Description
Recent litigation emphasizes how shared services frameworks and centralized management structures can accidentally blur the legal boundary between entities. In United States v. EES Coke Battery L.L.C., the court declined to dismiss claims that two parent companies acted as "operators" under the Clean Air Act because of how their shared services agreement described environmental oversight and how their personnel acted in effecting compliance decisions.
The case underlines the risk when contract phrases giving broad control or decision-making authority, combined with actual conduct, can transform mere administrative support into operational control. A tension arises between drafting for corporate efficiency and containing potential liability, emphasizing the need for precise drafting and careful execution within parent-subsidiary structures.
Leveraging United States v. EES Coke Battery L.L.C. and U.S. v. Bestfoods as the foundation, the panel will discuss how language and conduct can create actual control over pollution-related (and other regulated) operations, and how to best draft agreements and protocols that establish and maintain practical and legal separation.
The panel examines the drafting pitfalls for clauses on scope-of-services, decision rights, compliance responsibility, no-agency wording, personnel secondments, reporting/escalation, "affiliates" definitions, and guarantees.
Listen as our panel translates case law into contract best practices, operational guidance, and ways to minimize risk that practitioners can adapt in practice.
Presented By
Mr. Rieser has more than three decades of experience advising clients in all areas of environmental law, including legislative, regulatory, compliance, and law enforcement matters, corporate, commercial, and real estate transactions, governmental and private cost-recovery actions, environmental insurance coverage, and remediation of contaminated sites. He serves Fortune 100 and mid-sized companies operating in a broad range of industries, including power generation, chemicals, petroleum, steel, food and consumer products, financial services, and waste management. In the legislative and regulatory arena, Mr. Rieser has represented trade associations, industry groups, and individual companies in numerous matters involving the U.S. EPA and the Illinois Environmental Protection Agency. He also represented power generating companies in permitting and administrative proceedings, and prepared responses to agency requests for information regarding CAA issues. An experienced litigator, Mr. Rieser has argued cases in federal and state courts, including a recent victory in the U.S. Circuit Court of Appeals for the Seventh Circuit, in which he represented a coalition seeking to preserve commercial navigation in the Chicago waterways. Other matters have included cost recovery and enforcement actions.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Date + Time
- event
Tuesday, January 20, 2026
- schedule
1:00 PM E.T.
I. Introduction
A. Overview of shared services models
B. EES Coke Battery and parent-operator risks
C. Balancing efficiency/independence
II. Foundational case law
A. Bestfoods standard
B. Impact of EES Coke Battery
C. Implications
III. Key contract drafting challenges
A. The scope of services
B. Decision rights and compliance responsibility
C. Effective no-agency and no-operator language
D. Affiliate relationships, guarantees, and shared personnel
IV. Governance and implementation
A. Implementing in daily operational practice
B. Policies and training to maintain independence
C. Oversight without assuming control
V. Takeaways, conclusion, Q&A
The panel will discuss these and other relevant topics:
- How do recent cases such as United States v. EES Coke Battery L.L.C. and U.S. v. Bestfoods define when a parent company becomes an "operator"?
- What shared services contract terms most often create risk of control or operator status, and how can counsel draft around them?
- How can corporate counsel allocate decision-making and compliance responsibility to preserve legal independence among affiliates?
- What lessons from EES Coke Battery and related enforcement trends apply beyond environmental law to other regulated contexts?
Related Courses
Shared Services and Centralized Management Contracts: Drafting to Minimize Parent Liability
Tuesday, January 20, 2026
1:00 PM E.T.
M&A Agreements: Limitations on Contractual and Extra-Contractual Liabilities
Available On-Demand
Breach of Contract Litigation: Categorizing, Proving, and Defending Damages
Available On-Demand
