Experience

Pricing Policy Compliance Training for Manufacturer Resellers

Provided training for resellers of a privately held manufacturing and distribution company to ensure compliance with the company’s Minimum Advertised Price Policy. Training included overview of relevant antitrust laws and discussion of real-world pricing scenarios.

Advised Menswear Retailer in SMS Program Launch, Compliance

Advised a major American menswear retailer in launch a transactional SMS program allowing them to communicate via text message with customers who have opted-in. Armstrong Teasdale navigated a strict regulatory environment by identifying regulatory requirements for SMS programs, evaluating internal business processes to streamline compliance, and drafting the requisite consent language. The program required significant cross-collaboration to meet the expected deadlines.

Defense Counsel for Mobile Advertising Platform Developer and Directors in Delaware Chancery Court

Served as defense counsel for a mobile advertising platform developer and its former directors in a Delaware Chancery Court action alleging breach of fiduciary duty and disclosure violations arising out of an M&A transaction.

Representations in Actions Seeking Access to Company’s Records

Represented companies defending, and shareholders and members prosecuting, actions seeking access to a company’s books and records pursuant to Section 220 of the Delaware General Corporation Law and Section 18-305 of the Delaware LLC Act.

Defense Counsel in Advancement Action

Defended company in Delaware chancery court in action brought by former officers and directors for advancement of attorneys’ fees and expenses under indemnification provisions of company’s corporate charter and separate indemnification agreements.

Defense Counsel in Business Divorce Arbitration

Represented company and its officers and directors against former officer’s and shareholder’s breach of fiduciary duty claims in arbitration.

Representation in Series A Round for Blockchain Platform

Represented lead investors in Series A round in company building on a blockchain platform. This involved drafting various investor documents, including term sheets, stockholder purchase agreements, voting rights agreements, investors’ rights agreements, and indemnification agreements, as well as drafting board resolutions and amending certificates of incorporation and company bylaws.

Representation of Medical Corporation in Corporate Governance Dispute

Represented closely held medical corporation in corporate governance dispute with dissident minority shareholder.

Defended Company Performing Cleanup at Superfund Site

Defended company who performed $28 million environmental cleanup of PCBs, asbestos and TCE at Superfund site, formerly used for automotive manufacturing, under Administrative Settlement Agreement and Order on Consent. The site is located in a residential area and will be transformed into a recreational facility.

Defense of Billion-Dollar Qui Tam Action

Successfully defended medical practice in billion-dollar qui tam action.

Obtained Dismissal for Midwestern Livestock Show Relating to Governance

Served as lead counsel in suit brought against a historic Midwestern livestock show. The plaintiffs sought a court order mandating that they be allowed to participate in future competitions. Obtained dismissal of plaintiffs’ claims, thereby protecting the right of a private organization to govern its competitions.

Representation of Manufacturing Company in Soil and Groundwater Cleanups

Represented manufacturing company in soil and multi-plume groundwater cleanups of PCBs and solvents in Missouri. Persuaded EPA to pursue separate source of groundwater contamination. Site is located in close proximity to drinking water wellfield.

Risk Transfer for Two Former Coal-Fired Power Plants

Represented the risk transfer buyer of two former coal-fired power plants and negotiated the collateral package with insurers.

Six Citations Vacated for Electrical Equipment Manufacturer

Defended manufacturer of electrical equipment in OSHA evidentiary hearing where issues all involved possible electrocution hazards associated with high voltage equipment. The Administrative Law Judge vacated all six citations that were issued.

Successful Outcome in Cases Related to Misinterpretation, Misapplication of Lockout/Tagout Standard

Defended numerous employers in cases in which OSHA was persuaded that it misinterpreted or misapplied the lockout/tagout standard.

$850 Million Pet Food Industry Reorganization

Represented acquiring and acquired persons in an $850 million reorganization in the pet food industry.

Outside Counsel for Financial Institution

Serves as outside counsel for financial transactions, real estate, acquisitions, employment, and corporate governance matters while working daily with senior management and the board of directors.

Favorable Result for Company Cited in Violation of OSHA Silica PEL

Defended company that received citation alleging exceedance of OSHA’s silica PEL. Convinced OSHA the sample results were invalid, resulting in withdrawal of citation.

Secured Withdrawal of OSHA Citations for Manufacturing Client

Defended company that received two willful citations under OSHA lead standard when manufacturing with leaded brass. OSHA withdrew both willful citations.

Secured Withdrawal of OSHA Citations Relating to Hexavalent Chrome Standard

Defended company that received 14 citations under OSHA's hexavalent chrome standard, including alleged exceedance of PEL. OSHA withdrew 12 of 14 citations.

Reduced Penalties for Dairy Farm in Fatalities Following OSHA SVEP Placement

Defended dairy farm in two separate fatality cases that resulted in repeat OSHA citations and placement on OSHA Severe Violator Enforcement Program (SVEP). At conclusion of negotiation, company was removed from SVEP and penalties were cut by 75%.

Defended Magnesium Recycler in EPA Cost Recovery Action

Defended magnesium recycler in EPA cost recovery action in Pennsylvania including negotiating consent decree and private party allocation.

Successfully Resolved Matter for Company in OSHA Severe Violator Enforcement Program

Defended company placed in OSHA Severe Violator Enforcement Program (SVEP) involving combustible dust explosion and serious injuries. The case was settled with no willful violations and the company was removed from SVEP.

Antitrust and Compliance Reviews for Fortune 500 Manufacturer

Performed numerous on-site antitrust compliance reviews and training for a Fortune 500 multinational manufacturing and engineering services company. Involved travel with in-house counsel to numerous subsidiaries and allowed the client to achieve its compliance program goals and initiatives.

Citations Vacated for Client in Fatality Involving Construction Crane

Defended company in an OSHA evidentiary hearing involving a fatality on a crane. At the conclusion of the hearing, the Administrative Law Judge vacated all citations.

Citations Vacated for Client in OSHA Evidentiary Hearing

Defended company in OSHA evidentiary hearing in which company asserted that installation of wood trusses constituted steel erection. Administrative Law Judge agreed and vacated the citations.

No Prosecution for Client in Multiple Fatality Case Referred to the U.S. Attorney

Defended a company in a multiple fatality case that resulted in an OSHA referral to the U.S. Attorney for prosecution. After meeting with the U.S. Attorney, no prosecution resulted.

No Willful Violations in Case Involving Availability of Rescue Boat

Defended company in OSHA evidentiary hearing involving facility and availability of rescue boat. The Administrative Law Judge determined violation was not willful.

Defended Publicly Traded Company in Cleanup of VOCs, Lead

Represented publicly traded company performing environmental cleanup of VOCs and lead under the Unilateral Administrative Order at a wildlife refugee in Illinois that was a WWII ordnance plant.