Manufacturing and Distribution

We have experience addressing legal needs across numerous areas of law. Our manufacturing-specific experience includes the following:

Corporate

• Represented global window and door manufacturer in $1 billion investment by private equity firm.
• Represented a manufacturer of titanium investment castings in its sale for $127 million. The sale included several complex components, including a restructuring of the client to exclude a line of business from the sale and ongoing supply and services arrangements.
• Represented one of the world’s largest providers of machine tools in its strategic acquisition of a laser manufacturer.
• Represented an automated turfgrass harvesting equipment company in obtaining $3.8 million in combined debt and equity financing.
• Represented a mattress company in several financing transactions including a preferred stock financing for over $10 million.
• Represented metals recycling company in its $3 million sale of substantially all of its operating assets located in Alaska. As part of the transaction, the recycling company entered into an exclusive supply agreement in which it will purchase all scrap metal produced in Alaska by the acquiring entity. We also assisted the recycling company with its credit facility.
• We have represented Woodgrain Millwork, Inc. in all their corporate work, including M&A and finance work, for over 20 years.
• Represented industrial goods and metal fabrication company in: (1) acquisition of German pipe manufacturer with operations to produce piping components in the U.S., (2) $45 million acquisition of all of the outstanding capital stock of company specializing in 3D printing metal and additive manufacturing, and (3) completion of a public debt offering in a registered shelf take-down.
• Represent a publicly traded semiconductor company in joint development and licensing arrangements, contract manufacturing agreements with suppliers, and sales/distribution agreements.
• Represented complex metal components manufacturer in negotiating power services contract, water contract, gas distribution contracts, and an anchor tenant agreement for the expansion of a new interstate pipeline—all in support of a new machining factory in South Carolina.
• Represented a leading manufacturer of polycrystalline diamond cutters in connection with the negotiation and drafting of numerous commercial agreements between the manufacturer and its customers, suppliers, and other entities, some of which include Fortune 500 companies.
• Serve as corporate counsel for Oregon-based company that designs, develops, and manufactures highly engineered wear parts and replacement products used in mining, infrastructure development, power generation, and industrial applications in a range of matters involving, among others, a major recapitalization, an initial public offering, significant M&A activity, internal investigations, executive compensation arrangements, and corporate governance matters.

Litigation

• Represented a vehicle manufacturer in product liability litigation involving a variety of automotive component parts, including airbags, headrests, and seat restraints.
• Represented a manufacturer of fasteners for installation in airplanes against allegations that thousands of installed fasteners were missing a component intended to enhance corrosion resistance.
• Represented the purchaser of a manufacturer of pipes for use in the oil and gas industry in an indemnity action against the company’s former owners. The 5,300 meters of nickel-alloy pipes at issue, installed off-shore, were manufactured in violation of internationally recognized standards and, as a result, failed contractually-mandated technical specifications, making them prone to cracking and failure.
• Represented the producer of an energy drink against allegations brought by three state attorneys general that its advertising was misleading.
• Prevailed on behalf of a steel manufacturer in a matter concerning unpaid loans and were awarded judgment. The debtor thereafter filed for bankruptcy, and we filed an adversary claim in bankruptcy court to avoid the discharge of our client’s judgment against the debtor. We continue to act as outside general counsel for this manufacturer, counseling them with regard to litigation avoidance.

Environmental and Safety

• Friends of Great Salt Lake v. Utah Division of Water Quality - Assisted industrial metal manufacturer with NPDES permitting and the subsequent appeal of the permit
• EPA & Utah DEQ - Assisted numerous manufacturers/owners of contaminated properties achieve cleanup, closure and liability releases through various voluntary cleanup programs, no further action protocols and other cleanup programs.
• OSHA/CSB v. Silver Eagle - Assisted client in facilitating OSHA and CSB inspections relating to refinery explosion and associated incident and NEP inspection, and defended resulting citations.
• Represent industrial goods and metal fabrication company with respect to all facets of environmental compliance at multiple facilities located throughout the U.S.
• Provide environmental compliance counsel for vehicle and truck manufacturer, including representation in air and water permitting matters, enforcement matters, site cleanups, and the various environmental issues that arise in transactions relating to its facilities.
• Represent ceiling and wall products manufacturer in connection with a complex contaminated site in Oregon, and assist client with its claims against other liable parties in bankruptcy court and against its insurers, including litigation in Oregon.
• Provide global advanced material producer with ongoing permitting, regulatory, and citizen-suit enforcement defense support around air, water, hazardous waste, and cleanup for the company’s Oregon-based glass fiber plant—the primary source of glass fiber for the company’s significant, international auto battery and filter operations.
• Represent a railroad tie treating plant in putative class action litigation. Property owner alleged diminution in property value and impact to property use and enjoyment arising out of odor emissions from the plant.
• Assist coalition of manufacturing businesses negotiating new air toxics regulatory program.
• Represent engineered steel products producer in a lawsuit against 13 insurers to obtain insurance coverage for claims arising out of a Superfund site.
• Represent industrial clients in advocating solutions to regulatory agencies as they formulate guidance and regulation.
• Guided wholesale supplier of commercial and residential plumbing supplies through a PCB (polychlorinated biphenyls) contaminated site cleanup to address contamination from a prior owner; filed insurance claims that recovered the costs of the cleanup work.
• Defended aerospace company with regard to nuisance odor enforcement action, including representing the company before hearings board and negotiating Order for Abatement.
• Obtained insurance coverage for environmental claims for numerous industrial and manufacturing clients.
• Assisted metals processor through extended OSHA investigations, including responding to requests for information, establishing parameters for walk-arounds, and preparing employees for OSHA investigation.
• Defended against numerous and significant, serious and willful OSHA citations in connection with oil refinery explosion and fire.
• Represented manufacturer of solar panels and equipment in various Consumer Product Safety Commission issues related to recalls and fires.

Labor and Employment

• Represented a pulp and paper mill in connection with OSHA compliance and enforcement actions, whistleblower allegations, accident investigations, hazardous piping inspection, and associated citations in Washington, Utah, and California.
• Represented a manufacturer of investment cast structural components in a case involving threats of violence in the workplace, in which a former employee alleged violations of Oregon’s disability law and the FMLA. The case resulted in a favorable, precedent-setting decision.
• Represented manufacturer of natural and organic cereals in responding to letter regarding alleged noncompliance with company’s industrial stormwater discharge permit under the federal Clean Water Act and Oregon law, as well as with OSHA issues.
• We provide a large manufacturer of steel pipe water systems with advice and counsel on employment issues, including claims arising under OFLA, FMLA, ADEA, and Title VII.

Employee Benefits

• Assist a global manufacturer and marketer of differentiated chemicals with a wide variety of matters relating to its employee benefit program, including revising and restructuring of pension plans, 401(k) plans, medical plans, and deferred compensation arrangements for key employees in accordance with business needs.
• Serve as benefits counsel to worldwide, diversified manufacturer of complex metal components and products. Handle employee benefit matters for approximately 25,000 U.S. employees, including qualified plan design and administration, nonqualified deferred compensation, health care reform compliance, and health and welfare plan design and administration, as well as the employee benefits work involved in mergers, acquisitions and sales of other corporate entities. Represented subsidiaries in OSHA compliance issues worldwide.
• Counsel manufacturers of commercial vehicles and trucks with over 20,000 U.S. employees on ERISA matters, advising on the full range of employee benefits matters. Advise on changes to both pension and health and welfare programs in response to union negotiations. Review third party contracts and analyze investment alternatives for the company master trusts, with more than $2 billion in assets.

Intellectual Property

• Represented manufacturer of lasers for precision industrial and scientific research applications in enforcing a patent against a competitor.
• Developed U.S. and global patents for more than 40 different technologies for a world leader in the manufacture of microporous polyethylene battery separator material.
• Represented the nation’s leading supplier of automated traffic enforcement technology in patent litigation against a competitor in multiple jurisdictions. The case resulted in a judgment of patent infringement, validity, and enforceability in favor of our client; the entry of a permanent injunction against the competitor; and the assignment of the competitor’s own patent portfolio to our client.
• Represented manufacturer of print and digital document technology products in three related lawsuits concerning the manufacture, distribution, and marketing of solid ink supplies for use in its color office printers. Final judgments of patent infringement, validity, and compliance with antitrust laws were entered in the manufacturer’s favor in all three cases, with an injunction prohibiting further infringement of its patents.

Real Estate and Construction

• Represent Woodgrain Millwork on environmental, real estate, and land use matters at all of its facilities within Idaho. We also successfully assisted Woodgrain in property tax assessment appeal to the state tax commission within the past year.
• Represented a chemical manufacturer in the construction of a combined heat and power cogeneration plant.
• Represented a global manufacturer of metal parts, castings, and components for industrial machinery in the expedited sale of its approximately 23-acre main plant property located in Oregon.
• Represented a steel pipe fabricator and distributor (owner) in a dispute with a contractor involving the construction of an industrial building. Our client terminated the contractor for cause and the contractor asserted a claim of nearly $1 million. The matter was arbitrated, and our client was awarded a net $300,000.
• Represent a metal parts manufacturer in its corporate acquisitions work, including due diligence on leased and owned real property and purchases separate from the stock on most transactions. We also assist with general real estate matters, including lease negotiations, renewals and surrenders, lease disputes, and property acquisitions and dispositions. We assisted a subsidiary of this client in negotiating a new headquarters lease. We assisted another subsidiary in an $800,000 maintenance dispute.
• Represent a metal parts manufacturer in a dispute against the former owners of a pipe manufacturing company that was purchased by our client. After the sale, our client learned that the former owners had installed defective pipe on an oil extraction project in the Middle East. Our client was required to manufacture replacement pipe and, in addition, was presented with a $20 million claim from the contractor for the cost of removing the defective pipe and installing the replacement pipe. We resolved the contractor claim on terms favorable to our client and now represent our client in an arbitration claim seeking full recovery of the costs incurred.