Dinsmore & Shohl LLP

Transactions and Corporate Experience
Dinsmore & Shohl LLP’s attorneys routinely represent clients engaged in every facet of the ownership, development, leasing, extraction, transportation, purchase, and sale of mineral reserves and other natural resources. The attorneys in the firm’s Natural Resources Practice Group offer a broad depth of experience and services in dealing with the unique problems and issues faced by the mining and resource industries.

Our natural resources attorneys regularly handle the negotiation and drafting, as well as the interpretation and - when necessary - arbitration or litigation of every type of contractual arrangement common to the industry. These typically include long-term supply contracts, mineral and surface deeds and leases, merger or acquisition agreements, contract mining agreements, and transportation arrangements. We also routinely represent both borrowers and lenders in all types of financing arrangements utilized in connection with the industry. This includes assisting our clients in work-out situations or with the orderly disposition of assets pursuant to the financing agreements when the mining operations do not perform as expected.

Our attorneys, several of whom are nationally recognized in the area of natural resources law, have handled every aspect of the transfer of property and mining interests from simple lease assignments for individuals in Appalachia, to complex stock purchase agreements between South African and British interests. We can assist in each phase of any of these transactions, from planning and organizing data rooms, conducting large-scale due diligence reviews, obtaining all necessary approvals and consents, to arranging and negotiating necessary financing and negotiating, drafting and closing the final agreements.

Environmental Regulation and Litigation
Mineral development has long been one of the most heavily regulated and scrutinized industries in our economy. The attorneys in our Natural Resources Practice Group have substantial experience in helping clients sort through this maze of regulatory requirements, including providing counsel on all aspects of resource development, entailing representation before various state and federal administrative agencies, courts, and legislative bodies. As a part of this regional practice, we regularly provide assistance in interpreting and applying the myriad environmental and related regulatory programs which govern the mining of coal, and have represented private companies and trade associations in several landmark court cases affecting the coal industry. Our attorneys are also involved in defending clients against civil actions involving alleged mining-related damages, and citizens' suits claiming violations of federal and state statutes.

Like all of the attorneys at Dinsmore & Shohl LLP, our natural resources attorneys are particularly sensitive to the needs of our clients in order to achieve the best results in a practical, cost-effective manner. We will not recommend complicated solutions to routine problems, and our experience in this field of law has trained us to recognize and recommend the answer that best addresses the problems faced by our clients.

Representative Experience

Coal Company
Real Estate and Contractual Matters
Our firm represents a West Virginia Coal company handling the transfer of real estate, contracts and associated permits.

Natural Gas Development and Exploration Company
Real Estate / Commercial Loan Transaction
Counsel to publicly-traded natural gas development and exploration company in connection with sale of natural gas interests located in numerous Kentucky counties, including secured seller financing.

Large Metals Processing Company
NPDES Permit
Negotiation of terms of a new NPDES Permit and approvals to "recycle waste" without formal permit. 

Rum Creek Coal Sales, Inc.
Rum Creek Coal Sales, Inc. v. Caperton
Case related to state trespass statute 

Coal Operator
Coal Operator / West Virginia Office of Miners' Health and Safety Training
Defense of alleged failure to timely report accident pursuant to West Virginia Code Section 22A-2-66 for water inundation resulting in significant reduction in penalty 

Past or current subsidiaries of Foundation Coal, Peabody Energy, Pittston, Massey Energy, Patriot Coal Corporation, Magnum, Arch Coal, Alpha Natural Resources, Pen Coal and Island Creek
Representation of Energy Industry Companies
Various labor and employment issues 

Large National Coal Company
Anonymous Plaintiffs v. Large National Coal Company
Declaratory judgment suit involving claims of breach of contact, fraud, misrepresentation, and tortious interference with contract 

Various Coal Companies
Mine Safety and Health
Representation of coal companies in matters related to mine safety and health 

In-House Counsel for Large Coal Company and in Private Practice
Mine Safety and Health
Counsel for large and small companies as well as individuals pertaining to notices of contest, civil penalty challenges, § 110(c) investigations and § 105(c) discrimination complaints 

MHC, Inc.
MHC, Inc. v. UMWA
RICO case brought as a result of UMWA violence 

Kanawha River Terminals, Inc.
Murphy v. Kanawha River Terminals, et al.
Defense of trucking accident suit which included allegations of civil conspiracy 

Large Appalachian Underground Coal Producer
Mining Rights Enforcement
Represented client in litigation to enforce its rights to access surface of property to exercise necessary mining rights.

Multiple Clients
Mining Damage Claims
Defended local coal clients on multiple damage claims related to mining.

The American Coal Sales Company
The American Coal Sales Company vs. RAG American Coal Sales Company
Represented Plaintiff in litigation involving claims of deceptive trade practices, unfair competition and trade name infringement 

Large Appalachian Coal Sales Company and Producer
Substantial Amendment and Restatement of Long-Term Coal Supply and Transportation Agreement
Provided counsel to assist with commercial negotiations and preparation of documentation to memorialize the deal agreed upon 

Large, Small and Medium Size Underground and Surface Coal and Non-Coal Producers
State Coal-Non-Coal Mine Permitting (Pennsylvania)
Representation in securing necessary permits to operate coal and non-coal underground and surface coal mines in Pennsylvania. 

Several Large Coal Companies
West Virginia Flood Litigation
Representation of coal mining companies in suits involving issues of premises liability and nuisance as a result of flooding 

Wellmore Coal Corporation
Wellmore Coal Corp. v. Federal Mine Safety & Health Review Commission
Mine safety and health discrimination 

Coal Company
U.S. v. Coal Company
Suit involving charges of criminal violations of health and safety standards 

Small Appalachian Coal Producer
Start-Up of Underground Mine at Greenfield Site
Commercial transactions involved in the start-up of underground mine at greenfield site 

Oak Grove Resources, LLC
Secretary of Labor Mine Safety and Health Administration (MSHA) v. Oak Grove Resources, LLC. Docket No. SE 2007-194, A.C. No. 01-00851-109935
Case involving allegations of significant and substantial, high gravity and moderate negligence violation of 30 C.F.R. 30 C.F.R. § 75.604(b) 

Large Appalachian Coal Producer
Sales and Purchases of Coal Mining Company Assets
Sales and purchases of coal mining company assets and on-going operations 

Appalachian Coal Broker
Sales Agreements, Agency, Brokering and Security Agreements for Substantial Coal Brokering Firm
Various coal sales and transportation agreements for substantial coal brokering firm 

Markfork Coal Company
Secretary of Labor, Mine Safety and Health Administration (MSHA) v. Marfork Coal Company, Inc., Docket Nos. WEVA 2006-788-R, WEVA 2006-789-R, WEVA 2006-790-R
Appeal of ALJ decision to dismiss notices of contests filed by mine operator pursuant to section 105(d) of the Federal Mine Safety and Health Act of 1977 

Solid Energy Mining Company
Secretary of Labor v. Solid Energy Mining Company
Reduction to Non S/S for 104(a) S&S Citation Numbers 6645303 and 6645306 under the Federal Mine Safety and Health Act of 1977, 30 U.S.C. 815 

Kingwood Mining Company, LLC
Secretary of Labor v. Kingwood Mining Company, LLC
Reduction of 104(d)(2) Order under the Federal Mine Safety and Health Act of 1977, 30 U.S.C. 815 alleging a violation of 30 C.F.R. 75.1722 (mechanical equipment guards) 

Big Sandy Company, L.P.
Big Sandy Company, L.P. v. Sidney Coal Company and Cliffs Mining
Breach of contract 

Mid-Size Appalachian Basin Aggregate Producer
Army Corps of Engineering Permitting (West Virginia)
Represented a dredging company in connection with securing new approvals from the State of West Virginia and the Army Corps of Engineers to conduct commercial sand and gravel dredging operations in Ohio River downstream of Pennsylvania. 

Western Pennsylvania Dredgers Group
Army Corps of Engineering Permitting (Pennsylvania)
Represented 3 dredging companies in connection with securing permits to dredge for gravel in Ohio and Allegheny Rivers. 

Multiple Clients
Coal Supplier Claims
Argued, defended and prosecuted force majeure and breach of contract cases on behalf of coal suppliers.

Out of State Entrepreneur
Coal Licensing
Negotiation of an option to lease and lease of properties to enable a new deep mine to be opened. 

Large Appalachian Underground Coal Owners
Coal Bed Methane Gas Production
Representation in connection with efforts by local taxing authorities to impose ad valorem real estate tax on coal bed methane gas under Pennsylvania State law. 

Arch Coal
Arch Coal v. Tuco, Inc.
Declaratory judgment for anticipatory breach and repudiation of contract arising out of a dispute over a re-pricing provision in a long term coal supply agreement.  The value of the contract was in excess of $100 million. 

American Energy Corp.
American Energy Corp. v. Charles Datkuliak, et al.
Gas well owner objected to mining coal by client 

Bluestone Coal Corporation; Speed Mining, Inc.
Agency Negotiations; Administrative Litigation
Issues related to proposed shallow gas wells near coal mining operations 

Atlantic Development & Capital LLC
Acquisition of Coal and Related Assets
Acquisition of coal and other assets totaling $80 million 

Coal Producer
Coal Producer v. Electric Utility
Arbitration of a dispute over the propriety of a claimed force majeure, and the liability for the cost of purchasing substitute coal for the coal not delivered by the client. The amount at issue was in excess of $75 million. 

Large National Coal Company
Large National Coal Company v. Power Producer
Declaratory judgment suit involving claims of breach of contact 

Publicly Traded and Privately Held Companies
Arbitration
Chief Arbitrator for substantial disputes involving coal reserves, leases, sales, preparation and recovery agreements, as well as non-coal related commercial disputes 

Coal Company and Its Pittsburgh Counsel
Expert Witness
Provide expert witness testimony in coal contract dispute 

Speed Mining, Inc.
Environmental Compliance Counseling; Litigation
Issues related to identification and treatment of unfound oil and gas wells in course of longwall mining operations 

Eastern Associated Coal Corporation
Eastern Associated Coal Corp. v. United Mine Workers of America, District 17, et al.
Case involving issues of public policy, arbitration, and termination for drug use 

Large Appalachian Coal Producer
Long-Term Extension to Coal Supply and Transportation (Rail and Barge Pieces) Agreement for Large East Coast Utility
Assisted President of Sales Company with commercial negotiations and preparation of documentation to memorialize the deal agreed upon 

Fortis Capital Corp. and Banco Bilbao Vizcaya Agentaria, S.A.
Loan Closing and Due Diligence
Loan closing and due diligence with respect to wind energy project 

Fortis Capital Corp.; Banco Bilbao Vizcaya Agentaria, S.A.
Loan Closing and Due Diligence
Loan closing on $125,000,000.00 loan to finance Phase II of the NedPower Mount Storm Wind Energy Project, multi-faceted review of complex transaction; environmental and real estate due diligence for lenders 

Coal Operator
Coal Operator / West Virginia Office of Miner's Health and Safety Training
Defense of alleged failure to timely report accident pursuant to West Virginia Code Section 22A-2-66 resulting in dismissal of violation 

Large Natural Resources Company
Corporate Merger
Corporate merger of operating divisions involving a coal producing company with annual revenues in excess of $2 billion. 

Commercial Borrower
Commercial Loan Transaction
Borrower’s counsel in $150-million credit facility secured by leased mineral reserves located in Kentucky and West Virginia, as well as inventory and receivables associated with mining operations.

Commercial Lender
Commercial Loan Transaction
Lender’s counsel in $55-million credit facility funding the acquisition of owned and leased mineral interests located in southeast Kentucky and Tennessee.

Royal Coal Company
District 29, UMWA v. Royal Coal Company
Case involving company's obligation to provide health benefits to retired and disabled miners

Appalachian Underground Coal Operators
Defense of Mine Subsidence Damage Claims
Represented several large underground coal operators which were alleged by property owners of having caused subsidence damage to either their property/structures or water supplies in numerous proceedings before administrative agencies in Pennsylvania and Maryland. 

Calyon New York Branch
Credit Agreement
$80,000,000 credit agreement related to financing of coal company 

Dinsmore & Shohl LLP values and promotes diversity in the workplace, the profession and the community. Dinsmore & Shohl LLP sponsors and participates in a variety of programs, that assist minority and women law students seeking both summer and full-time employment. The firm’s attorneys also devote many volunteer hours to both minority law programs and community service.

A Diversity Committee has been established at the firm. The committee has developed a strategic plan that is reviewed annually.

A sampling of the firm’s efforts in these areas include:

The Dinsmore & Shohl LLP Workforce
Over the last 15 years, 91 minority attorneys have joined the Firm. In the last few years, nearly 25 percent of summer hires have been minority students. Two women serve on the Firm’s board of directors and practice management committee. Today, 50 women are partners and 70 are associates. The Corporate Department is chaired by a woman and women chair three Firm committees.

Our Recruitment efforts include participating in Minority Job Consortiums, hosting and attending receptions for minority law clerks and students and conducting on-campus interviews at predominately African-American law schools.

The Dinsmore & Shohl LLP Women’s Leadership Forum promotes the firm’s women attorneys in the community while addressing issues that may be exclusive to them; the Dinsmore & Shohl Leadership Academy provides professional development for all associates.

The Law Profession
Dinsmore & Shohl LLP participates in the BLAC-CBA Round Table (Black Lawyers Association of Cincinnati and the Cincinnati Bar Association). One of the firm’s minority partners serves as co-chair of the BLAC-CBA Round Table Recruiting Committee. Dinsmore & Shohl LLP also participates in the Cincinnati Clerkship Plan Program. The Clerkship plan is a commitment by many of Cincinnati's major law firms and corporations to hire at least one first year minority law student each summer.

The BLAC-CBA recognized Dinsmore & Shohl LLP’s efforts to promote diversity in the legal profession by presenting Dinsmore with the "Forward Together Award".

Each year the firm organizes a mock interview program for first year minority law students from the University of Cincinnati and The Salmon P. Chase School of Law at Northern Kentucky University. 

Michael Hawkins and Michael Newman received awards from the Black Lawyers Association of Cincinnati for creating the Sherman Scholarship, which is presented to a minority law student at The Salmon P. Chase School of Law who will work in public service upon graduation.

Sarah Ghiz Korwan represented the firm at the 2006 Minority Corporate Counsel Association's annual meeting.

Colin Hugh Lindsay and Erica A. Lee serve on the Diversity Task Force of the Louisville Bar Association. Among other initiatives, the Task Force awards an annual scholarship to a minority law student, and makes its annual Trailblazer Award to an individual who has contributed to diversity in the profession.

The Community
Dinsmore & Shohl LLP’s community relations efforts focus on community youth activities, including education and assistance programs for a diverse cross-section of children in the eight cities where our attorneys work and live.

Calvin D. Buford managed the Cincinnati USA Regional Chamber's Minority Business Accelerator. The Business Accelerator creates opportunities for minority owned companies to do business with the many major corporations in the area through joint ventures and mergers.

Jon L. Fleischaker received the 2006 Meritorious Service Award from the Louisville Branch of the NAACP for providing many hours of pro bono legal services in the area of First Amendment/Open Records Requests.

Dinsmore & Shohl LLP supports minority fundraising events, such as the National Black Law Students Association Midwest Region Convention and the BLAC-Annual Scholarship and Awards Banquet.

Dinsmore & Shohl LLP was a sponsor of the Muhammad Ali Center's Grand Opening Gala in Louisville, Kentucky. The mission of the Muhammad Ali Center is to preserve and share the legacy and ideals of Muhammad Ali, to promote respect, hope, and understanding, and to inspire adults and children everywhere to be as great as they can be.

Dinsmore & Shohl LLP sponsored the Diversity Program for the Cincinnati USA Regional Chamber's C-Change leadership program. C-Change is designed to provide business connections for young professionals and established leaders in the Cincinnati business community.

Dinsmore & Shohl LLP is a sponsor of the First Tee Program. The organization's mission is to impact the lives of young people by providing learning facilities and educational programs that promote character development and life-enhancing values through the game of golf. The firm also supports the organization by providing program volunteers.

Dinsmore & Shohl LLP collaborates with the Otto Armleder School in Cincinnati providing educational programming, mentoring and financial assistance.

Dinsmore & Shohl LLP will continue its efforts to create an inclusive environment where all individuals are valued, in our workforce and in the communities in which we work.