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Maureen
M.
Crough
Counsel
Vcard
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For several years, MAUREEN CROUGH has represented domestic and non-U.S. purchasers, sellers, lenders, landlords and tenants in the environmental aspects of a broad range of financial transactions. Ms. Crough has been involved in numerous aspects of environmental due diligence, evaluation of environmental insurance for use in transactions, negotiation of environmental provisions in acquisition and loan agreements, resolution of environmental matters in bankruptcy and environmental counseling pertaining to financial transactions. In related matters, she represents clients in buyer/seller environmental dispute resolution, and counsels clients in the requirements of U.S. and state environmental regulatory compliance and the development and implementation of environmental management systems. Her practice also includes representing clients in the performance of voluntary cleanups in state programs. Ms. Crough has been recognized by Chambers USA in New York Environment: Mainly Transactional.
Selected Representations
- Representing a manufacturer in interpreting and enforcing several related environmental indemnities that allocate liability and responsibility among the manufacturer and previously related entities.
- Advised an investor in a new environmental consulting venture about how to structure its investment to manage the risk of liability for claims arising from the venture’s activities.
- Represented a pharmaceutical corporation in negotiating the terms for the sale and partial leaseback of a 250-acre research and development facility in the Midwest, including how to structure environmental responsibility for the corporation’s ongoing operations at the facility during the leaseback period.
- Assisted a governmental agency in addressing the environmental risks and contractual issues associated with the potential acquisition of over 175,000 acres of agricultural land for use in an environmental restoration project, including how to allocate liability and responsibility for the seller’s lease and operation of the property for several years post-closing.
- Advised an international environmental trading exchange about U.S. legal issues presented by a proposal to establish a market for trading U.S. greenhouse gas allowances, especially allowances available to electric utilities under the Regional Greenhouse Gas Initiative in the Northeast.
- Assisting a client in documenting and establishing insurance and indemnification claims for response costs, natural resource damages and defense costs totaling more than $60 million.
- During a $250 million retail construction project, contamination was unexpectedly discovered. Ms. Crough worked with the developer and an environmental consulting and legal team to: (1) identify the extent of the problem; (2) resolve permit, waste disposal and remedial issues with the New York State Department of Environmental Conservation on an expedited basis; and (3) pursue a claim against a prior environmental consultant for failing to properly assess environmental issues during due diligence.
- Counseled a pharmaceutical company regarding significant environmental claims against an indemnitor in bankruptcy and another indemnitor not in bankruptcy. This representation included: (1) defending against litigation in the bankruptcy court to attempt to relieve the debtor of its environmental obligations; (2) pursuing legal options to require the debtor to continue performing under environmental orders and settlement agreements in effect pre-bankruptcy; (3) analyzing proposals to settle the corporation’s environmental claims in the bankruptcy; and (4) acting to preserve the corporation’s indemnification rights.
- Negotiated a settlement to resolve claims in excess of $50 million against a corporation under Superfund, NY statutory and NY common law that were brought by a subsequent owner of a corporate manufacturing facility in upstate New York.
- Assisted a large utility in acquiring title to a rainforest in Brazil. The title was then transferred to a local not-for-profit in hopes that the client could obtain carbon offset credits in the future. The client registered the transaction under the voluntary reporting and registration program of the U.S. Department of Energy.
- Representing a manufacturer of consumer products who is challenging a Superfund claim by New York State at a former municipal landfill. The manufacturer is disputing the State’s claim on a number of grounds, including statute of limitations and issues under the New York Environmental Quality Bond Act.
- Represented a multinational fertilizer company in its acquisition of a chemical company with facilities around the world. The project included the design and implementation of a global diligence strategy, coordination of activities among local counsel and consultants, evaluation of numerous environmental risks and development of a strategy to address them, and negotiation and drafting of contractual provisions to address cross-border environmental issues.
- Counseled a group of lenders providing exit financing to a Long Island aerospace manufacturer emerging from bankruptcy. The matter included development of a plan to manage environmental risks in the credit agreement and through post-closing actions by the borrower.
- Worked closely with a diversified multinational corporation and its accountants in performing environmental due diligence which focused on the adequacy of the target’s environmental reserves, and identified key issues for the purchaser to address promptly after closing.
- Assisted an entertainment corporation perform environmental due diligence, and draft appropriate disclosure, in connection with a securities offering. The issuer’s business included operation of racetracks, which may be subject to regulations for concentrated animal feeding operations.
- Counseled a natural resources company in connection with potential restructuring by evaluating which of its environmental claims would be dischargeable in bankruptcy.
- Counseled a major petroleum corporation in its cleanup of petroleum contamination at a former oil storage terminal in central New York. The remediation was performed under a Consent Order in connection with the Navigation Law.
Speaking Engagements
- "How Existing SEC Requirements Apply to Climate Change”, presented at Climate’s Impact on Securities Disclosures audioconference sponsored by The Environmental Law Institute and Sidley Austin LLP (Sept. 2007).
- “SEC Disclosure and Climate Change”, presented at meeting of the New York State Bar Association Securities Regulation Committee (Nov. 2007).
Publications
- “Summary of Significant Environmental Law Developments Affecting Lenders and Fiduciaries 1999-2000,” The Secured Lender (2000).
- “SEC Reporting Requirements: Environmental Issues,” 7 Environmental Claims Journal 41 (Winter 1994/1995).
