Business Law

Overview

Our business lawyers understand that a complex marketplace brings critical challenges and opportunities at every turn. Wherever legal perspective, counsel, and representation are critical, Liskow & Lewis lawyers bring deep experience to the concerns of clients in Louisiana, Texas and throughout the region.

Banking

Liskow & Lewis banking lawyers represent lenders, borrowers and out-of-state institutions in financing transactions in Louisiana and Texas. We structure and close secured and unsecured loans and letter of credit transactions, and prepare bank loan policies and documentation procedures guidelines.

Our lawyers advise on regulatory compliance, environmental liability and general lender liability. Additionally, we help clients with workout, bankruptcy, and general creditor’s remedies. We regularly provide counsel to the Federal Deposit Insurance Corporation concerning the insolvency of banks and thrifts and the recovery of assets of failed financial institutions.

Business Entities

Selection of the proper business entity is a critical step for an organization. Our business lawyers offer comprehensive tax advice as well as guidance regarding the formation of corporations, partnerships, limited liability companies and other business entities.

Corporate Trust

Our firm represents corporate trustees in both tax-exempt and general corporate bond transactions, escrow transactions, sale leasebacks, royalty trusts and other similar transactions. We collaborate with our corporate trust clients to achieve timely and efficient solutions to their legal needs.

Disaster Recovery

In the wake of a natural or man-made disaster, Liskow & Lewis lawyers assist clients with disaster recovery plans. This includes advising clients who are closing non-productive businesses, providing counsel regarding contract compliance, potential breach of contract, and creation of new businesses. We also offer advice regarding private and government financing sources and disaster relief assistance programs. Our attorneys also can assist with contractual interpretation and advice regarding insurance and responsibility for losses to property in transit or pending sale at the time of the destruction.

Gaming

We represent casino operators in acquiring existing operations, applying for newly-issued casino licenses and litigating matters connected with gaming ventures and gaming regulatory agencies. Our attorneys also advise gaming operators on the legal implications of gaming operations conducted on water.

Intellectual Property

Our intellectual property lawyers help clients in the selection and registration of trademarks and copyrights, as well as the protection of trade secrets and other proprietary information. Our attorneys also litigate disputes, assist with licenses and other contracts affecting intellectual property, as well as security interests affecting intellectual property.

Mergers & Acquisitions

In our role as advisors during mergers of entities and acquisitions and divestitures of property, we routinely draft stock and asset acquisition agreements and related transfers, merger and re-organization agreements, non-competition agreements and other related documents. Our firm’s experience in tax, business entities, real estate, contracts, intellectual property, secured lending, employment law, employee benefits, and environmental issues enables us to manage the necessary due diligence involved with mergers and acquisitions efficiently and successfully.

Non-Profit and Charitable Organizations

Over the last several years, regulatory emphasis and economic pressures have dramatically changed the landscape for nonprofit organizations, foundations and tax-exempt entities and Liskow & Lewis’ nonprofit and charitable organization practice group has counseled its clients every step of the way.  Whether obtaining public charity status for culturally significant gardens and other landmarks to providing structuring advice for the development and operation of a multi-million dollar venture of a world renown museum to representing a large tax-exempt entity before the Internal Revenue Service in its successful efforts to convert from a private foundation to a public charity, the practice group has extensive experience in all aspects of nonprofit organization and operation. 

Liskow & Lewis lawyers have represented hundreds of nonprofit organizations, including colleges, educational organizations, family and corporate foundations, fine arts and cultural organization, hospitals and health care organizations, religious organizations, universities, and other charitable or nonprofit organizations.  Our team counsels clients on a wide range of issues, including charitable giving and planned giving programs, endowment funds, foundation governance, and fundraising, as well as tax matters such as intermediate sanctions, joint ventures, private inurement and unrelated business income.

Secured Transactions

Our business group represents commercial lenders and borrowers in almost every conceivable type of secured transaction. Our long tradition of excellence in marine finance and energy lending includes loans for exploration and production companies and mid-stream companies active in onshore and offshore areas.

The firm’s resume includes financing the infrastructure for Louisiana’s gaming and hospitality industries, comprising the financing of professional sports franchises, hotels, shopping centers and restaurants.

Recent transactions involved secured financings for mineral assets and infrastructure, aircraft company acquisitions, cell phone towers, horse racing tracks, grocery stores, automobile dealerships, mortgage companies, medical centers and manufacturing facilities. Aspects of this practice include project finance, mezzanine finance, equipment leasing, intellectual property financings, production payments and general asset-based lending transactions.

We also counsel banks and out-of-state lenders with attachment and perfection issues involving Louisiana’s versions of UCC articles 8 and 9 and issues involving Louisiana’s unique laws concerning secured transactions and immovable (real) property.

Securities

The firm provides a broad range of advice on securities to broker-dealers, oil and gas exploration and production companies, national banks, investment partnerships and registered investment advisors.

We prepare disclosure and corporate documents, handle contract and regulatory filings, interpret federal and state securities laws and represent clients before the Securities and Exchange Commission and Louisiana Commissioner of Securities.

Our securities practice includes matters relating to mergers and acquisitions, broker fiduciary and suitability issues, investment advisor and investment company regulations, fiduciary and trust issues, corporate trust and indentures, private placements, FINRA regulations and requirements and public filings such as 10Ks, 13Gs and 13Ds, and rules 144 and 145.

Environmental Projects

Nationally recognized for our environmental law practice, the Liskow & Lewis team is experienced with chemical, manufacturing, and LNG projects, advising and assisting in issues related to compliance, financing, taxation and all aspects of project development. 

Utilities

Liskow & Lewis lawyers assist clients with a broad range of federal, state and local utility related matters. We represent large companies before the Louisiana Public Service Commission in complex rule making and adjudicatory issues arising from electricity and telecommunications regulation. Additionally, we represent oil and gas pipeline companies and transportation firms with tariff and compliance problems.

Our lawyers advise oil and gas companies, chemical and refining firms and unregulated affiliates of out-of-state and international electric public utilities in a wide range of electricity matters involving the generation, transmission, distribution, sale and use of electricity. These matters also involve environmental, property, transactional and financing issues connected with each phase of development for power projects.

Our telecommunications work focuses on regulatory problems arising from the Telecommunications Act of 1996, the opening of the local exchange market to competitive firms and price caps regulation and exchange access charges. Clients in this area also include several of the nation’s largest long distance companies, publicly-traded competitive local exchange carriers and a competitive local exchange provider trade association.

We also frequently handle rules for competitive entry into the local exchange market, Section 271 applications, statements of generally accepted terms and conditions, the pricing of unbundled network elements, interconnection agreements, Universal Service funding, resale discounts, reciprocal compensation, “fresh look windows” for long-term contracts between incumbent carriers and their customers, state support mechanisms for small local exchange carriers and “slamming.”

Antitrust & Trade Regulation

In cases involving federal and state antitrust laws, our lawyers advise clients in a diverse range of industries, including manufacturing, distributing, oil, petrochemical and health care.

We routinely and successfully litigate antitrust claims of conspiracy, monopolization, tying, concerted refusal to deal, price fixing, price discrimination and other restraint of trade allegations. Our lawyers defend business entities in criminal antitrust investigations brought by federal and state authorities, and we defend allegations made under Louisiana’s Unfair Trade Practices Act.

  • Developed a successful legal theory for removal to federal court of state attorney general suits against industry as disguised "class" and "mass" actions subject to the Class Action Fairness Act. A case of first impression. See State of Louisiana, ex. rel., James D. Caldwell v. Allstate Insurance Co., et. al., 2008 U.S. App. Lexis 15275 (5th Cir. July 18, 2008).
  • Obtained early dismissal of a parens patriae antitrust suit brought against Amgen, Inc. by the Louisiana Attorney General.
  • Obtained a dismissal for Tenet Corporation and Meadowcrest Hospital of alleged attempted monopolization and general restraint of trade claims brought by a parish government in the aftermath of Hurricane Katrina.
  • Obtained pretrial dismissal of an antitrust suit brought by the Louisiana Attorney General against BASF, Inc.
  • Defended Pennzoil in an antitrust suit brought by Louisiana Power and Light. The suit alleged monopolization in the sale of natural gas and a conspiracy to create an artificial shortage of gas.
  • Obtained the dismissal of Sherman Act claims against a division of Baker Hughes for lack of antitrust standing.
  • Successfully represented two defendants in the Plywood antitrust litigation, a private treble damages antitrust class action brought by purchasers of plywood against the product’s manufacturers and sellers. The case, based on an alleged price fixing conspiracy, was settled after the U.S. Supreme Court granted writs of review from a decision of the Fifth Circuit Court of Appeals.

Director & Officer Liability

Our litigation group is recognized for its representation of major banks and corporations, as well as their executives, in complicated director and officer liability litigation. We have handled numerous complex matters involving liability insurance, disputes relating to “claims made” policies, issues of “insured vs. insured” exclusions, complex coverage issues and fidelity bonds. Among our notable cases are:

  • Secured the dismissal of federal RICO claims filed against former management executives of one of Louisiana’s largest health maintenance organizations in 2003.
  • Successfully defended the former president of one of Louisiana's largest health maintenance organizations against multiple civil actions brought by the company's Receiver, and settled the case on terms highly favorable to the client. (2006)
  • Secured a reversal and remand of an award of $72 million in sanctions against a federal banking agency in a director and officer liability case arising out one of the largest bank failures in U.S. history. The firm was hired to handle the matter on appeal from the sanctions award. FDIC v. Maxxam, Inc., et. al., 523 F.3d 566 (5th Cir. 2008).
  • In a director and officer liability case for a federal banking agency, secured an important victory in the United States Fifth Circuit involving the failure of Louisiana’s largest thrift institution. FDIC v. Barton , 233 F.3d 859 (5th Cir. 2000).
  • Represented federal banking agencies in major directors’ and officers’ liability cases arising from the failure of federally insured financial institutions, and achieved settlements exceeding $75 million in some cases.
  • Secured dismissal of a major class action brought against a federal banking agency and credit card bank challenging the insured status of the bank. (2005)

Professional Liability Defense

Liskow & Lewis has successfully defended national malpractice carriers and their insureds for more than 30 years.

Our litigators regularly handle complex professional liability litigation, including legal malpractice, accountant, appraiser and trustee liability cases. We also litigate professional liability insurance matters, including disputes relating to “claims made” policies, notice issues, fraud, prior acts and related exclusions, “omnibus” and extended coverage clauses and other coverage issues.

Frequently, the professional liability cases that we handle are significant to pending and future cases. Representative matters include:

  • Successfully represented a national financial institution in its capacity as trustee of one of the largest trusts in the New Orleans area in a case against the predecessor trustee, resolving the case on terms highly favorable to the firm’s client.
  • Defended a major national accounting firm against professional liability claims arising from the audit of a publicly traded energy company, resolving the case on terms favorable to the client.
  • Secured the dismissal of malpractice claims against a major national law firm arising from a corporate merger transaction.
  • Obtained a reversal by the Louisiana Supreme Court of a large malpractice judgment entered against a leading law firm and a national malpractice carrier. The firm was retained to handle the appeal after the adverse judgment was rendered by the district court. Hendrick v. ABC Ins. Co., 00-CC-2403 (La. 5/15/01), 787 So.2d 283.
  • In a landmark case, successfully argued on behalf of an Arkansas law firm and its malpractice carrier before the United States Fifth Circuit Court of Appeals. The cased involved the duties of underwriters’ counsel in the private placement of securities. Abell v. Potomac Ins. Co. , 858 F.2d 1104 (5th Cir. 1988).

Transactional Disputes

Although we routinely handle transactional disputes of all kinds, our attorneys regularly obtain pre-trial relief for our clients to avoid the time and expense of unnecessary trials. For example, recently team members obtained summary judgment in favor of a client that had been sued by its construction contractor for a variety of claims, including breach of contract and fraud. Summary judgment was affirmed in full on appeal to the Fifth Circuit Court of Appeals.

We have successfully represented plaintiffs and defendants in numerous complex contractual disputes at trial, on appeal, in settlement negotiations and before administrative agencies. These matters include employment and indemnity contracts, insurance coverage, equipment leases, real estate transactions, supply and service contracts, franchisee disputes, manufacturing issues and commercial lending agreements.

Maritime Transactions

Our attorneys have extensive experience in marine transactions of all types.   We have experience in representing vessel owners and operators, shipyards, lenders and suppliers in all types of transactions involving vessel construction and vessel construction finance transactions, vessel charters, ship construction contracts, enforcement and defense of maritime lien claims and preferred ship mortgages.  We regularly handle vessel documentation matters of all kinds and regulatory compliance for certain mortgage and sale transactions which require approval from the U.S. Maritime Administration.   We also provide regulatory advice relating to compliance with Jones Act and American Fisheries Act restrictions on foreign ownership and operation of vessels in US waters.  

Our Team

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