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Solar Lease Negotiations from the Landowner's Perspective
In examining the evolution of oil and gas leases and related energy industry agreements in the recorded public records, it is interesting to observe when certain clauses begin to appear and how they develop with the passage of time as additional agreements are drafted. These modifications almost always emerge to address concerns that were not apparent to the parties during the early days of the particular industry, but eventually became problematic as basic forms were applied in practice. In this context, necessity remains the mother of invention. In the same manner, it is anticipated that solar lease drafting practices will evolve to address lessons learned by landowners and lessees as a result of the first wave of widespread solar development in Texas. In the meantime, attorneys that represent landowners must anticipate potential problems by employing a creative approach that considers various hypothetical scenarios and outcomes for each unique client and tract of land. This requires a high degree of situational awareness and attention to detail, in addition to a base knowledge of how solar power is generated, stored, transported and marketed.
Due Diligence Basics
When corporate lawyers say that a traditional law school education does little to prepare you for a transactional practice, due diligence often comes to mind. It is fundamentally a business skill that requires the ability to understand the client’s commercial objectives, analyze industry documents, identify key business issues and present relevant information in plain English. For this reason, many will say that the best way to learn how to conduct a due diligence review, is to do it. The authors of this paper do not disagree; we note here only a few key considerations that may provide some helpful context for learning this essential skill in the practice of business law.
Due Diligence: Key Considerations for Business Transactions
When corporate lawyers say that a traditional law school education does little to prepare you for a transactional practice, due diligence often comes to mind. It is fundamentally a business skill that requires the ability to understand the client’s commercial objectives, analyze industry documents, identify key business issues and present relevant information in plain English. For this reason, many will say that the best way to learn howto conduct a due diligence review, is to do it. The authors of this paper do not disagree; we note here only a few key considerations that may provide some helpful context for learning this essential skill in the practice of business law.
Best Practices for Performing and Supervising M&A Due Diligence
The title of this article seems a bit presumptuous given that “best practices” are always subjective and somewhat in the eye of the beholder. Nevertheless, the author, with nearly two decades of buy-side M&A experience, will attempt to impart some nuggets of wisdom and many practical tips for managing the M&A due diligence process. Managing such a process can encompass many steps and can be compressed into a few weeks or stretch out over several months. The process may involve many people from different departments within the acquirer company as well as outsourced expert advisors making contact with many people from different departments within the target company as well as the target company’s outsourced expert advisors. As such, the due diligence process can generate thousands of individual communications and loads of new data. Organization is the key to successfully navigating such a process. Lawyers are uniquely positioned to oversee and manage the process. With our ability to see across multiple domains, focus on the salient issues and manage competing deadlines, lawyers bring an important skillset to the M&A team. This article will attempt to provide lawyers with a roadmap and practical ideas for managing the M&A due diligence efforts of an integrated team.
Drafting Real Estate Contracts to Address Environmental Concerns
Environmental laws sweep broadly, regulating a wide range of business activities. The obligations and liabilities they create affect not only ongoing businesses, but also business transactions, including real estate transactions, stock transactions, financings and leases. This paper generally focuses on understanding and addressing concerns in real estate transactions, though similar principles apply with regard to other types of business transactions. Set forth below are: an overview of environmental programs; considerations pertinent to the structuring of real estate transactions and to the drafting of specific contractual provisions to manage environmental risks; and a brief description of some extra-contractual tools to manage those risks.