Counsel

Maureen M. Crough

Energy
Environmental
M&A

mcrough@sidley.com

New York +1 212 839 7323

- Letter
- A4

MAUREEN CROUGH focuses her practice representing domestic and non-U.S. purchasers, sellers, lenders, landlords, and tenants in the environmental aspects of a broad range of financial transactions. She is 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, Maureen 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 Superfund matters and the performance of voluntary cleanups in state programs.

Maureen has been recognized by Chambers USA (2005–2023) in New York Environment: Mainly Transactional Law where one source says that she “has a business-focused approach and doesn't get caught in the weeds.” Chambers USA 2022 notes that “she is very thoughtful and experienced,” and “very capable at in-person negotiations.” Maureen was also recognized in Who’s Who Legal: Environment (2013–2019) and has been recognized each year since 2010 in The Best Lawyers in America in Environmental Law. She serves as chair of the Princeton Women’s Network Advisory Council and is a member of the Executive Committee of the Alumni Council of Princeton University.

Experience

Represented Flex Ltd. (Nasdaq: FLEX), an American multinational manufacturing company domiciled in Singapore, and its Fremont, California-based solar technology subsidiary, Nextracker Inc. (Nasdaq: NXT), in its US$662.5 million combined primary (synthetic secondary) and secondary underwritten public offering of its Class A common stock by Nextracker and certain selling stockholders.
Represented RelaDyne LLC, a portfolio company of American Industrial Partners, in its acquisition of Sun Coast Resources, Inc. and Grupo Lucalza.
Represented Flex Ltd. and its Fremont, California-based solar technology subsidiary, Nextracker Inc., in its upsized US$734.2 million initial public offering, making it the largest IPO of 2023.
Represented Magna International Inc. in its US$1.525 billion acquisition of the Veoneer Active Safety business from SSW Partners.
Represented Eurazeo in its acquisition of a majority stake in Cranial Technologies.
Represented Brand Velocity Partners and its portfolio company BBQGuys in connection with the agreement to combine BBQGuys with Velocity Acquisition Corp., a special purpose acquisition vehicle.
Represented Magna International Inc. in its pending US$3.8 billion acquisition of Veoneer, Inc.
Represented 9to5 Seating on environmental issues in its sale to Flokk AS, a portfolio company of Triton Partners.
Represented Argo Infrastructure Partners in its agreement to acquire 100% of the equity interests of the holding companies owning the Oneta Power Generation Project, a 1,127-megawatt power plant in Coweta, Oklahoma, and the Carville Power Generation Project, a 516-megawatt power plant in St. Gabriel, Louisiana, from a portfolio company of LS Power Equity Partners.
Advised Nidec Corporation about managing environmental issues in connection with its US$1.2 billion, worldwide, acquisition of Emerson Electric Co.’s motors, drives, and electric power generation business.
Represented Stonepeak Infrastructure Partners in its simultaneous acquisition of power generation facilities in the northeastern United States from GenOn Energy Inc. for US$390 million and from NRG Energy Inc. for an undisclosed amount.
Advised Delta Air Lines about environmental diligence and negotiation of environmental provisions in numerous agreements governing the US$1 billion redevelopment of passenger terminals at JFK Airport.
Advised a major manufacturer of packaging components about handling environmental diligence and negotiation of environmental contractual protections in the acquisition of 10 manufacturing facilities across the United States, including correction of pre-closing permit violations.
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 the South Florida Water Management District in addressing the environmental risks and contractual issues associated with the potential acquisition of more than 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 a pharmaceutical corporation about how to address environmental, health, and safety concerns raised by a university in connection with the university’s potential acquisition of a former laboratory.
Advised an international steel corporation about environmental issues, including the purchase of insurance, during the sale of its U.S. operations.
Counseled a major manufacturer in successfully challenging a US$1 million fee assessed by the New Jersey Department of Environmental Protection in connection with financial assurance requirements under the Industrial Site Recovery 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.
Advised clients about compliance with the New Jersey Industrial Site Recovery Act and Connecticut Property Transfer Act in connection with transactions and post-closing remedial obligations.
Assisted a Fortune 50 pharmaceutical corporation analyze more than 80 environmental permit transfer requirements, and established alternative financial assurance arrangements for more than 25 environmental obligations, in connection with a major acquisition.
Counseled a major financial institution acting as a fiduciary about the environmental risks of investing trust assets in 15,000 acres of commercial property in the Southeast on which defense contractors had conducted significant operations.
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.
Worked with a developer and environmental consulting and legal team after contamination was unexpectedly discovered during a US$250 million retail construction project 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 the owner of two former railroad sites in New York City about the impact of the New York State Environmental Quality Review Act, New York City Environmental Quality Review requirements, and other environmental issues in connection with the sale and redevelopment of the sites for public use.
Negotiated a settlement to resolve claims in excess of US$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.
Negotiated a settlement to resolve Superfund claims in excess of US$16 million against a Fortune 500 manufacturer of consumer products for contamination at a Long Island landfill.
Assisted a client in settling insurance claims for response costs, natural resource damages, and defense costs totaling more than US$75 million.
Counseled a major petroleum corporation in its cleanup of petroleum contamination at a former oil storage terminal in central New York under a consent order in connection with the Navigation Law.
Counseled a pharmaceutical company regarding environmental claims in excess of US$500 million 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.
Counseled a natural resources company in connection with potential restructuring by evaluating which of its environmental claims would be dischargeable in bankruptcy.
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.
Assisted a large utility in acquiring a 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.

Credentials

Admissions & Certifications

New York

Education

University of Michigan Law School, J.D. (cum laude, Editor-in-Chief, University of Michigan Journal of Law Reform)
Princeton University, A.B. (magna cum laude)