)

8. #6 thru #10  Access Agreements; Release Reporting  Revising Reports  Communication  Document Control  Bargain Basement, Reduced Scope Phase I  “Get what you pay for”  Compliance review capabilities  Professionalism