structure

By Matthew C. Meiners

In targeting a company for purchase, many buyers prefer to purchase the assets of a company, as opposed to the stock (or other equity) of the company because, as a general rule, the buyer of assets in an asset acquisition does not automatically assume the liabilities of the seller.  Accordingly, an asset acquisition generally allows the buyer and seller to select which assets and liabilities will be transferred.  However, in certain circumstances, the buyer can be held responsible for liabilities of the seller if a court determines that certain exceptions are met.  Louisiana courts have been willing to impose liability on asset-sale successors on the following grounds:

  1. The buyer assumed the liabilities;
  2. The transaction was entered into to defraud the seller’s creditors;
  3. The buyer company is a “mere continuation” of the seller company; and
  4. The transaction was “in fact” a merger.

The “mere continuation” exception is probably the most likely to catch a buyer off guard.  Louisiana courts, in considering whether an asset-sale successor is a “mere continuation” of the seller company, have considered the extent to which the buyer company has retained the same employees, supervisory personnel, company name, and physical location as the seller company.  Further, prior business relationships may be considered, as well as the continuity of general business operations and the identity of the business in the eyes of the public.  A threshold requirement to trigger a determination of whether successor liability is applicable under the “mere continuation” exception is that one company must have purchased all or substantially all the assets of another.

If you plan to purchase all or substantially all of the assets of a company, especially if your goal in choosing an asset purchase over a stock purchase is to avoid or minimize your liability for the seller’s liabilities, you should carefully consider the ways in which you could be seen as merely continuing the seller’s business under the factors described above.  You may be signing on for more liability than you anticipate.

Delaware

By David P. Hamm, Jr.

In Sandys v. Pincus, the Delaware Supreme Court reversed a “thoughtful forty-two page opinion” by Chancellor Bouchard that dismissed a derivative action based upon the stockholder’s failure to make pre-suit demand.[1] The court’s opinion can be found here.  The underlying Court of Chancery opinion can be found here.

Expansion of the Rales Test for Demand Futility

The authority of the board of directors to manage the business and affairs of a corporation under Section 141(a) of the Delaware General Corporation Law extends to the board’s authority to decide whether to initiate or refrain from initiating litigation. Thus, pursuant to Court of Chancery Rule 23.1, a plaintiff in a derivative action must “either make a demand upon the board to initiate the litigation or demonstrate that such demand would be futile.”[2]

Delaware courts apply either the Aronson test or the Rales test in determining whether a plaintiff’s demand upon the board would be futile. In general, the Aronson test requires the plaintiff to plead particularized facts that create a reasonable doubt that either “the directors are disinterested and independent” or that “the challenged transaction was otherwise the product of a valid exercise of business judgment.”[3] In general, the Rales test requires the plaintiff to plead particularized facts that create a reasonable doubt that, at the time the complaint was filed, “the board of directors could have properly exercised its independent and disinterested business judgment in responding to a demand.”[4] The timing of the inquiry is a chief distinction between the two tests.

The Aronson test has been criticized over the years and exceptions to the application of the Aronson test have been created in several contexts. Three such exceptions were outlined in Rales as follows:

“A court should not apply the Aronson test for demand futility where the board that would be considering the demand did not make a business decision which is being challenged in the derivative suit. This situation would arise in three principal scenarios: (1) where a business decision was made by the board of a company, but a majority of the directors making the decision have been replaced; (2) where the subject of the derivative suit is not a business decision of the board; and (3) where . . . the decision being challenged was made by the board of a different corporation.”[5]

Chancellor Bouchard’s application of the Rales test to the plaintiff’s Brophy and Caremark claims do not result in the expansion of the test’s application. However, the Chancellor’s application of the Rales test in the context of the plaintiff’s claim that the board breached its fiduciary duties by approving the secondary offering in question (the “Secondary Offering Claim”) does constitute an expansion of the Rales test. The novelty of the test’s application is acknowledged by Chancellor Bouchard as follows:

“In identifying these three scenarios, the Court [in Rales] included a qualification that they were the ‘principal’ scenarios where Aronson would not apply, implying that there could be other scenarios. In my opinion, this case presents such a scenario.”[6]

The Chancellor set forth the following facts in support of his application of Rales to the Secondary Offering Claim:

  1. A majority of the board that approved the secondary offering “had a personal financial interest in the transaction such that they may have received an unfair benefit and the transaction may be subjected to entire fairness review.”[7]
  2. A majority of the board was not changed from the time the secondary offering was approved to the time the complaint was filed. Thus, the “principal scenario” set forth by the Court in Rales did not find application.
  3. The board composition changed from the time the secondary offering was approved to the time the complaint was filed to the extent that a majority of directors derived no personal financial benefit from the secondary offering.

These facts led Chancellor Bouchard to conclude that the demand futility inquiry should be focused solely upon the board that existed at the time the complaint was filed (as required by Rales) rather than the board that existed at the time the second offering was approved (as required by the second prong of Aronson).

The application of the Rales test was also supported by the Chancellor’s position that it “functionally covers the same ground as the Aronson test” and “investigates the same sources of potential partiality that Aronson would examine.”[8]  The Chancellor further reasoned that the Rales test “provides a cleaner, more straightforward formulation to probe the core issue in the demand futility analysis for each board member who would be considering plaintiff’s demand.”[9]

Although the Delaware Supreme Court did not expressly adopted Chancellor Bouchard’s expansion of the Rales test, it did implicitly do so by utilizing the test in its analysis: “On appeal, neither party contests the applicability of the Rales standard employed by the Court of Chancery. Therefore, we use it in our analysis to determine whether the Court of Chancery erred in finding that a majority of the board was independent for pleading stage purposes.”[10]

As a result, the Delaware Supreme Court has, at least implicitly, expanded the application of the Rales test in the demand futility context.

Particularized Facts Providing Grounds of Reversal

While the Delaware Supreme Court implicitly approved of Chancellor Bouchard’s utilization of the Rales test, it expressly reversed his application of same.  The reversal was based upon “particularized facts” that created a reasonable doubt as to the impartiality of three directors (Ellen Siminoff, William Gordon, and John Doerr).

The Delaware Supreme Court reversed Chancellor Bouchard’s independence determination as to Ellen Siminoff based upon the particularized fact that she and her husband co-own an airplane with Mark Pincus (the controller). Despite the fact that the plaintiff simply characterized the co-ownership of the airplane as a business relationship, the court saw more there and concluded that the co-ownership of the plane was “suggestive of an extremely intimate personal friendship” and created “a reasonable doubt that she [could] impartially consider a demand adverse to his [Pincus’] interests.”[11] While admittedly limited to the facts of this case, the Delaware Supreme Court’s analysis on this point arguably lowers the level of proof needed to show demand futility.

Of greater import, the Delaware Supreme Court reversed Chancellor Bouchard’s independence determination as to William Gordon and John Doerr based upon particularized facts that evidenced “a mutually beneficial network of ongoing business relations” between several of the directors.[12] Gordon and Doerr are both partners at Kleiner Perkins Caufield & Byers, a venture capital firm. Kleiner Perkins owns 9.2% of Zynga, Inc.’s stock, invested in a company co-founded by Pincus’ wife, and has an equity position in a company where another Zynga director, Reid Hoffman, is both a shareholder and director.

The court’s analysis on this point has potentially significant implications given the realities of the venture capital landscape. However, such implications can be qualified by the fact that William Gordon and John Doerr did not qualify as independent directors under the NASDAQ Listing Rules.[13] The import of this fact for the court is clearly seen by the following dicta: “[T]o have a derivative suit dismissed on demand excusal grounds because of the presumptive independence of directors whose own colleagues will not accord them the appellation of independence creates a cognitive dissonance that our jurisprudence should not ignore.”[14]

Conclusion

In sum, Sandys arguably expands the application of the Rales test and provides the representative plaintiff bar with a lower threshold for demonstrating demand futility. While limited to the facts of the case, the court’s analysis should be considered when making internal determinations as to the independence of directors.

_________

[1] Sandys v. Pincus, No. 157, 2016, 2016 WL 7094027 (Del. Dec. 5, 2016) (Valihura, J., dissenting).

[2] Sandys v. Pincus, No. CV 9512-CB, 2016 WL 769999, at *6 (Del. Ch. Feb. 29, 2016), rev’d, No. 157, 2016, 2016 WL 7094027 (Del. Dec. 5, 2016).

[3] Id. (quoting Aronson v. Lewis, 473 A.2d 805, 814 (Del.1984).

[4] Id. (quoting Rales v. Blasband, 634 A.2d 927, 934 (Del. 1993).5. Rales v. Blasband, 634 A.2d 927, 933–34 (Del. 1993) (emphasis added).

[6] Id. at *12.

[7] Id.

[8] Id.

[9] Id. at *13.

[10] Sandys, 2016 WL 7094027, at *3.

[11] Id. at *1.

[12] Id. at *5.

[13] See NASDAQ Marketplace Rule 5605(a)(2).

[14] Sandys, 2016 WL 7094027, at *5.

 

fracking

By Tod J. Everage

Since the announcement by Helis Oil & Gas that it intended to introduce hydraulic fracturing (“fracking”) to St. Tammany Parish, the local response has been vitriolic to stay the least – from public protests and interstate billboards to lawsuits. In fact, according to DNR officials, the large public hearing on Helis’ drilling permit application was a first for them. These fights are raging across the country between oil and gas companies and environmentalists and concerned citizens who worry the fracking will adversely affect their groundwater or adjoining lands. States like Vermont, Maryland, New York, and others have banned fracking altogether. Other local and state governments have banned fracking bans. Needless to say, this issue is a hot topic in the U.S. right now.

Helis, a New Orleans-based energy company, claims over 60 successful fracturing projects around the U.S., and now they hope to do one closer to home in St. Tammany Parish. In June 2014, the St. Tammany Parish Government filed a lawsuit against James Welsh, in his capacity as Commissioner of Conservation for the State of Louisiana, DNR seeking to prevent DNR from issuing a critical permit that Helis needed to begin drilling its exploratory well. St. Tammany argued that its zoning laws prohibited Helis from drilling the well at the proposed site – private timber lands, that were zoned A-3 residential. The Town of Abita Springs later filed similar suits in multiple courts. In December 2014, the Office of Conservation granted Helis’ permit application. In the St. Tammany Parish lawsuit, the state district court judge eventually granted a partial summary judgment on behalf of Helis, declaring that the St. Tammany Parish zoning ordinances were pre-empted by general state law, and on behalf of the Commissioner, declaring that DNR had complied with the law during the Master Plan review of the permit process. Other claims in the case remained unresolved, but this ruling was immediately appealed. On March 9, 2016, the Louisiana First Circuit affirmed the district court’s summary judgment. Though Helis’ opponents have publicly declared that they would not stop until the U.S. Supreme Court weighs in, this is latest in a string of victories for Helis in the various lawsuits filed to stop the proposed drilling.

In this case, St. Tammany Parish argued that its zoning ordinances precluded Helis (or anyone) from drilling wells on the proposed drilling site because it was zoned A-3 residential – “single-family residential environment on moderate sized lots.” The ordinances limit the land use of such zones to “certain specified cultural, educational, religious, and public uses.” The property has been used as a pine tree farm for over 30 years, and sits atop the Southern Hills Aquifer, the sole source of drinking water in the area. St. Tammany Parish argues that its authority to enact and enforce its own zoning ordinances within its geographic boundaries is provided by the Louisiana Constitution, and cannot be displaced.

Helis and DNR countered that La. R.S. § 30:28F expressly preempts local zoning ordinances where they contradict. The State Office of the Conservation is statutorily mandated to regulate the oil and gas resources in Louisiana, and that statute provides that DNR’s issuance of a permit is “sufficient authorization” for the permit holder to enter the property and drill. “No other agency or political subdivision of the state shall have the authority, and they are hereby expressly forbidden, to prohibit or in any way interfere with the drilling of a well or test well in search of minerals by the holder of such a permit.” La. R.S. 30:28F. These laws were enacted at a state level under the guidance of the Louisiana Constitution acknowledging environmental preservation as a public policy of the state.

On issues of pre-emption, unless there is an express provision mandating it, the courts must look to legislative intent, which includes “examining the pervasiveness of the state regulatory scheme, the need for state uniformity, and the danger of conflict between the enforcement of local laws and the administration of the state program.” Palermo Land Co., Inc. v. Planning Comm’n of Calcasieu Parish, 561 So.2d 482, 497 (La. 1990) (citing Hildebrand v. City of New Orleans, 549 So.2d 1218, 1227 (La. 1989)). The First Circuit found that the legislative intent and pervasiveness of the state regulatory scheme was clearly defined (see “expressly forbidden”) within La. R.S. 30:38F itself. As a result, the First Circuit agreed with Helis and found those ordinances that specifically interfered with Helis’ drilling of the well to be unconstitutional.

Underscoring that, the Louisiana Constitution reminds that “notwithstanding any provision of this Article, the police power of the state shall never be abridged.” La. Const. Art. §9(B). The Commissioner’s power is an exercise of police power and the statutes addressing local zoning regulations do not apply to the Commissioner in the exercise of that power. St. Tammany argues then that the Commissioner’s regulation of the oil and gas activity does not preclude those constitutional zoning powers reserved by the local government. The First Circuit disagreed. Specifically, those competing constitutional mandates are both found in Article VI of the Constitution, and §9(B) again provides that nothing within Article VI can abridge the Commissioner’s policing power.

Finally, La. R.S. § 30:28F is a general law enacted by the legislature that denies authority to a political subdivision – such as a Parish – by expressly prohibiting interference with the drilling of a well by a permit holder. Section 5 of the Article VI of the State Constitution further acknowledges that adopted home rule charters by local governments are limited by Louisiana general law and other sections of the Constitution. Consequently, the First Circuit affirmed the district court’s ruling in all respects, and unless reversed by the Louisiana Supreme Court, its order renders local ordinances that infringe on a permit-holder’s drilling rights unconstitutional.

Maritime

By R. Chauvin Kean

The Eastern District of Louisiana recently held that a marine fuel supplier who provided fuel to a vessel, through two intermediaries, did not have a valid maritime lien on the vessel even though the vessel accepted and signed for the fuel delivery. See Valero Marketing & Supply Co. v. M/V ALMI SUN, 2016 WL 475905, at *9 (E.D. La. Feb. 8, 2016) (Brown, J.). Maritime liens arise as a matter of law for those who provide “necessaries” to a vessel such as: repairs; supplies; towage; and the use of a dry dock or marine railway. 46 U.S.C. § 31301(4). However, the “necessary” must also have been requested by the vessel’s owner or authorized representative to bind the Vessel, for the maritime lien to attach. Without this, the supplier does not have a right to a maritime lien and may be exposed to unnecessary liabilities should an issue of non-payment occur.

Here, the Vessel’s owner, through its agent, made a request to O.W. Bunker Malta Ltd (“O.W. Malta”) to supply the Vessel with fuel. O.W. Malta relayed the request to its U.S. affiliate, O.W. USA, who then selected Valero to ultimately provide the fuel. Valero supplied the Vessel with approximately 200 metric tons of fuel, and was never paid. Thereafter, the O.W. Bunker group of companies, including the two cited above, ceased all business operations and O.W. USA filed for Chapter 11 bankruptcy protection.

In an attempt to satisfy the outstanding debt, Valero had the Vessel arrested on allegation of a maritime lien. The Vessel Owner challenged Valero’s alleged maritime lien, arguing that no one with authority to bind the Vessel selected Valero to provide fuel. Valero argued that the Owner and agent both knew that O.W. Malta could not directly supply the Vessel with fuel, and that Valero would provide the Vessel fuel instead. Valero also argued that even though it contracted with O.W. USA, the Vessel Owner and agent both ratified that contract, making it “on the order of the owner.”

In its decision and analysis, the Court relied heavily on Martin Energy Serv’s., L.L.C. v. M/V BOURBON PETREL, 2015 WL 2354217, at *7 (E.D. La. May 14, 2015), which declared that “although a supplier of necessaries may in certain circumstances be entitled to a maritime lien, such liens are not automatic, but depend on the relationship between the various parties involved.” Therefore, the sole issue presented to the Court was whether Valero provided fuel “on the order of the owner or a person authorized by the owner.” If the Owner or an authorized representative did request the fuel from Valero, then it would be entitled to a maritime lien as a provider of a necessary. If not, Valero’s sole remedy would be to assert a claim against the now bankrupt company. To that end, the Court examined the parties’ contractual relationships to determine if the Owner had in fact authorized the US affiliate to bind the Vessel. Finding none, the Court continued to examine whether the Owner or his agent ratified O.W. USA and Valero’s contractual arrangement. Again, the Court found no ratification.

In reaching its decision, the Court relied on Lake Charles Stevedores, Inc. v. PROFESSOR VLADIMIR POPOV MV, 199 F. 3d 220, 231-32 (5th Cir. 1999), which held that “merely knowing that a subcontractor would be used, or even that a particular supplier would most likely be used, to ultimately furnish necessaries, does not necessarily create a maritime lien.” There must be more than knowledge or acceptance of necessaries in order to bind the Vessel and its Owner.

From the facts of this case, the Court held that at no point did the Owner or a person authorized to bind the Vessel actually contract, based on the nature of the relationship between the entities, for the supplied fuel. “The fact that the Vessel’s captain was forewarned by [the owner’s agent] that the Vessel would be receiving [fuel] from Valero and given instructions to coordinate with Valero neither establishes” that a party authorized to bind the Vessel selected the supplier and nor does it amount to ratification of a contractual relationship with the supplier, which may have created a maritime lien against the Vessel. This case reaffirms the Fifth Circuit’s precedent “that acceptance of services from a supplier of necessaries does not alone create a maritime lien,” but rather a maritime lien is created by a contractual relationship between the supplier and a party authorized to bind the Vessel.

Lastly, the Court also addressed Valero’s contention that the Commercial Instruments Maritime Lien Act (“CIMLA”), which provides the legal right to maritime liens, was designed to protect American companies from foreign traders’ failure to pay for necessaries. The Court rejected this argument on the basis that “[this] Court cannot favor American companies so heavily as to ignore CIMLA’s third statutory requirement for asserting a maritime lien; namely, that the provision of necessaries to a vessel be ‘on the order of the owner or a person authorized by the owner.” Therefore, despite Valero’s attempts to expand protections for American companies in terms of maritime liens, the Eastern District of Louisiana held that the statutory requirements set forth in CIMLA were not met because the fuel order was not made by the Owner or a party authorized to bind the vessel. Holding that mere acceptance of a necessary does not create a contractual relationship between a supplier and the Vessel’s owner, the Court found Valero’s maritime lien invalid.

EPA

By Lee Vail

Dispersants are one of the tools available to mitigate detrimental impacts to shorelines and wildlife exposed to oil spills. In response to the Deepwater Horizon incident, the EPA authorized use of surface and subsurface dispersants. In mid-January 2015, the EPA announced that it would soon publish proposed rules in the Federal Register to address future use of dispersants.

Responses to oil spills are subject to the National Oil and Hazardous Substances Pollution Contingency Plan (NEP). The NEP was promulgated in the early 1990’s and is codified at 40 C.F.R. Part 300. Subpart J establishes the procedure and criteria for listing dispersants authorized for use in a spill. These chemicals are listed in the NCP Product Schedule.

The proposed changes affect various parts of the NCP with the majority of the changes affecting dispersant use. These requirements are generally located in 40 C.F.R. §300.900 – 920. As a general matter, the EPA proposal requires a greater availability of data concerning a dispersant, such as its efficacy and toxicity, coupled with instructions for its application in the field. The focus of the proposal is to assure that decision makers, such as the On-Scene Coordinator, Regional Response Team, and Area Committees have sufficient information to develop “preauthorization” plans, make informed decisions, and when needed, monitor the dispersant’s performance where application occurs over a period of time.

In addition, the EPA is proposing to minimize the ability to claim Confidential Business Information (CBI). Under the proposal, the only information that qualifies as CBI is “the concentration and the maximum, minimum, and average weight percent of each chemical compound or microorganism in your product.” (Proposed revision to §300.950(b)). The CBI claim, along with the confidential information, must be submitted at the same time as the information that supports the request to list a chemical in the NCP Product Schedule.

Comments will be accepted on the proposal during a 90-day period following publication in the Federal Register. Publication is anticipated before the end of January 2015. Comments will only be accepted through the official docket: EPA-HA-OPA-2006-0090.

 

As public awareness and growing concerns surrounding hydraulic fracturing (“fracking”) operations increases, regulatory agencies are taking a closer look at the process and are soliciting help from both public and industry stakeholders to better understand fracking operations. On May 19, 2014, the Environmental Protection Agency (“EPA”) solicited comments from the public and from industry stakeholders on obtaining data on the chemical make-up of fluids used in fracking operations, known as “fracking fluids,” as well as the potential health and safety risks of exposure to those fluids to human health and the environment.

Fracking is not a new process.  According to the U.S. Department of Energy, as of 2013 at least two million oil and gas wells have been fracked in the U.S in the last sixty years.

However, public awareness has recently grown because the use of fracking has increased significantly in the last ten years due to new horizontal drilling technologies that improve access to natural gas and oil deposits. Fracking involves injection of large volumes of fluids at high pressure into a perforated well to create fractures in the source rock formation.  The fracking fluid is typically water-based and contains various chemicals, including proppants, bactericides, buffers, stabilizers, fluid-loss additives and surfactants. After injection, large portions of the fracking fluids are recovered and recycled; however, there is normally some fracking fluid loss within the oil or gas bearing strata.  Over the years, this technique has greatly increased domestic natural gas and oil production by allowing wells to reach previously inaccessible natural resources.

In many cases, fracking companies claim that disclosing their fracking fluid ingredient list, in whole or in part, would damage their ability to compete in the market. In many states, the companies can apply for trade secret status with the appropriate state regulating agency, and if approved, the identities of the chemicals are exempt from disclosure.  Other states do require disclosure of fracking fluid ingredients to the state regulators, however the state regulators do not make those lists of chemicals public, again claiming the ingredients are trade secrets that vary from company to company.  Id. A few states, such as Louisiana, require operators to disclose all additives used in fracking fluids and the names and concentrations of chemicals which are subject to Occupational Safety and Health Administration Hazard Communication requirements (29 CFR 1910.1200) on a publically available chemical disclosure registry, called FracFocus. Id.  However, additives deemed to be trade secret are exempt from that reporting requirement. Id. A report issued by, the U.S. Department of Energy’s Secretary of Energy Advisory Board on February 24, 2014, titled the Task Force Report on FracFocus 2.0, confirmed that full disclosure is not made by most companies reporting on FracFocus, and that companies still rely on the trade secret exemption found in federal regulation (29 C.F.R. §1910.1200(i)(1)),  in making disclosures on FracFocus.

This non-disclosure of the chemical make-up of the fracking fluids has caused a different problem for the industry – public fear.  Many concerns have been voiced by the public relating to the alleged “chemical cocktail” within the fluids and the potential for fracking fluids to contaminate drinking water. States like New York and Colorado have completely banned fracking all together in response to public fear.  The news media is full of pictures of people across the U.S. holding up signs at public meetings with phrases opposing fracking.

This issue of public disclosure of the chemical make-up of fracking fluid is a significant issue at the state and federal level and has been one of the most contentious issues. Environmentalists argue that the public lacks adequate information to assess whether chemicals used in fracking represent threats to human health and/or the environment.  Earthjustice, a public interest law firm, and 114 other organizations petitioned the EPA under Section 21 of the Toxic Substances Control Act to adopt a rule that would require, among other things, mandatory disclosure and reporting of the chemicals used in oil and gas exploration and production activities.  In response to this petition, on May 19th, the EPA released an Advanced Notice of Proposed Rulemaking (“ANPR”).  The ANPR seeks public comment on over fifty specific questions, including questions such as whether the disclosure should be mandatory or voluntary, whether the EPA should employ incentives for disclosure of the information, what types of information should be disclosed, what types of health and safety studies should be disclosed, whether a third-party certification and collection should be required, and how data that is claimed to be trade secrets or confidential business information could be reported and then aggregated and disclosed to the public while protecting the identities of the individual products and firms.

This is the EPA’s first official step toward creating a federal regulatory program that would require disclosure and reporting concerning chemicals used in fracking fluids.  Such a regulatory program will affect companies in the oil and gas and chemical manufacturing industries, particularly those that use, manufacture, import, process or distribute chemical substances used in fracking treatments.   EPA rests authority for such a regulatory program on TSCA section 8(d) which authorizes the Agency to require manufacturers, processors, and distributors of any chemical substance or mixture, and persons who propose to manufacture, process or distribute in commerce any chemical substance or mixture, to submit health and safety studies to EPA.  It is expected that the EPA will receive a very large number of comments on this ANPR.  All comments must be submitted on or before August 18, 2014.

On October 16, 2008, the Kean Miller Diversity Council will present the second-annual Louisiana Diversity Forum at the Hilton Baton Rouge Capitol Center. The Louisiana Diversity Forum provides a platform for distinguished guest speakers to provide their own insights and ideas on diversity-related topics. The 2007 Louisiana Diversity Forum attracted over 100 attendees from business, industry, educational, and governmental sectors. Speakers included diversity professionals and presenters from Shell Oil Company, The Shaw Group, Chevron Corporation, the EEOC, Louisiana State University, Southern Unviersity, and the Baton Rouge Area Chamber.

The 2008 Louisiana Diversity Forum will feature speakers from academic institutions, industry, education, business, the arts, and government, including:

  • Dr. Charles Tolbert, Baylor University and Strategic Demographics
  • Alison Anthony, Chief Diversity Officer, The Williams Companies
  • Dr. Charlotte Placide, Superintendent, East Baton Rouge Parish School System
  • Jacqui Vines, CEO, Cox Communications
  • Charles Patin, Partner, Kean Miller, School Desegregation Expert
  • R. Fenimore Fisher, Senior Director of Employment Analysis, Wal-Mart Stores
  • Kristin Sosnowsky, Swine Palace Productions
  • Melvin J. “Kip” Holden, Mayor-President, Parish of East Baton Rouge
  • Dr. John S. Butler, University of Texas IC2 Institute and the Herb Kelleher Center for Entrepreneurship
  • Mr. James L. “Jim” Sacher, Regional Attorney, Equal Employment Opportunity Commission
  • Dr. Christel C. Slaughter, Partner, SSA Consultants

The 2008 Forum will explore ideas and actions that can help put diversity and inclusion to work for businesses, educational institutions, and governmental and administrative bodies. For more information, or to sign up for our 2008 Louisiana Diversity Forum mailing list, please contact Steven R. Boutwell at 225.389.3736 or steve.boutwell@keanmiller.com

Diversity at Kean Miller:

Kean Miller, a leader among law firms in creating opportunities for women and minority attorneys, is one of three 2008 recipients of the Chevron Corporation Law Function’s Law Firm Diversity Recognition Award. The award program, started in 2005, recognizes Chevron’s law firm partners who have distinguished themselves by demonstrating their commitment to diversity in the legal profession and by fostering an inclusive work environment. From its inception, Kean Miller has recognized the value of diverse ethnic, cultural and racial backgrounds to the balance and success of the firm. Kean Miller is committed to promoting a culture of inclusion, not only within the firm, but in the communities where its attorneys and staff live and work. The best evidence of this commitment is found in the firm’s statistics: Kean Miller has one of the highest percentages of women lawyers and women partners of any major law firm in the United States; Kean Miller ranks among Louisiana firms having the highest percentages of minority attorneys; currently the firm has 38% women lawyers and 11% minority lawyers; among partners, 27% are women and 8% are minorities; currently 20% of the firm’s administrative management, 10% of legal assistants, and 13% of firm staff and support services are minorities.

About Kean Miller:

With 125 lawyers, Kean Miller serves the legal needs of Louisiana businesses and Fortune 500 companies with significant operations in the Bayou state. The firm maintains offices in Baton Rouge, New Orleans, Lake Charles and Plaquemine, Louisiana. The firm serves clients in numerous industries including energy, petrochemical and chemical, technology and telecommunications, transportation, media and advertising, financial services, insurance, gaming, government and education, health care, manufacturing, real estate, retail, construction, and leasing.

The firm combines the talent and expertise of its lawyers into multidisciplinary client and industry teams. These teams are comprised of seasoned legal professionals from a variety of disciplines who are equipped to identify legal and business needs and to develop superior service strategies that provide unmatched support to the client.

by Linda Perez Clark

The second annual "Kean Miller Connection," a 2-day law school prep program for college students, will be held May 15th and 16th at Kean Miller’s office in Baton Rouge.

The goal of the program is to “connect” participants with information helpful to their decision to attend law school and become a lawyer. Program details and eligibility requirements (including that each participant must be a member of a group traditionally underrepresented in law school and the law practice) can be found at http://www.keanmiller.com/docs/km_connection_information.pdf.

Continue Reading Kean Miller Hosts Prep Program for College Students

On October 17, the Kean Miller Diversity Task Force will present the "Louisiana Diversity Forum" at the Hilton Capitol House Hotel in Baton Rouge. This full-day event will offer a platform for distinguished guest speakers to provide insight and ideas on diversity-related topics.

Speakers will include:

  • Patricia Richards, Manager of Supplier Diversity, Shell Oil Company
  • Andrea Benjamin, Compliance and Diversity Manager, The Shaw Group, Inc.
  • Kwame Satchell, Counsel, Chevron Corporation
  • Leah Raby, Executive Assistant/Investigator, Louisiana Commission on Human Rights
  • Jim Sacher, Regional Attorney, EEOC
  • Professor Bill Corbett, LSU Law Center
  • Professor Russell Jones, Southern University Law Center
  • Carlos Thomas, Diversity Recruiter, LSU Center of Internal Auditing
  • Christine Varney and Danielle Dicharry, ICE
  • Stephen Moret, President and CEO, Baton Rouge Area Chamber

The Louisiana Diversity Forum, including the networking luncheon, is free of charge and is sure to provide concrete ideas and actions that will help you put diversity to work for your businesses.

For more details click here.

by Linda Perez Clark

The first annual "Kean Miller Connection," a 3-day law school prep program for college students, will be held May 31 – June 2, 2007 at Kean Miller’s office in Baton Rouge.

The goal of the program is to "connect" participants with information helpful to their decision to attend law school and become a lawyer. Program details and eligibility requirements (including that each participant must be a member of a group traditionally underrepresented in law school and the law practice) can be found at http://www.keanmiller.com/recruiting.cfm

Kean Miller Connection is one of many Kean Miller programs that encourage diverse perspectives.   From our inception, Kean Miller has recognized the value of diverse ethnic, cultural and racial backgrounds to the balance and success of the firm. This program is in furtherance of our commitment to diversity.