ONGOING ENVIRONMENTAL LEGAL ADVISORY
In order to meet the needs of many companies and public administrations, we launched an ongoing environmental legal advisory service (C.L.A.C.) by means of which we provide various regulatory and compliance assistance services in all the relevant domains of environmental law, which governs the activities of our clients.
The real novelty of this service is the opportunity for the customer to completely customize the desired service, choosing from the many types of professional contributions that we offer, according to the areas of activity concerned.
For example, it is possible to request these services:
- legal advice,
- supervision and regulatory updating,
- staff training,
- reviewing and drafting of public and private law contracts,
- carrying out routine inspections and legal due diligence,
- assisting companies to deal with the authorities that are responsible for overseeing and inspecting compliance,
- representation and advice in public tenders as well as the simulation of stress tests of regulatory compliance.
P&S stands out as a leading environmental consulting law firm and is recognized as such by several environmental engineering firms.
The challenges associated with the enormous amount of existing laws, makes it even more difficult for the start-ups that approach the Italian market, unaware of the pitfalls hidden within this legislative labyrinth.
This is why new business entities focused on sustainable innovation and new technologies are reserved special terms and conditions when requesting legal and advisory services to our firm.
Over recent years however, many industry associations have decided to enter into agreements and periodic agreements with our firm to receive daily environmental consulting in Italy and abroad.
Together with our professionals you can evaluate the best combinations for your business reality.
ENVIRONMENTAL CONTRACT CONSULTING
The awareness about the importance of environmental clauses in transactions and ownership transfers has increased considerably over the last decades.
This has led to a greater understanding of the preventative activities of legal environmental due diligence, to avoid the economic and legal risks associated with relevant issues, such as environmental pollution.
In these cases we often talk about environmental liabilities (the most frequent case is that of historical contaminations, with the related obligation to remediate).
Articles 1490 and 1497 of the Italian Civil Code govern legal guarantees for the sale of real estate and production assets, however, contractual obligations are not always met.
In this case, it is appropriate to distinguish between different hypotheses:
- non-conformity of production plants with environmental regulations;
- non-compliance of the transferred activity with environmental regulations (e.g. lack of authorisation);
- the need to reclaim the transferred assets due to the presence of contaminated soils.
This is why the indemnity clauses by which the seller undertakes to hold the buyer harmless and/or indemnify him plays a decisive role, even against claims made by third parties.
The term “indemnify” in fact means “to relieve others of the consequences of a fact that causes economic damage“.
Our environmental legal advice services sometimes aim to include clauses that guarantee the conformity of the goods being sold and the absence of any environmental damage (environmental claim).
If this is not the case, the buyer is required to request from the seller, often without success, the expenses incurred to comply with the regulations.
Of course, there are also clauses that completely overturn the situation, i.e. those that limit all or part of the responsibility on the part of the seller, passing on to the buyer some of the economic risks of environmental nature, arising from the lack of conformity of the transferred assets.
These limitations provide for allowances or a ceiling threshold, by which the seller undertakes to indemnify the buyer for liabilities arising post-transfer.
Of course, these clauses must be valid under certain conditions:
- the seller is always bound by his own conduct and the contrary agreement is null and void (art. 1489 c.c.);
- if the seller has withheld the defects in bad faith, the agreement is ineffective (Article 1490 of the Italian Civil Code);
- the guarantee is not due if the buyer knew the defects at the signing of the contract, or they were easily recognizable, the latter situation occurs when the acquisition was preceded by an environmental due diligence (art. 1491 c.c.).
- Finally, it should be noted that the agreements limiting in advance the liability of the debtor for intentional misconduct or gross negligence are null and void (Article 1229 of the Italian Civil Code).
We guide our clients through all the phases of negotiation and closing of the deal.
ENVIRONMENTAL LEGAL OPINIONS
The Environmental legislation is marked by a level of technical and scientific expertise that represents a unique case in the current legislative landscape.
Unfortunately, this situation results in risks, sanctions and consequences that can be devastating for businesses, public administrations and private individuals.
As a leading expert in the field, we offer a premium service of legal advisory, including support by telephone and videoconference, to mitigate business risks and reduce costs, while turning problems into competitive advantages.
The Supreme Court of Cassation has also reaffirmed the importance of using legal experts specialising in environmental consultancy, thus making it possible to exclude criminal liability (Ruling nr. 2246/2017).
Contact us for more details.