Antitrust, Corporate Governance and Major Contract Counseling
Serve as antitrust counsel and corporate secretary to major manufacturing joint venture of two competing companies. Involves antitrust compliance, governance matters, and negotiation and drafting of major contracts for construction and general procurement.
Utility Contracting and Joint Ventures
Represent utilities and large purchasers of electric power and natural gas in negotiation of contract for purchase and sale of energy and energy services. Includes traditional utility tariff relationships, as well as special contracts for solar renewable energy. Negotiation of significant electric generation joint venture agreements.
Franchising
Represent independent franchisees in financing, franchisor relationships, contracting, construction, leasing and related matters.
Federal Energy Regulatory Commission (FERC) Cases
Successfully handled major litigated rate case before FERC on behalf of utility purchaser of wholesale distribution service. Case established new ratemaking methodology through extensive hearing and resulted in substantial refunds and lower purchase rates for SKO client.
Midwest Independent Transmission System Operator, Inc. and Ameren Illinois Company, 148 FERC ¶ 61,206, Opinion 534 (2014)
Equity Offerings and Corporate Governance
Currently represent a software services company that provides a suite of management and IT solutions for financial institutions, designed to improve efficiency and compliance with federal regulations in connection with seed round and subsequent financings involving a large private equity funds.
Recapitalization and Restructuring of Financial Services Compliance Firm
Represented financial services compliance firm in all aspects of recapitalization and sale of multiple series of securities to private equity firm and other stockholders.
Sale of Financial Services Technology Business to Private Equity Firm
Represented sellers in negotiating and closing the sale of major high technology, financial services business. Included confidentiality and non-disclosure agreements, review of competing proposals by prospective purchasers; due diligence; negotiation and closing of all purchase agreements with well-known private equity firm buyer.
Class Action, Telecommunications, Public Utility, Taxation & Consumer Protection
SKO represented a class of more than 450,000 members in U.S. District Court challenge to overcharges/tariff violations by regulated telecommunications carrier. SKO obtained summary judgment on federal overcharge claims for class members and protected class certification by defeating an interlocutory appeal to the U.S. Sixth Circuit Court of Appeals. SKO also prevailed for class members in a collateral state utility commission proceeding on issues referred by the District Court. Settlement approved by District Court in November 2013 included cash refunds to all class members. Bowers v. Windstream Ky. East, LLC, 2013 U.S. Dist. LEXIS 157242 (W.D. Ky. 2013).
Antitrust, Robinson-Patman Act
Successfully defended manufacturer of lawn and garden equipment against Robinson-Patman Act claims in distribution before Sixth Circuit and District Court. New Albany Tractor, Inc. v. Louisville Tractor, Inc., 650 F. 3d 1046 (2011); New Albany Tractor, Inc., v. Louisville Tractor, Inc., 2010 U.S. Dist. LEXIS 352, (U.S.D.C. W.D. Ky. 2010).
Federal and State Regulation, Telecommunications
Obtained favorable ruling in interconnection dispute between major telecommunication carriers, prevailing before Sixth Circuit, District Court, and Kentucky Public Service Commission. BellSouth Telecomms., Inc. v. Goss, 142 Fed. Appx. 886 (6th Cir. 2005).
Antitrust, Telecommunications
Successfully defended telecommunications carrier in Sixth Circuit and District Court against antitrust and related claims in suit brought by prison inmates. Daleure v. Kentucky, 269 F. 3d 540 (6th Cir. 2001); Daleure v. Kentucky, 119 F. Supp. 2d 683 (U.S.D.C W.D. Ky. 2000).
Antitrust, Constitutionality of State Law
Kendrick brought action on behalf of a major grocery chain claiming Sherman Act and Kentucky Constitution violations by a state agency in Kentucky Milk Mktng. & Antimonopoly Comm’n. v. Kroger Co., 691 S.W.2d 893 (Ky. 1985). The result invalidated state statutes regulating milk marketing.
Injunctive Relief, State Insurance Regulation
Obtained injunctive relief for major retailer of vision care products against major insurer of vision care for violation of state “any willing provider” law. Dr. Mark Lynn & Assocs., PLLC v. Vision Service Plan Ins. Co., 2005 U.S. Dist. LEXIS 24820 (U.S.D.C. W.D. Ky. 2005).
Sale of Natural Gas Production Interests
Represented sellers of significant natural gas production interests in series of large transactions with strategic buyers. Included negotiation with multiple prospective purchasers, NDAs, due diligence, regulatory issues, negotiation and closing of all purchase-related agreements.
Competing Venture by an LLC Member
When a minority member of an LLC organized a competing venture, SKO brought suit and obtained injunctive relief on behalf of our client based upon minority member’s breach of his statutory duty of loyalty. After a two-week jury trial, obtained favorable settlement for client.
LLC Member’s “Salary”
When a terminated member argued that he was still entitled to his “salary,” SKO prevailed in the lawsuit, demonstrating that the “salary” was a distribution and that under state law the LLC was prohibited from making a distribution under existing circumstances.