Experience

Advising on Application of National Security & Investment Act 2021 to Acquisitions

Advising on the application of the National Security & Investment Act 2021 to numerous acquisitions in key sectors of the U.K. economy covered by the mandatory notification regime.

Advising on EU Competition Law for Direct Marketing Firm

Advising a major direct marketing company on the competition law aspects of its EU e-commerce strategy and distribution policies.

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.

Competition Law Issues Related to Acquisition

Advising a major industrial conglomerate in relation to the competition law issues in relation to its acquisition of technology and its licensing strategy.

Shareholders Dispute for Ultra High-Net-Worth Individual

Advised an ultra high-net-worth individual in a significant multi-jurisdictional shareholders dispute.

Acting for Purchasers of Regulated Business

Acting for purchasers of FCA-regulated businesses and drafting and submitting a change in control applications under S178 of FSMA 2000.

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 Action 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.

Merger Clearance for Car Rental Firm

Acting for a major car rental firm in obtaining unconditional merger clearance from the Competition & Markets Authority in respect of the acquisition of a specialist automotive software company.

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.

Competition Law Compliance for Pharma Company

Acting for a major pharmaceutical company in relation to competition law compliance advice on its pricing, discounts and rebates policies.

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.

Representation of Contractor Before State Environmental Agency in Compliance Matters

Assisted in the representation of a general contractor before a state environmental agency in connection with compliance matters and response actions to environmental contamination.

Advising U.S. Construction Equipment Manufacturer on Sale, EU Clearance

Advising a major U.S. construction equipment manufacturer in relation to the disposal of its port handling equipment business and obtaining clearance before the EU Commission.

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%.