The Firm’s Transactional Environmental Practice is built on a simple principle: a successful deal requires a precise understanding of environmental risk and a practical strategy for allocating and managing that risk without slowing the pace of business. We represent purchasers, sellers, developers, investors, lenders, tax credit investors, landlords, tenants, and corporate clients in real estate, corporate, and financing transactions involving contaminated properties, industrial and automotive operations, drycleaning and petroleum sites, landfills, brownfield and Superfund sites, and businesses with complex permitting and compliance obligations. Over three decades, our attorneys have supported hundreds of such transactions involving billions of dollars in private investment.
We structure and negotiate the environmental provisions of the full range of deal documents—purchase and sale agreements, asset and equity purchase agreements, leases, joint venture and development agreements, loan documents, environmental escrow and holdback agreements, access agreements, remediation agreements, and stand-alone environmental indemnification agreements—so that environmental risks are accurately identified, rigorously analyzed, priced, and allocated to the party best positioned to bear them. Because we are environmental specialists, we work alongside our clients’ corporate, real estate, and finance counsel rather than in place of them, plugging into the deal team to handle the environmental workstream from letter of intent through closing and the post-closing obligations that follow.
Environmental Due Diligence
Our work begins with strategic due diligence. We scope, procure, and manage Phase I and Phase II Environmental Site Assessments and limited site assessments; review consultants’ findings critically; and supplement them with our own review of the online regulatory files maintained by the Florida Department of Environmental Protection (FDEP), Miami-Dade DERM, Broward County, Palm Beach County ERM, and other agencies, so that enforcement history, open cases, permit status, and recorded institutional controls are identified before they become surprises. We confirm that investigation programs satisfy the All Appropriate Inquiries standard required to preserve Bona Fide Prospective Purchaser and other landowner liability protections, and we advise on the continuing obligations those protections carry after closing.
Our analysis focuses not simply on whether contamination exists, but on what it means for the transaction: legal liability, the availability of Florida and federal liability protections, regulatory closure, financing and valuation, construction, soil disposal, groundwater management, permitting, schedule, insurance, and future marketability. For properties headed into redevelopment, we evaluate environmental conditions against the proposed site plan and construction program so that issues affecting excavation, foundations, utilities, stormwater infrastructure, dewatering, subsurface structures, and worker or occupant exposure are identified and priced before closing. We distinguish the issues that can materially affect the value and viability of a transaction from those that can be managed through negotiation, insurance, or targeted contractual controls, and our findings feed directly into the representations, covenants, conditions, and risk-transfer structures we then draft.
Deal Documents and Risk Allocation
A core strength of our practice is negotiating and drafting highly tailored environmental provisions. On the buy side, we prepare environmental representations and warranties addressing historical releases, storage tanks, hazardous materials management, permit status, prior enforcement, and the completeness of environmental disclosures; negotiate indemnities that distinguish known from unknown conditions and address survival, caps, baskets, and sunset provisions; and size escrows and holdbacks to remedial cost estimates rather than round numbers. On the sell side, we structure as-is transactions, control the scope of buyer testing and the use and reporting of its results, limit or eliminate seller representations, and secure releases and post-closing indemnities that protect sellers of properties with long environmental histories or pending enforcement matters. We also negotiate environmental covenants requiring the performance of remediation, the maintenance of monitoring and engineering controls, the transfer or modification of permits, and continued compliance with environmental laws.
In corporate transactions, we address the distinct exposures of asset and equity structures, including successor liability, the treatment of environmental permits and consent orders in a change of control, the scope and survival of environmental indemnities, and whether principals have assumed obligations in a personal capacity through guarantees or individual indemnities. We draft environmental escrow agreements that fund investigation or cleanup over time, remediation agreements that set the scope, standards, and milestones for corrective work, access agreements, and stand-alone indemnification agreements that assign responsibility for contamination, regulatory actions, and third-party claims. When post-closing disputes arise, we enforce the environmental provisions we and others have drafted.
Florida Liability Protection and Incentives in Transactions
Florida law offers transaction parties liability protections and economic incentives that do not exist in most states, and no firm has used them more extensively. We structure transactions around the Florida Brownfields Redevelopment Act so that purchasers, lenders, and their principals obtain the liability protection of a Brownfield Site Rehabilitation Agreement (BSRA); we negotiate BSRA assignment and assumption agreements and amendments with FDEP, DERM, Broward County, and other delegated programs so that protection travels with the property through the deal; and we allocate Voluntary Cleanup Tax Credits, Brownfield Redevelopment Bonus Refunds, and construction-material sales-tax refunds among sellers, purchasers, developers, and investors. Through October 2026, the Firm had negotiated more than 195 BSRAs, amendments, and assignment agreements and prepared or submitted more than 420 Voluntary Cleanup Tax Credit applications.
We also address the transfer of eligibility in Florida’s Drycleaning Solvent Cleanup Program and Petroleum Restoration Program; the assignment of Voluntary Cleanup Agreements and the liability protection they confer under Chapter 376, Florida Statutes; the effect of Site Rehabilitation Completion Orders, conditional closures, Declarations of Restrictive Covenant, and other institutional and engineering controls on title, financing, construction, and future use; and, for federally regulated sites, CERCLA Bona Fide Prospective Purchaser, contiguous property owner, innocent landowner, and local government liability protections, Prospective Purchaser Agreements, comfort and status letters, Ready for Reuse determinations, and windfall lien resolutions. Our Senior Attorney Matthew Sander negotiated and drafted those federal instruments for more than two decades at the U.S. Environmental Protection Agency and co-authored the agency guidance that governs them, so our clients approach EPA with agreements and requests structured the way the agency expects to see them.
Leases and Operating Businesses
For landlords and tenants, we draft environmental lease provisions addressing baseline conditions, the tenant’s permits and licenses, hazardous materials and waste handling, spill response and reporting, maintenance of environmental systems, indemnification for tenant operations, and end-of-term decommissioning and restoration. Because an operator’s permitting status becomes the property owner’s problem when a tenant leaves or an agency inspects, we evaluate whether the DERM operating permits, Broward County licenses, wellfield protection approvals, and FDEP permits a tenant’s operations require are in place, and we counsel owners on their rights and obligations under the lease and prior sale documents when they are not.
Construction-Phase Environmental Risk
Many of our transactions close into construction on properties where contamination will be managed rather than removed. We align the deal documents with the soil management plans, dewatering permits, engineering controls, and conditional closure requirements that govern the project, and we draft the environmental provisions of construction and consultant contracts—including allocation of responsibility for unanticipated conditions, contaminated soil and groundwater handling and disposal, and contractor pollution liability insurance—so that risk is allocated consistently from the purchase agreement through the general contract.
Environmental Insurance
A modern transactional practice demands fluency in the environmental insurance market. We solicit and evaluate proposals for pollution legal liability, contractor pollution liability, remediation cost-cap, and lender and secured-creditor policies, as well as environmental endorsements to representations and warranties insurance. We negotiate policy terms, limits, deductibles, exclusions, coverage periods, insured parties, and claims-handling procedures, and when standard forms are insufficient, we manuscript endorsements so that coverage aligns precisely with the indemnity and escrow structure of the transaction. Environmental insurance is often the tool that bridges a gap in negotiations, satisfies a lender or tax credit investor, and protects a long-term investment.
Lenders, Tax Credit Investors, and Financing
We represent lenders in environmental diligence and loan documentation for acquisition, construction, and permanent financing of contaminated and formerly contaminated properties, and we represent borrowers in satisfying lender environmental requirements. For affordable and workforce housing projects financed with federal and state tax credits, we prepare the environmental status memoranda, pollution liability policy summaries, and reasoned legal analyses that tax credit investors, lenders, and their counsel require before closing, addressing site history, assessment and remediation status, agency approvals, the conditions expected for closure, and the protections the project’s liability structure and insurance provide. We also work with clients to address lender concerns involving regulatory closure, institutional controls, continuing remediation obligations, and other conditions affecting collateral, underwriting, and future refinancing or disposition.
Representative Transactional Engagements
Recent transactional engagements include:
- Representing the seller of an industrial property with a lengthy environmental history and a pending FDEP Consent Order in negotiating the environmental article of the purchase and sale agreement, including controls on buyer testing and the use and reporting of results, an as-is structure without seller environmental representations, a full environmental release, and broad post-closing indemnification.
- Representing the purchaser of a Miami Beach drycleaning site in amending the property’s Voluntary Cleanup Agreement with FDEP to substitute the purchaser for the prior owner, and advising on the liability protection the purchaser obtains under Chapter 376, Florida Statutes, as a party to the agreement.
- Reviewing an executed equity interest purchase agreement for a client following a laboratory business sale, analyzing the environmental representations and permit covenants, the scope and survival of the related indemnification, and whether any selling principal had assumed indemnity obligations in a personal capacity.
- Preparing the pollution liability policy and environmental status memoranda for the tax credit investors, lenders, and counsel financing the first phase of an affordable housing redevelopment on a brownfield site in North Miami, addressing the site rehabilitation history, DERM approvals, anticipated conditions of closure, and the soil management plan.
- Negotiating BSRA assignment and assumption agreements with FDEP, Miami-Dade County, and Broward County in connection with the sale of brownfield properties, so that purchasers and their lenders step into the liability protection and tax credit eligibility of the existing agreement.
- Representing an automotive dealer in the pre-acquisition environmental due diligence for a dealership and service center site in Broward County, including scoping the Phase II Environmental Site Assessment to capture regulatory, third-party, and construction-phase contamination risk, conferring with Broward County and FDEP on the regulatory status of the property and the permitting and compliance requirements of dealership operations, quantifying the incremental cost of managing contaminated media during construction, and soliciting and manuscripting environmental insurance coverage.
- Representing an automotive dealer in the environmental due diligence and negotiation of a long-term ground sub-sublease for a parcel within a former municipal landfill in Miami-Dade County, including management of the Phase I and Phase II assessments, meetings with DERM and FDEP on assessment, cleanup, and permitting requirements, drafting and negotiating the environmental terms of the sub-sublease with the client’s transactional counsel, and procuring environmental insurance.
- Representing the purchaser of a portion of a former lumber-treating site in Palm Beach County being redeveloped for industrial and commercial use while site rehabilitation under an FDEP-approved Remedial Action Plan and Soil Management Plan remains ongoing, including allocation of the remaining BSRA, RAP, and groundwater monitoring obligations among the subject parcel, the broader site, neighboring properties, and county rights-of-way; assignment and assumption of the existing BSRA; responses to investor, lender, title, and insurer diligence; Voluntary Cleanup Tax Credit strategy; integration of the engineering and institutional controls with the development plan; and coordination with FDEP and the county on contaminated soil and engineering controls within the adjoining rights-of-way.
- Representing a bank in the sale of a former municipal dump in Palm Beach County held as real estate owned, including drafting and negotiating with successive prospective purchasers an environmental rider to the purchase and sale agreement with comprehensive disclosure, as-is, release, and indemnity provisions and tightly controlled Phase II testing terms (pre-approval of the buyer’s consultant and scope, insurance and generator-status requirements, reliance certifications, and limits on buyer communications with FDEP); drafting and negotiating the BSRA Assignment and Assumption Agreement with FDEP and securing the statutorily required consent of the municipality after briefing its staff and elected officials; and soliciting and binding environmental insurance covering both seller and buyer at closing.
- Counseling a property owner on the permitting status of a tenant’s laboratory operations and on the owner’s rights and obligations under the lease and the transaction documents governing the prior sale of the business to the tenant.
Why Clients Choose the Firm
The Goldstein Environmental Law Firm is a boutique focused entirely on contaminated-site transactions, brownfield and Superfund redevelopment, environmental permitting and compliance, and environmental risk allocation. Our team brings senior-level experience from inside the agencies whose decisions shape these transactions. Senior Attorney Matthew Sander spent more than two decades in senior and supervisory roles in U.S. EPA’s Office of Site Remediation Enforcement, where he negotiated and drafted Prospective Purchaser Agreements, comfort and status letters, and Ready for Reuse determinations, served as EPA’s national subject-matter expert on lender, municipal, and public-entity liability protections, and co-authored the agency’s signature Superfund and brownfields redevelopment guidance. Dr. Brian J. Dougherty, the Firm’s Director of Technical and Regulatory Services, served as the statewide technical lead for contaminated site cleanup programs in FDEP’s Division of Waste Management and helped write Chapter 62-780, Florida Administrative Code, the rule that governs how contaminated sites are assessed, remediated, and closed in Florida. And Managing Partner Michael R. Goldstein helped write Florida’s Brownfields Redevelopment Act in 1997 and its 2025 amendments and has negotiated more brownfield agreements than any other lawyer in the state. That experience, together with our working relationships with the leading environmental consultants, brokers, and underwriters in the market, allows us to anticipate how EPA, FDEP, and the county programs will evaluate a transaction and to navigate state and federal environmental liability, redevelopment incentives, and regulatory negotiations with unusual depth and speed. We bring that depth to every transaction; we work intensively and personally on each one, and we integrate technical, regulatory, and commercial considerations into clear strategies that move deals forward. Developers, landowners, lenders, investors, and local governments turn to us for the specialized, hands-on judgment needed to close contaminated-property transactions on time and on terms that protect them long after closing.