Steptoe & Johnson

Representative Experience

ADA/Disability Discrimination

• Counseled employers on a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, WARN and NLRA
• Counseled employers concerning the interplay of ERISA, the Internal Revenue Code, and other federal laws such as FMLA, HIPAA, COBRA, ADA and WV WPCA, and assisted plan sponsors in making sense of the rules and regulations that govern
• Represented companies and insurers in employment litigation, including age, race, gender and disability claims
• Defended discrimination claims of race, gender, age, disability, religion and national origin in state and federal court, as well as claims brought before the EEOC and state human rights agencies in West Virginia, Kentucky, Pennsylvania, Louisiana, Tennessee, New York, Florida and South Carolina
• Sought summary judgment in ADA claim brought by employee alleging discriminatory discharage
• Extensive briefing of summary judgment motion in disability discrimination case

Alternative Dispute Resolution

• Represented individuals and businesses in mediation and alternative dispute resolutions
• Counseled public and private employers concerning a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, NLRA, Title VII and the WVHRA

Antitrust

• Sought dismissal of antitrust and unfair trade practices claims against doctor relating to his participation on hospital's privilege review committee
• Worked on matters involving injunctive relief to halt unfair competition practices
• Represented baby food manufacturers in defense of federal class action lawsuit alleging 17-year price fixing conspiracy
• Defended a manufacturer in a retaliatory discharge claim regarding how the manufacturer was pricing its product
• Currently serving as local counsel defending various title companies against federal antitrust claims brought as purported class actions in West Virginia and Ohio.
• Jury trial on antitrust claims under state antitrust statute and sales below cost statute against national coal company
• Defended a hospital on claims of antitrust violations (exclusive dealing and tying) arising from exclusion of CRNA's as a class
• Acted as local counsel to a major pharmaceutical manufacturer in claims of legal malpractice by mishandling of the defense of a case in state and federal antitrust claims
• Represented hospital in antitrust claims by physician
• Represented a chemical manufacturer in a case by excluded piping contractor against area chemical plants involving numerous Sherman Act and West Virginia antitrust claims
• Represented chemical company in defense of antitrust case in West Virginia federal court
• Represented numerous clients in West Virginia Attorney General antitrust investigations, including coal companies in state wide investigation of alleged monopoly pricing involving coal industry
• Defended pharmaceutical company in monopolization and related antitrust claims
• Litigated an antitrust action for a dominant health care provider in Pennsylvania involving a battle for the control of a major hospital
• Represented manufactured housing retailer in antitrust dispute with a competitor

Appellate law

• Assisted client in breach of lease agreement claim upheld by the United States Court of Appeals for the Ninth Circuit
• Briefed and orally argued numerous appeals in federal and state appellate courts on behalf of public and private clients
• Defended continuous miner operator and outby foreman in decertification actions before the West Virginia Coal Mine Safety Board of Appeals
• Wrote the summary judgment and appellate briefs for a municipal client’s defense of wage & hour claims by several employees resulting in near seven-figure savings for public employer
• Represented major hotel before the West Virginia Supreme Court of Appeals and the United States Court of Appeals for the Fourth Circuit Court on issues relating to wrongful discharge and federal labor relations
• Represented a surgeon in three successive trials and interim appeals of a wrongful death medical malpractice case over 8 years
• Opposed class certification in employment discrimination litigation and successfully defended the denial of class certification before the West Virginia Supreme Court of Appeals
• Argued before the United States Court of Appeals for the Fourth Circuit Court and West Virginia Supreme Court of Appeals on civil rights issues
• Appeared as counsel of record in over 200 appellate matters, including cases in the United States Supreme Court, the United States Court of Appeals for the Fourth Circuit, the Supreme Court of Appeals of West Virginia, the Supreme Court of Virginia, and the Supreme Court of Kentucky
• Represented clients in various appellate matters including actions (1) challenging constitutionality of non-judicial foreclosure (2) challenging constitutionality of statutory limits on non-economic damages (3) seeking to establish cause of action for workplace stress (4) seeking to establish per se violations of insurance bad faith statute (5) seeking removal of co-trustee of testamentary trust (6) seeking to establish police liability for naming of suspects in criminal investigation (7) seeking tax refunds (8) challenging bidding process for construction of office building for university board of trustees (9) seeking access to confidential hospital peer review records (10) challenging NCAA eligibility ruling (11) challenging completed operations hazard exclusion in commercial general liability policy
• Represented public and private clients in state and federal appellate courts
• Counsel to major loan servicer in statewide consumer class action; appellate court rejected class efforts to impose new obligations on creditors and trustees, and established new syllabus points confirming creditors' rights in non-judicial foreclosures
• Represented clients in more than 50 appeals before the West Virginia Supreme Court of Appeals
• Defended major coal company in multi-million dollar claim in federal district and appellate courts
• Argued major tax-shelter case before federal appellate court
• Opposed remand from federal to state court, arguing that federal court should adopt new rule on timing of service on multiple defendants
• Represented state government entity in its civil claims against unregulated offshore internet gambling operations
• Counsel in numerous litigation and appellate matters, including cases in the United States Court of Appeals for the Fourth Circuit, the United States District Court for the Northern and Southern Districts of West Virginia, and the Supreme Court of Appeals of West Virginia
• Assisted on appeal of case involving allegations of gender and age discrimination on behalf of manufacturer
• Appeared as counsel of record in numerous state and federal appeals involving jurisdictional, procedural and statutory construction issues of first impression
• Represented business entities in appellate proceedings
• Drafted briefs and presented oral argument on behalf of clients in Ohio state appellate courts
• Drafted and reviewed oil and gas documents such as deeds, leases, rights of way, pooling declarations, joint operating agreements and farm-in agreements

Arbitration

• Sought summary judgment in four cases matter where the federal district court was asked to overturn labor arbitration awards
• Resolved unfair labor practice charges and defended employers in numerous arbitration cases in a variety of industries
• Handled arbitrations against the Teamsters, Steel Workers, Brick Layers, Service Employees, and Chemical Workers unions
• Served as an arbitrator in uninsured and underinsured arbitration proceedings
• Routinely arbitrates grievances for unionized employers
• Multiple arbitration defenses of builders against construction defect claims
• Represented management at numerous labor arbitrations
• Represented management in arbitration proceedings
• Drafted post-hearing briefs on behalf of employers in various arbitration proceedings
• Serves as an arbitrator and as a mediator in energy cases
• Defended major utility company against petition to enforce arbitration award
• Defended large manufacturers and nursing homes in arbitration proceedings
• Represented employers in over 50 arbitration proceedings

Arson and fraud

• Defended a limited liability company and its managing member in suit filed by business tenant claiming fire losses allegedly caused by failure to construct office/warehouse building with proper fire protection measures and failure to purchase insurance coverage on the tenant’s personal property
• Defended insurers in litigation and investigation of suspected arson, fraud and theft claims
• Jury trial for claims of complete destruction of property resulting from fire to commercial property
• Handled numerous investigations and defense of insurers in suspected arson and fraud claims
• Conducted numerous examinations under oath on behalf of insurance carriers investigating suspected arson and fraud claims
• Conducted investigations, examinations under oath and defended insurers in claims involving suspected arson or fraud
• Assisted insurance company in trial of fire loss claim where insureds alleged bad faith and intentional infliction of emotional distress

Banking

• Handled purchases and sales of small and family owned businesses as well as representing many banks in lending transactions and workouts
• Represented numerous banks, including Fortune 500 corporations, in lending transactions and workouts
• Represented commercial lending institutions in connection with all aspects of asset-based lending transactions, including structuring complex transactions, preparing loan commitment letters, handling construction financing agreements, preparing multiple lender participation agreements and coordinating multiple state transactions
• Managed all aspects of commercial real estate development for clients, including structuring public and private financing, resolving land-use issues, preparing real estate and financing documentation and negotiating development and construction agreements
• Represented lenders in connection with troubled loan workout arrangements and handled all aspects of non-judicial real estate foreclosures and Article 9 personal property sales
• Represented various banks and credit card companies in WV Consumer Credit and Protection Act litigation
• Represented major national brokerage houses in securities litigation
• Defended banks, brokers and brokerages in investigations by WV Attorney General
• Represented banks and credit card companies in “Do Not Call” litigation
• Represented agent bank in restructuring and collateralizing of a previously unsecured syndicated line of credit exceeding $1,000,000,000 for a nationally recognized homebuilder and Fortune 500 Company with over 600 subsidiaries and property across the United States, and all related due diligence matters
• Drafted corporate documents, filings, and conducted due diligence for numerous entities relating to dissolutions, formations, mergers and acquisitions, including asset purchases and stock purchases
• Assisted one of the 10 largest commercial banking companies in the United States with respect to regional leasing and other real estate issues
• Drafted commercial documents and instruments relating to corporate, banking, and real estate matters for a national media corporation
• Represented major bank in $700 million loan to a publicly traded partnership that manages coal and other natural resource properties nationally
• Assisted large West Virginia bank in post-merger reorganization of its workforce
• Counseled lenders to coal mining and natural gas production enterprises, enabling the lenders to better understand the risks involved in financing mining operations, as well as the remedies available to mitigate those risks
• Defended West Virginia Consumer Credit & Protection Act claims against creditors
• Represented a mortgage broker in a licensure matter with the West Virginia Division of Banking
• Counsel to major loan servicer in statewide consumer class action; appellate court rejected class efforts to impose new obligations on creditors and trustees, and established new syllabus points confirming creditors' rights in non-judicial foreclosures
• Lead counsel to lender in complicated commercial collection matter; lender received significant recovery following summary judgment ruling and post-judgment enforcement action
• Represented large regional bank with the negotiation and implementation of a $40,000,000 credit facility to construct a large scale professional office and retail shopping center
• Conducted due diligence to ensure proper collateralization and documentation of loans by assisting in evaluation of real and personal property liens, appraisals, surveys, environmental surveys, taxes, mineral rights, corporate structure, leases and other related items
• Represented banks and other entities in consumer credit, breach of fiduciary duty and contract claims
• Represented financial institutions in numerous commercial loan transactions
• Represented banking client in a case alleging violations of a lease termination agreement
• Experienced in foreclosure and collection
• Experienced in commercial workouts representing creditors ranging in size from local lending institutions to regional and national corporations
• Assisted non-Appalachian banks in adapting core financing and securitization documentation for use in Pennsylvania transactions
• Provided legal guidance on structures, terms and conditions for equipment financing transactions including matters related to compliance with banking regulations, tax benefits and requirements, residual protection, early termination provisions and lease-end return and sale options
• Documented and negotiated middle-market and large ticket equipment lease and loan transactions for commercial, government and non-for-profit customers. Transactions ranged from $200,000 to $90,000,000. Substantial experience in financings for business aircraft and brown water vessels, tax-exempt equipment financings for state and local governments and equipment financings for not-for-profit organizations by conduit structures.
• Drafted and updated equipment leasing and financing contracts used by national leasing companies. Contracts included lease agreements, secured loan agreements, aircraft loan and security agreements, aircraft leases, collateral security agreements, ship mortgages, business banking (or small-ticket) loans and leases, state and local government lease-purchase agreements, tax-exempt conduit financing agreements, and contracts for both the purchase and sale of equipment financing transactions.
• Designed and conducted training programs to educate contract specialists and sales officers of equipment finance companies. Training programs included issues related to legal entity organization and authorization, UCC secured transactions, terms and conditions of standard lease contracts, and municipal leasing.
• Provided legal advice and counsel in connection with several lease and loan portfolio sales, including a $500 million sale of a line-of-business equipment finance portfolio
• Litigated claims involving payment systems and commercial paper with a focus on issues under Article 3 (Negotiable Instruments), Article 4 (Bank Deposits and Collections), and Article 4A (Funds Transfers) of the Uniform Commercial Code, as well as federal Regulation CC (Availability of Funds and Collection of Checks)
• Defended banks and financial institutions against claims brought under the Electronic Fund Transfer Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, and the Equal Credit Opportunity Act
• Assisted client in successfully disputing force majeure declaration by a contracting party related to a $180 million supply contract
• Represented banks and financial institutions with the negotiation, documentation and closing of secured and unsecured credit facilities, including syndications and participation arrangements
• Represented unsecured and secured creditors with commercial credit facility workouts, financial restructurings and bankruptcy matters, including filings under Chapter 7, Chapter 11 and Chapter 13 of the U.S. Bankruptcy Code
• Represented companies in structuring debt and equity offerings, including Regulation A and Regulation D offerings
• Represented foreign investor in due diligence review of assets and operations of a West Virginia coal mining company and provided counsel as investor considered possible stock purchase transaction
• Represented a nationally-recognized bank in the $60 million financing of a student housing development for a major state university
• Represented banks, municipalities and non-profit organizations as bond counsel, bank counsel and borrower's counsel in tax exempt and public finance transactions

Biofuels

• Leads team drafting a multi-million dollar supply agreement for the production and sale of biomass to an electric generating plant. The project involves traditional contract issues, clean air and greenhouse gas regulations, potential tax credits and subsidies for renewable energy sources, corporate tax, and intellectual property.

Bond Counsel

• Served as bond counsel for a tax increment financing private placement bond issue to finance public infrastructure costs associated with an 800 unit high-end residential and commercial community
• Served as bond counsel for the approximately 90% of the “Stimulus” Projects in the State of West Virginia
• Served as bond counsel for the first combined tax increment revenue and community enhancement district public bond issue completed in the State of West Virginia for a 1,700 acre mixed use master planned community. Representation included devising structure, assisting with assessment methodology, representation of governmental bond issuer, preparation of financing documents and bond closing.
• Served as bond counsel for a private placement 501(c)3 financing to finance a portion of the cost of constructing a wellness and rehabilitation center to be leased and operated by a regional hospital entity. Services included transaction structuring, representation of governmental bond issuer, preparation of financing documents and bond closing representation.
• Served as bond counsel to a regional hospital facility in West Virginia for a private placement, tax exempt 501(c)3 bond financing of capital improvements to the hospital facility, the acquisition of equipment and refinancing outstanding debt. Services included transaction structuring, the preparation of all financing documentation, and bond closing representation.
• Closed in excess of $2,100,000,000 in tax exempt and taxable bond financing
• Served as bond counsel for a major regional hospital in the issuance of bonds to finance a major addition, refinance prior bonds and fund pension liabilities
• Served as underwriter’s counsel for the restructuring of approximately $330 million of existing and new debt for a major regional hospital chain
• Served as underwriter’s counsel on the issuance of approximately $150 million of bonds for a major hospital expansion
• Served as bond counsel for a major student housing project for a university. Services included transactions structuring, preparation of financing documents, and bond closing representation.
• Served as placement agent counsel on issuance of tax increment financing bonds. Services included preparation of private placement memorandum and related documents.
• Served as underwriter’s counsel on the issuance of several refinancings. Services included preparation of offering documents, purchase agreement and related documents.
• Served as bond counsel for a national youth development organization in financing a portion of the capital costs associated with the acquisition and construction of a 12,000-acre, year-round facility, with an estimated total investment of $300 million
• Represented start-up companies for choice of entity, tax, capitalization, and financing matters
• Served as bond counsel on $23,000,000 Kentucky school building revenue bonds
• Served as bond and underwriters counsel on $17,040,000 Ohio variable rate demand healthcare facilities revenue bonds
• Served as bond counsel on $11,085,000 qualified school construction bonds
• Trial of surety bond case
• Significantly involved in private activity bond regulations

Business/commercial litigation

• Currently serves as general counsel for a newspaper publisher, having handled roughly 20 newspaper acquisitions
• Represented the majority owner of a major league baseball franchise in various aspects of the ownership interest
• Assisted client in breach of lease agreement claim upheld by the United States Court of Appeals for the Ninth Circuit
• Defended client in permit and reclamation matter and maintained permit to mine and eliminated financial judgment against client
• Defended international gas nozzle manufacturer from claims of defective product design and use in static electricity cases involving complex issues of fire origin and cause
• Represented various banks and credit card companies in WV Consumer Credit and Protection Act litigation
• Represented major national brokerage houses in securities litigation
• Defended banks, brokers and brokerages in investigations by WV Attorney General
• Represented banks and credit card companies in “Do Not Call” litigation
• Represented numerous coal companies in contract disputes
• Represented individuals and businesses in mediation and alternative dispute resolutions
• Defended a CPA's service as trustee for an "operating" trust with over $13 million of businesses and assets in the timber, logging and lumber industries, including trial
• Sought summary judgment and negotiated settlements on behalf of businesses seeking to collect on commercial debts
• Sought dismissal of antitrust and unfair trade practices claims against doctor relating to his participation on hospital's privilege review committee
• Represented international electrical manufacturer in seeking to quash records subpoena from state attorney general
• Defended multi-million dollar arbitration claims in coal dispute for contract breach and tortious interference
• Defended internet company against customer claim alleging failure to maintain safe place to conduct business
• Defended $100 million fraud and breach of contract action, including a three week jury trial, against corporations and individual employees
• Part of trial team that defended multi-million dollar breach of contract action against corporations and individual employees
• Represented marine transportation company in enforcement of long-term coal barging contracts
• Represented investment services company in enforcement of restrictive covenants against defecting investment brokers who took proprietary information and breached anti-solicitation and raiding clauses in employment agreements
• Represented fiber optic network company in resolution of commercial litigation with major customer
• Defended West Virginia Consumer Credit & Protection Act claims against creditors
• Represented creditors in commercial collections cases
• Conducted internal investigations and defended several clients, including large national companies, suspected of securities and other white collar violations
• Represented a mortgage broker in a licensure matter with the West Virginia Division of Banking
• Counsel to major loan servicer in statewide consumer class action; appellate court rejected class efforts to impose new obligations on creditors and trustees, and established new syllabus points confirming creditors' rights in non-judicial foreclosures
• Lead counsel to lender in complicated commercial collection matter; lender received significant recovery following summary judgment ruling and post-judgment enforcement action
• Defended contractors in cases where contractors were accused of faulty installation of service equipment
• Represented a real estate broker in a suit for alleged failure to disclose conditions and defects in a residential property
• Prosecuted and defended over 25 bench trials
• Represented large energy companies in significant personal injury, administrative and commercial litigation matters
• Represented major brokerage house in major consumer fraud case
• Represented physicians and hospitals in health care fraud investigations and qui tam actions
• Represented pharmacist in Consumer Protection Act complaint filed by state attorney general over internet pharmacy practice
• Represented natural gas transmission and storage company in numerous matters pertaining to property protection, gas storage and commercial issues
• Joint Venture Between Coal Companies. Negotiated and developed joint venture agreement and related documents among major coal producers
• Defended numerous realtors against claims involving property sales
• Represented companies and individuals in breach of contract claims
• Represented banks and other entities in consumer credit, breach of fiduciary duty and contract claims
• Represented client in a claim for funds seized by the Internal Revenue Service for the alleged violation of structuring bank deposits
• Represented group of clients in citizen’s suit brought pursuant to The Clean Water Act
• Defended executors and trustees against claims of breach of fiduciary duties
• Represented shareholder in closely held land holding corporation in dispute with other shareholder which resulted in very favorable settlement for client including transfer of cash, real estate and interest in royalties
• Represented banks, corporations and individual defendants in a variety of suits relating to commercial claims
• Experienced in commercial workouts representing creditors ranging in size from local lending institutions to regional and national corporations
• Assisted non-Appalachian banks in adapting core financing and securitization documentation for use in Pennsylvania transactions
• Represented business entities in appellate proceedings
• Defended companies in consumer protection litigation in federal court
• Obtained injunctive relief to restrain corporate officers from exercising unlawful control over a not-for-profit corporation, and a court order allowing members to vote for new officers
• Represented nursing home facilities in litigation to prevent the construction of a competing facility in violation of state competitive bidding law
• Represented long-term care and other creditors in estate and guardianship proceedings in probate courts throughout Ohio, including proceedings to surcharge a guardian’s bond, uncover concealed assets, sell real estate, and collect debts owed by decedents or wards
• Defended owners, design professionals and engineers in a variety of construction-related matters ranging from small business and commercial sites to multi-million dollar industrial plants and facilities
• Significant trial experience in energy-related litigation, eminent domain, and complex commercial litigation
• Litigated property cases involving express and implied easements; partition actions; missing heir petitions; boundary disputes; and title disputes
• Represented utility company in lawsuits to recover damages to its pipeline
• Lead counsel for multiple national creditors and servicers in suits brought under the West Virginia Consumer Credit & Protection Act
• West Virginia counsel for national equipment lender collecting on commercial debts
• Lead counsel for limited video lottery client in dispute with the West Virginia Lottery Commission over award of 10-year permits in a sealed-bid auction

Class actions

• Assisted in management of title project for class action alleging, in part, damages to land and personal injury to land owners from air pollution
• Defended a client in a class action litigation involving claims under the Fair Labor Standards Act
• Opposed class certification in employment discrimination litigation and successfully defended the denial of class certification before the West Virginia Supreme Court of Appeals
• Sought summary judgment for purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Defended an industrial cleaning enterprise in a class action under the Fair Labor Standards Act
• Represented baby food manufacturers in defense of federal class action lawsuit alleging 17-year price fixing conspiracy
• Defended restaurant against purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Counsel to major loan servicer in statewide consumer class action; appellate court rejected class efforts to impose new obligations on creditors and trustees, and established new syllabus points confirming creditors' rights in non-judicial foreclosures
• Served as defense liaison counsel for hospital defendants in statewide class action over medical records copying costs
• Represented manufacturers and distributors in various product liability actions and class actions
• Defended a hospital on claims of antitrust violations (exclusive dealing and tying) arising from exclusion of CRNA's as a class
• Defended major timber company against negligence and nuisance claims that cutting timber caused widespread flooding
• Appeared as counsel of record in several complex cases in federal court under the Class Action Fairness Act of 2005
• Represent numerous types of defendants in asbestos litigation in West Virginia and other states
• Experience in asbestos litigation includes the defense of product manufacturers, premises owners, employers, contractors, and suppliers.
• Class action defense of gas line replacement and burial depth issues
• Class action cases on royalty payments
• Defended producers in several class actions regarding post-production expense deductions

Coal

• Lead teams responsible for numerous asset and stock transactions, lease transactions, and land and legal due diligence for acquisitions involving over 120,000 acres of Marcellus shale properties throughout Appalachian region
• Drafted legislation on behalf of a Fortune 500 energy client which clarified the requirements for notification of land and mineral owners in connection with development of coalbed methane
• Handled sale of 29,000 acres of Illinois-basin coal reserves, preparation of documents and handling negotiations with contractor in connection with construction of new multi-million dollar coal preparation plant and negotiation of a lease of 7,000 acres of central Appalachian coal reserves
• Represented a large coal company against an executive who allegedly violated a covenant-not-to-compete.
• Assisted in multi-million dollar sale and purchase of coal assets and related facility, sales and distribution contracts
• Performed due diligence and prepared transactional documents for several multi-million dollar acquisitions of oil and gas assets, involving review of title, environmental issues, property rights, liability and litigation matters, negotiation of contract terms and drafting of necessary documents
• Represented coal mine operator in contest of “flagrant” violations assessed by MSHA at over $1.1 million
• Defended continuous miner operator and outby foreman in decertification actions before the West Virginia Coal Mine Safety Board of Appeals
• Defended mine superintendent in a 110(c) action instituted by MSHA
• Defended coal mine operators in deliberate intent and premises liability lawsuits
• Counseled client during a joint investigation by MSHA and the WVOMHS&T of an underground mining fatality
• Drafted agreements between coal operators for composite mine rescue teams
• Represented numerous coal companies in contract disputes
• Represented coal companies in federal MSHA enforcement cases
• Performed title examinations and prepared title reports on coal, oil, and gas and other minerals
• Defended multi-million dollar arbitration claims in coal dispute for contract breach and tortious interference
• Defended death and injury litigation, including jury trial, arising out of the premature collapse of a coal tipple being dismantled by an independent contractor
• Investigated, including on-scene legal assistance in collection of evidence and crisis scene management, and defended death action and cross-claims in connection with the collapse of a coal silo
• Defended contract miner in fatality investigation by MSHA and the West Virginia Office of Miners Health, Safety & Training
• Represented mining company charged with more than $1,000,000 in MSHA fines
• Defended multiple fatality/personal injury claims that arose from a mine shaft explosion
• Represented a large energy company in connection with the transfer of its oil, natural gas and coal bed methane assets and reserves located in several states to a subsidiary entity, and assisted the subsidiary in raising invested capital
• Negotiated the disposition of thousands of acres of coal and surface properties owned by a national conservation organization in Ohio and Illinois, and assisted the client organization in converting donated assets into funds for its conservation projects
• Counseled lenders to coal mining and natural gas production enterprises, enabling the lenders to better understand the risks involved in financing mining operations, as well as the remedies available to mitigate those risks
• Defended the manufacturer of underground coal equipment against allegations of wrongful death resulting from defective design
• Defended a major coal company in a tortious interference action in bankruptcy court
• Represented marine transportation company in enforcement of long-term coal barging contracts
• Defended companies in various toxic and mass torts (chemical exposures and massive floods allegedly caused by mining and timbering operations)
• Represented international entity in the purchase of an equity interest in a U.S. coal mining company and in the subsequent IPO of the coal mining company
• Have and continue to represent regional and national entities in both the purchase and sale of mineral properties including producing coal properties and oil and gas leaseholds and producing wells
• Researched titles of coal, oil and gas clients to determine ownership interests
• Represented coal company in petitioning for closure of public road running through active coal mine
• Assisted energy company in preparation for coal bed methane well projects and advised on title matters as well as permitting and pooling issues
• Defended coal miners in decertification proceedings
• Joint Venture Between Coal Companies. Negotiated and developed joint venture agreement and related documents among major coal producers
• Coal Transaction Involving Joint Venture, Development of Coal Properties, And Acquisition Of Assets. Coal transaction involving numerous parties, development and negotiation of coal purchase agreement; options for acquisition of particular equipment; joint venture agreement regarding formation of new company among various parties; negotiation and development of dock and transloading agreements; and guidance of client with respect to corporate compliance and securities matters.
• Jury trial on antitrust claims under state antitrust statute and sales below cost statute against national coal company
• Represented numerous clients in West Virginia Attorney General antitrust investigations, including coal companies in state wide investigation of alleged monopoly pricing involving coal industry
• Defended multiple claims arising from allegations of chemical exposure at mining laboratory
• Defended major coal company in multi-million dollar claim in federal district and appellate courts
• Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
• Assisted mining companies in investigations of discrimination complaints
• Defended claims of underground water contamination against coal operators
• Performed title work and headed permit and environmental due diligence review teams for coal acquisition involving over 100,000 acres of reserves, and prepared related reports as well as deeds, leases, assignments and bills of sale used to close the transaction
• Counseled coal operator placed on potential pattern of violations list
• Represented foreign investor in due diligence review of assets and operations of a West Virginia coal mining company and provided counsel as investor considered possible stock purchase transaction
• Represented land company in acquisition of 700+ acre former chemical plant for prospective coal mine portal
• Represented coal company in land acquisition for beltway
• Defended coal companies on MSHA matters
• Defended coal companies in serious injury investigations by MSHA and the Kentucky Office of Mine Safety & Licensing
• Assisted coal mine operator in a potential pattern of violations (PPOV) matter
• Represented mining company employees in the governmental investigation of mine accidents
• Provided advice and assistance in six workforce reductions for a large coal company
• Provide day-to-day advice on employment issues for surface and underground coal companies, ranging from hiring procedures to internal investigations to issuing discipline
• Handled over 100 employment-related lawsuits in the coal industry and over 40 in the natural gas industry
• Tried to a jury verdict 18 cases in the coal industry and 6 in the natural gas industry, with most cases being disposed of through summary judgment or settlement
• Investigated numerous instances of workforce misconduct by employees in hte coal and oil and gas industries
• Provided diversity training at both coal mines and compressor stations in West Virginia, Virginia, Maryland and Kentucky
• Defended retaliatory discharge and discrimination claims in health care, chemical, auto sales, aluminum products, retail, wood products, legal, high tech, education, banking, natural gas, coal, pharmaceutical and other industries
• Negotiated confidentiality agreements with numerous multi-national corporations in connection with a major divesture of coal assets
• Drafted numerous research and guidance memoranda for coal clients regarding complex issues of lease construction, assignment and sublease of coal interests, and structure of contract mining agreements
• Drafted summary judgment motions and briefs in federal court on Coal Act claims made against major coal client
• Sought summary judgment for coal company on million dollar contract claim over liability for Coal Act obligations

Coalbed methane

• Drafted legislation on behalf of a Fortune 500 energy client which clarified the requirements for notification of land and mineral owners in connection with development of coalbed methane
• Represented Fortune 500 energy client before regulatory agencies and provided key guidance in developing process to establish pooling units for largest active coalbed methane production program in state
• Represented a large energy company in connection with the transfer of its oil, natural gas and coal bed methane assets and reserves located in several states to a subsidiary entity, and assisted the subsidiary in raising invested capital
• Assisted energy company in preparation for coal bed methane well projects and advised on title matters as well as permitting and pooling issues
• Drafted legislation on behalf of a Fortune 500 energy client which clarified the requirements for notification of landowners in connection with development of coal bed methane development situations and prepared implementation guidelines and procedures for the client to use under the new legislation

Collective bargaining

• Negotiated labor agreements with a number of different unions, including SEIU District 1199
• Helped control mass picketing and violence through court litigation in state and federal courts
• Helped federal prosecutors by investigating picket line violence, including murder
• Advised employers engaged in strike contingency planning
• Negotiated numerous collective bargaining agreements in the manufacturing, steel, trucking, hotel and publishing industries
• Engaged in difficult collective bargaining on behalf of employers where, among other things, considerable focus was placed on the question of how to allocate the costs of health care between employers and employees
• Represented major health care company in collective bargaining negotiations for renewal of collective bargaining agreement
• Represented client in response to NLRA election petition filed by steelworkers, a recognition strike, related litigation, and negotiation of the first collective bargaining agreement
• Represented employer filing unfair labor practice charge against union for failure to bargain in a successor situation

Commercial transactions

• Represented the majority owner of a major league baseball franchise in various aspects of the ownership interest
• Represented a government contracting business in the sale of the company
• Handled purchases and sales of small and family owned businesses as well as representing many banks in lending transactions and workouts
• Represented numerous banks, including Fortune 500 corporations, in lending transactions and workouts
• Represented the purchaser in a multi-million dollar merger transaction in which the client acquired the number one rated mountain resort in the mid-Atlantic region and Pennsylvania’s largest ski and four-season resort
• Represented a country club and its shareholders in connection with sale of golf course
• Represented couple in acquisition of stock of funeral home
• Represented coal companies in dozens of acquisitions of land for mining operations
• Represented commercial lending institutions in connection with all aspects of asset-based lending transactions, including structuring complex transactions, preparing loan commitment letters, handling construction financing agreements, preparing multiple lender participation agreements and coordinating multiple state transactions
• Managed all aspects of commercial real estate development for clients, including structuring public and private financing, resolving land-use issues, preparing real estate and financing documentation and negotiating development and construction agreements
• Represented lenders in connection with troubled loan workout arrangements and handled all aspects of non-judicial real estate foreclosures and Article 9 personal property sales
• Serves as issuing agent for title insurance on a wide variety of commercial, industrial, mineral and residential real estate transactions
• Handled sale of 29,000 acres of Illinois-basin coal reserves, preparation of documents and handling negotiations with contractor in connection with construction of new multi-million dollar coal preparation plant and negotiation of a lease of 7,000 acres of central Appalachian coal reserves
• Assisted Fortune 500 company in connection with the drilling of several hundred wells for the exploration and development of oil and gas in the U.S. Appalachian Basin
• Assisted gas production company in the sale of oil and gas properties
• Assisted oil and gas company and its domestic and international partners in all phases of the acquisition of mineral properties (in excess of 10,000 acres) for the development of a new underground coal mining operation
• Assisted title insurance company and its clients in the closing of numerous commercial transactions involving properties situate in West Virginia having an aggregate value in excess of $30,000,000.00
• Responsible for the documentation and negotiations for many commercial loans from national banks to borrowers, including a technical consortium, coal companies, oil and gas companies, and timbering operations
• Assisted client that acquired a private university and converted it to a for-profit educational institution
• Assisted client with commercial and contract issues for an affiliated company which provides on-line education and financial tracking information for insurance agents and securities brokers
• Represented a start-up public utility in the acquisition of a 2,000 customer private utility serving a resort community
• Represented agent bank in restructuring and collateralizing of a previously unsecured syndicated line of credit exceeding $1,000,000,000 for a nationally recognized homebuilder and Fortune 500 Company with over 600 subsidiaries and property across the United States, and all related due diligence matters
• Drafted corporate documents, filings, and conducted due diligence for numerous entities relating to dissolutions, formations, mergers and acquisitions, including asset purchases and stock purchases
• Represented major bank in $700 million loan to a publicly traded partnership that manages coal and other natural resource properties nationally
• Assisted in multi-million dollar sale and purchase of coal assets and related facility, sales and distribution contracts
• Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment
• $4 million private placement for high technology biometrics company
• Worked with clients to sell restricted securities pursuant to Rule 144a, company incentive plans, and various securities compliance and equity maintenance matters
• Counseled clients on federal tax and general business aspects of corporate acquisitions, mergers, etc.
• Served as counsel to developer of a major shopping center which included all land use issues; appearances before the planning commission; handled all financing transactions as well as the sale of several outparcels; prepared leases for stores that developer retained and is leasing to other entities
• Represented developer of a 1200 home residential subdivision to include acquisition of the property, advising the client regarding land use issues and appearance before the planning commission
• Represented large regional bank with the negotiation and implementation of a $40,000,000 credit facility to construct a large scale professional office and retail shopping center
• Represented purchaser in the acquisition of a multi-million dollar hotel property
• Represented developer with the negotiation and preparation of commercial leases for office buildings and shopping centers
• Represented a publicly traded entity in the sale of volumetric production payments from future production of gas wells owned by it
• Represented commercial developer in the drafting of legislative amendments to economic development laws
• Business planning for a wide variety of tax-exempt and nonprofit organizations, including complex structures such as mergers and joint ventures between for-profit and nonprofit organizations
• Represented international industrial chemical manufacturer in negotiations with national construction firm
• Represented health care providers in the formation of professional entities, structuring of business arrangements and negotiated agreements between health care providers, hospitals and health plans
• Represented clients in the purchase and sale of medical practice assets
• Drafted and negotiated custom construction agreements for commercial projects including shopping center, resort hotel, national scouting reserve and professional office buildings
• Coal Transaction Involving Joint Venture, Development of Coal Properties, And Acquisition Of Assets. Coal transaction involving numerous parties, development and negotiation of coal purchase agreement; options for acquisition of particular equipment; joint venture agreement regarding formation of new company among various parties; negotiation and development of dock and transloading agreements; and guidance of client with respect to corporate compliance and securities matters.
• Acquisition by Subsidiary of International Energy Company of Stock of Regional Oil and Gas Company. $12,500,000 transaction including negotiation of terms of transaction, development of term sheet, stock purchase agreement, escrow agreement, due diligence request, coordination of title review, various consents and certificates.
• Acquisition of Convenience Stores and Franchise Restaurants by Regional Convenience Store Chain. $13,500,000 sale of six convenience stores, three franchise restaurants, and other related assets including negotiation and development of asset purchase agreement, multiple lease assignments, various deeds of trusts, escrow agreement, attornment agreement, and various consents and certificates.
• Acquisition of Assets of a Harley Davidson Dealership. $2,000,000 asset purchase and sale agreement, coordination and management of motorcycle and related parts valuation, and development of all transaction documents and agreements including consulting agreement, employment agreement, escrow agreement, lease agreement, and all consents and certificates.
• Private Placement for Advanced Polymer Research Company. $385,000 private placement memorandum, negotiation of terms of investment with prospective investors, drafted agreements and performed compliance activities for all related federal and state securities requirements.
• Represented an international manufacturing conglomerate in the location of a more than $175 million manufacturing facility, including negotiation, structuring and closing of financial incentives and structuring and documenting PILOT transaction
• Represented a market leading international investment bank in the refinancing of over $200 million dollars of pollution control and solid waste disposal bonds
• Represented major ski resort in the purchase of the assets of a state park ski area and negotiation of lease agreement with state to allow park to reopen ski area in Pennsylvania
• Assisted lenders in negotiation, and documentation of conventional and derivative financing totaling in excess of $630 million
• Represented regional developer in development of a multi-phase apartment complex, including drafting various documents for the reciprocal use of roads and amenities, and the preparation, review and negotiation of loan documents for multi-million dollar construction loan
• Represented client in the development of a mixed-use subdivision including commercial, residential, and church properties. Representation included establishing criteria for development standards; and drafting, reviewing, and negotiating various documents including a complex master association agreement.
• Represented large fast-food chain in obtaining title insurance for the acquisition and construction of a new restaurant site within a new commercial development
• Represented financial institutions in numerous commercial loan transactions
• Assisted in the sale of assets of a substantial independent and assisted living facility and related nursing home, and that necessitated the defeasance of publicly held tax-exempt indebtedness
• Represented purchasers and sellers in asset and stock acquisitions
• Represented a major resort developer in structuring an Arizona community facilities district to finance infrastructure and other costs associated with a major new resort in Mesa, Arizona
• Served as lead counsel on the successful structuring of a major research nonprofit’s corporate structure; the restructuring successfully positions the nonprofit to conduct for-profit operations and enter into joint ventures through for-profit subsidiaries
• Drafted indemnity provision in city's civic center performance contract
• Represented numerous borrowers and financial institutions in commercial and residential loan transactions
• Represented large non-profit corporation in dissolution including the transfer of significant assets and the transition of government contracts to another non-profit
• Assisted clients with residential and commercial real estate closings
• Managed several large scale title projects for a Fortune 500 company
• Advised clients on legal issues affecting land acquisitions
• Represented medical professional in the sale of large, well-established practice and related equipment, as well as negotiated a long term lease of the practice office to purchaser
• Experienced in foreclosure and collection
• Provided legal guidance on structures, terms and conditions for equipment financing transactions including matters related to compliance with banking regulations, tax benefits and requirements, residual protection, early termination provisions and lease-end return and sale options
• Documented and negotiated middle-market and large ticket equipment lease and loan transactions for commercial, government and non-for-profit customers. Transactions ranged from $200,000 to $90,000,000. Substantial experience in financings for business aircraft and brown water vessels, tax-exempt equipment financings for state and local governments and equipment financings for not-for-profit organizations by conduit structures.
• Drafted and updated equipment leasing and financing contracts used by national leasing companies. Contracts included lease agreements, secured loan agreements, aircraft loan and security agreements, aircraft leases, collateral security agreements, ship mortgages, business banking (or small-ticket) loans and leases, state and local government lease-purchase agreements, tax-exempt conduit financing agreements, and contracts for both the purchase and sale of equipment financing transactions.
• Designed and conducted training programs to educate contract specialists and sales officers of equipment finance companies. Training programs included issues related to legal entity organization and authorization, UCC secured transactions, terms and conditions of standard lease contracts, and municipal leasing.
• Provided legal advice and counsel in connection with several lease and loan portfolio sales, including a $500 million sale of a line-of-business equipment finance portfolio
• Litigated claims involving payment systems and commercial paper with a focus on issues under Article 3 (Negotiable Instruments), Article 4 (Bank Deposits and Collections), and Article 4A (Funds Transfers) of the Uniform Commercial Code, as well as federal Regulation CC (Availability of Funds and Collection of Checks)
• Represented buyers and sellers of commercial, industrial, agricultural, and residential real estate, lenders, architects, real estate developers, civic associations, and construction and agricultural businesses in real estate matters, including preparation, reviewing, and negotiating terms of deeds, easements, restrictive covenants, encroachments, adverse possession, loan documentation, and workouts
• Assisted client in successfully disputing force majeure declaration by a contracting party related to a $180 million supply contract
• Represented a national youth development organization in the negotiation and implementation of a state incentive package, which included site preparation work, access roads and state tax considerations
• Represented start-up companies for choice of entity, tax, capitalization, and financing matters
• Represented companies in structuring debt and equity offerings, including Regulation A and Regulation D offerings
• Provided underwriting support to attorneys and title agents in commercial transactions
• Reviewed and wrote title opinions on residential and commercial transactions
• Negotiated municipal tax incentives, and negotiated and drafted operational covenants and restrictions, applicable to retail shopping center near Morgantown, West Virginia, and negotiated and closed sales and leases of shopping center properties on behalf of shopping center developer
• Represented the purchaser in the negotiation and purchase of a franchised dealership in 9 locations, including coordinating the efforts of counsel for both the seller and the lending institution
• Represented a developer in the acquisition and financing of a project to construct a major hospital’s first off-site clinic; negotiated and drafted long-term lease which includes the future charitable donation of the project to the hospital’s foundation
• Defended bank against claims of breach of mortgage contract
• Represented a nationally-recognized bank in the $60 million financing of a student housing development for a major state university
• Represented clients in commercial and industrial real estate purchase/sale, financing and leasing transactions

Complex litigation

• Resolved a whistleblower case for a public entity after the key witness and decision-maker was impeached and removed from his office by a public tribunal
• Assisted in management of title project for class action alleging, in part, damages to land and personal injury to land owners from air pollution
• Defended national manufacturers, distributors and retailers of consumer products involved in construction and mining accidents, industrial accidents, structure failures, and residential fires
• Defended various energy clients in cases involving catastrophic accident investigation and litigation, mine safety and health matters
• Represented major national brokerage houses in securities litigation
• Represented clients in a dispute over family corporation’s stock and holdings in land and minerals in Western Maryland involving prosecution of civil action seeking declaratory and other relief and involving complex stock redemption, gifting and constructive fraud issues
• Defended a limited liability company and its managing member in suit filed by business tenant claiming fire losses allegedly caused by failure to construct office/warehouse building with proper fire protection measures and failure to purchase insurance coverage on the tenant’s personal property
• Defended energy companies in wrongful death, paraplegia and serious injury lawsuits
• Represented a surgeon in three successive trials and interim appeals of a wrongful death medical malpractice case over 8 years
• Defended a CPA's service as trustee for an "operating" trust with over $13 million of businesses and assets in the timber, logging and lumber industries, including trial
• Managed substantial documentation in complex deliberate intent matter for a major energy client
• National, regional and local counsel for clients named in asbestos litigation
• Represented international electrical manufacturer in seeking to quash records subpoena from state attorney general
• Defended one of the nation’s largest heavy equipment manufacturers in a large excavator fire claim involving complex issues of fire origin and cause and electrical engineering
• Defended multi-million dollar arbitration claims in coal dispute for contract breach and tortious interference
• Sought dismissal of felony drug charges against client which impacted on immigration claim for deportation
• Investigated, including on-scene legal assistance in collection of evidence and crisis scene management, and defended death action and cross-claims in connection with the collapse of a coal silo
• Defended employers, facility owners, product manufacturers and product distributors in traditional and toxic tort-related civil actions alleging deliberate intent, premises liability and product liability theories. Cases were filed on an individual and mass tort basis against defendants related to the mining, welding, petroleum, protective equipment, fire suppression systems and food service industries.
• Analyzed medical issues in toxic tort cases, which may show other causes for the claimed injuries or other non-related medical problems which would indicate decreased life expectancy and lower potential damages claims
• As lead counsel, defended claims in excess of $250 million regarding allegations of contract breach, fraud and tortious interference in a natural gas measurement dispute
• Represented a national trucking company at trial in a case where its driver tipped his tractor trailer onto a car crushing it and trapping one of the occupants in the vehicle. Punitive damages were claimed based on spoliation of evidence and alleged improper industry practices.
• Represented large multi-national pharmaceutical company to recover for faulty wastewater treatment plant installation.
• Part of trial team that defended multi-million dollar breach of contract action against corporations and individual employees
• Defense of governmental entities, law enforcement officers and prosecutors in civil rights and liability cases
• Defended at trial hospital nurses in complex medical malpractice litigation involving alleged failure to recognize signs of congenital heart disease in newborn
• Litigated and managed numerous complex legal malpractice actions
• Managed substantial documentation in complex investigation by the FBI of a major tax-exempt client
• Represented taxpayers including individuals and nonprofit organizations before the Internal Revenue Service and the West Virginia State Tax Department
• Represented large energy companies in significant personal injury, administrative and commercial litigation matters
• Served as defense liaison counsel for hospital defendants in statewide class action over medical records copying costs
• Represented a municipality in a wrongful death and negligence lawsuit arising out of a police officer's alleged failure to investigate
• Defended a hospital on claims of antitrust violations (exclusive dealing and tying) arising from exclusion of CRNA's as a class
• Defended coal operator in large breach-of-contract claim
• Defended utility company in substantial multiple party litigation involving multiple fatalities
• Appeared as counsel of record in several complex cases in federal court under the Class Action Fairness Act of 2005
• Managed substantial creditor litigation project throughout Ohio
• Represented a nursing home facility in litigation to prevent re-zoning of nearby agricultural land for industrial use
• Represented long-term care and other creditors in estate and guardianship proceedings in probate courts throughout Ohio, including proceedings to surcharge a guardian’s bond, uncover concealed assets, sell real estate, and collect debts owed by decedents or wards
• Defended owners, design professionals and engineers in a variety of construction-related matters ranging from small business and commercial sites to multi-million dollar industrial plants and facilities
• Handled appeal to the West Virginia Supreme Court of Appeals on a petition for writ of prohibition involving a complicated discovery issue in a multi-million dollar condemnation case

Condemnation

• Defended various damage, injunction and condemnation actions related to natural gas pipeline right-of-way acquisition and use
• Litigated complex condemnation actions involving permanent easements for the storage of natural gas, permanent well road easements, and permanent pipeline easements
• Handled appeal to the West Virginia Supreme Court of Appeals on a petition for writ of prohibition involving a complicated discovery issue in a multi-million dollar condemnation case

Construction law

• Defended national manufacturers, distributors and retailers of consumer products involved in construction and mining accidents, industrial accidents, structure failures, and residential fires
• Defended a ruling issued by a county Building Code Appeals Board regarding permitting requirements for certain storage structures
• Defended a Fortune 500 company against hundreds of product liability cases filed by construction workers who alleged that noise emitted by heavy equipment caused hearing loss.
• Prosecuted action for $20 million claim on behalf of a large municipal sanitary sewer district relating to faulty design of a system upgrade
• Brought action for large multi-national pharmaceutical company to recover for a faulty $4.3 million industrial wastewater treatment plant installation
• Represented electrical contractor in suit against large supplier for delivery of sub-standard goods
• Terminated national developer/constructor due to delay and defects in a hotel project and sought recovery of $3.5 million through complex arbitration
• Federal court trial for a construction company disputing the validity of a collective bargaining agreement with a local trade union and asserting fraud by the union
• Represented large multi-national pharmaceutical company to recover for faulty wastewater treatment plant installation.
• Defended contractors in cases where contractors were accused of faulty installation of service equipment
• Represented a contractor in federal court regarding setting aside an agreement that required the contractor to use union bricklayers for all its jobs
• Represented international industrial chemical manufacturer in negotiations with national construction firm
• Trial for subcontractor for highway project boring/piping failure
• Trial for defense of property management company regarding repair claims
• Multiple arbitration defenses of builders against construction defect claims
• Negotiated settlements in multi-million dollar cases involving wrongful death, product defect, professional malpractice, and construction defect claims
• Drafted and negotiated custom construction agreements for commercial projects including shopping center, resort hotel, national scouting reserve and professional office buildings
• Defended numerous contractors and subcontractors against construction defect claims
• Assisted in the defense of a general contractor against asbestos claims in Ohio
• Defended glass manufacturer in products liability case involving claims that glass used in construction was unsafe, hazardous, unreasonably dangerous and defective
• Defended owners, design professionals and engineers in a variety of construction-related matters ranging from small business and commercial sites to multi-million dollar industrial plants and facilities
• Litigated an action for a large multi-national pharmaceutical company to recover for the faulty design, construction and installation of a $4.3 million wastewater treatment plant
• Defended a preliminary injunction action brought by an unsuccessful bidder on a $30 million construction project for a state university
• Performed broad range of general corporate legal services, including environmental compliance, litigation, drafting and negotiating contracts, vendor and procurement issues, construction, and real estate
• Multi-million dollar sewer plant design defect litigation
• Assisted and advised West Virginia municipality about design-build issues relating to a recreational complex, including regulatory agency review and process for RFPs
• Defended architect and owner’s geotechnical consultant against claim of improper design and specifications in landslide case
• Arbitration for large ski resort against claim by general contractor for indemnification
• Advised large excavation company regarding $20 million of delay claims resulting from severe access denial by owner in early stage of project
• Represented owners of newly built hotel in litigation and arbitration with general contractor over poor workmanship and breach of contract
• Defended HVAC subcontractor in multi-million dollar construction litigation involving mold in hotel rooms
• Defended a local businessman against a breach of contract claim and mechanics lien filed by construction contractor and prosecuted multiple counterclaims involving faulty workmanship and property damage resulting from the same.

Corporate governance

• Currently serves as general counsel for a newspaper publisher, having handled roughly 20 newspaper acquisitions
• Represented shareholders, officers and directors in breach of fiduciary duty, usurpation of corporate opportunity and fraud claims
• Defended public and private entities in discrimination litigation
• Served as lead counsel on the successful structuring of a major research nonprofit’s corporate structure; the restructuring successfully positions the nonprofit to conduct for-profit operations and enter into joint ventures through for-profit subsidiaries
• Obtained injunctive relief to restrain corporate officers from exercising unlawful control over a not-for-profit corporation, and a court order allowing members to vote for new officers
• Business planning for privately held businesses, including articles of incorporation and of organization, codes of regulations, bylaws, business succession planning, voting trusts, deferred compensation agreements, stock incentive plans, close corporation agreements with non-disclosure, non-competition, and buy-sell provisions
• Business planning for seminaries, churches, and other non-profit organizations
• Represented buyers and sellers of commercial, industrial, agricultural, and residential real estate, lenders, architects, real estate developers, civic associations, and construction and agricultural businesses in real estate matters, including preparation, reviewing, and negotiating terms of deeds, easements, restrictive covenants, encroachments, adverse possession, loan documentation, and workouts
• Member of Ad Hoc Committees to establish the Community Foundation of Fairfield County and the Community Foundation of Delaware County
• Represented the Scioto Conservancy District during its formation, operation, and dissolution
• Represented the Ohio Insurance Guaranty Association at the time of its formation
• Represented individuals and companies before administrative agencies, including the Department of Insurance, Department of Natural Resources, Board of Pharmacy, and the Department of Commerce, Division of Financial Institutions and Division of Securities
• Performed broad range of general corporate legal services, including environmental compliance, litigation, drafting and negotiating contracts, vendor and procurement issues, construction, and real estate
• Assisted various clients with corporate governance issues (e.g, drafted and filed documents pertaining to the creation and dissolution of limited liability companies and corporations, drafted corporate resolutions and minutes, etc.)

Creditor's Rights

• Defended a major coal company in a tortious interference action in bankruptcy court
• Represented creditors by guiding them through the intricacies of bankruptcy, foreclosure, and collection methods to maximize recovery of secured and unsecured debt
• Brings nationwide experience in creditor workouts representing creditors ranging in size from local banks and lending institutions to regional and national corporations and has represented creditors in West Virginia, Texas, Delaware, Pennsylvania, and Kentucky
• Obtained a thorough understanding of secured transactions involving both real and personal property through 28 years of legal experience in commercial transactions, which includes working as a title agent with four national title agencies
• Acquired an acute knowledge of all aspects of creditors’ rights in bankruptcy by serving as a Chapter 7 bankruptcy trustee for the past 20 years
• Experienced in commercial workouts representing creditors ranging in size from local lending institutions to regional and national corporations
• Managed substantial creditor litigation project throughout Ohio
• Represented unsecured and secured creditors with commercial credit facility workouts, financial restructurings and bankruptcy matters, including filings under Chapter 7, Chapter 11 and Chapter 13 of the U.S. Bankruptcy Code

Deliberate intent

• Defended timbering, manufacturing, and coal industry clients in deliberate intent cases involving companion claims of retaliatory discharge
• Defended owners of a metal alloys industrial plant in a “deliberate intent” case involving the alleged wrongful death of a worker in a fire
• Defended coal mine operators in deliberate intent and premises liability lawsuits
• Defended multi-national manufacturer in deliberate intent claim arising from traumatic limb amputation
• Defended multi-national manufacturer in deliberate intent claim alleging repetitive stress injury
• Managed substantial documentation in complex deliberate intent matter for a major energy client
• Defended employers, facility owners, product manufacturers and product distributors in traditional and toxic tort-related civil actions alleging deliberate intent, premises liability and product liability theories. Cases were filed on an individual and mass tort basis against defendants related to the mining, welding, petroleum, protective equipment, fire suppression systems and food service industries.
• Defended numerous deliberate intent actions on behalf of large manufacturers and retailers
• Defended an employer “deliberate intent” case wherein the plaintiff alleged he received burn injuries from a gas explosion
• Represented companies in deliberate intent and other work place safety litigation
• Defended deliberate intent actions
• Defended manufacturer in workers’ compensation claim and deliberate intent claim of non-Hodgkins lymphoma allegedly caused by exposure to paint fumes
• Defended timbering, manufacturing, and energy clients in deliberate intent cases involving serious injury or death
• Sought summary judgment in deliberate intent case involving a major steel manufacturer
• Represented clients in deliberate intent, premises liability and other personal injury actions
• Represented drilling companies in defense of wrongful death and deliberate intent claims arising out of incidents occurring on well sites

Education law

• Assisted client that acquired a private university and converted it to a for-profit educational institution
• Assisted client with commercial and contract issues for an affiliated company which provides on-line education and financial tracking information for insurance agents and securities brokers
• Sought dismissal of premises liability action for national retailer and a local board of education
• Defended county school board in jury trial where school board was accused of negligent supervision of students resulting in fight and injuries to students on school property
• Federal jury trial for school board in high profile litigation alleging sexual discrimination by high school teacher against student
• Jury trial for local board of education against claims of mistreatment of special needs student
• Defended board of education at jury trial for failing to address complaints of student-on-student harassment
• Jury trial on behalf of board of education where severely-injured student sought damages for injuries sustained while skipping class
• Defended a major new source review permit issued to a public university against a citizen suit challenge that Ohio EPA did not properly establish Best Available Control Technology (BACT). Had the citizens group been successful, the university would have potentially had to install additional pollution controls, costing millions of dollars.
• Assisted in first appellate court decision on Ohio EPA’s Title V permitting program
• Defended numerous county boards of education from workers' compensation claims and protests regarding denial of benefits
• Defended board of education in religious discrimination suit
• Represented board of education in numerous grievance hearings and various employment matters
• Defended university in grievances, faculty tenure matters and employment matters
• Defended boards of education in negligence, wrongful hiring and supervision, and due process claims in both state and federal courts

EEOC/HRC

• Defended employers in discrimination and workplace injury litigation in state and federal courts, and before the EEOC and the WVHRC
• Received no probable cause determination from Fairfax County (Virginia) Human Rights Commission in national origin discrimination claim.
• Represented numerous clients in actions before the West Virginia Human Rights Commission, Equal Employment Opportunity Commission, and other state human rights commissions on behalf of employers
• Defended numerous charges before the Equal Employment Opportunity Commission, West Virginia Human Rights Commission and Pennsylvania Human Relations Commission, alleging race, age, sex, sexual preference, disability and national origin discrimination.
• Regularly litigates charges before the EEOC and West Virginia Human Rights Commission
• Defended numerous cases of employment discrimination before the Human Rights Commission on behalf of large hospitals as well as other employers
• Handled dozens of claims before the West Virginia Human Rights Commission and the Equal Employment Opportunity Commission
• Tried more than a dozen actions before the administrative law judges of the West Virginia Human Rights Commission on various claims of age, race, gender and disability discrimination
• Defended numerous charges before the Equal Employment Opportunity Commission and the West Virginia Human Rights Commission, alleging race, age, sex, disability and national origin discrimination
• Defended discrimination claims of race, gender, age, disability, religion and national origin in state and federal courts as well as claims brought before the EEOC and state human rights agencies
• Represented clients in actions brought under the West Virginia Human Rights Act

Election and campaign finance

• Represented county and city election officials in various election disputes including election recounts

Eminent Domain

• Part of team that represented corporate client in encroachment matter
• Significant trial experience in energy-related litigation, eminent domain, and complex commercial litigation
• Experienced in eminent domain proceedings and governmental and federal civil rights litigation
• Represented oil and gas producer in eminent domain proceedings in state and federal court

Employee Benefits

• Negotiated the severance of the CEO of a large manufacturer
• Defended acquiring company in litigation alleging various violations of ERISA in connection with a multi-million dollar business combination
• Sought summary judgment involving multi-employer pension trust in litigation seeking additional pension benefits
• Opposed class certification in employment discrimination litigation and successfully defended the denial of class certification before the West Virginia Supreme Court of Appeals
• Sought summary judgment in numerous actions involving challenges to denial of benefits under ERISA plans
• Tax court litigation involving IRS’s disallowance of deductions to individual defined benefit plans
• Experienced with employee benefits issues in mergers and acquisitions, tax-qualified plans, welfare benefit plans, nonqualified deferred compensation, and ERISA Title I issues
• Counsels clients on employee benefits issues arising in mergers and acquisitions, such as identifying plans and evaluating potential assumed liabilities, compliance with statutory requirements, and allocating post-merger liabilities
• Counsels companies regarding employee benefit policies, implementing and updating employee benefit plans and obtaining favorable government rulings, determination and opinion letters
• Deals with welfare plan issues regarding Health Insurance Portability and Accountability Act (HIPAA) portability and privacy rules, cafeteria plans, Consolidated Omnibus Budget Reconciliation Act (COBRA) extended medical benefits, retiree medical issues, Voluntary Employee Benefit Associations (VEBA) deduction rules, and unrelated business taxable income rules
• Developed nonqualified deferred compensation arrangements, advises clients on prohibited transaction and fiduciary breach allegations, and advises clients on reversion issues and ERISA preemption issues
• Draft employee benefit plans to correspond with employers’ desires to offer retirement, health insurance, tuition reimbursement and other benefits
• Counseled employers concerning the interplay of ERISA, the Internal Revenue Code, and other federal laws such as FMLA, HIPAA, COBRA, ADA and WV WPCA, and assisted plan sponsors in making sense of the rules and regulations that govern
• Assisted plan sponsors in identifying and correcting errors in qualified retirement plans in accordance with US Department of Labor and Internal Revenue Service requirements
• Represented employers and executives in bonus, severance and other compensation disputes
• Defended client in ERISA action brought by plaintiff alleging violations of severance entitlement and denial of benefits following plant closing

Employee Handbooks/Policies

• Drafted affirmative action plans for several government contractors
• Drafted and revised numerous employment policies and personnel handbooks
• Developed drug testing policies and provided drug-free workplace training for both management and non-management employees
• Advised health care clients regarding discipline of employees who failed to comply with reporting requirements
• Drafted and finalized employee handbook and drug-free workplace policy for mining company

Employer counseling

• Negotiated labor agreements with a number of different unions, including SEIU District 1199
• Helped control mass picketing and violence through court litigation in state and federal courts
• Helped federal prosecutors by investigating picket line violence, including murder
• Advised employers engaged in strike contingency planning
• Negotiated executive employment contracts with key employees
• Represented employers in MSHA and OSHA investigations involving workplace injuries
• Defended employers in discrimination and workplace injury litigation in state and federal courts, and before the EEOC and the WVHRC
• Defended employers in unfair labor practice charge litigation before the NLRB
• Helped employers defeat union organizing campaigns
• Assisted a regional manufacturer with a reduction in force at operations in four states
• Advised and trained public employers on compliance with federal and state employment laws
• Provided many training sessions to employees of clients on various HR topics, including EEO matters, harassment, documentation, investigations, hiring and interviewing, and factors to consider before firing
• Served as primary outside labor and employment counsel to a major natural gas utility
• Routinely arbitrates grievances for unionized employers
• Counsels public and private employers concerning all aspects of the employment relationship
• Represented board of education in numerous grievance hearings and various employment matters
• Defended university in grievances, faculty tenure matters and employment matters
• Counseled employers concerning duties under Controlled Substance Act
• Counseled employers on a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, WARN and NLRA
• Counsels companies regarding employee benefit policies, implementing and updating employee benefit plans and obtaining favorable government rulings, determination and opinion letters
• Counseled public and private employers concerning a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, NLRA, Title VII and the WVHRA
• Provided diversity and harassment training for both management and non-management employees
• Developed drug testing policies and provided drug-free workplace training for both management and non-management employees
• Draft employee benefit plans to correspond with employers’ desires to offer retirement, health insurance, tuition reimbursement and other benefits
• Counseled employers concerning the interplay of ERISA, the Internal Revenue Code, and other federal laws such as FMLA, HIPAA, COBRA, ADA and WV WPCA, and assisted plan sponsors in making sense of the rules and regulations that govern
• Assisted plan sponsors in identifying and correcting errors in qualified retirement plans in accordance with US Department of Labor and Internal Revenue Service requirements
• Assisted employers with various issues under the National Labor Relations Act, including union organization and unfair labor practice charges
• Assisted employers and executives in negotiating employment contracts, non-competition agreements, separation and severance agreements
• Represented employers and executives in bonus, severance and other compensation disputes
• Advised and counseled multiple employers on labor, employment and WARN issues in merger and acquisition transactions

Employment discrimination

• Defended employers in discrimination and workplace injury litigation in state and federal courts, and before the EEOC and the WVHRC
• Received no probable cause determination from Fairfax County (Virginia) Human Rights Commission in national origin discrimination claim.
• Represented a public entity in a disability discrimination case brought by a former firefighter with hemophilia
• Defended a major utility in a gender discrimination case that went to trial in the Circuit Court of Kanawha County, West Virginia.
• Defended a major hospital in a disability and age-discrimination case.
• Defended public and private employers in complex employment cases involving claims of gender, race, and age discrimination
• Defended public and private employers in intricate employment cases involving allegations of sexual harassment and hostile work environment
• Litigated several multi-million dollar discrimination lawsuits involving known government contractor
• Represented major hotel before the West Virginia Supreme Court of Appeals and the United States Court of Appeals for the Fourth Circuit Court on issues relating to wrongful discharge and federal labor relations
• Represented numerous clients in actions before the West Virginia Human Rights Commission, Equal Employment Opportunity Commission, and other state human rights commissions on behalf of employers
• Defended numerous charges before the Equal Employment Opportunity Commission, West Virginia Human Rights Commission and Pennsylvania Human Relations Commission, alleging race, age, sex, sexual preference, disability and national origin discrimination.
• Sought summary judgment for purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Jury trial for a large chemical manufacturing company in a case brought by seven women alleging sex discrimination
• Defended restaurant against purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Sought summary judgment involving claim of disability discrimination
• Defended board of education in religious discrimination suit
• Defended numerous cases of employment discrimination before the Human Rights Commission on behalf of large hospitals as well as other employers
• Handled dozens of claims before the West Virginia Human Rights Commission and the Equal Employment Opportunity Commission
• Tried more than a dozen actions before the administrative law judges of the West Virginia Human Rights Commission on various claims of age, race, gender and disability discrimination
• Defended numerous charges before the Equal Employment Opportunity Commission and the West Virginia Human Rights Commission, alleging race, age, sex, disability and national origin discrimination
• Represented companies and insurers in employment litigation, including age, race, gender and disability claims
• Defended public and private entities in discrimination litigation
• Defended discrimination claims of race, gender, age, disability, religion and national origin in state and federal court, as well as claims brought before the EEOC and state human rights agencies in West Virginia, Kentucky, Pennsylvania, Louisiana, Tennessee, New York, Florida and South Carolina
• Defended employers in state court in various employment cases involving claims for discrimination, harassment and retaliatory discharge
• Defended discrimination claims of race, gender, age, disability, religion and national origin in state and federal courts as well as claims brought before the EEOC and state human rights agencies
• Defended large manufacturers in federal courts involving alleged workers’ compensation discrimination, invasion of privacy and deliberate intent
• Assisted mining companies in investigations of discrimination complaints
• Assisted on appeal of case involving allegations of gender and age discrimination on behalf of manufacturer
• Defended discrimination suits under federal and state laws in the telecommunications, retail, publishing, electric utility, banking, hotel and mining equipment industries
• Represented employer in jury trial in which the plaintiff alleged that his termination was unlawful due to disability discrimination
• Defended national medical care provider in claim alleging gender and age discrimination
• Defended client in gender discrimination case
• Sought summary judgment on behalf of large law firm in shareholder's discrimination retaliation action
• Defended health care facility in a race and national origin discrimination case through completion of jury trial

Energy law & natural resources law

• Organized and coordinated land, well, and other pertinent records to prepare a data room for sale of oil and gas operations. Conducted data room visits, prepared and negotiated transactional documents, and closed transaction.
• Lead teams responsible for numerous asset and stock transactions, lease transactions, and land and legal due diligence for acquisitions involving over 120,000 acres of Marcellus shale properties throughout Appalachian region
• Leads team drafting a multi-million dollar supply agreement for the production and sale of biomass to an electric generating plant. The project involves traditional contract issues, clean air and greenhouse gas regulations, potential tax credits and subsidies for renewable energy sources, corporate tax, and intellectual property.
• Handled sale of 29,000 acres of Illinois-basin coal reserves, preparation of documents and handling negotiations with contractor in connection with construction of new multi-million dollar coal preparation plant and negotiation of a lease of 7,000 acres of central Appalachian coal reserves
• Assisted Fortune 500 company in connection with the drilling of several hundred wells for the exploration and development of oil and gas in the U.S. Appalachian Basin
• Assisted gas production company in the sale of oil and gas properties
• Assisted oil and gas company and its domestic and international partners in all phases of the acquisition of mineral properties (in excess of 10,000 acres) for the development of a new underground coal mining operation
• Defended client in permit and reclamation matter and maintained permit to mine and eliminated financial judgment against client
• Responsible for real estate issues in the development and financing of a wind-powered electric generating facility in Grant County, West Virginia. The “wind farm” required leases and easements from more than 40 landowners and financing in excess of $300,000,000.00
• Advised client, and successfully enforced client’s right of way to use surface estate for ingress/egress for drilling operations
• Represented Fortune 500 energy client before regulatory agencies and provided key guidance in developing process to establish pooling units for largest active coalbed methane production program in state
• Performed due diligence and prepared transactional documents for several multi-million dollar acquisitions of oil and gas assets, involving review of title, environmental issues, property rights, liability and litigation matters, negotiation of contract terms and drafting of necessary documents
• Represented Fortune 500 energy client in negotiating significant asset acquisitions in Marcellus shale in the northern Appalachian Basin
• Performed management and document review associated with major title and asset development projects of energy clients
• Counseled client during a joint investigation by MSHA and the WVOMHS&T of an underground mining fatality
• Drafted agreements between coal operators for composite mine rescue teams
• Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment
• Managed teams of abstractors in performing mineral and surface title examinations for the purpose of acquiring mineral and leasehold ownership
• Performed mineral and surface title examinations for the purpose of acquiring and leasing minerals
• Represented FERC-regulated companies on numerous FERC enforcement matters, including extensive negotiation experience on matters involving significant penalties
• Developed, implemented and managed a FERC compliance program for interstate natural gas pipelines and public utilities
• Represented public utilities on rulemaking, RTO, interconnection, and rate matters
• Extensive FERC technical conference experience on pipeline rate, tariff and service matters
• Performed title examinations and prepared title reports on coal, oil, and gas and other minerals
• Negotiated the disposition of thousands of acres of coal and surface properties owned by a national conservation organization in Ohio and Illinois, and assisted the client organization in converting donated assets into funds for its conservation projects
• Sought summary judgment for timbering client in unsafe workplace case where plaintiff alleged wrongful death
• Negotiated state regulatory approval of the “spin out” of a large natural gas distribution division of an interstate pipe line company into a separate corporation
• Litigated complex real estate and mineral ownership cases to allow clients to achieve development goals
• Litigated “missing and unknown owners” case to allow client to lease and produce oil and gas
• Represented international entity in the purchase of an equity interest in a U.S. coal mining company and in the subsequent IPO of the coal mining company
• Represented a publicly traded entity in the sale of volumetric production payments from future production of gas wells owned by it
• Have and continue to represent regional and national entities in both the purchase and sale of mineral properties including producing coal properties and oil and gas leaseholds and producing wells
• Researched titles of coal, oil and gas clients to determine ownership interests
• Provided title insurance and closing support services in a large timber sale affecting approximately 22,000 acres
• Managed and coordinated title examinations and numerous additional aspects of due diligence during representation of a mineral client in the large-scale acquisition of approximately 20,000 net acres of mineral interests
• Represented energy company in the acquisition of several hundred oil and gas wells
• Assisted energy company in preparation for coal bed methane well projects and advised on title matters as well as permitting and pooling issues
• Undertook coal, oil and gas title examinations to assist clients in acquiring desired real estate rights
• Represented natural gas transmission and storage company in numerous matters pertaining to property protection, gas storage and commercial issues
• Joint Venture Between Coal Companies. Negotiated and developed joint venture agreement and related documents among major coal producers
• Coal Transaction Involving Joint Venture, Development of Coal Properties, And Acquisition Of Assets. Coal transaction involving numerous parties, development and negotiation of coal purchase agreement; options for acquisition of particular equipment; joint venture agreement regarding formation of new company among various parties; negotiation and development of dock and transloading agreements; and guidance of client with respect to corporate compliance and securities matters.
• Acquisition by Subsidiary of International Energy Company of Stock of Regional Oil and Gas Company. $12,500,000 transaction including negotiation of terms of transaction, development of term sheet, stock purchase agreement, escrow agreement, due diligence request, coordination of title review, various consents and certificates.
• Jury trial on antitrust claims under state antitrust statute and sales below cost statute against national coal company
• Handled matters involving mineral transactions and acquisitions, including the coordination and performance of due diligence and title defect curative work
• Drafted legislation on behalf of a Fortune 500 energy client which clarified the requirements for notification of landowners in connection with development of coal bed methane development situations and prepared implementation guidelines and procedures for the client to use under the new legislation
• Defended a major natural gas producer from claims that its pipeline should be regulated
• Managed large abstracting teams in multiple states to assist a major energy client in meeting an extensive drilling plan
• Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
• Managed large-scale due diligence project to identify and locate over 1,000 owners of mineral interests
• Negotiated acquisition of pipeline easement
• Negotiated acquisition of pipeline easements
• Represented a natural gas gathering company before the Public Service Commission of West Virginia in a dispute involving an assertion by a natural gas producer that the company’s gathering system was subject to regulation as an intrastate pipeline
• Defended large coal companies and their employees in Section 110 special investigations
• Conducted large-scale due diligence mineral title examinations
• Managed large abstracting teams in multiple states to assist a major energy client in meeting extensive drilling plans
• Performed Appalachian Basin title abstracting of oil, gas and mineral interests to assist clients in building an inventory of leased acreage for the purpose of oil and gas exploration
• Represented energy company in refinancing
• Represented oil and gas exploration and production companies in all aspects of their Pennsylvania operations including lease and other document design, negotiations, permitting, administrative proceedings, joint operating agreements, farmouts, acquisitions, dispositions, due diligence reviews, title examination and reporting, financing and litigation in state and federal courts
• Represented midstream operators in Pennsylvania transportation agreement design
• Represented midstream operators in major litigation
• Serves as an arbitrator and as a mediator in energy cases
• Oversaw oil and gas title projects in Ohio and West Virginia
• Represented oil and gas lessees in litigation by landowner-lessors to invalidate oil and gas leases
• Advised oil and gas operators on applicable oil and gas law relevant to operations, litigation, and acquisitions involving mineral interests
• Developed Pennsylvania title standards applicable to oil and gas title review
• Managed operations and provided legal analysis related to oil and gas title and property holding in West Virginia and central Pennsylvania for the land resources department of a Fortune 500 energy company
• Directed, supervised and assisted in title review, title analysis, business risk analysis, legal analysis, contracts, rights of way, deeds estate matters, and pooling, for the conventional, coal bed methane and horizontal drilling operations in the Appalachian Basin of a Fortune 500 energy company’s the oil and natural gas branch
• Litigated cases involving breach of lease agreements; breach of implied covenants; right-of-way disputes; injunctions against landowners; royalty disputes; and all types of energy-related cases in both West Virginia and Pennsylvania
• Researched ownership of title and leasehold interests for surface, coal, oil, gas and other mineral rights
• Reviewed files regarding title for coal, oil and gas properties
• Drafted detailed title opinions explaining complex title issues
• Developed standardized templates and procedures to expedite accurate title examinations
• Negotiated agreements for subleasing Marcellus shale production rights totaling 60,000 acres and non-Marcellus formation rights, totaling an additional 60,000 acres
• Managed transfers to partnerships of leases, wells and pipelines to facilitate operation of newly developed 35,000-acre natural gas storage field as well as a 185-mile gas pipeline
• Developed and executed strategies to complete sale of gas operating facilities, gas storage fields, office buildings and fee property for major energy company
• Provided corporate governance for $18 million land rights acquisition for a major gas pipeline
• Managed staff responsible for $6 million in annual lease payments and the maintenance and administration of land information systems for major energy company including over 100,000 land documents
• Performed title examinations and prepared title reports on coal, oil, gas and other minerals
• Assisted oil and gas information provider in its acquisition of a competitor by drafting the closing documents (settlement statement and purchase and sales agreement) and consulting agreement relating to retention of the competitor's former owner / IT specialist
• Assisted oil and gas client in procuring oil and gas leases from various individuals, entities and organizations
• Negotiated a $100 million dollar acquisition of a publicly traded entity
• Provided legal support for the KY, OH and WV drilling programs of major Appalachian Basin natural gas exploration and production company, including review and curative to clear title for over 120 drilling locations per year, as well as negotiation and drafting of leases, subleases, assignments, farmout agreements, operating agreements, joint participation agreements, unit declarations and division orders, and representation in forced-pooling proceedings
• Served as real estate counsel for a number of regional interstate natural gas transmission companies and natural gas distribution companies, as well as for an electric generation and distribution company; responsible for right-of-way and site acquisition, facility purchases and sales, facility and storage leasing, relocations, eminent domain proceedings, and protection and enforcement of land rights, including related litigation
• Performed title work and headed permit and environmental due diligence review teams for coal acquisition involving over 100,000 acres of reserves, and prepared related reports as well as deeds, leases, assignments and bills of sale used to close the transaction
• Counseled coal operator placed on potential pattern of violations list
• Represented land company in acquisition of 700+ acre former chemical plant for prospective coal mine portal
• Represented coal company in land acquisition for beltway
• Defended gas well fracking damage claims
• Class action defense of gas line replacement and burial depth issues
• Class action cases on royalty payments
• Supreme Court decisions on duty to develop/protect from drainage and scope of mineral leasehold rights
• Mining, quarry and water permit appeals
• Mass tort claims relating to fluid disposal wells and permit discharges
• Assisted in the preparation of and drafted a Division Order Title Opinion for production company by performing due diligence and title defect curative work
• Assisted clients with the preparation of mineral title opinions, as well as issues related to surface use, coal ownership, or surface damages claims arising from coal, oil and gas operations
• Provided legal analysis related to oil and gas title and property holdings in Pennsylvania for energy production companies
• Managed large abstracting teams in multiple states to assist a major energy client in meeting an extensive drilling plan
• Assisted oil and gas client in procuring oil and gas leases from various individuals, entities and organizations
• Assisted large energy client in review and examination of oil and gas assets in northern West Virginia
• Served as in-house counsel for large natural gas transmission company
• Research and analysis on complex federal and state regulatory issues on energy and environmental matters, including federal Clean Water Act permitting issues, U.S. Army Corps of Engineers regulation of waters (wetlands) of the United States, and state laws regulating the oil and gas industry
• Local counsel and due diligence for acquisitions, JV and joint development agreements involving over 750,000 mineral acres within Ohio in past 24 months
• Leads a team that prepares thousands of title opinions per year for major energy companies throughout Appalachia
• Researched and represented energy company in major divestiture projects covering hundreds of miles of pipelines and related facilities
• Lead counsel for a major North American coal company in connection with a divestiture project involving properties in several eastern and western states and in Canada, handling numerous purchases and sales of producing coal properties and/or coal reserves, and financings relating to such transactions, primarily in the Appalachian region of the United States
• Handled property acquisition, permitting matters, workers’ compensation and black lung defense, labor and employment matters, litigation, for numerous coal companies doing business in West Virginia, Pennsylvania, Ohio, and Virginia
• Advised energy clients regarding legal issues related to operations
• Drafted legislation regarding natural gas operations adopted in several in states in the Appalachian Basin

Environmental & regulatory

• Defended client in permit and reclamation matter and maintained permit to mine and eliminated financial judgment against client
• Performed due diligence and prepared transactional documents for several multi-million dollar acquisitions of oil and gas assets, involving review of title, environmental issues, property rights, liability and litigation matters, negotiation of contract terms and drafting of necessary documents
• Represented FERC-regulated companies on numerous FERC enforcement matters, including extensive negotiation experience on matters involving significant penalties
• Represented public utilities on rulemaking, RTO, interconnection, and rate matters
• Extensive FERC technical conference experience on pipeline rate, tariff and service matters
• Jury trials and defense of management officials prosecuted for criminal violations of federal environmental laws
• Litigated numerous claims for property contamination and CERCLA cleanup actions
• Part of team which defended natural gas company in suit alleging property contamination
• Negotiated state regulatory approval of the “spin out” of a large natural gas distribution division of an interstate pipe line company into a separate corporation
• Negotiated the renewal of a FERC license for a large hydroelectric project and persuaded the WV Public Energy Authority to hold the licenses for two additional large hydroelectric projects
• Defended client to the Ohio Supreme Court in a major chemical company’s challenge to Ohio EPA’s application of OAC 3745-21-07 (the “8 and 40 rule”) to its container filling operations
• Defended a major new source review permit issued to a public university against a citizen suit challenge that Ohio EPA did not properly establish Best Available Control Technology (BACT). Had the citizens group been successful, the university would have potentially had to install additional pollution controls, costing millions of dollars.
• Assisted in first appellate court decision on Ohio EPA’s Title V permitting program
• Negotiated resolution of various environmental issues arising from sales and purchases of various businesses
• Represented client in wasteload allocation and NPDES permit process over objections of local citizens and industry competitors
• Represented clients before environmental agencies in numerous environmental enforcement actions
• Provided client with advice and consultation to allow consistent compliance with regulatory obligations
• Represented land developer before administrative boards in securing ground water discharge permit
• Represented municipal entities challenging draft storm water permit requirements
• Represented entity and gained delisting of certain property from CERCLA's National Priority List
• Negotiated with state agencies to modify NPDES permit and address operational and legal issues regarding waste water treatment facilities
• Organized group of utilities to implement funding legislation for Chesapeake Bay program and appeal WV DEP's implementation of the Bay program
• Worked with state agencies to modify public service district's upgrade plans and maintain compliance with a WV DEP grant order
• Represented a market leading international investment bank in the refinancing of over $200 million dollars of pollution control and solid waste disposal bonds
• Represented group of clients in citizen’s suit brought pursuant to The Clean Water Act
• Drafted and lobbied into existence various West Virginia environmental and utility laws, including storm water and municipal environmental protection statutes
• Represented a coalition of municipal utilities and public service districts regarding the restoration and protection of the Chesapeake Bay watershed
• Sought contribution under CERCLA from responsible party for $100+ million environmental remediation
• Represented municipal entities challenging draft storm water permit requirements
• Represented clients in numerous CERCLA, RCRA and other solid waste-related matters
• Obtained first Certificate of Completion under West Virginia Voluntary Remediation Act

Executive compensation

• Deals with welfare plan issues regarding Health Insurance Portability and Accountability Act (HIPAA) portability and privacy rules, cafeteria plans, Consolidated Omnibus Budget Reconciliation Act (COBRA) extended medical benefits, retiree medical issues, Voluntary Employee Benefit Associations (VEBA) deduction rules, and unrelated business taxable income rules
• Assisted clients with equity compensation arrangements in order to provide optimal tax benefits

Federal Coal Mine Safety and Health Act

• Assisted mining companies in investigations of discrimination complaints

First Party and Coverage

• Sought declarations of the existence or non-existence of coverage under various types of insurance policies
• Represented a number of insurance carriers in administrative actions before the West Virginia Insurance Commissioner
• Assessed allegations against clients in order to reach early and cost efficient resolutions in insurance defense cases
• Defense of insurance carriers in first party life and disability claims and coverage disputes
• Provided assistance to insurance companies writing new business in West Virginia to assure their policies are in compliance with applicable laws and regulations
• Represented major insurance company in claims handling and evaluation of underlying litigation involving multiple parties and multiple fatalities
• Represented insurer in an appeal of a case challenging completed operations hazard exclusion in commercial general liability policy
• Represented insurers in defense of uninsured and underinsured motorist claims
• Prepared coverage opinions and represented insurers in declaratory judgment actions involving coverage under personal, commercial, excess, and surplus lines policies in West Virginia state and federal courts
• Represented insurance carriers in coverage matters and conducted insurance investigations

FMLA (Family Medical Leave Act)

• Counseled employers on a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, WARN and NLRA
• Counseled public and private employers concerning a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, NLRA, Title VII and the WVHRA
• Counseled employers concerning the interplay of ERISA, the Internal Revenue Code, and other federal laws such as FMLA, HIPAA, COBRA, ADA and WV WPCA, and assisted plan sponsors in making sense of the rules and regulations that govern

General litigation

• Represented clients in a dispute over family corporation’s stock and holdings in land and minerals in Western Maryland involving prosecution of civil action seeking declaratory and other relief and involving complex stock redemption, gifting and constructive fraud issues
• Defended medical billing software manufacturer in trademark infringement litigation in the United States District Court for the Northern District of WV, resulting in summary judgment of non-infringement and abandonment of federal trademark registration
• Defended manufacturer of mine safety equipment in utility and design patent infringement litigation in the United States District Court for the Southern District of WV, resulting in summary judgment of non-infringement
• Defended operator of long term care facilities in claims of medically-resistant staph infections
• Represented clients in premises liability claims
• Tried more than 50 cases to a jury verdict
• Defended numerous national fast-food and casual dining restaurants in foodborne illness and foreign object claims
• Jury trial for landowner against claims of unjust enrichment and trespass
• Defended national trucking company in case where driver tipped trailer onto a car. Punitive damages were claimed.
• Sought summary judgment for a large truck stop chain in federal district court in which the plaintiff claimed fraud in the inducement
• Tried numerous cases through jury verdict as lead trial counsel
• Represented clients before the United States Court of Appeals for the Fourth Circuit
• Numerous jury trials defending police officers and agencies in state and federal courts
• Argued before the United States Court of Appeals for the Fourth Circuit Court and West Virginia Supreme Court of Appeals on civil rights issues
• Part of team that represented corporate client in encroachment matter
• Tried over a dozen personal injury jury cases in West Virginia and Kentucky during 15 years of practice
• Appeared as counsel of record in over 200 appellate matters, including cases in the United States Supreme Court, the United States Court of Appeals for the Fourth Circuit, the Supreme Court of Appeals of West Virginia, the Supreme Court of Virginia, and the Supreme Court of Kentucky
• Represented a number of clients, including banks, insurance companies, and other corporate and individual defendants, in various suits resulting in dismissal, summary judgment or defense verdicts
• Assessed allegations against clients in order to reach early and cost efficient resolutions in insurance defense cases
• Sought dismissal of improper allegations against a client, clarifying the legal issues for further litigation
• Pursued dismissal of a client in an alleged vicarious liability case
• Represented public and private clients in state and federal appellate courts
• Jury trial for claims of complete destruction of property resulting from fire to commercial property
• Defended numerous jury trials involving multiple wrongful death claims
• Part of trial team that defended multi-million dollar breach of contract action against corporations and individual employees
• Prosecuted felonies and misdemeanors including grand larceny, embezzlement, fraud, murder, kidnapping, aggravated robbery, domestic violence, malicious assault, sexual assault, controlled substance, and DUI
• Representation of individuals and corporations in defense of auto, truck and property damage claims
• Represented fiber optic network company in resolution of commercial litigation with major customer
• Defended at trial a client in litigation involving a car crash and a complex series of events and issues of causation leading to fire damage to an apartment building
• Sought summary judgment on behalf of a county commission in a sexual harassment case
• Tried several cases involving alleged professional negligence of physician groups, hospitals and a physical therapist
• Multiple arbitration defenses of builders against construction defect claims
• Represented physicians and hospitals in health care fraud investigations and qui tam actions
• Tried a motor vehicle accident case wherein the plaintiff alleged $30,000.00 in medical expenses and fibromyalgia
• Defended a bodily injury claim wherein claimant allegedly bit into a rodent’s foot while eating
• Tried a trip-and-fall case wherein the plaintiff alleged a fractured ankle and approximately $25,000.00 in medical expenses and lost income from tripping on the steps of the residence
• Represented local governmental entity in First Amendment claim
• Served as trial counsel through verdict in several dozen medical malpractice, personal injury and wrongful death matters
• Took more than thirty jury trials to verdict in state and federal courts
• Significant experience representing both individual and corporate interests in a wide variety of tort related claims
• Drafted post-hearing briefs on behalf of employers in various arbitration proceedings
• Drafted numerous summary judgment motions and motions to dismiss for corporate clients and insurance carriers on variety of claims
• Defended city, county, and state police departments in civil rights cases
• Assisted with pleadings, briefing, and complicated discovery issues on claim by client against a former manager accused of embezzling hundreds of thousands of dollars from the client
• Defended resorts in litigation brought by skiers, snowboarders and other patrons
• Represented state government entity in its civil claims against unregulated offshore internet gambling operations
• Defended real estate companies, brokers and agents in professional liability matters
• Defended utility company in substantial multiple party litigation involving multiple fatalities
• Defended timbering, manufacturing, and energy clients in deliberate intent cases involving serious injury or death
• Defended major timber company against negligence and nuisance claims that cutting timber caused widespread flooding
• Assisted defense of hospitals in physician termination and patient dispute cases
• Represented the sponsor of a marathon in a case brought by a runner who was hit by a car during the race
• Represented banking client in a case alleging violations of a lease termination agreement
• Defended company accused of conspiring to misuse trade secrets of competitor
• Defended law enforcement officer in wrongful death case involving claims of civil rights violations including excessive force and deliberate indifference to a serious medical condition
• Managed substantial creditor litigation project throughout Ohio
• Defended banks and financial institutions against claims brought under the Electronic Fund Transfer Act, the Fair Debt Collection Practices Act, the Fair Credit Reporting Act, and the Equal Credit Opportunity Act
• Experienced in litigating claims involving corporate fraud and embezzling employees
• Represented a nursing home facility in litigation to prevent re-zoning of nearby agricultural land for industrial use
• Represented nursing home facilities in litigation to prevent the construction of a competing facility in violation of state competitive bidding law
• Defended a nursing home facility in litigation regarding the scope of state agency authority to interview residents without prior notice
• Sought summary judgment for a ski resort in three recent liability cases
• Defended clients in jury trials involving contract disputes and wrongful death actions
• Defended client in bench trial involving property dispute
• Represented governmental entities in premises liability and wrongful death actions
• Defended a preliminary injunction action brought by an unsuccessful bidder on a $30 million construction project for a state university
• Trial of surety bond case
• Multi-million dollar sewer plant design defect litigation
• Experienced in eminent domain proceedings and governmental and federal civil rights litigation
• Defended large manufacturing facility from mechanic’s lien claims totaling $16 million
• Arbitration for large ski resort against claim by general contractor for indemnification
• Represented real estate agents and agencies against claims involving property sales
• Defended trucking companies in claims involving personal injuries
• Represented civil engineering/architectural firm in significant construction litigation involving defective soil compaction at large warehouse
• Defended property owner in a right of way dispute
• Jury trials on behalf of both individual and corporate defendants including claims of wrongful death, nursing malpractice and personal injury
• Represented municipality in wrongful death and negligence lawsuit arising out of police officer's alleged failure to investigate
• Defended grocery store chain owners, restaurant franchisees, and other property owners in suits alleging failure to maintain premises
• Defended, mediated, and negotiated settlements in complex personal injury cases
• Defended political subdivisions and boards of education and their employees in personal injury and civil rights litigation
• Defended individuals and businesses in tort and contract litigation
• Represented major Class I railroad in a variety of alleged occupational injuries
• Served as trial counsel for real estate and insurance brokers
• Defended employer accused of negligently causing neurotoxic brain injury
• Prosecuted multiple Daubert challenges to exclude medical expert testimony relating to chronic toxic encephalopathy
• Assisted in breach of contract action for development company
• Significant litigation experience representing both individual and corporate interests in a wide variety of tort and breach of contract claims
• Represented members of limited liability company in fraud and breach of contract claims over representations made prior to investment
• Defended municipal corporation in negligence and intentional tort cases
• As staff counsel, drafted, edited and analyzed proposed legislation submitted for consideration by the West Virginia House of Delegates Committee on the Judiciary (2007 and 2008 sessions) including presentation of proposed bills to the full committee and discussion of relevant legislative issues with committee members and chair; assisted chair in analysis and draft legislation for regional jail/DOC financing/budget and population overcrowding issues
• Defended large national bank in litigation regarding its debt collection practices
• Defended numerous personal injury actions to verdict
• Represented nonprofit organization in litigation against the county government involving wrongful termination of a real estate lease and a dispute over property ownership
• Jury trials and defense of management officials prosecuted for criminal violations of federal law

Government Affairs & Lobbying

• Drafted legislation on behalf of a Fortune 500 energy client which clarified the requirements for notification of land and mineral owners in connection with development of coalbed methane
• Represented county and city election officials in various election disputes including election recounts
• Represented commercial developer in the drafting of legislative amendments to economic development laws
• Represented medical association in reviewing and drafting legislative proposals and initiative petitions on health care related issues, as well as serving on work groups to draft and/or revise administrative rules proposed by various health care related boards and agencies
• Drafted legislation on behalf of a Fortune 500 energy client which clarified the requirements for notification of landowners in connection with development of coal bed methane development situations and prepared implementation guidelines and procedures for the client to use under the new legislation
• Formed and advised the largest state-oriented 527 political committee in the United States, resulting in a well-known political upset
• Represented various states in federal court in challenges to campaign finance laws
• Lobbied in the West Virginia Legislature on behalf of a bill for a nonprofit organization to establish a land conservation fund
• Lobbied in the West Virginia Legislature on behalf of a bill supported by a national business trade organization to require a state agency to report its activities to the Legislature on a regular basis
• Drafted and lobbied into existence various West Virginia environmental and utility laws, including storm water and municipal environmental protection statutes
• Assisted in drafting legislation for major workers’ compensation reform for the State of West Virginia
• Advises major Kentucky industries on political advocacy options, including independent speech, formation of PACs, 527s and other entities, and compliance
• Developed and executed legislative strategies for various West Virginia state agencies and departments
• Guided and maneuvered the Governor's legislative agenda through the West Virginia Legislature and interim committee process
• Lobbied for the passage of bills on a wide range of topics including, but not limited to, economic development, health care, gaming, taxation, workers compensation, banking and insurance, environmental and energy
• Assisted national corporation in forming a West Virginia political action committee
• Represented major party Congressional campaign in recanvass of 2010 election
• Represented business trade organization in obtaining advisory opinion that Kentucky’s restriction on independent corporate political speech was unconstitutional

Harassment

• Defended public and private employers in intricate employment cases involving allegations of sexual harassment and hostile work environment
• Represented a doctor at trial against claims brought by five patients alleging sexual impropriety and inappropriate treatment.
• Federal jury trial for school board in high profile litigation alleging sexual discrimination by high school teacher against student
• Defended board of education at jury trial for failing to address complaints of student-on-student harassment
• Sought summary judgment on behalf of a county commission in a sexual harassment case
• Defended employers and individuals in more than seventy-five sexual harassment cases
• Defended discrimination claims of race, gender, age, disability, religion and national origin in state and federal court, as well as claims brought before the EEOC and state human rights agencies in West Virginia, Kentucky, Pennsylvania, Louisiana, Tennessee, New York, Florida and South Carolina
• Defended employers in state court in various employment cases involving claims for discrimination, harassment and retaliatory discharge

Health care

• Defended a major hospital in a disability and age-discrimination case.
• Represented a surgeon in three successive trials and interim appeals of a wrongful death medical malpractice case over 8 years
• Negotiated and closed a settlement on behalf of a major medical referral facility's physician group in an action alleging deficiencies in their infection control program
• Represented a national nursing home chain at trial in a wrongful death action involving a 38-year old individual suffering from multiple sclerosis. Punitive damages were sought based on alleged understaffing and other issues.
• Represented physicians and other medical professionals before applicable boards, and assisted the medical provider in explaining the situation to the board and represented provider before the board and, when necessary, negotiated consent decrees
• Analyzed medical issues in toxic tort cases, which may show other causes for the claimed injuries or other non-related medical problems which would indicate decreased life expectancy and lower potential damages claims
• Trial counsel to national nursing home chain in contested proceeding to obtain administrative approval of sale of private equity; favorable decision helped allow transaction to close
• Defended at trial a nurse practitioner in litigation involving alleged failure to appropriately advise a referring physician when arranging for the transport of a newborn
• Regularly advise health care providers of all levels and hospitals on risk management and loss prevention concerns
• Tried several cases involving alleged professional negligence of physician groups, hospitals and a physical therapist
• Represented health care providers in the formation of professional entities, structuring of business arrangements and negotiated agreements between health care providers, hospitals and health plans
• Represented clients in the purchase and sale of medical practice assets
• Represented medical association in reviewing and drafting legislative proposals and initiative petitions on health care related issues, as well as serving on work groups to draft and/or revise administrative rules proposed by various health care related boards and agencies
• Represented physicians and hospitals in health care fraud investigations and qui tam actions
• Served as defense liaison counsel for hospital defendants in statewide class action over medical records copying costs
• Defended a hospital on claims of antitrust violations (exclusive dealing and tying) arising from exclusion of CRNA's as a class
• Acted as local counsel to a major pharmaceutical manufacturer in claims of legal malpractice by mishandling of the defense of a case in state and federal antitrust claims
• Represented hospital in antitrust claims by physician
• Defended pharmaceutical company in monopolization and related antitrust claims
• Served as bond counsel to a regional hospital facility in West Virginia for a private placement, tax exempt 501(c)3 bond financing of capital improvements to the hospital facility, the acquisition of equipment and refinancing outstanding debt. Services included transaction structuring, the preparation of all financing documentation, and bond closing representation.
• Provided legal services in connection with the sale and lease of property for the development of medical office buildings as part of a new hospital campus, and assisted in the sale of property, with restrictions, to a local municipality for the development of a police and fire substation on the campus
• Assisted in the closure of a small hospital facility and with the plans and financing for the adaptive health care reuse of the facility; provided legal services in connection with the possible restructuring of the corporate relationships of the parent organization and affiliates that included this same facility
• Served as bond counsel for a major regional hospital in the issuance of bonds to finance a major addition, refinance prior bonds and fund pension liabilities
• Defended provider of health care services in wrongful death action
• Defended nursing homes and hospitals in variety of orthopedic claims and claims related to medically related exposures, including staph infections, HPV and shingles
• Litigated an antitrust action for a dominant health care provider in Pennsylvania involving a battle for the control of a major hospital

HIPAA/Privacy

• Counseled employers concerning the interplay of ERISA, the Internal Revenue Code, and other federal laws such as FMLA, HIPAA, COBRA, ADA and WV WPCA, and assisted plan sponsors in making sense of the rules and regulations that govern

Immigration

• Sought dismissal of felony drug charges against client which impacted on immigration claim for deportation
• Obtained writ of coram nobis to secure expungement of records in client's family member's immigration proceeding

Insurance Bad Faith

• Defended insurance carriers in first party bad faith actions
• Drafted summary judgment motions for insurance carriers on claims that the carriers acted in bad faith and committed unfair claims settlement practices
• Represented clients in various appellate matters including actions (1) challenging constitutionality of non-judicial foreclosure (2) challenging constitutionality of statutory limits on non-economic damages (3) seeking to establish cause of action for workplace stress (4) seeking to establish per se violations of insurance bad faith statute (5) seeking removal of co-trustee of testamentary trust (6) seeking to establish police liability for naming of suspects in criminal investigation (7) seeking tax refunds (8) challenging bidding process for construction of office building for university board of trustees (9) seeking access to confidential hospital peer review records (10) challenging NCAA eligibility ruling (11) challenging completed operations hazard exclusion in commercial general liability policy
• Defended and mediated numerous claims alleging statutory “bad faith” and breach of contract
• Litigated numerous cases for insurance companies in a variety of coverage,"bad faith" and breach of contract matters
• Handled multiple mediations in personal injury, insurance coverage and "bad faith" claims
• Defended insurance company in unfair claims practices suit
• Defended claims of insurance “bad faith” and breach of contract
• Handled appeal of case for insurer brought by claimaint seeking to establish per se violations of insurance bad faith statute arising from using net pay as opposed to gross pay in the settlement of claims
• Defended insurer in a first party bad faith trial arising from processing of credit disability claim resulting in a defense verdict
• Defended insurer in a first party bad faith trial arising from processing of credit disability claim
• Represented national property and casualty insurer in claims of bad faith arising out of underinsured and uninsured motorist claims handling
• Defended large life insurer in claims of bad faith, fraud and misrepresentation arising out of life insurance claims handling
• Defended insurers against claims of unfair trade practices and common law bad faith
• Defended insurance companies in claims alleging statutory “bad faith” and breach of contract
• Represented insurer in third-party case alleging violation of the W.Va. Unfair Trade Practices Act
• Assisted insurers in defense of first party bad faith actions
• Defended multiple insurance companies against claims of statutory bad faith and breach of contract
• Advised and defended insurance carriers against claims of breach of contract, common law bad faith, and violations of the West Virginia Unfair Trade Practices Act (UTPA)
• Jury trial on behalf of fire insurer in suit alleging bad faith and intentional infliction of emotional distress

Insurance fraud

• Lead counsel for large health insurer against medical providers submitting wrongful and fraudulent claims for reimbursement

Intellectual property

• Represented the owner and publisher of 40 daily newspapers and numerous other publications in 11 states, including representation in the acquisition, policing, and enforcement of federal trademark rights, domain name disputes, and intellectual property licensing
• Represented international toy manufacturer in patent, trademark infringement, and copyright litigation in the United States District Court for the Central District of California
• Represented local nursery and landscaping business in federal trademark infringement and dilution litigation in the United States District Court for the Northern District of WV
• Negotiated trademark settlement for local resort against newly opened bar and restaurant seeking to use similar name
• Represented t-shirt manufacturer accused of federal trademark infringement and dilution based on Father’s Day t-shirts which were parodies of companies’ logos
• Defended medical billing software manufacturer in trademark infringement litigation in the United States District Court for the Northern District of WV, resulting in summary judgment of non-infringement and abandonment of federal trademark registration
• Defended manufacturer of mine safety equipment in utility and design patent infringement litigation in the United States District Court for the Southern District of WV, resulting in summary judgment of non-infringement
• Defended employer in a request for a TRO in a trade secret and breach of loyalty case against employees in the political consulting industry
• Counsels employers concerning the protection of trade secrets and intellectual property as well as methods for preventing unfair competition from employees and former employees; drafts and litigates the enforceability of employee non-competition agreements
• Assisted in defense of patent infringement action against pharmaceutical and industrial companies

Labor Arbitration

• Negotiated labor agreements with a number of different unions, including SEIU District 1199
• Helped control mass picketing and violence through court litigation in state and federal courts

Land use planning

• Serves as issuing agent for title insurance on a wide variety of commercial, industrial, mineral and residential real estate transactions
• Assisted clients with matters relating to leasing, development, zoning and land-use issues
• Served as counsel to developer of a major shopping center which included all land use issues; appearances before the planning commission; handled all financing transactions as well as the sale of several outparcels; prepared leases for stores that developer retained and is leasing to other entities
• Represented developer of a 1200 home residential subdivision to include acquisition of the property, advising the client regarding land use issues and appearance before the planning commission
• Represented a national developer in the creation of the first stand-alone Community Enhancement District (assessment district) in West Virginia for a 1,200 unit high-end, second home development. Work included financial structuring, legislative modifications and local government representation. Entire investment in excess of $1.0 billion.
• Represented real estate developers in analysis of zoning ordinance and subdivision regulations
• Preparation and presentation of projects for site plan approval, building permit approvals, obtaining variances, conditional use approvals, and zoning amendments as appropriate for the project
• Represented real estate developer with planning and zoning ordinances for shopping centers
• Represented purchaser in the purchase and development of a summer camp for underprivileged children from Baltimore
• Represented developers seeking to subject property to conservation easements
• Represented developers of multiple residential subdivisions in Berkeley, Jefferson and Morgan counties
• Experienced in representing developers, landowners and local governments in land use planning strategy and litigation matters; and preparation and evaluation of local government land use regulations

Legal malpractice

• Defended legal malpractice claims against attorneys

Long term care

• Defended operator of long term care facilities in claims of medically-resistant staph infections
• Settlements on behalf of various long term care facilities in West Virginia accused of abuse and neglect of elderly residents
• Represented a national nursing home chain at trial in a wrongful death action involving a 38-year old individual suffering from multiple sclerosis. Punitive damages were sought based on alleged understaffing and other issues.
• Jury trial on behalf of long term care facility against claim of wrongful discharge related to allegations of improper and fraudulent documentation
• Defended multiple long term care facilities in claims involving medical negligence (including wound development, infection, falls, understaffing and malnutrition) and punitive conduct
• Trial counsel to national nursing home chain in contested proceeding to obtain administrative approval of sale of private equity; favorable decision helped allow transaction to close
• Represented a national nursing home chain at trial in a wrongful death action involving death of resident from urosepsis. Punitive damages sought for alleged understaffing, false documentation and other issues.
• Assisted in the sale of assets of a substantial independent and assisted living facility and related nursing home, and that necessitated the defeasance of publicly held tax-exempt indebtedness
• Represented long term care facilities in wrongful death litigation in West Virginia state courts
• Defended nursing homes and hospitals in variety of orthopedic claims and claims related to medically related exposures, including staph infections, HPV and shingles
• Represented a nursing home facility in litigation to prevent re-zoning of nearby agricultural land for industrial use
• Defended a nursing home facility in litigation regarding the scope of state agency authority to interview residents without prior notice
• Represented long-term care and other creditors in estate and guardianship proceedings in probate courts throughout Ohio, including proceedings to surcharge a guardian’s bond, uncover concealed assets, sell real estate, and collect debts owed by decedents or wards
• Represented several long term care facilities in patient care litigation with allegations of abuse, neglect and professional negligence

Mediation

• Represented individuals and businesses in mediation and alternative dispute resolutions
• Mediated all types of cases - personal injury, will contests, land disputes, employment disputes, workplace injuries and professional malpractice with significant success
• Represented energy industry parties in mediation of major contract disputes
• Mediated numerous claims to conclusion, including personal injury and bad faith

Mine safety and health law (MSHA)

• Represented employers in MSHA and OSHA investigations involving workplace injuries
• Represented coal mine operator in contest of “flagrant” violations assessed by MSHA at over $1.1 million
• Defended continuous miner operator and outby foreman in decertification actions before the West Virginia Coal Mine Safety Board of Appeals
• Defended mine superintendent in a 110(c) action instituted by MSHA
• Counseled client during a joint investigation by MSHA and the WVOMHS&T of an underground mining fatality
• Drafted agreements between coal operators for composite mine rescue teams
• Represented coal companies in federal MSHA enforcement cases
• Defended contract miner in fatality investigation by MSHA and the West Virginia Office of Miners Health, Safety & Training
• Represented mining company charged with more than $1,000,000 in MSHA fines
• Defended coal miners in decertification proceedings
• Assisted mining companies in investigations of discrimination complaints
• Defended large coal companies and their employees in Section 110 special investigations
• Represented a major coal operator in a dispute with MSHA concerning MSHA's search and inspection of employees' vehicles on mine property
• Counseled coal operator placed on potential pattern of violations list
• Mining, quarry and water permit appeals
• Defended coal companies on MSHA matters

Municipal law

• Represented a public entity in a disability discrimination case brought by a former firefighter with hemophilia
• Defended local municipality in occupational fatality claim
• Defended a ruling issued by a county Building Code Appeals Board regarding permitting requirements for certain storage structures
• Numerous jury trials defending police officers and agencies in state and federal courts
• Defense of governmental entities, law enforcement officers and prosecutors in civil rights and liability cases
• Represented municipal entities challenging draft storm water permit requirements
• Sought summary judgment on behalf of a county commission in a sexual harassment case
• Represented county and city election officials in various election disputes including election recounts
• Represented a national developer in the creation of the first stand-alone Community Enhancement District (assessment district) in West Virginia for a 1,200 unit high-end, second home development. Work included financial structuring, legislative modifications and local government representation. Entire investment in excess of $1.0 billion.
• Defended city, county, and state police departments in civil rights cases
• Represented county and municipal governments and related agencies and commissions as general and special counsel in numerous planning, enforcement and regulatory matters
• Represented municipality in the sale of its water and sewer systems

Negligence

• Numerous jury trials for public and private clients in serious personal injury, product liability, and professional negligence cases
• Defended county school board in jury trial where school board was accused of negligent supervision of students resulting in fight and injuries to students on school property
• Settlements on behalf of various long term care facilities in West Virginia accused of abuse and neglect of elderly residents
• Defended multiple long term care facilities in claims involving medical negligence (including wound development, infection, falls, understaffing and malnutrition) and punitive conduct
• Defended multiple hospital clients in complex medical negligence claims involving death, birth injuries, quadriplegia and amputation
• Jury trial of professional negligence action against phlebotomist alleged to have severely and permanently injured plaintiff while performing venipuncture
• Represented a municipality in a wrongful death and negligence lawsuit arising out of a police officer's alleged failure to investigate

NLRB Proceedings

• Helped control mass picketing and violence through court litigation in state and federal courts
• Helped federal prosecutors by investigating picket line violence, including murder
• Defended employers in unfair labor practice charge litigation before the NLRB
• Sought injunctive relief for international manufacturing company to abate union strike activity
• Handled union elections in wood products, aluminum products, chemical, retail, health care, natural gas, coal and hospitality industries
• Handled several unfair labor practice charges before the National Labor Relations Board
• Counseled employers on a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, WARN and NLRA
• Obtained state and federal court injunctions for illegal strike activity in the chemical, tire manufacturing, coal, natural gas, trucking, wood products and aluminum products industries
• Assisted employers with various issues under the National Labor Relations Act, including union organization and unfair labor practice charges
• Sought dismissal for an employer in unfair labor practice charges filed with the NLRB alleging that decision not to hire was based on anti-union bias

Occupational safety and health issues

• Represented employers in MSHA and OSHA investigations involving workplace injuries
• Defended local municipality in occupational fatality claim
• Defended against numerous OSHA citations in a variety of industries, including alleging violations of blood borne pathogen standards before the Occupational Safety and Health Review Commission.
• Sought summary judgment for timbering client in unsafe workplace case where plaintiff alleged wrongful death
• Represented companies in deliberate intent and other work place safety litigation
• Defended numerous industries and businesses in claims of occupational pneumoconiosis
• Defended numerous industries and businesses in claims of occupational hearing loss
• Defended numerous employers in claims of permanent total disability
• Defended national manufacturers in aviation and other industries in claims of disease and cancer allegedly related to exposure to chemicals including arsenic, trichloroethylene, trichloroethane, and benzene
• Defended major energy company in a claim related to exposure to manganese in welding rods and the alleged development of Parkinsons-like symptoms
• Defended a major newspaper company, a coal company, a casket manufacturer, and an oil and gas drilling company in claims involving acute myocardial infarction or sudden cardiac death
• Defended manufacturer in claim of injury allegedly due to inhalation of PVC (polyvinyl chloride) fumes
• Defended manufacturers in claims involving asbestos-related illness and mesothelioma
• Defended claim of suicide allegedly caused by the psychological effects of an occupational injury
• Defended occupational stress-related claims including cardiac arrhythmia, colitis and other physical and mental conditions
• Defended employer in a Maryland OSHA case involving a bridge collapse

Oil & Gas

• Organized and coordinated land, well, and other pertinent records to prepare a data room for sale of oil and gas operations. Conducted data room visits, prepared and negotiated transactional documents, and closed transaction.
• Lead teams responsible for numerous asset and stock transactions, lease transactions, and land and legal due diligence for acquisitions involving over 120,000 acres of Marcellus shale properties throughout Appalachian region
• Leads team drafting a multi-million dollar supply agreement for the production and sale of biomass to an electric generating plant. The project involves traditional contract issues, clean air and greenhouse gas regulations, potential tax credits and subsidies for renewable energy sources, corporate tax, and intellectual property.
• Closed multiple transactions for acquisition of over 200 oil and gas wells in West Virginia and Pennsylvania, coordinated and performed due diligence for same
• Advised client, and successfully enforced client’s right of way to use surface estate for ingress/egress for drilling operations
• Performed due diligence and prepared transactional documents for several multi-million dollar acquisitions of oil and gas assets, involving review of title, environmental issues, property rights, liability and litigation matters, negotiation of contract terms and drafting of necessary documents
• Represented Fortune 500 energy client in negotiating significant asset acquisitions in Marcellus shale in the northern Appalachian Basin
• Performed management and document review associated with major title and asset development projects of energy clients
• Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment
• Represented interstate natural gas pipelines in general and limited rate-case proceedings
• Represented interstate natural gas pipelines in rulemaking, tariff, service, expansion, abandonment, and construction certificate matters
• Performed title examinations and prepared title reports on coal, oil, and gas and other minerals
• Prosecuted dozens of preliminary and permanent injunctions to halt interference with gas transmission pipelines and well access disputes
• Represented a large energy company in connection with the transfer of its oil, natural gas and coal bed methane assets and reserves located in several states to a subsidiary entity, and assisted the subsidiary in raising invested capital
• Counseled lenders to coal mining and natural gas production enterprises, enabling the lenders to better understand the risks involved in financing mining operations, as well as the remedies available to mitigate those risks
• As lead counsel, defended claims in excess of $250 million regarding allegations of contract breach, fraud and tortious interference in a natural gas measurement dispute
• Sought preliminary and permanent injunctions to prevent interference with energy company rights of way and major transmissions lines
• Negotiated state regulatory approval of the “spin out” of a large natural gas distribution division of an interstate pipe line company into a separate corporation
• Defended a gas company in workers' compensation claim alleging manganese toxicity causing Parkinsonism
• Lead trial counsel to interstate pipeline company in complex contractual disputes with system co-owner; agency awarded injunctive relief and ordered refunds
• Served as primary outside labor and employment counsel to a major natural gas utility
• Defended various damage, injunction and condemnation actions related to natural gas pipeline right-of-way acquisition and use
• Litigated “missing and unknown owners” case to allow client to lease and produce oil and gas
• Represented a publicly traded entity in the sale of volumetric production payments from future production of gas wells owned by it
• Have and continue to represent regional and national entities in both the purchase and sale of mineral properties including producing coal properties and oil and gas leaseholds and producing wells
• Researched titles of coal, oil and gas clients to determine ownership interests
• Represented mid-sized oil and gas operator in administering its drilling programs, including performing title examinations, rendering title opinions, and curing title defects
• Represented natural gas transmission and storage company in numerous matters pertaining to property protection, gas storage and commercial issues
• Acquisition by Subsidiary of International Energy Company of Stock of Regional Oil and Gas Company. $12,500,000 transaction including negotiation of terms of transaction, development of term sheet, stock purchase agreement, escrow agreement, due diligence request, coordination of title review, various consents and certificates.
• Defended gas pipeline company in case alleging public service commission jurisdiction over pipeline
• Managed large abstracting teams in multiple states to assist a major energy client in meeting an extensive drilling plan
• Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
• Assisted client with multi-million dollar oil and gas transaction, including performing due diligence and reviewing curative work
• Organized and managed title research for oil and gas projects
• Sought summary judgment for oil and gas service provider on claims of negligent operations
• Performed Appalachian Basin title abstracting of oil, gas and mineral interests to assist clients in building an inventory of leased acreage for the purpose of oil and gas exploration
• Performed title examinations and prepared oil and gas title opinions to assist a wide variety of clients in Marcellus shale development
• Represented energy company in acquisition of several thousand acres of oil and gas leasehold interests
• Represented oil and gas exploration and production companies in all aspects of their Pennsylvania operations including lease and other document design, negotiations, permitting, administrative proceedings, joint operating agreements, farmouts, acquisitions, dispositions, due diligence reviews, title examination and reporting, financing and litigation in state and federal courts
• Represented oil and gas lessees in litigation by landowner-lessors to invalidate oil and gas leases
• Advised oil and gas operators on applicable oil and gas law relevant to operations, litigation, and acquisitions involving mineral interests
• Developed Pennsylvania title standards applicable to oil and gas title review
• Managed operations and provided legal analysis related to oil and gas title and property holding in West Virginia and central Pennsylvania for the land resources department of a Fortune 500 energy company
• Directed, supervised and assisted in title review, title analysis, business risk analysis, legal analysis, contracts, rights of way, deeds estate matters, and pooling, for the conventional, coal bed methane and horizontal drilling operations in the Appalachian Basin of a Fortune 500 energy company’s the oil and natural gas branch
• Drafted and reviewed legal documents related to overall operation of energy company's oil and gas holdings
• Negotiated agreements for subleasing Marcellus shale production rights totaling 60,000 acres and non-Marcellus formation rights, totaling an additional 60,000 acres
• Managed transfers to partnerships of leases, wells and pipelines to facilitate operation of newly developed 35,000-acre natural gas storage field as well as a 185-mile gas pipeline
• Developed and executed strategies to complete sale of gas operating facilities, gas storage fields, office buildings and fee property for major energy company
• Assisted regional oil and gas client in conducting its due diligence and acquisition of the various leasehold estates covering the Marcellus Shale being held by production ("HBP") by another oil and gas operator
• Performed and supervised others in conducting mineral title examinations; drafted title reports regarding ownership of the coal, oil and gas interests, including division order title opinions
• Assisted oil and gas client in procuring oil and gas leases from various individuals, entities and organizations
• Performed title work and headed permit and environmental due diligence review teams for coal acquisition involving over 100,000 acres of reserves, and prepared related reports as well as deeds, leases, assignments and bills of sale used to close the transaction
• Defended gas well fracking damage claims
• Class action defense of gas line replacement and burial depth issues
• Litigated Marcellus shale well claims on surface use, ownership, drilling rights and pooling
• Provided legal analysis related to oil and gas title and property holdings in Pennsylvania for energy production companies
• Coordinated and performed due diligence for significant divestitures and acquisitions of oil and gas assets in the Northern Appalachian Basin
• Performed title defect curative work, including preparation of corrective instruments and missing heirs petition to permit energy client to acquire various mineral interests
• Sought preliminary and permanent injunctions on behalf of major energy company to prevent interference with rights of way and major gas transmissions lines
• Defended surface damage claims related to construction of oil and gas well
• Defended large oil and gas company in litigation over validity of oil and gas leases
• Represented oil and gas producer in eminent domain proceedings in state and federal court
• Provided advice and assistance in three workforce reductions in the natural gas industry
• Provide day-to-day advice on employment issues to natural gas drilling and transmission companies on all sorts of issues, ranging from drug testing to disability determinations and accommodations to issuing discipline
• Handled over 10 arbitrations in the natural gas industry
• Investigated numerous instances of workforce misconduct by employees in hte coal and oil and gas industries
• Sought to set aside three arbitration awards in the natural gas industry
• Defended retaliatory discharge and discrimination claims in health care, chemical, auto sales, aluminum products, retail, wood products, legal, high tech, education, banking, natural gas, coal, pharmaceutical and other industries
• Represented oil and gas lessee in wrongful death - premises liability actions
• Represented client in motion for summary judgment in deed construction action brought by parties claiming an adverse interest under separate chain of title
• Assisted clients in asserting rights to use the surface under oil and gas leases without litigation
• Drafted numerous research and guidance memoranda for oil & gas clients regarding complex issues of lease construction, implied and express royalty covenants, post-production expenses, joint venture and joint operating agreements, and area of mutual interest provisions
• Assisted in drafting scholarly journal article regarding lease royalty provisions
• Drafted presentation materials addressing mineral trespass and forfeiture issues

Personal injury litigation

• Numerous jury trials for public and private clients in serious personal injury, product liability, and professional negligence cases
• Jury trial representing client in disputed liability personal injury action
• Defended multi-national manufacturer in deliberate intent claim arising from traumatic limb amputation
• Represented heavy machine manufacturer in two separate claims of catastrophic injuries
• Defended trucking companies from claims of severe, disabling injuries and death
• Defended county school board in jury trial where school board was accused of negligent supervision of students resulting in fight and injuries to students on school property
• Jury trial on behalf of board of education where severely-injured student sought damages for injuries sustained while skipping class
• Tried over a dozen personal injury jury cases in West Virginia and Kentucky during 15 years of practice
• Defended multiple fatality/personal injury claims that arose from a mine shaft explosion
• Jury trial of professional negligence action against phlebotomist alleged to have severely and permanently injured plaintiff while performing venipuncture
• Defended the world’s leading vegetation maintenance company in case involving multiple defendants and personal injuries exceeding $450,000
• Handled many workplace injury claims
• Represented a national trucking company at trial in a case where its driver tipped his tractor trailer onto a car crushing it and trapping one of the occupants in the vehicle. Punitive damages were claimed based on spoliation of evidence and alleged improper industry practices.
• Defended at trial a client in litigation involving a car crash and a complex series of events and issues of causation leading to fire damage to an apartment building
• Represented large energy companies in significant personal injury, administrative and commercial litigation matters
• Tried a motor vehicle accident case wherein the plaintiff alleged $30,000.00 in medical expenses and fibromyalgia
• Defended a bodily injury claim wherein claimant allegedly bit into a rodent’s foot while eating
• Tried a trip-and-fall case wherein the plaintiff alleged a fractured ankle and approximately $25,000.00 in medical expenses and lost income from tripping on the steps of the residence
• Defended an employer “deliberate intent” case wherein the plaintiff alleged he received burn injuries from a gas explosion
• Represented a national nursing home chain at trial in a wrongful death action involving death of resident from urosepsis. Punitive damages sought for alleged understaffing, false documentation and other issues.
• Served as trial counsel through verdict in several dozen medical malpractice, personal injury and wrongful death matters
• Defended timbering, manufacturing, and energy clients in deliberate intent cases involving serious injury or death
• Defended personal injury, wrongful death, products liability and property damage claims
• Represented the sponsor of a marathon in a case brought by a runner who was hit by a car during the race
• Represented clients in deliberate intent, premises liability and other personal injury actions
• Jury trial in a personal injury case
• Defended trucking companies in claims involving personal injuries
• Litigated multi-million dollar auto accident case on behalf of municipal corporation and its employee
• Defended industry, private citizen and governmental entities in cases involving coal truck, eighteen-wheeler and automobile collisions related to issues of vehicle design, mechanical malfunction, driver error, roadway conditions, death serious injury

Premises liability

• Defended coal mine operators in deliberate intent and premises liability lawsuits
• Represented clients in premises liability claims
• Sought dismissal of premises liability action for national retailer and a local board of education
• Defended at trial a client in litigation involving a car crash and a complex series of events and issues of causation leading to fire damage to an apartment building
• Defended personal injury, wrongful death, products liability and property damage claims
• Represented clients in deliberate intent, premises liability and other personal injury actions
• Represented governmental entities in premises liability and wrongful death actions
• Defended hotels and other businesses in premises liability actions alleging failure to maintain premises and insufficient security measures
• Litigated numerous premises liability cases for municipal corporation
• Represented well owners and operators in defense of premises liability claims resulting in severe personal injuries or death occurring on well sites

Private equity and venture capital

• Currently serves as general counsel for a newspaper publisher, having handled roughly 20 newspaper acquisitions
• $13 million private placement for private company for the development of light weight freight containers
• Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment
• $4 million private placement for high technology biometrics company
• Worked with clients to sell restricted securities pursuant to Rule 144a, company incentive plans, and various securities compliance and equity maintenance matters
• Led a successful initiative to establish an angel investor network in West Virginia for start-up and early stage companies that need capital
• Represented hotel developer in multiple refinancing with each in excess of $7million
• Represented clients in mergers and acquisitions involving publicly and privately held companies, including stock and asset acquisitions and dispositions, redemptions and leveraged buy-outs in manufacturing, real estate, engineering, technology and professional services industries
• Represented companies in structuring debt and equity offerings, including Regulation A and Regulation D offerings

Private financing

• Currently serves as general counsel for a newspaper publisher, having handled roughly 20 newspaper acquisitions
• Represented commercial lending institutions in connection with all aspects of asset-based lending transactions, including structuring complex transactions, preparing loan commitment letters, handling construction financing agreements, preparing multiple lender participation agreements and coordinating multiple state transactions
• Managed all aspects of commercial real estate development for clients, including structuring public and private financing, resolving land-use issues, preparing real estate and financing documentation and negotiating development and construction agreements
• Served as bond counsel for a tax increment financing private placement bond issue to finance public infrastructure costs associated with an 800 unit high-end residential and commercial community
• $13 million private placement for private company for the development of light weight freight containers
• Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment
• $4 million private placement for high technology biometrics company
• Worked with clients to sell restricted securities pursuant to Rule 144a, company incentive plans, and various securities compliance and equity maintenance matters
• Represented hotel developer in multiple refinancing with each in excess of $7million
• Represented lenders regularly in multi-million dollar financing transactions including preparation of all loan documents and advising lender as to real estate title issues.
• Trial counsel to national nursing home chain in contested proceeding to obtain administrative approval of sale of private equity; favorable decision helped allow transaction to close
• Private Placement for Advanced Polymer Research Company. $385,000 private placement memorandum, negotiation of terms of investment with prospective investors, drafted agreements and performed compliance activities for all related federal and state securities requirements.
• Represented an international manufacturing conglomerate in the location of a more than $175 million manufacturing facility, including negotiation, structuring and closing of financial incentives and structuring and documenting PILOT transaction
• Represented a municipal utility in the sale of a combined public waterworks and sewerage system to a private utility; work included sale term negotiation, documentation, public hearings, election process and closing
• Assisted lenders in negotiation, and documentation of conventional and derivative financing totaling in excess of $630 million
• Served as bond counsel for a private placement 501(c)3 financing to finance a portion of the cost of constructing a wellness and rehabilitation center to be leased and operated by a regional hospital entity. Services included transaction structuring, representation of governmental bond issuer, preparation of financing documents and bond closing representation.
• Served as bond counsel to a regional hospital facility in West Virginia for a private placement, tax exempt 501(c)3 bond financing of capital improvements to the hospital facility, the acquisition of equipment and refinancing outstanding debt. Services included transaction structuring, the preparation of all financing documentation, and bond closing representation.
• Served as placement agent counsel on issuance of tax increment financing bonds. Services included preparation of private placement memorandum and related documents.
• Provided legal guidance on structures, terms and conditions for equipment financing transactions including matters related to compliance with banking regulations, tax benefits and requirements, residual protection, early termination provisions and lease-end return and sale options
• Documented and negotiated middle-market and large ticket equipment lease and loan transactions for commercial, government and non-for-profit customers. Transactions ranged from $200,000 to $90,000,000. Substantial experience in financings for business aircraft and brown water vessels, tax-exempt equipment financings for state and local governments and equipment financings for not-for-profit organizations by conduit structures.
• Drafted and updated equipment leasing and financing contracts used by national leasing companies. Contracts included lease agreements, secured loan agreements, aircraft loan and security agreements, aircraft leases, collateral security agreements, ship mortgages, business banking (or small-ticket) loans and leases, state and local government lease-purchase agreements, tax-exempt conduit financing agreements, and contracts for both the purchase and sale of equipment financing transactions.
• Designed and conducted training programs to educate contract specialists and sales officers of equipment finance companies. Training programs included issues related to legal entity organization and authorization, UCC secured transactions, terms and conditions of standard lease contracts, and municipal leasing.
• Provided legal advice and counsel in connection with several lease and loan portfolio sales, including a $500 million sale of a line-of-business equipment finance portfolio
• Represented clients in reformulating the arbitrage and rebate regulations and regulations dealing with the reissuance of debt obligations

Products liability

• Defended international gas nozzle manufacturer from claims of defective product design and use in static electricity cases involving complex issues of fire origin and cause
• Defended national manufacturers, distributors and retailers of consumer products involved in construction and mining accidents, industrial accidents, structure failures, and residential fires
• Defended automobile and all terrain vehicle manufacturers, distributors and retailers in a variety of product liability cases
• Defended mass products liability case for equipment manufacturer
• National, regional and local counsel for clients named in asbestos litigation
• Regional and local counsel for clients named in benzene litigation
• Defended one of the nation’s largest heavy equipment manufacturers in a large excavator fire claim involving complex issues of fire origin and cause and electrical engineering
• Defended a Fortune 500 company against hundreds of product liability cases filed by construction workers who alleged that noise emitted by heavy equipment caused hearing loss.
• Terminated national developer/constructor due to delay and defects in a hotel project and sought recovery of $3.5 million through complex arbitration
• Defended a variety of companies in asbestos, benzene and silica litigation with theories ranging from products liability and negligence to premises liability
• Represented respiratory protection manufacturer in silica exposure claims
• Served as trial counsel for defense in welding fume litigation alleging a variety of complaints including neurological illnesses such as ALS, arc welder’s pneumoconiosis and Parkinsonism
• Defended employers, facility owners, product manufacturers and product distributors in traditional and toxic tort-related civil actions alleging deliberate intent, premises liability and product liability theories. Cases were filed on an individual and mass tort basis against defendants related to the mining, welding, petroleum, protective equipment, fire suppression systems and food service industries.
• Defended the manufacturer of underground coal equipment against allegations of wrongful death resulting from defective design
• Defended the world’s leading vegetation maintenance company in case involving multiple defendants and personal injuries exceeding $450,000
• Negotiated settlements in multi-million dollar cases involving wrongful death, product defect, professional malpractice, and construction defect claims
• Represented manufacturers and distributors in various product liability actions and class actions
• Defended personal injury, wrongful death, products liability and property damage claims
• Defended manufacturers, distributors and contractors in asbestos litigation involving products liability claims
• Defended national manufacturer of underground coal equipment against allegations of wrongful death resulting from defective design
• Assisted in the defense of a manufacturer of underground mining machinery against third-party claims in Kentucky
• Defended glass manufacturer in products liability case involving claims that glass used in construction was unsafe, hazardous, unreasonably dangerous and defective
• Defended architect and owner’s geotechnical consultant against claim of improper design and specifications in landslide case
• Represented a world-wide manufacturer of heavy equipment in mass litigation involving claims of negligent design, failure to warn and/or inadequate warnings

Professional liability

• Numerous jury trials for public and private clients in serious personal injury, product liability, and professional negligence cases
• Defended operator of long term care facilities in claims of medically-resistant staph infections
• Defended medical malpractice claims for medical providers
• Defended tort claims filed against an assistant prosecutor
• Represented a surgeon in three successive trials and interim appeals of a wrongful death medical malpractice case over 8 years
• Defended a CPA's service as trustee for an "operating" trust with over $13 million of businesses and assets in the timber, logging and lumber industries, including trial
• Negotiated and closed a settlement on behalf of a major medical referral facility's physician group in an action alleging deficiencies in their infection control program
• Jury trial for physician accused of medical malpractice resulting in death of patient
• Defended county school board in jury trial where school board was accused of negligent supervision of students resulting in fight and injuries to students on school property
• Represented physician accused of medical malpractice resulting in spinal cord injury to patient
• Settlements on behalf of various long term care facilities in West Virginia accused of abuse and neglect of elderly residents
• Represented a doctor at trial against claims brought by five patients alleging sexual impropriety and inappropriate treatment.
• Represented a national nursing home chain at trial in a wrongful death action involving a 38-year old individual suffering from multiple sclerosis. Punitive damages were sought based on alleged understaffing and other issues.
• Defended orthopedic surgeon in jury trial alleging orthopedic malpractice
• Negotiated settlement during trial for a physician who delivered a healthy infant which died several hours after birth
• Defended multiple long term care facilities in claims involving medical negligence (including wound development, infection, falls, understaffing and malnutrition) and punitive conduct
• Defended multiple hospital clients in complex medical negligence claims involving death, birth injuries, quadriplegia and amputation
• Represented clients in various appellate matters including actions (1) challenging constitutionality of non-judicial foreclosure (2) challenging constitutionality of statutory limits on non-economic damages (3) seeking to establish cause of action for workplace stress (4) seeking to establish per se violations of insurance bad faith statute (5) seeking removal of co-trustee of testamentary trust (6) seeking to establish police liability for naming of suspects in criminal investigation (7) seeking tax refunds (8) challenging bidding process for construction of office building for university board of trustees (9) seeking access to confidential hospital peer review records (10) challenging NCAA eligibility ruling (11) challenging completed operations hazard exclusion in commercial general liability policy
• Defended numerous physicians and other care providers in professional liability cases filed in Pennsylvania and West Virginia
• Pursued dismissal of a client in an alleged vicarious liability case
• Jury trial of professional negligence action against phlebotomist alleged to have severely and permanently injured plaintiff while performing venipuncture
• Defended medical malpractice action concerning wrongful death of 23 year old mentally handicapped individual who died during restraint
• Represented physicians and other medical professionals before applicable boards, and assisted the medical provider in explaining the situation to the board and represented provider before the board and, when necessary, negotiated consent decrees
• Numerous jury trials defending medical professionals, hospitals and other providing institutions against allegations of serious injuries ranging from birth-related injuries to wrongful death
• Defended at trial hospital nurses in complex medical malpractice litigation involving alleged failure to recognize signs of congenital heart disease in newborn
• Defended at trial a nurse practitioner in litigation involving alleged failure to appropriately advise a referring physician when arranging for the transport of a newborn
• Tried significant damages cases involving alleged birth injuries/cerebral palsy and quadriplegia
• Litigated and managed numerous complex legal malpractice actions
• Tried several cases involving alleged professional negligence of physician groups, hospitals and a physical therapist
• Trial for defense in medical malpractice case
• Negotiated settlements in multi-million dollar cases involving wrongful death, product defect, professional malpractice, and construction defect claims
• Served as trial counsel through verdict in several dozen medical malpractice, personal injury and wrongful death matters
• Acted as local counsel to a major pharmaceutical manufacturer in claims of legal malpractice by mishandling of the defense of a case in state and federal antitrust claims
• Represented shareholders, officers and directors in breach of fiduciary duty, usurpation of corporate opportunity and fraud claims
• Defended real estate companies, brokers and agents in professional liability matters
• Assisted defense of hospitals in physician termination and patient dispute cases
• Defended police officer in jury trial involving claims of excessive force and false arrest
• Represented physicians in professional liability actions
• Sought summary judgment for attorney in legal malpractice and slander of title claim
• Represented a maxillofacial surgeon against claims that the surgeon improperly performed surgery on the temporomandibular joint
• Developed first West Virginia physician self-insurance plan in compliance with West Virginia MPLA; adopted and approved by two major hospital systems to maintain physician practicing privileges; drafted statutorily compliant trust agreement and insurance plan; secure services of, and liaison with, local banking institution for trust administration
• Defended practicing physicians and medical institutions in litigation involving allegations of medical malpractice, including psychiatric, obstetrical, internal medicine and surgical areas of medical practice, both at trial and through dispositive motions practice
• Defended physicians, mid-wives, nurses and institutions involving allegations of medical malpractice in the following medical specialties: midwifery, OB-GYN, family practice, anesthesia, orthopedic surgery, pediatrics, cardio-thoracic surgery, ER and general hospital care, nursing home care, and correctional institution care

Public finance

• Managed all aspects of commercial real estate development for clients, including structuring public and private financing, resolving land-use issues, preparing real estate and financing documentation and negotiating development and construction agreements
• Served as bond counsel for a tax increment financing private placement bond issue to finance public infrastructure costs associated with an 800 unit high-end residential and commercial community
• Served as bond counsel for the approximately 90% of the “Stimulus” Projects in the State of West Virginia
• Represented agent bank in restructuring and collateralizing of a previously unsecured syndicated line of credit exceeding $1,000,000,000 for a nationally recognized homebuilder and Fortune 500 Company with over 600 subsidiaries and property across the United States, and all related due diligence matters
• Represented major bank in $700 million loan to a publicly traded partnership that manages coal and other natural resource properties nationally
• Represented electrical contractor in suit against large supplier for delivery of sub-standard goods
• Served as bond counsel for the first combined tax increment revenue and community enhancement district public bond issue completed in the State of West Virginia for a 1,700 acre mixed use master planned community. Representation included devising structure, assisting with assessment methodology, representation of governmental bond issuer, preparation of financing documents and bond closing.
• Served as bond counsel for a major regional hospital in the issuance of bonds to finance a major addition, refinance prior bonds and fund pension liabilities
• Served as underwriter’s counsel for the restructuring of approximately $330 million of existing and new debt for a major regional hospital chain
• Served as underwriter’s counsel on the issuance of approximately $150 million of bonds for a major hospital expansion
• Represented a major resort developer in structuring an Arizona community facilities district to finance infrastructure and other costs associated with a major new resort in Mesa, Arizona
• Represented numerous individuals and businesses in land acquisition, financing, development planning, and state and federal statutory and regulatory compliance matters
• Served as bond counsel for a major student housing project for a university. Services included transactions structuring, preparation of financing documents, and bond closing representation.
• Served as underwriter’s counsel on the issuance of several refinancings. Services included preparation of offering documents, purchase agreement and related documents.
• Represented investment bankers in the purchase of bonds secured by sales tax revenues

Public utility law

• Represented a start-up public utility in the acquisition of a 2,000 customer private utility serving a resort community
• Represented a fiber optic cable not-for-profit utility to provide ultra-high speed broadband access to over 50,000 customers
• Represented public utilities on rulemaking, RTO, interconnection, and rate matters
• Extensive FERC technical conference experience on pipeline rate, tariff and service matters
• Terminated national developer/constructor due to delay and defects in a hotel project and sought recovery of $3.5 million through complex arbitration
• Worked with state agencies to modify public service district's upgrade plans and maintain compliance with a WV DEP grant order
• Represented a municipal utility in the sale of a combined public waterworks and sewerage system to a private utility; work included sale term negotiation, documentation, public hearings, election process and closing
• Represented a coalition of municipal utilities and public service districts regarding the restoration and protection of the Chesapeake Bay watershed
• Represented municipalities in the acquisition of public and private waterworks and sewerage systems
• Represented public and private sector utilities in ratemaking and other regulatory cases before the West Virginia Public Service Commission
• Represented a major utility company in a variety of matters before the Public Service Commission of West Virginia, including the prosecution of base rate cases, cost of gas purchased cases, and formal customer complaint cases
• Represented a natural gas gathering company before the Public Service Commission of West Virginia in a dispute involving an assertion by a natural gas producer that the company’s gathering system was subject to regulation as an intrastate pipeline

Real estate

• Organized and coordinated land, well, and other pertinent records to prepare a data room for sale of oil and gas operations. Conducted data room visits, prepared and negotiated transactional documents, and closed transaction.
• Lead teams responsible for numerous asset and stock transactions, lease transactions, and land and legal due diligence for acquisitions involving over 120,000 acres of Marcellus shale properties throughout Appalachian region
• Represented a country club and its shareholders in connection with sale of golf course
• Represented couple in acquisition of stock of funeral home
• Represented coal companies in dozens of acquisitions of land for mining operations
• Managed all aspects of commercial real estate development for clients, including structuring public and private financing, resolving land-use issues, preparing real estate and financing documentation and negotiating development and construction agreements
• Represented lenders in connection with troubled loan workout arrangements and handled all aspects of non-judicial real estate foreclosures and Article 9 personal property sales
• Represented land owners and developers in all types of land-use matters before local planning and zoning commissions and boards of zoning appeals and in circuit court
• Serves as issuing agent for title insurance on a wide variety of commercial, industrial, mineral and residential real estate transactions
• Assisted Fortune 500 company in connection with the drilling of several hundred wells for the exploration and development of oil and gas in the U.S. Appalachian Basin
• Assisted gas production company in the sale of oil and gas properties
• Assisted oil and gas company and its domestic and international partners in all phases of the acquisition of mineral properties (in excess of 10,000 acres) for the development of a new underground coal mining operation
• Assisted title insurance company and its clients in the closing of numerous commercial transactions involving properties situate in West Virginia having an aggregate value in excess of $30,000,000.00
• Responsible for real estate issues in the development and financing of a wind-powered electric generating facility in Grant County, West Virginia. The “wind farm” required leases and easements from more than 40 landowners and financing in excess of $300,000,000.00
• Responsible for the documentation and negotiations for many commercial loans from national banks to borrowers, including a technical consortium, coal companies, oil and gas companies, and timbering operations
• Represented a start-up public utility in the acquisition of a 2,000 customer private utility serving a resort community
• Advised client, and successfully enforced client’s right of way to use surface estate for ingress/egress for drilling operations
• Assisted one of the 10 largest commercial banking companies in the United States with respect to regional leasing and other real estate issues
• Drafted commercial documents and instruments relating to corporate, banking, and real estate matters for a national media corporation
• Assisted clients with matters relating to leasing, development, zoning and land-use issues
• Jury trial for landowner against claims of unjust enrichment and trespass
• Negotiated the disposition of thousands of acres of coal and surface properties owned by a national conservation organization in Ohio and Illinois, and assisted the client organization in converting donated assets into funds for its conservation projects
• Served as counsel to developer of a major shopping center which included all land use issues; appearances before the planning commission; handled all financing transactions as well as the sale of several outparcels; prepared leases for stores that developer retained and is leasing to other entities
• Represented developer of a 1200 home residential subdivision to include acquisition of the property, advising the client regarding land use issues and appearance before the planning commission
• Served as counsel to developer regarding increased tax assessment appeal
• Represented lenders regularly in multi-million dollar financing transactions including preparation of all loan documents and advising lender as to real estate title issues.
• Represented a real estate broker in a suit for alleged failure to disclose conditions and defects in a residential property
• Represented developer with the negotiation and preparation of commercial leases for office buildings and shopping centers
• Represented a country club and acted as closing agent for sale of over forty lots
• Conducted title examinations and acted as closing agent
• Represented clients in leasing of commercial office space and equipment
• Negotiated with real estate owners to clear title to resolve title insurance litigation issues
• Acquisition of Convenience Stores and Franchise Restaurants by Regional Convenience Store Chain. $13,500,000 sale of six convenience stores, three franchise restaurants, and other related assets including negotiation and development of asset purchase agreement, multiple lease assignments, various deeds of trusts, escrow agreement, attornment agreement, and various consents and certificates.
• Represented a national developer in the creation of the first stand-alone Community Enhancement District (assessment district) in West Virginia for a 1,200 unit high-end, second home development. Work included financial structuring, legislative modifications and local government representation. Entire investment in excess of $1.0 billion.
• Defended numerous realtors against claims involving property sales
• Represented real estate developers in analysis of zoning ordinance and subdivision regulations
• Preparation and presentation of projects for site plan approval, building permit approvals, obtaining variances, conditional use approvals, and zoning amendments as appropriate for the project
• Represented real estate developer with planning and zoning ordinances for shopping centers
• Represented purchaser in the purchase and development of a summer camp for underprivileged children from Baltimore
• Represented developers seeking to subject property to conservation easements
• Represented developers of multiple residential subdivisions in Berkeley, Jefferson and Morgan counties
• Represented major ski resort in the purchase of the assets of a state park ski area and negotiation of lease agreement with state to allow park to reopen ski area in Pennsylvania
• Conducted due diligence to ensure proper collateralization and documentation of loans by assisting in evaluation of real and personal property liens, appraisals, surveys, environmental surveys, taxes, mineral rights, corporate structure, leases and other related items
• Represented regional developer in development of a multi-phase apartment complex, including drafting various documents for the reciprocal use of roads and amenities, and the preparation, review and negotiation of loan documents for multi-million dollar construction loan
• Represented client in the development of a mixed-use subdivision including commercial, residential, and church properties. Representation included establishing criteria for development standards; and drafting, reviewing, and negotiating various documents including a complex master association agreement.
• Represented large fast-food chain in obtaining title insurance for the acquisition and construction of a new restaurant site within a new commercial development
• Experience in preparing leases, deeds, easements, and other related agreements
• Represented clients in numerous real estate transactions
• Provided legal services in connection with the sale and lease of property for the development of medical office buildings as part of a new hospital campus, and assisted in the sale of property, with restrictions, to a local municipality for the development of a police and fire substation on the campus
• Assisted in the sale of assets of a substantial independent and assisted living facility and related nursing home, and that necessitated the defeasance of publicly held tax-exempt indebtedness
• Assisted in the closure of a small hospital facility and with the plans and financing for the adaptive health care reuse of the facility; provided legal services in connection with the possible restructuring of the corporate relationships of the parent organization and affiliates that included this same facility
• Acted as title insurance agent and escrow/closing agent for several lenders and major title insurance companies in commercial and residential real estate acquisitions, construction financing and refinancing transactions
• Conducted numerous surface and mineral title examinations
• Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
• Assisted clients with residential and commercial real estate closings
• Managed several large scale title projects for a Fortune 500 company
• Experienced in preparing and reviewing leases, deeds, easements, and related documents
• Advised clients on legal issues affecting land acquisitions
• Represented medical professional in the sale of large, well-established practice and related equipment, as well as negotiated a long term lease of the practice office to purchaser
• Organized and managed title research for oil and gas projects
• Performed residential real estate title services and closings
• Conducted large-scale due diligence mineral title examinations
• Managed large abstracting teams in multiple states to assist a major energy client in meeting extensive drilling plans
• Experienced in examining title and drafting title opinions to assist a wide variety of clients in acquiring desired property rights
• Negotiated with real estate owners to assist clients in acquiring desired property rights
• Represented manufacturer in sale of facilities
• Oversaw oil and gas title projects in Ohio and West Virginia
• Litigated claims involving payment systems and commercial paper with a focus on issues under Article 3 (Negotiable Instruments), Article 4 (Bank Deposits and Collections), and Article 4A (Funds Transfers) of the Uniform Commercial Code, as well as federal Regulation CC (Availability of Funds and Collection of Checks)
• Represented buyers and sellers of commercial, industrial, agricultural, and residential real estate, lenders, architects, real estate developers, civic associations, and construction and agricultural businesses in real estate matters, including preparation, reviewing, and negotiating terms of deeds, easements, restrictive covenants, encroachments, adverse possession, loan documentation, and workouts
• Performed broad range of general corporate legal services, including environmental compliance, litigation, drafting and negotiating contracts, vendor and procurement issues, construction, and real estate
• Served as settlement agent for numerous commercial and residential real estate transactions; drafted and reviewed various documents incidental thereto (e.g, settlement statements, escrow agreements, deeds, option agreements, easement and right of way agreements, etc.)
• Performed curative work on defective real estate titles for lenders, owners, and title insurers
• Reviewed and wrote title opinions on residential and commercial transactions
• Built and serviced network of agents for title company
• Represented multi-state shopping center developer in the acquisition and development of three sites, including performing title work, obtaining subdivision approvals, zoning approvals, and annexation, as well as negotiation and drafting of construction loan documents, permanent loan documents, utility and access easements, protective covenants and restrictions, dedications, and ground leases for developed property
• Represented multi-state, Fortune 500 company in office lease transactions, including negotiation and drafting of brokerage agreements, letters of intent, leases, subleases, landlord consents, estoppel letters, subordination agreements, non-disturbance agreements, and attornment agreements
• Represented a builder from the inception of a 7-building professional park to acquire the land, meet the requirements of the zoning ordinance administered by the local government planning commission, and draft the master lease for commercial and professional tenants
• Defended West Virginia ski resort in suit to quiet title and secured attorneys fees
• Represented lenders relative to predatory lending claims asserted by borrowers
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Represented clients in commercial and industrial real estate purchase/sale, financing and leasing transactions

Retaliation claims

• Defended employers in state court in various employment cases involving claims for discrimination, harassment and retaliatory discharge
• Sought summary judgment for national retail chain in race harassment/retaliation lawsuit

Ski industry litigation & defense

• Defended resorts in litigation brought by skiers, snowboarders and other patrons
• Sought summary judgment for a ski resort in three recent liability cases

Subrogation

• Assisted insurer in defense of $400,000.00 property damage subrogation claim

Tax increment financing

• Served as bond counsel for the first combined tax increment revenue and community enhancement district public bond issue completed in the State of West Virginia for a 1,700 acre mixed use master planned community. Representation included devising structure, assisting with assessment methodology, representation of governmental bond issuer, preparation of financing documents and bond closing.
• Closed in excess of $2,100,000,000 in tax exempt and taxable bond financing
• Served as placement agent counsel on issuance of tax increment financing bonds. Services included preparation of private placement memorandum and related documents.

Taxation

• Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment
• Counseled clients on federal tax and general business aspects of corporate acquisitions, mergers, etc.
• Served as counsel to developer regarding increased tax assessment appeal
• Tax court litigation involving IRS’s disallowance of deductions to individual defined benefit plans
• Managed substantial documentation in complex investigation by the FBI of a major tax-exempt client
• Business planning for a wide variety of tax-exempt and nonprofit organizations, including complex structures such as mergers and joint ventures between for-profit and nonprofit organizations
• Represented taxpayers including individuals and nonprofit organizations before the Internal Revenue Service and the West Virginia State Tax Department
• Represented client in a claim for funds seized by the Internal Revenue Service for the alleged violation of structuring bank deposits
• Argued major tax-shelter case before federal appellate court
• Closed in excess of $2,100,000,000 in tax exempt and taxable bond financing
• Represented a major resort developer in structuring an Arizona community facilities district to finance infrastructure and other costs associated with a major new resort in Mesa, Arizona
• Represented clients before the IRS to abate significant penalties created by the action/inaction of an accountant and assisted litigators with bringing legal suit against accountant
• Represented individuals and organizations in matters concerning state tax department. Services included negotiation with state tax department, draft of filings and representation at hearings.
• Represented individual and corporate fiduciaries in trust and estate administration matters, including fiduciary litigation
• Informed both individual and corporate clients of IRS reporting requirements for various foreign activities
• Strategized with clients in order to bring them into IRS compliance
• Assisted clients with equity compensation arrangements in order to provide optimal tax benefits
• Assisted clients with implementing corporate structures in order to take advantage of export incentive initiatives under the Internal Revenue Code
• Assisted corporate clients by providing specific and general tax planning advice
• Provided legal guidance on structures, terms and conditions for equipment financing transactions including matters related to compliance with banking regulations, tax benefits and requirements, residual protection, early termination provisions and lease-end return and sale options
• Provided legal advice for a like-kind exchange program (LKE) under Section 1031 of the federal tax code including review and negotiation of program contracts with the tax advisor, the qualified exchange intermediary and the bank services provider
• Represented not-for-profit clients in real property tax exemption appeals before the Ohio Board of Tax Appeals
• Represented a national youth development organization in the negotiation and implementation of a state incentive package, which included site preparation work, access roads and state tax considerations
• Extensive experience representing a variety of parties in transactions involving New Market Tax Credits
• Represented large corporations in both stock and asset sales and both tax-free and taxable mergers and acquisitions
• Assisted multi-tier corporate conglomeration in converting into S corporation with numerous subchapter S subsidies
• Served as counsel to client on tax penalty abatement case before the Internal Revenue Service
• Represented numerous clients on federal estate, gift, generation-skipping, transfer and income tax matters
• Represented large corporate executive in successfully negotiating Supplemental Executive Retirement Plan and split dollar insurance arrangement

Toxic and mass torts

• Assisted in management of title project for class action alleging, in part, damages to land and personal injury to land owners from air pollution
• Defended mass products liability case for equipment manufacturer
• National, regional and local counsel for clients named in asbestos litigation
• Regional and local counsel for clients named in benzene litigation
• Defended a variety of companies in asbestos, benzene and silica litigation with theories ranging from products liability and negligence to premises liability
• Represented respiratory protection manufacturer in silica exposure claims
• Served as trial counsel for defense in welding fume litigation alleging a variety of complaints including neurological illnesses such as ALS, arc welder’s pneumoconiosis and Parkinsonism
• Analyzed medical issues in toxic tort cases, which may show other causes for the claimed injuries or other non-related medical problems which would indicate decreased life expectancy and lower potential damages claims
• Defended companies in various toxic and mass torts (chemical exposures and massive floods allegedly caused by mining and timbering operations)
• Defended multi-national chemical manufacturer in claim of alleged arsenic exposure
• Defended manufacturers, distributors and contractors in asbestos litigation involving products liability claims
• Assisted in the defense of a general contractor against asbestos claims in Ohio
• Defended product manufacturers and installers in toxic tort-related civil actions
• Represent numerous types of defendants in asbestos litigation in West Virginia and other states
• Experience in asbestos litigation includes the defense of product manufacturers, premises owners, employers, contractors, and suppliers.
• Defended mass tort claims for mining related water and property damages
• Represented Fortune 500 equipment manufacturing corporations in asbestos litigation

Transportation law

• National coordinating counsel for Class 1 railroad for various types of occupational injury cases brought against it pursuant to the Federal Employers' Liability Act
• Represented major Class I railroad in a variety of alleged occupation injuries
• Directed docket of 90 brain damage cases in West Virginia for national railroad company
• Represented a Class 1 railroad in multi-state trials involving allegations of chemical-induced illnesses including brain damage and cancer
• Defended national railroad company in numerous cases involving allegations that railroad working conditions and procedures caused osteoarthritis in the knees of its employees

Trust & Estates

• Represented clients in various appellate matters including actions (1) challenging constitutionality of non-judicial foreclosure (2) challenging constitutionality of statutory limits on non-economic damages (3) seeking to establish cause of action for workplace stress (4) seeking to establish per se violations of insurance bad faith statute (5) seeking removal of co-trustee of testamentary trust (6) seeking to establish police liability for naming of suspects in criminal investigation (7) seeking tax refunds (8) challenging bidding process for construction of office building for university board of trustees (9) seeking access to confidential hospital peer review records (10) challenging NCAA eligibility ruling (11) challenging completed operations hazard exclusion in commercial general liability policy
• Defended executors and trustees against claims of breach of fiduciary duties
• Represented individuals and bank trust departments in trust administration and taxation matters
• Represented numerous individuals in estate planning and estate administration and taxation matters
• Upon receiving news of a terrible accident involving a client on a Friday afternoon, prepared estate planning documents and delivered them to the client at the emergency care unit an hour away on Saturday for execution prior to emergency surgery
• Assisted numerous clients in estate planning matters, including preparation of wills, trusts, deeds, powers of attorney and health care advance directives
• Represented numerous clients in estate and trust administrations and litigations
• Represented individual and corporate fiduciaries in trust and estate administration matters, including fiduciary litigation
• Represented long-term care and other creditors in estate and guardianship proceedings in probate courts throughout Ohio, including proceedings to surcharge a guardian’s bond, uncover concealed assets, sell real estate, and collect debts owed by decedents or wards
• Estate planning for individuals and families, including advising and preparation of wills, trusts, prenuptial agreements, financial and healthcare powers of attorney, living wills, gift annuities, charitable remainder annuity trusts and unitrusts, and special needs trusts
• Probate litigation representing individuals, banks, and trust companies involving will and trust construction, reformation of trusts, removal and appointment of successor trustees, and other probate issues
• Represented executors and trustees in hearings before fiduciary commissioners
• Represented multimillion dollar trust in defending the trustee against claims by beneficiaries of breach of fiduciary duties and excessive compensation
• Represented executor/beneficiary in defending against a breach of fiduciary duty and will contest action
• Represented client in structuring a part sale/part conservation easement gift to a government agency administered by both federal and West Virginia governments
• Represented large estates in settling and dissolving various businesses upon the death of the decedent

Union Avoidance

• Negotiated labor agreements with a number of different unions, including SEIU District 1199
• Helped control mass picketing and violence through court litigation in state and federal courts
• Helped federal prosecutors by investigating picket line violence, including murder
• Advised employers engaged in strike contingency planning
• Helped employers defeat union organizing campaigns
• Sought injunctive relief for international manufacturing company to abate union strike activity
• Handled arbitrations against the Teamsters, Steel Workers, Brick Layers, Service Employees, and Chemical Workers unions
• Handled union elections in wood products, aluminum products, chemical, retail, health care, natural gas, coal and hospitality industries
• Federal court trial for a construction company disputing the validity of a collective bargaining agreement with a local trade union and asserting fraud by the union
• Routinely arbitrates grievances for unionized employers
• Obtained state and federal court injunctions for illegal strike activity in the chemical, tire manufacturing, coal, natural gas, trucking, wood products and aluminum products industries
• Assisted employers with various issues under the National Labor Relations Act, including union organization and unfair labor practice charges
• Represented employer in suit against a labor union for unlawful picketing and conduct at a power plant
• Represented employers in all aspects of union avoidance, including pre-campaign counseling, unit hearings, the direction of employer campaigns and the defense of union objections and unfair labor practice charges
• Guided employers’ efforts to remain union-free, and where necessary, to respond to union organizing attempts
• Assisted construction industry contractors with picketing issues
• Negotiated successor agreement with union involving employee lease arrangement

USERRA

• Counseled employers on a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, WARN and NLRA

Wage & hour

• Defended employers in unfair labor practice charge litigation before the NLRB
• Landmark Supreme Court decision for employer in prevailing wage case - court reversed Department of Labor opinion applying prevailing wage law to employees of state agency
• Wrote the summary judgment and appellate briefs for a municipal client’s defense of wage & hour claims by several employees resulting in near seven-figure savings for public employer
• Defended a client in a class action litigation involving claims under the Fair Labor Standards Act
• Sought summary judgment for purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Defended restaurant against purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Defended several groundbreaking cases under the W. Va. Wage Payment & Collection Act
• Counseled employers on a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, WARN and NLRA
• Counseled public and private employers concerning a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, NLRA, Title VII and the WVHRA
• Counseled employers concerning the interplay of ERISA, the Internal Revenue Code, and other federal laws such as FMLA, HIPAA, COBRA, ADA and WV WPCA, and assisted plan sponsors in making sense of the rules and regulations that govern
• Assisted employers with various issues under the National Labor Relations Act, including union organization and unfair labor practice charges
• Represented clients in actions brought under the West Virginia Wage Payment & Collection Act
• Represented employers in wage and hour disputes

WARN Act Issues

• Assisted a large manufacturer through a reduction in force that impacted union and non-union employees, overseeing every aspect of the reduction from WARN Act notification to salaried employee evaluations to training managers to deliver the news to impacted employees
• Assisted a regional manufacturer with a reduction in force at operations in four states
• Assisted large West Virginia bank in post-merger reorganization of its workforce
• Counseled employers on a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, WARN and NLRA

White collar defense

• Conducted internal investigations and defended several clients, including large national companies, suspected of securities and other white collar violations

Workers’ compensation

• Defended general contractor in workers’ compensation coverage dispute with sub-contractor
• Defended multi-national manufacturer in deliberate intent claim arising from traumatic limb amputation
• Defended multi-national manufacturer in deliberate intent claim alleging repetitive stress injury
• Defended more than 20 claims of permanent total disability
• Managed substantial documentation in complex deliberate intent matter for a major energy client
• Defended a gas company in workers' compensation claim alleging manganese toxicity causing Parkinsonism
• Defended numerous employers from claimants' permanent total disability applications
• Defended numerous county boards of education from workers' compensation claims and protests regarding denial of benefits
• Defended multiple claims arising from allegations of chemical exposure at mining laboratory
• Counseled public and private employers concerning a variety of state and federal employment laws, including the ADA, FMLA, FLSA, OWBPA, NLRA, Title VII and the WVHRA
• Defended large manufacturers in federal courts involving alleged workers’ compensation discrimination, invasion of privacy and deliberate intent
• Defended large manufacturer in workers’ compensation case related to complex issues of substance abuse
• Defended employers of claims of permanent total disability
• Negotiated settlements of workers’ compensation cases
• Defended manufacturer in workers’ compensation claim and deliberate intent claim of non-Hodgkins lymphoma allegedly caused by exposure to paint fumes
• Defended major coal company in a variety of claims of disease allegedly due to chemical exposure, including exposure to solcenic, perchloroethylene and other chemical solvents
• Defended numerous industries and businesses in claims of occupational pneumoconiosis
• Defended numerous industries and businesses in claims of occupational hearing loss
• Defended numerous employers in claims of permanent total disability
• Defended national manufacturers in aviation and other industries in claims of disease and cancer allegedly related to exposure to chemicals including arsenic, trichloroethylene, trichloroethane, and benzene
• Defended major energy company in a claim related to exposure to manganese in welding rods and the alleged development of Parkinsons-like symptoms
• Defended a major newspaper company, a coal company, a casket manufacturer, and an oil and gas drilling company in claims involving acute myocardial infarction or sudden cardiac death
• Defended manufacturer in claim of injury allegedly due to inhalation of PVC (polyvinyl chloride) fumes
• Defended manufacturers in claims involving asbestos-related illness and mesothelioma
• Defended claim of suicide allegedly caused by the psychological effects of an occupational injury
• Defended occupational stress-related claims including cardiac arrhythmia, colitis and other physical and mental conditions
• Assisted in drafting legislation for major workers’ compensation reform for the State of West Virginia
• Defense of asbestosis litigation including mesothelioma; industrial chemical exposure; defense of lead paint poisoning in urban residential rental sites and industrial hearing loss.

Wrongful death

• Defended various energy clients in cases involving catastrophic accident investigation and litigation, mine safety and health matters
• Counseled client during a joint investigation by MSHA and the WVOMHS&T of an underground mining fatality
• Defended energy companies in wrongful death, paraplegia and serious injury lawsuits
• Defended local municipality in occupational fatality claim
• Defended trucking companies from claims of severe, disabling injuries and death
• Jury trial for physician accused of medical malpractice resulting in death of patient
• Represented a national nursing home chain at trial in a wrongful death action involving a 38-year old individual suffering from multiple sclerosis. Punitive damages were sought based on alleged understaffing and other issues.
• Defended death and injury litigation, including jury trial, arising out of the premature collapse of a coal tipple being dismantled by an independent contractor
• Defended contract miner in fatality investigation by MSHA and the West Virginia Office of Miners Health, Safety & Training
• Negotiated settlement during trial for a physician who delivered a healthy infant which died several hours after birth
• Defended multiple hospital clients in complex medical negligence claims involving death, birth injuries, quadriplegia and amputation
• Defended multiple fatality/personal injury claims that arose from a mine shaft explosion
• Sought summary judgment for timbering client in unsafe workplace case where plaintiff alleged wrongful death
• Defended medical malpractice action concerning wrongful death of 23 year old mentally handicapped individual who died during restraint
• Defended the manufacturer of underground coal equipment against allegations of wrongful death resulting from defective design
• Defended numerous jury trials involving multiple wrongful death claims
• Negotiated settlements in multi-million dollar cases involving wrongful death, product defect, professional malpractice, and construction defect claims
• Represented a national nursing home chain at trial in a wrongful death action involving death of resident from urosepsis. Punitive damages sought for alleged understaffing, false documentation and other issues.
• Served as trial counsel through verdict in several dozen medical malpractice, personal injury and wrongful death matters
• Represented a municipality in a wrongful death and negligence lawsuit arising out of a police officer's alleged failure to investigate
• Defended environmental contractor in claim alleging work-related death
• Represented long term care facilities in wrongful death litigation in West Virginia state courts
• Defended provider of health care services in wrongful death action
• Defended personal injury, wrongful death, products liability and property damage claims
• Defended national manufacturer of underground coal equipment against allegations of wrongful death resulting from defective design
• Defended law enforcement officer in wrongful death case involving claims of civil rights violations including excessive force and deliberate indifference to a serious medical condition
• Defended clients in jury trials involving contract disputes and wrongful death actions
• Represented governmental entities in premises liability and wrongful death actions
• Represented drilling companies in defense of wrongful death and deliberate intent claims arising out of incidents occurring on well sites
• Defended wrongful death claims against pharmacy and long term care provider

Wrongful discharge

• Defended public and private employers in complex employment cases involving claims of gender, race, and age discrimination
• Represented major hotel before the West Virginia Supreme Court of Appeals and the United States Court of Appeals for the Fourth Circuit Court on issues relating to wrongful discharge and federal labor relations
• Represented heavy machine manufacturer in two separate claims of catastrophic injuries
• Jury trial on behalf of long term care facility against claim of wrongful discharge related to allegations of improper and fraudulent documentation
• Represented employers in wrongful discharge cases
• Tried over 30 wrongful discharge cases in state and federal courts throughout the region
• Counseled financial institution in termination of senior level executive

Zoning regulation

• Represented land owners and developers in all types of land-use matters before local planning and zoning commissions and boards of zoning appeals and in circuit court
• Represented real estate developers in analysis of zoning ordinance and subdivision regulations
• Preparation and presentation of projects for site plan approval, building permit approvals, obtaining variances, conditional use approvals, and zoning amendments as appropriate for the project

Mergers and Acquisitions

• Currently serves as general counsel for a newspaper publisher, having handled roughly 20 newspaper acquisitions
• Represented a government contracting business in the sale of the company
• Handled purchases and sales of small and family owned businesses as well as representing many banks in lending transactions and workouts
• Represented the purchaser in a multi-million dollar merger transaction in which the client acquired the number one rated mountain resort in the mid-Atlantic region and Pennsylvania’s largest ski and four-season resort
• Assisted client that acquired a private university and converted it to a for-profit educational institution
• Drafted corporate documents, filings, and conducted due diligence for numerous entities relating to dissolutions, formations, mergers and acquisitions, including asset purchases and stock purchases
• Counseled clients on federal tax and general business aspects of corporate acquisitions, mergers, etc.
• Represented international entity in the purchase of an equity interest in a U.S. coal mining company and in the subsequent IPO of the coal mining company
• Coal Transaction Involving Joint Venture, Development of Coal Properties, And Acquisition Of Assets. Coal transaction involving numerous parties, development and negotiation of coal purchase agreement; options for acquisition of particular equipment; joint venture agreement regarding formation of new company among various parties; negotiation and development of dock and transloading agreements; and guidance of client with respect to corporate compliance and securities matters.
• Acquisition by Subsidiary of International Energy Company of Stock of Regional Oil and Gas Company. $12,500,000 transaction including negotiation of terms of transaction, development of term sheet, stock purchase agreement, escrow agreement, due diligence request, coordination of title review, various consents and certificates.
• Acquisition of Convenience Stores and Franchise Restaurants by Regional Convenience Store Chain. $13,500,000 sale of six convenience stores, three franchise restaurants, and other related assets including negotiation and development of asset purchase agreement, multiple lease assignments, various deeds of trusts, escrow agreement, attornment agreement, and various consents and certificates.
• Acquisition of Assets of a Harley Davidson Dealership. $2,000,000 asset purchase and sale agreement, coordination and management of motorcycle and related parts valuation, and development of all transaction documents and agreements including consulting agreement, employment agreement, escrow agreement, lease agreement, and all consents and certificates.
• Private Placement for Advanced Polymer Research Company. $385,000 private placement memorandum, negotiation of terms of investment with prospective investors, drafted agreements and performed compliance activities for all related federal and state securities requirements.
• Experienced with employee benefits issues in mergers and acquisitions, tax-qualified plans, welfare benefit plans, nonqualified deferred compensation, and ERISA Title I issues
• Counsels clients on employee benefits issues arising in mergers and acquisitions, such as identifying plans and evaluating potential assumed liabilities, compliance with statutory requirements, and allocating post-merger liabilities
• Represented the owner and publisher of 40 daily newspapers and numerous other publications in 11 states in the acquisition of approximately ½ of the company’s publications, including, most recently, in a multi-million dollar acquisition of the controlling interest in a joint operating agreement for Fort Wayne Newspapers
• Represented sellers of federal government contracting business in high eight-figure merger transaction
• Assisted in the closure of a small hospital facility and with the plans and financing for the adaptive health care reuse of the facility; provided legal services in connection with the possible restructuring of the corporate relationships of the parent organization and affiliates that included this same facility
• Represented purchasers and sellers in asset and stock acquisitions
• Represented clients in mergers and acquisitions involving publicly and privately held companies, including stock and asset acquisitions and dispositions, redemptions and leveraged buy-outs in manufacturing, real estate, engineering, technology and professional services industries
• Represented large corporations in both stock and asset sales and both tax-free and taxable mergers and acquisitions

Employment Litigation

• Helped control mass picketing and violence through court litigation in state and federal courts
• Defended employers in discrimination and workplace injury litigation in state and federal courts, and before the EEOC and the WVHRC
• Received no probable cause determination from Fairfax County (Virginia) Human Rights Commission in national origin discrimination claim.
• Landmark Supreme Court decision for employer in prevailing wage case - court reversed Department of Labor opinion applying prevailing wage law to employees of state agency
• Represented a public entity in a disability discrimination case brought by a former firefighter with hemophilia
• Defended a major utility in a gender discrimination case that went to trial in the Circuit Court of Kanawha County, West Virginia.
• Defended a major hospital in a disability and age-discrimination case.
• Represented a large coal company against an executive who allegedly violated a covenant-not-to-compete.
• Sought summary judgment in four cases matter where the federal district court was asked to overturn labor arbitration awards
• Sought summary judgment for client which had been sued for fraud in the inducement in the manner in which the plaintiff had been hired
• Assisted a large manufacturer through a reduction in force that impacted union and non-union employees, overseeing every aspect of the reduction from WARN Act notification to salaried employee evaluations to training managers to deliver the news to impacted employees
• Resolved a whistleblower case for a public entity after the key witness and decision-maker was impeached and removed from his office by a public tribunal
• Defended public and private employers in complex employment cases involving claims of gender, race, and age discrimination
• Defended public and private employers in intricate employment cases involving allegations of sexual harassment and hostile work environment
• Defended timbering, manufacturing, and coal industry clients in deliberate intent cases involving companion claims of retaliatory discharge
• Defended owners of a metal alloys industrial plant in a “deliberate intent” case involving the alleged wrongful death of a worker in a fire
• Defended general contractor in workers’ compensation coverage dispute with sub-contractor
• Defended multi-national manufacturer in deliberate intent claim arising from traumatic limb amputation
• Defended multi-national manufacturer in deliberate intent claim alleging repetitive stress injury
• Wrote the summary judgment and appellate briefs for a municipal client’s defense of wage & hour claims by several employees resulting in near seven-figure savings for public employer
• Litigated several multi-million dollar discrimination lawsuits involving known government contractor
• Represented major hotel before the West Virginia Supreme Court of Appeals and the United States Court of Appeals for the Fourth Circuit Court on issues relating to wrongful discharge and federal labor relations
• Sought injunctive relief for international manufacturing company to abate union strike activity
• Defended a client in a class action litigation involving claims under the Fair Labor Standards Act
• Represented numerous clients in actions before the West Virginia Human Rights Commission, Equal Employment Opportunity Commission, and other state human rights commissions on behalf of employers
• Negotiated pre-suit settlements for clients in sensitive employment matters
• Defended against numerous OSHA citations in a variety of industries, including alleging violations of blood borne pathogen standards before the Occupational Safety and Health Review Commission.
• Defended numerous charges before the Equal Employment Opportunity Commission, West Virginia Human Rights Commission and Pennsylvania Human Relations Commission, alleging race, age, sex, sexual preference, disability and national origin discrimination.
• Resolved unfair labor practice charges and defended employers in numerous arbitration cases in a variety of industries
• Represented heavy machine manufacturer in two separate claims of catastrophic injuries
• Defended trucking companies from claims of severe, disabling injuries and death
• Pursued numerous summary judgment motions for employers in a variety of employment disputes
• Managed substantial documentation in complex deliberate intent matter for a major energy client
• Defended acquiring company in litigation alleging various violations of ERISA in connection with a multi-million dollar business combination
• Sought summary judgment involving multi-employer pension trust in litigation seeking additional pension benefits
• Opposed class certification in employment discrimination litigation and successfully defended the denial of class certification before the West Virginia Supreme Court of Appeals
• Sought summary judgment for purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Jury trial on behalf of long term care facility against claim of wrongful discharge related to allegations of improper and fraudulent documentation
• Jury trial for a large chemical manufacturing company in a case brought by seven women alleging sex discrimination
• Handled a number of FLSA / Wage and Hour issues for clients both in litigation and in the investigative stage by the Department of Labor
• Defended an industrial cleaning enterprise in a class action under the Fair Labor Standards Act
• Part of trial team that defended multi-million dollar breach of contract action against corporations and individual employees
• Represented investment services company in enforcement of restrictive covenants against defecting investment brokers who took proprietary information and breached anti-solicitation and raiding clauses in employment agreements
• Sought summary judgment involving claim of disability discrimination
• Lead trial counsel to interstate pipeline company in complex contractual disputes with system co-owner; agency awarded injunctive relief and ordered refunds
• Regularly litigates charges before the EEOC and West Virginia Human Rights Commission
• Defended several groundbreaking cases under the W. Va. Wage Payment & Collection Act
• Handled several unfair labor practice charges before the National Labor Relations Board
• Filed numerous summary judgment motions in a variety of employment disputes
• Represented a contractor in federal court regarding setting aside an agreement that required the contractor to use union bricklayers for all its jobs
• Defended numerous cases of employment discrimination before the Human Rights Commission on behalf of large hospitals as well as other employers
• Represented clients in labor and employment disputes
• Defended employers and individuals in more than seventy-five sexual harassment cases
• Defended numerous charges before the Equal Employment Opportunity Commission and the West Virginia Human Rights Commission, alleging race, age, sex, disability and national origin discrimination
• Represented companies and insurers in employment litigation, including age, race, gender and disability claims
• Defended public and private entities in discrimination litigation
• Represented employers in wrongful discharge cases
• Defended discrimination claims of race, gender, age, disability, religion and national origin in state and federal court, as well as claims brought before the EEOC and state human rights agencies in West Virginia, Kentucky, Pennsylvania, Louisiana, Tennessee, New York, Florida and South Carolina
• Tried numerous jury cases to verdict in state and federal courts
• Defended large coal companies and their employees in Section 110 special investigations
• Represented a major coal operator in a dispute with MSHA concerning MSHA's search and inspection of employees' vehicles on mine property
• Argued over 20 cases to the West Virginia State Supreme Court of Appeals, the United States Court of Appeals for the Fourth Circuit and the New York Court of Appeals
• Sought dismissal for hospital on statute of limitations grounds of alleged retaliatory discharge action against a hospital brought by purported whistleblower
• Jury trial on behalf of aircraft leasing company where plaintiff claimed constructive discharge, sexual harassment and battery claims
• Sought summary judgment on behalf of large law firm in shareholder's discrimination retaliation action
• Defended state university against allegations that an employee termination violated the West Virginia Human Rights Act and FMLA
• Defended client in MSHA investigation and civil litigation
• Represented client against union pension fund that levied multi-million dollar contribution assessment
• Represented producers in litigation (including trial) related to lease construction and surface use

Mineral Title & Energy Real Estate

• Organized and coordinated land, well, and other pertinent records to prepare a data room for sale of oil and gas operations. Conducted data room visits, prepared and negotiated transactional documents, and closed transaction.
• Represented coal companies in dozens of acquisitions of land for mining operations
• Serves as issuing agent for title insurance on a wide variety of commercial, industrial, mineral and residential real estate transactions
• Handled sale of 29,000 acres of Illinois-basin coal reserves, preparation of documents and handling negotiations with contractor in connection with construction of new multi-million dollar coal preparation plant and negotiation of a lease of 7,000 acres of central Appalachian coal reserves
• Assisted Fortune 500 company in connection with the drilling of several hundred wells for the exploration and development of oil and gas in the U.S. Appalachian Basin
• Assisted gas production company in the sale of oil and gas properties
• Defended client in permit and reclamation matter and maintained permit to mine and eliminated financial judgment against client
• Closed multiple transactions for acquisition of over 200 oil and gas wells in West Virginia and Pennsylvania, coordinated and performed due diligence for same
• Obtained judicial order for client to lease mineral interest of minor pursuant to West Virginia Statute on Lands of Infants
• Represented Fortune 500 energy client before regulatory agencies and provided key guidance in developing process to establish pooling units for largest active coalbed methane production program in state
• Performed due diligence and prepared transactional documents for several multi-million dollar acquisitions of oil and gas assets, involving review of title, environmental issues, property rights, liability and litigation matters, negotiation of contract terms and drafting of necessary documents
• Represented Fortune 500 energy client in negotiating significant asset acquisitions in Marcellus shale in the northern Appalachian Basin
• Performed management and document review associated with major title and asset development projects of energy clients
• Managed teams of abstractors in performing mineral and surface title examinations for the purpose of acquiring mineral and leasehold ownership
• Performed mineral and surface title examinations for the purpose of acquiring and leasing minerals
• Performed title examinations and prepared title reports on coal, oil, and gas and other minerals
• Represented a large energy company in connection with the transfer of its oil, natural gas and coal bed methane assets and reserves located in several states to a subsidiary entity, and assisted the subsidiary in raising invested capital
• Counseled lenders to coal mining and natural gas production enterprises, enabling the lenders to better understand the risks involved in financing mining operations, as well as the remedies available to mitigate those risks
• Litigated complex real estate and mineral ownership cases to allow clients to achieve development goals
• Litigated “missing and unknown owners” case to allow client to lease and produce oil and gas
• Researched titles of coal, oil and gas clients to determine ownership interests
• Provided title insurance and closing support services in a large timber sale affecting approximately 22,000 acres
• Managed and coordinated title examinations and numerous additional aspects of due diligence during representation of a mineral client in the large-scale acquisition of approximately 20,000 net acres of mineral interests
• Represented mid-sized oil and gas operator in administering its drilling programs, including performing title examinations, rendering title opinions, and curing title defects
• Represented energy company in the acquisition of several hundred oil and gas wells
• Undertook coal, oil and gas title examinations to assist clients in acquiring desired real estate rights
• Joint Venture Between Coal Companies. Negotiated and developed joint venture agreement and related documents among major coal producers
• Assisted clients with the performance and preparation of mineral title opinions, as well as issues related to surface use or surface damages claims arising from coal, oil and gas operations
• Handled matters involving mineral transactions and acquisitions, including the coordination and performance of due diligence and title defect curative work
• Conducted numerous surface and mineral title examinations
• Managed large abstracting teams in multiple states to assist a major energy client in meeting an extensive drilling plan
• Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
• Managed large-scale due diligence project to identify and locate over 1,000 owners of mineral interests
• Assisted client with multi-million dollar oil and gas transaction, including performing due diligence and reviewing curative work
• Negotiated acquisition of pipeline easement
• Organized and managed title research for oil and gas projects
• Negotiated acquisition of pipeline easements
• Conducted large-scale due diligence mineral title examinations
• Managed large abstracting teams in multiple states to assist a major energy client in meeting extensive drilling plans
• Performed Appalachian Basin title abstracting of oil, gas and mineral interests to assist clients in building an inventory of leased acreage for the purpose of oil and gas exploration
• Performed title examinations and prepared oil and gas title opinions to assist a wide variety of clients in Marcellus shale development
• Represented energy company in acquisition of several thousand acres of oil and gas leasehold interests
• Advised oil and gas operators on applicable oil and gas law relevant to operations, litigation, and acquisitions involving mineral interests
• Developed Pennsylvania title standards applicable to oil and gas title review
• Litigated cases involving breach of lease agreements; breach of implied covenants; right-of-way disputes; injunctions against landowners; royalty disputes; and all types of energy-related cases in both West Virginia and Pennsylvania
• Researched ownership of title and leasehold interests for surface, coal, oil, gas and other mineral rights
• Reviewed files regarding title for coal, oil and gas properties
• Drafted detailed title opinions explaining complex title issues
• Developed standardized templates and procedures to expedite accurate title examinations
• Negotiated agreements for subleasing Marcellus shale production rights totaling 60,000 acres and non-Marcellus formation rights, totaling an additional 60,000 acres
• Managed transfers to partnerships of leases, wells and pipelines to facilitate operation of newly developed 35,000-acre natural gas storage field as well as a 185-mile gas pipeline
• Managed staff responsible for multi-million dollar transaction with properties in Ohio, Kentucky, Pennsylvania, West Virginia, New York and Virginia
• Performed title examinations and prepared title reports on coal, oil, gas and other minerals
• Performed and supervised others in conducting mineral title examinations; drafted title reports regarding ownership of the coal, oil and gas interests, including division order title opinions
• Assisted oil and gas information provider in its acquisition of a competitor by drafting the closing documents (settlement statement and purchase and sales agreement) and consulting agreement relating to retention of the competitor's former owner / IT specialist
• Litigated quiet title action relating to enforcement of a right of reconveyance found in prior assignment with respect to various oil and gas leasehold estates
• Assisted oil and gas client in procuring oil and gas leases from various individuals, entities and organizations
• Provided legal support for the KY, OH and WV drilling programs of major Appalachian Basin natural gas exploration and production company, including review and curative to clear title for over 120 drilling locations per year, as well as negotiation and drafting of leases, subleases, assignments, farmout agreements, operating agreements, joint participation agreements, unit declarations and division orders, and representation in forced-pooling proceedings
• Served as real estate counsel for a number of regional interstate natural gas transmission companies and natural gas distribution companies, as well as for an electric generation and distribution company; responsible for right-of-way and site acquisition, facility purchases and sales, facility and storage leasing, relocations, eminent domain proceedings, and protection and enforcement of land rights, including related litigation
• Performed title work and headed permit and environmental due diligence review teams for coal acquisition involving over 100,000 acres of reserves, and prepared related reports as well as deeds, leases, assignments and bills of sale used to close the transaction
• Assisted clients with the preparation of mineral title opinions, as well as issues related to surface use, coal ownership, or surface damages claims arising from coal, oil and gas operations
• Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
• Conducted large-scale due diligence mineral title examinations
• Handled matters involving mineral transactions and acquisitions, including the coordination and performance of title defect curative work
• Directed, supervised and assisted in title review, title analysis, business risk analysis, legal analysis, contracts, rights of way, deeds estate matters, and pooling, for the conventional, coal bed methane and horizontal drilling operations in the Appalachian Basin
• Coordinated and performed mineral title examinations to assist energy clients with development of assets in the Marcellus shale, as well as conventional oil and gas, and coalbed methane projects; drafted title opinions regarding ownership of coal, oil and gas interests
• Performed title defect curative work, including preparation of corrective instruments and missing heirs petition to permit energy client to acquire various mineral interests
• Analyzed oil and gas documents to evaluate title for drilling programs in the Appalachian Basin, including West Virginia, Pennsylvania and Ohio
• Assisted clients with the performance and preparation of mineral title opinions
• Assisted multiple clients with the review and analysis of title abstracts involving both coal and oil and gas mineral properties, including the preparation of numerous title opinions identifying (a) the legal risks of mining or developing these properties and (b) recommended cures and mitigation strategies regarding title defects and irregularities
• Research ownership of title and leasehold interests for surface, coal, oil, gas and other mineral rights
• Represented various natural gas producers in matters involving royalty disputes and mineral rights
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions

Energy Litigation

• Defended various energy clients in cases involving catastrophic accident investigation and litigation, mine safety and health matters
• Represented clients in a dispute over family corporation’s stock and holdings in land and minerals in Western Maryland involving prosecution of civil action seeking declaratory and other relief and involving complex stock redemption, gifting and constructive fraud issues
• Represented coal mine operator in contest of “flagrant” violations assessed by MSHA at over $1.1 million
• Defended continuous miner operator and outby foreman in decertification actions before the West Virginia Coal Mine Safety Board of Appeals
• Defended mine superintendent in a 110(c) action instituted by MSHA
• Defended coal mine operators in deliberate intent and premises liability lawsuits
• Defended energy companies in wrongful death, paraplegia and serious injury lawsuits
• Represented numerous coal companies in contract disputes
• Defended manufacturer of mine safety equipment in utility and design patent infringement litigation in the United States District Court for the Southern District of WV, resulting in summary judgment of non-infringement
• Represented interstate natural gas pipelines in general and limited rate-case proceedings
• Represented interstate natural gas pipelines in rulemaking, tariff, service, expansion, abandonment, and construction certificate matters
• Represented coal companies in federal MSHA enforcement cases
• Defended multi-million dollar arbitration claims in coal dispute for contract breach and tortious interference
• Prosecuted dozens of preliminary and permanent injunctions to halt interference with gas transmission pipelines and well access disputes
• Defended death and injury litigation, including jury trial, arising out of the premature collapse of a coal tipple being dismantled by an independent contractor
• Represented mining company charged with more than $1,000,000 in MSHA fines
• Defended multiple fatality/personal injury claims that arose from a mine shaft explosion
• Part of team which defended natural gas company in suit alleging property contamination
• Represented a large energy company in connection with the transfer of its oil, natural gas and coal bed methane assets and reserves located in several states to a subsidiary entity, and assisted the subsidiary in raising invested capital
• As lead counsel, defended claims in excess of $250 million regarding allegations of contract breach, fraud and tortious interference in a natural gas measurement dispute
• Sought preliminary and permanent injunctions to prevent interference with energy company rights of way and major transmissions lines
• Defended a major coal company in a tortious interference action in bankruptcy court
• Defended restaurant against purported class claims for wage and hour violations and individual claim of discriminatory discharge
• Defended various damage, injunction and condemnation actions related to natural gas pipeline right-of-way acquisition and use
• Litigated complex real estate and mineral ownership cases to allow clients to achieve development goals
• Represented coal company in petitioning for closure of public road running through active coal mine
• Represented large energy companies in significant personal injury, administrative and commercial litigation matters
• Defended coal miners in decertification proceedings
• Represented numerous clients in West Virginia Attorney General antitrust investigations, including coal companies in state wide investigation of alleged monopoly pricing involving coal industry
• Defended multiple claims arising from allegations of chemical exposure at mining laboratory
• Defended major coal company in multi-million dollar claim in federal district and appellate courts
• Defended employers in state court in various employment cases involving claims for discrimination, harassment and retaliatory discharge
• Defended gas pipeline company in case alleging public service commission jurisdiction over pipeline
• Defended coal operator in large breach-of-contract claim
• Assisted mining companies in investigations of discrimination complaints
• Defended claims of underground water contamination against coal operators
• Sought summary judgment for oil and gas service provider on claims of negligent operations
• Represented midstream operators in major litigation
• Serves as an arbitrator and as a mediator in energy cases
• Significant trial experience in energy-related litigation, eminent domain, and complex commercial litigation
• Litigated cases involving breach of lease agreements; breach of implied covenants; right-of-way disputes; injunctions against landowners; royalty disputes; and all types of energy-related cases in both West Virginia and Pennsylvania
• Litigated complex condemnation actions involving permanent easements for the storage of natural gas, permanent well road easements, and permanent pipeline easements
• Defended gas well fracking damage claims
• Litigated Marcellus shale well claims on surface use, ownership, drilling rights and pooling
• Supreme Court decisions on duty to develop/protect from drainage and scope of mineral leasehold rights
• Mass tort claims relating to fluid disposal wells and permit discharges
• Represented coal company in a "fugitive dust" case
• Represented drilling and production companies working to develop the Marcellus Shale in surface-use disputes and litigation with surface landowners
• Represented seller of coal leases in multimillion-dollar sales contract dispute
• Defended oil and gas companies and associations against overregulation at the local level
• Assisted in the representation of coal miners during various government investigations
• Prosecuted summary judgment motion for Fortune 500 multi-state utility based on satisfaction of duty in matter where plaintiffs alleged carbon monoxide poisoning
• Represent oil and gas companies in foreclosure litigation in Ohio state courts to protect clients' oil and gas lease interests throughout the foreclosure process
• Represented natural gas transportation company in federal condemnation action for major interstate pipeline
• Prosecuted dozens of preliminary and permanent injunctions to halt interference with natural gas operations

Alternative Fuels

• Leads team drafting a multi-million dollar supply agreement for the production and sale of biomass to an electric generating plant. The project involves traditional contract issues, clean air and greenhouse gas regulations, potential tax credits and subsidies for renewable energy sources, corporate tax, and intellectual property.
• Negotiated the renewal of a FERC license for a large hydroelectric project and persuaded the WV Public Energy Authority to hold the licenses for two additional large hydroelectric projects

FERC

• Represented FERC-regulated companies on numerous FERC enforcement matters, including extensive negotiation experience on matters involving significant penalties
• Developed, implemented and managed a FERC compliance program for interstate natural gas pipelines and public utilities
• Extensive FERC technical conference experience on pipeline rate, tariff and service matters
• Negotiated the renewal of a FERC license for a large hydroelectric project and persuaded the WV Public Energy Authority to hold the licenses for two additional large hydroelectric projects

Regulatory

• Developed, implemented and managed a FERC compliance program for interstate natural gas pipelines and public utilities
• Lead trial counsel to interstate pipeline company in complex contractual disputes with system co-owner; agency awarded injunctive relief and ordered refunds

Labor & Employment Law

• Defended a client in a class action litigation involving claims under the Fair Labor Standards Act
• Represented numerous clients in actions before the West Virginia Human Rights Commission, Equal Employment Opportunity Commission, and other state human rights commissions on behalf of employers
• Negotiated pre-suit settlements for clients in sensitive employment matters
• Represented investment services company in enforcement of restrictive covenants against defecting investment brokers who took proprietary information and breached anti-solicitation and raiding clauses in employment agreements
• Represented clients in labor and employment disputes
• Deals with welfare plan issues regarding Health Insurance Portability and Accountability Act (HIPAA) portability and privacy rules, cafeteria plans, Consolidated Omnibus Budget Reconciliation Act (COBRA) extended medical benefits, retiree medical issues, Voluntary Employee Benefit Associations (VEBA) deduction rules, and unrelated business taxable income rules
• Represented management at numerous labor arbitrations
• Developed drug testing policies and provided drug-free workplace training for both management and non-management employees
• Defended employers of claims of permanent total disability
• Represented clients in actions brought under the West Virginia Human Rights Act
• Represented clients in actions based upon alleged public policy violations
• Represented clients in actions brought under the West Virginia Wage Payment & Collection Act
• Defended deliberate intent actions
• Defended provider of health care services in wrongful death action
• Obtained a TRO in a suit to enforce a non-compete agreement on behalf of a software company
• Defended employer in a request for a TRO in a trade secret and breach of loyalty case against employees in the political consulting industry
• Counsels employers concerning the protection of trade secrets and intellectual property as well as methods for preventing unfair competition from employees and former employees; drafts and litigates the enforceability of employee non-competition agreements
• Engaged in difficult collective bargaining on behalf of employers where, among other things, considerable focus was placed on the question of how to allocate the costs of health care between employers and employees
• Represented employer in jury trial in which the plaintiff alleged that his termination was unlawful due to disability discrimination
• Guided employers’ efforts to remain union-free, and where necessary, to respond to union organizing attempts
• Sought dismissal for an employer in unfair labor practice charges filed with the NLRB alleging that decision not to hire was based on anti-union bias
• Tried over 30 wrongful discharge cases in state and federal courts throughout the region
• Argued over 20 cases to the West Virginia State Supreme Court of Appeals, the United States Court of Appeals for the Fourth Circuit and the New York Court of Appeals
• Provided advice and assistance in six workforce reductions for a large coal company
• Obtained more than 25 injunctions for illegal strike misconduct
• Provide day-to-day advice on employment issues from hiring to firing
• Represented employers in employment cases involving allegations of sexual harassment, discrimination and hostile work environment
• Assisted construction industry contractors with picketing issues
• Advised health care clients regarding discipline of employees who failed to comply with reporting requirements
• Represented clients in labor and employment litigation in state and federal courts
• Drafted numerous summary judgment motions and motions to dismiss for employers, corporate clients and insurance carriers on a variety of claims
• Represented employers in wage and hour disputes
• Challenged National Labor Relations Board's bargaining order against nursing home when labor board changed the size of the bargaining unit after the union election
• Defended major utility company against petition to enforce arbitration award
• Represented multiple employers in effects negotiations as a result of plant closures
• Represented employers in over 50 representation proceedings including decertifications, unit clarifications and deauthorization petitions
• Represented and counseled multiple employers on labor issues in bankruptcy
• Represented a Fortune 500 gas transmission company in an unfair labor practice charge concerning company’s response to a union request for information
• Represented client against former employee for violation of non-compete and non-solicitation agreements

First Amendment

• Defended claims of violation of First Amendment free-speech rights and right to petition in federal district court

Advance Directives

• Assisted numerous clients in estate planning matters, including preparation of wills, trusts, deeds, powers of attorney and health care advance directives

Pro Bono

• Provided pro bono representation to financially needy clients in all of the above areas

Guardianship

• Represented numerous clients in adult guardianship and conservatorship proceedings

IFPAC

• Represented insurance agency seeking to prohibit former employees from using confidential information and violating employment contracts

Patents

• Represented international toy manufacturer in patent, trademark infringement, and copyright litigation in the United States District Court for the Central District of California
• Assisted in defense of patent infringement action against pharmaceutical and industrial companies

Trademarks

• Represented international toy manufacturer in patent, trademark infringement, and copyright litigation in the United States District Court for the Central District of California
• Represented local nursery and landscaping business in federal trademark infringement and dilution litigation in the United States District Court for the Northern District of WV
• Defended medical billing software manufacturer in trademark infringement litigation in the United States District Court for the Northern District of WV, resulting in summary judgment of non-infringement and abandonment of federal trademark registration
• Defended company accused of conspiring to misuse trade secrets of competitor

Civil rights

• Numerous jury trials defending police officers and agencies in state and federal courts
• Defended city, county, and state police departments in civil rights cases
• Defended police officer in jury trial involving claims of excessive force and false arrest
• Experienced in eminent domain proceedings and governmental and federal civil rights litigation
• Defended law enforcement agencies and officers in civil rights litigation

Workplace safety

• Represented clients in various appellate matters including actions (1) challenging constitutionality of non-judicial foreclosure (2) challenging constitutionality of statutory limits on non-economic damages (3) seeking to establish cause of action for workplace stress (4) seeking to establish per se violations of insurance bad faith statute (5) seeking removal of co-trustee of testamentary trust (6) seeking to establish police liability for naming of suspects in criminal investigation (7) seeking tax refunds (8) challenging bidding process for construction of office building for university board of trustees (9) seeking access to confidential hospital peer review records (10) challenging NCAA eligibility ruling (11) challenging completed operations hazard exclusion in commercial general liability policy
• Defended internet company against customer claim alleging failure to maintain safe place to conduct business

Asbestos

• Defended manufacturers, distributors and contractors in asbestos litigation involving products liability claims
• Represent numerous types of defendants in asbestos litigation in West Virginia and other states
• Experience in asbestos litigation includes the defense of product manufacturers, premises owners, employers, contractors, and suppliers.
• National, regional and local counsel for clients named in asbestos litigation
• Experience in asbestos litigation includes the defense of product manufacturers, premises owners, employers, contractors, and suppliers.
• Defended a variety of companies in asbestos, benzene and silica litigation with theories ranging from products liability, strict liability,negligence premises liability to deliberate intent
• Analyzed medical issues in toxic tort cases, which may show other causes for the claimed injuries or other non-related medical problems that would indicate decreased life expectancy and lower potential damages claims
• Defended asbestos-related illness, including mesothelioma, lung cancer and asbestosis

Corporate & Commercial Transactions

• Represented financial institutions in numerous commercial loan transactions
• Review of joint operating agreements and related collateral security documents for lien attachment and perfection issues and for business financing terms and conditions
• Provided legal guidance on structures, terms and conditions for equipment financing transactions including matters related to compliance with banking regulations, tax benefits and requirements

Marcellus & Utica Shale Gas Development

• Lead teams responsible for numerous asset and stock transactions, lease transactions, and land and legal due diligence for acquisitions involving over 120,000 acres of Marcellus shale properties throughout Appalachian region
• Assisted in multi-million dollar sale and purchase of coal assets and related facility, sales and distribution contracts
• Performed title examinations and prepared oil and gas title opinions to assist a wide variety of clients in Marcellus shale development
• Represented oil and gas exploration and production companies in all aspects of their Pennsylvania operations including lease and other document design, negotiations, permitting, administrative proceedings, joint operating agreements, farmouts, acquisitions, dispositions, due diligence reviews, title examination and reporting, financing and litigation in state and federal courts
• Represented midstream operators in Pennsylvania transportation agreement design
• Assisted non-Appalachian banks in adapting core financing and securitization documentation for use in Pennsylvania transactions
• Represented energy industry parties in mediation of major contract disputes
• Directed, supervised and assisted in title review, title analysis, business risk analysis, legal analysis, contracts, rights of way, deeds estate matters, and pooling, for the conventional, coal bed methane and horizontal drilling operations in the Appalachian Basin of a Fortune 500 energy company’s the oil and natural gas branch
• Litigated Marcellus shale well claims on surface use, ownership, drilling rights and pooling
• Provided a full suite of FERC and state public service / utility representation to Appalachian operators and operators of Appalachian facilities
• Represented the owner of a substantial block of eastern Ohio (Utica Shale) oil and gas acreage in connection with negotiation and sale of those assets to Texas-based oil and gas company for cash and overriding royalty interest, enabling client to realize substantial return on investment
• Represented drilling and production companies working to develop the Marcellus Shale in surface-use disputes and litigation with surface landowners

Energy Regulatory & Midstream Services

• Represented Fortune 500 energy client before regulatory agencies and provided key guidance in developing process to establish pooling units for largest active coalbed methane production program in state
• Represented clients regarding renewable portfolio standards and credits, and siting of renewable energy electric generation facilities
• Lead counsel in several hundred matters before state regulatory agencies

Energy Transactional

• Lead teams responsible for numerous asset and stock transactions, lease transactions, and land and legal due diligence for acquisitions involving over 120,000 acres of Marcellus shale properties throughout Appalachian region
• Leads team drafting a multi-million dollar supply agreement for the production and sale of biomass to an electric generating plant. The project involves traditional contract issues, clean air and greenhouse gas regulations, potential tax credits and subsidies for renewable energy sources, corporate tax, and intellectual property.
• Handled sale of 29,000 acres of Illinois-basin coal reserves, preparation of documents and handling negotiations with contractor in connection with construction of new multi-million dollar coal preparation plant and negotiation of a lease of 7,000 acres of central Appalachian coal reserves
• Assisted Fortune 500 company in connection with the drilling of several hundred wells for the exploration and development of oil and gas in the U.S. Appalachian Basin
• Assisted in multi-million dollar sale and purchase of coal assets and related facility, sales and distribution contracts
• Represented a major natural gas producer in an $18.8 million private placement for natural gas drilling program with IDC tax credits for partnership investment
• Represented international entity in the purchase of an equity interest in a U.S. coal mining company and in the subsequent IPO of the coal mining company
• Experience managing large abstracting and record room teams in Ohio, West Virginia and Pennsylvania, including leading team for legal property issues in Ohio associated with billion dollar oil and gas joint venture
• Acquisition by Subsidiary of International Energy Company of Stock of Regional Oil and Gas Company. $12,500,000 transaction including negotiation of terms of transaction, development of term sheet, stock purchase agreement, escrow agreement, due diligence request, coordination of title review, various consents and certificates.
• Represented oil and gas exploration and production companies in all aspects of their Pennsylvania operations including lease and other document design, negotiations, permitting, administrative proceedings, joint operating agreements, farmouts, acquisitions, dispositions, due diligence reviews, title examination and reporting, financing and litigation in state and federal courts
• Represented midstream operators in Pennsylvania transportation agreement design
• Assisted non-Appalachian banks in adapting core financing and securitization documentation for use in Pennsylvania transactions
• Represented energy industry parties in mediation of major contract disputes
• Structured joint ventures, affiliations and reorganizations of for-profit and non-profit companies, including workouts and spin-offs in energy, manufacturing, service and health care industries
• Provided a full suite of FERC and state public service / utility representation to Appalachian operators and operators of Appalachian facilities
• Supervised and assisted in title review, title analysis, and legal analysis related to oil and gas title and property holding in West Virginia and central Pennsylvania for the land resources department of a Fortune 500 energy company
• Undertook coal, oil and gas title examinations to assist clients in acquiring desired real estate rights
• Performed due diligence, undertook curative work and conducted closings in multi-million dollar energy transactions to assist clients in development efforts
• Represented the owner of a substantial block of eastern Ohio (Utica Shale) oil and gas acreage in connection with negotiation and sale of those assets to Texas-based oil and gas company for cash and overriding royalty interest, enabling client to realize substantial return on investment
• Assisted multiple clients with the review and analysis of title abstracts involving both coal and oil and gas mineral properties, including the preparation of numerous title opinions identifying (a) the legal risks of mining or developing these properties and (b) recommended cures and mitigation strategies regarding title defects and irregularities
• Handled matters involving mineral transactions and acquisitions, including the preparation of mineral title opinions, as well as the performance of due diligence and title defect curative work
• Directed internal due diligence team in reviewing major Appalachian producer's land records
• Directed post-closing due diligence team reviewing land administration records
• Assisted in preparation and drafting of oil and gas title opinions
• Conducted real estate transactions on behalf of lending institutions and private parties, including the conduct and review of surface and mineral title examinations and issuance of title insurance policies
• Assisted with due diligence for a major multi-billion dollar acquisition by a Fortune 500 energy company
• Managed due diligence, prepared transactional documents, and conducted closing for $250 million purchase of over 50,000 acres of fee and leasehold Marcellus assets
• Managed and performed all aspects of due diligence for multi-million dollar transaction of 330 wells, related gathering line and facilities crossing two states, and 25,000+ acres of leasehold property
• Prepared complex exploration agreements, related joint operating agreements, drilling commitments, gas balancing agreements, gas marketing agreements and other necessary documents among multiple parties to establish areas of mutual interest and other drilling program arrangements in West Virginia, Kentucky, Virginia, and Pennsylvania
• Managed and performed all aspects of due diligence and preparation of transactional documents for a series of purchases that totaled over 100,000 acres of “deep rights” with the target formation being the Marcellus shale
• Negotiated and prepared joint operating agreement and other transactional documents covering units containing multi-lateral wellbores for the drilling of Marcellus wells
• Managed certain aspects of due diligence for acquisition of over 2000 wells and 120,000 acres of leasehold and fee property covering two states
• Worked for large production company managing title review for West Virginia drilling program; preparing policies and work flow procedures for West Virginia land team title review; conducting internal document research in title review of tracts; reviewing all outside counsel title opinions and ordering and preparing curative documents; preparing and conducting training for contract landmen; managing contract landmen for West Virginia title program
• Undertook coal, oil, and gas title examinations and drafted the corresponding title opinions to assist a wide variety of clients in acquiring desired property rights
• Facilitated title work and numerous property purchases for various oil and gas companies
• Documented large multi-tract real estate transactions for lenders
• Represented a nationally-recognized bank in the amendment of a $1.3 billion secured credit facility for a major energy company
• Litigated oil and gas lease issues related to royalty and bonus payments
• Assisted energy and natural resource companies in the acquisition and disposition of mineral rights and properties to include leasing, asset sale and purchase transactions, and due diligence associated with such transactions
• Performed oil, and gas title examinations and drafted the corresponding title opinions and related documents to assist a wide variety of clients in acquiring desired property rights
• Provided legal analysis related to oil and gas title and property holdings in Pennsylvania for energy production companies
• Managed certain aspects of due diligence for acquisition of over 20,000 acres of leasehold and fee property targeting the Marcellus formation
• Organized and managed an abstracting team in order to quickly research 14,000 acres of prime Marcellus leasehold acreage for a time-sensitive closing
• Lead counsel on transactions and due diligence involving over 80,000 net mineral acres in Utica play in past 12 months
• Provided legal services for multiple oil and gas operators in West Virginia and Pennsylvania including performing mineral title examinations, rendering title opinions, and curing title defects
• Experience in the preparation of lending documents, related commercial real estate title examinations, and due diligence on behalf of lending institutions and commercial real estate developers
• Experience in energy, oil and gas title examinations in acquiring desired real estate rights in Pennsylvania
• Assisted, researched and represented major energy company in the acquisition and construction of several natural gas gathering systems throughout the state of West Virginia
• Prepared hundreds of title opinions in both West Virginia and Pennsylvania
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Experienced in writing and reviewing real estate title opinions including oil and gas title opinions
• Managed mineral title examination projects and performed senior review of mineral title opinions
• Assisted energy clients in mineral acquisitions, financing and disposition transactions
• Participated in numerous asset and stock transactions, lease transactions, and land and legal due diligence for acquisitions

Coverage Litigation

• Defense of insurance carriers in first party life and disability claims and coverage disputes
• Prepared coverage opinions and defended insurers in West Virginia state and federal declaratory judgment actions involving claims arising under personal lines, commercial, excess, and surplus lines policies
• Prepared coverage opinions and defended insurers in West Virginia state and federal declaratory judgment actions involving claims arising under personal, commercial, excess, and surplus lines policies
• Prepared construction defect and faulty workmanship coverage opinions for multiple insurers involving various construction defects
• Analyzed theft, underinsured motorist, fraud, insured contract, and other coverage issues for Maryland, Virginia, and West Virginia insurance policies
• Defended coverage litigation for multiple insurers involving various coverage issues
• Represented insurer in an appeal of a case seeking to impose liability on insurance companies for failure to preserve total loss vehicles for purposes of potential product liability actions
• Defended insurer in a first party bad faith trial arising from processing of credit disability claim resulting in a defense verdict
• Represented insurer in arbitration proceedings involving claims for surplus lines coverage arising from mining accidents
• Defended insurers in claims for underinsured motorist benefits

Insurance Claims Investigations

• Prepared numerous coverage opinions and represented insurers in declaratory judgment actions involving claims arising under various types of insurance policies
• Performed insurance coverage analysis for claim submitted by an insured for alleged disability discrimination
• Represented insurance carriers in coverage matters and conducted insurance investigations

UM/UIM

• Represented insurers in claims and suits for uninsured and underinsured motorist coverage

Declaratory Judgment

• Assisted with declaratory judgment actions and other first party coverage issues
• Assisted insurer in declaratory judgment action involving whether plaintiff’s vehicle was an insured vehicle