Business and Corporate

Kean Miller's corporate and business attorneys have counseled clients in mergers, acquisitions, dispositions and agreements with aggregate transaction values in the billions. We assist our clients in developing corporate strategies that allow them to outpace the competition.

Our attorneys handle complex transactions, including entity formation and joint ventures, affiliations, mergers and acquisitions, private placements, securities, strategic alliances, real estate development, lease and financing. Our experience in representing local, national and international clients on a variety of corporate matters allows us to provide efficient and effective representation in all areas of corporate law, contracts and governance. This experience, combined with our intellectual property and tax expertise, provides our clients the full-service business advice required to achieve success in the modern marketplace. Kean Miller LLP is dedicated to providing counsel to Louisiana-based businesses, as well as Fortune 500 companies with significant operations in Louisiana and those interested in moving into Louisiana.

Representative Experience:

  • Negotiation of LLC Operating Agreement on behalf of one joint venture partner involving the ownership and operation of a project in excess of $3 billion including an 1100 mile natural gas liquids pipeline from West Virginia to Louisiana, a fractionation facility, storage facilities, an LPG terminal, and export facilities.
  • Representation of a publicly-traded outdoor advertising company in the $145 million acquisition of all of the stock of a privately held outdoor advertising company and its subsidiaries.  As a result of the transaction, the client acquired outdoor advertising assets in more than six states and approximately 75 employees.  The transaction was signed and closed on an expedited basis to help achieve the client’s overarching business goals.
  • Representation of a FORTUNE 500 healthcare services company in the sale of a Long-Term Acute Care hospital in West Jefferson, Louisiana.  Our team handled all corporate, business, and health care regulatory components of the transaction. 
  • Representation of offshore drilling company in its $45 million acquisition of nearly a dozen offshore drilling units, including coordination of foreign and domestic vessel registry, and application and procurement of various operating licenses, permits, and documentation. This representation included forming a corporate ownership entity and other critical business matters.
  • Lead outside counsel in the sale of the chemical business unit of global company to a private equity company. The transaction took the form of an asset transaction, and involved issues particular to the sale of an on-going industrial business, such as those relating to ERISA, unions, state and local taxes and environmental regulatory matters.
  • Representation of major refining and chemical companies in the formation of numerous “in plant” ventures.
  • Representation of a global refiner in a two-stage acquisition of a plastics plant.
  • Representation of a public company and the largest owner of outdoor advertising structures operating in 46 states, for over 75 years in hundreds of acquisitions, transactions and financing activities.
  • Project finance counsel for a Liquified Natural Gas (LNG) regasification receiving terminal in Cameron Parish, Louisiana. The facility will process 2.6 billion cubic feet per day. Kean Miller LLP represented the lenders in the transaction as Louisiana real estate counsel, Louisiana energy regulatory counsel, and Louisiana and federal environmental counsel.
  • Representation of a multi-state cooperative of retail grocers, in its general business, financing, acquisitions, intellectual property matters, and in construction issues for freezer expansions.
  • Representation of an advertising company in connection with the acquisition of outdoor advertising assets in various states from a competitor in exchange for approximately $40 million in cash.
  • Representation of a Fortune 500 company in connection with numerous acquisitions and dispositions, including the sale of certain assets in exchange for approximately $1.3 million in cash and the assumption of certain liabilities.
  • Representation of an advertising company in connection with the acquisition of outdoor advertising assets located in various states in exchange for approximately $49 million in cash.
  • Representation of a regional bank in connection with the acquisition of land and the proposed construction by its borrower of a multimillion dollar nursing home facility located in Arkansas.
  • Representation of a national retailer in the acquisition of pharmacies and in sales tax claims in the state of Louisiana.
  • Representation of a worldwide refiner with regard to its acquisition of the former Tenneco Refinery in Chalmette, Louisiana.
  • Representation as corporate counsel for numerous clients in providing opinions to support secured or unsecured financing activities.
  • Representation of a cafeteria chain in the preparation of acquisition documents and due diligence in connection with its $35 million purchase of local restaurants’ assets.
  • Representation of a national retailer as Louisiana counsel in its acquisition of a sixteen-store department store chain, and the subsequent formation of a national credit card bank.
  • Representation of a petroleum industry company and its shareholders in the sale of all stock to a global service provider. Negotiations focused heavily on the terms for escrowing of the purchase price to satisfy potential indemnity claims. Further adding to the complexity of the transaction were issues relating to foreign ownership of assets and filings under Hart-Scott-Rodino Antitrust Improvements Act.
  • Representation of a food service and retail company in the sale of assets to a New Iberia-based based food company. The multi-million dollar transaction included unique intellectual property, trademark, and copyright negotiations, as well as complex valuations of the nationally distributed marinade maker.
  • Representation of an oil and gas company, owned by a Swiss investor, in the sale of all of its oil and gas interests.
  • Representation of the lenders in the financing of a cogeneration facility at a chemical facility in Geismar, Louisiana.
  • Representation of an energy company in the construction and financing of a cogeneration facility in Carville, Louisiana.
  • Formation of risk management pools for the Louisiana Municipal Association.
  • Representation of major retailers in alcohol license issues throughout the state of Louisiana, including local permitting and licensing authorities in various jurisdictions.
  • Representation of a business owner in the sale of stock and membership interest in a reprographics firm and a real estate concern to a co-owner for over $1 million.
  • Representation of local real estate brokerage firm in the acquisition of $500,000 of the assets of another firm. Our representation included negotiation of the purchase agreement, preparation of employment agreements with key employees, and negotiation of the transfer of intellectual property rights.
  • Representation of an interstate transportation refueling and supply company in obtaining financing from a major lender. Our representation included the re-negotiation and drafting of leases and land use agreements involved with the project, and negotiation of the loan and security agreements with the lender.
  • Representation of regional meat processing company in connection with acquisition of multimillion dollar food processing facility.
  • Representation of a large new car dealership in the acquisition of another dealership, and in acquisitions of real estate.
  • Representation of a new car dealership in the transfer of controlling interest in the corporation, and in dealership agreement issues.
  • Representation of development stage e-learning company in connection with private equity financing.
  • Representation of a local businessman in connection with purchase of several franchised sandwich shops.
  • Representation of a local fast-food restaurant in the preparation of corporate organizational documents and general advice regarding business and real estate issues for a location in Baton Rouge.
  • Representation of a Louisiana industrial services contractor in the acquisition of a business by a domestic competitor. The transaction included various successor liability issues.

Areas of Expertise:

  • Acquisitions
  • Agreements
  • Alliances
  • Business reorganizations
  • Commercial and governmental contracts
  • Compliance
  • Contracts
  • Corporate governance
  • Creditors’ rights
  • Divestitures
  • Financing
  • Formations and corporate structure
  • Joint ventures
  • Liquidations and dispositions
  • Litigation and dispute resolution
  • Mergers
  • Mezzanine Financing
  • Real estate and leasing
  • Partnerships
  • Private placements
  • Securities
  • Stock options
  • Title insurance