Services Business & Corporate

Kean Miller’s business and corporate attorneys leverage their expansive experience to help local, regional, national, and international businesses with simple to complex contracts, structuring strategies, compliance initiatives, and transactions. We take the time to learn about our clients’ industries, needs, and goals and incorporate them into our custom legal advice on corporate governances, business structures, policies, risk management, compliances, and other aspects of business operations.

We work with businesses in the energy, petrochemical, maritime, healthcare, advertising, industrial services and supplies, finance, real estate, technology, entertainment and hospitality, and retail industries to structure, plan, draft, and execute entity formations, joint ventures, mergers and acquisitions, divestitures, commercial transactions, and leases. Additionally, our attorneys are able to proficiently provide advice and support concerning the financial aspects of deals and business transactions, including loan agreements, credit facilities, private placements, mezzanine financing, and loan workouts.  We also assist with securities law compliance.

We are proud to have earned the trust of Fortune 50 companies and local, closely-held businesses alike through our passion for client service and practical approach to the delivery of legal services. Our diverse and people-first business and corporate teams frequently collaborate with complementary practice groups, such as labor and employment, real estate, intellectual property, tax, and regulatory compliance, to provide well-rounded business advice that allows our clients to achieve success.

Areas of Expertise

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

Representative Experience

• Representation of a publicly traded advertising company in the acquisition and disposition of tens of thousands of home media assets across the country with an aggregate transaction value in the billions of dollars. Notable transactions and advice include the $458 million acquisition of more than 5,500 advertising assets across multiple states day-to-day advice on corporate governance operations.
• Represented a major international special chemical company in the drafting and negotiation of its supply, manufacturing, labelling, and packaging agreements.
• Representation of a family office in the negotiation of various finance trading platforms structured on rare assets in excess of billion-dollar valuations.
• Representation of national historic real estate redevelopment firm in the structuring of private placement investments and corporate governance organization.
• Representation of the largest fishing company in South Africa in a private placement investment of a US company to fund new eco-friend fishing technologies.
• Representation of an e-commerce platform and affiliated BBQ grill manufacturing entity in a joint sale of businesses to a private equity group.
• Lead counsel for various aircraft acquisitions, including negotiation of new aircraft acquisition contracts and related multi-party like-kind exchanges of aircraft.
• Representation of the largest fishing company in South Africa in a $382 million dollar transaction involving the outright purchase of a fish processing plant in Empire, Louisiana and a 25 percent stake in the fishing operation.
• 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 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.
• 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 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 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.
• 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 development stage e-learning company in connection with private equity financing.
• 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.