Agribusiness

• Represented PURIS, a pioneer in plant-based food systems, on various company matters, including a significant restructuring, financing work, the retrofit of a manufacturing facility in rural Minnesota, and complex joint ventures with The LIVEKINDLY Collective.
• Represented CHS Inc. in the sale of Zip Trip convenience stores in the Pacific Northwest and in connection with finance and other business matters.
• Represented Calyxt, Inc. (Nasdaq: CLXT), a plant-based technology company, in a variety of employment and employee benefits, corporate and securities, and litigation matters.
• Represented a major national grain buyer and handler in its preferred stock investment in ag-tech startup.
• Incorporated Environmental Tillage Systems, Inc., a manufacturer of conservation tillage and precision fertilizer placement equipment, and have represented it in connection with private placements and a broad array of contractual and other matters consistent with our role as outside general counsel.
• Represented urban agriculture firm Square Roots in establishing a strategic partnership with Gordon Food Service, one of North America's leading food service providers. The partnership deal brought Square Roots' pioneering technology for growing fresh, local produce to customers of Gordon Food Service, which has distribution operations and 175 retail locations throughout the United States.
• Represented Applegate, the nation’s leading natural and organic meat company, in a $775 million acquisition by Hormel Foods. The agreement allowed Applegate to operate independently as a stand-alone subsidiary in Hormel’s Refrigerated Foods segment.
• Represented the trustee for bondholders in numerous transactions related to the Farms of New Kent development in New Kent County, Virginia, including a deed in lieu of foreclosure and the sale of residential building lots to homebuilders.
• Represented agricultural cooperative in $150 million credit facility with CoBank.
• Represented a biotechnology company in its cash and stock-for-assets acquisition of a company that develops agricultural bactericide.
• Represented DuPont in the $300 million acquisition of Granular, Inc., a corporation in the emerging area of Farm Enterprise Resource Planning systems, via a merger with DuPont's subsidiary Pioneer Hi-Bred International, Inc., a plant genetics company.
• Represented potential acquirer of ethanol plants from the Chapter 11 bankruptcy case of Verasun Energy Corp (DE).
• Provided general representation to an agricultural seed business in the United States and in Canada for over 20 years, including:

Negotiation of license agreements, including with Monsanto, Syngenta, and LibertyLink
Negotiation of seed grower/producer agreements and distributor agreements
Strategic alliance formation and governance

• Represented an agricultural production company in strategic carve-out of co-products business to Canadian purchaser, including negotiating and structuring continuing services for steam and wastewater treatment for the divested business.

• Represented Wisconsin Community Bank as secured lender in agribusiness Chapter 11 cases of Denison Foods, LLC (Kansas) and Premium Protein Products (Nebraska) and resulting 363 sale.
• Represented ethanol lenders, bondholders, and creditors in ethanol bankruptcy cases and complex workouts throughout the country, including In re Aventine (Bankr. D. Del.), In re Gateway Ethanol, LLC (Bankr. D. Kan.), In re Northeast Biofuels, LLC (Bankr. N.D.N.Y.), In re Pine Lake Corn Processors, L.P. (PLCP) (Bankr. D. Iowa), In re Otter Tail Ag Enterprises, LLC (Bankr. D. Minn.), and NEDAK Ethanol, LLC (Nebraska).
• Defending Buckeye Partners, L.P. and its subsidiary Buckeye Port Reading Terminal, LLC in litigation filed by the State of New Jersey alleging that the operation of a refinery and terminal complex now owned by Buckeye and formerly owned by co-defendant Hess Corporation caused natural resource damages (NRD). The matter is significant because it is one of the leading cases of a wave of NRD claims filed in 2018 by New Jersey’s newly elected Governor and Attorney General.
• Represented Butamax, a Delaware-based joint venture between BP North America and DuPont, in its efforts to acquire the assets of a public company that describes itself as a "renewable chemicals and next generation biofuels company."
• Obtained a major victory on behalf of Penn Millers Holding Corp. when the Philadelphia Court of Common Pleas dismissed a case brought by a shareholder challenging a proposed merger by Penn Millers Holding Corp.
• Represent Salt River Project Agricultural Improvement and Power District (SRP), one of approximately 70 defendants, in Roosevelt Irrigation District v. Salt River Project Agricultural Improvement and Power District, et. al., (CV. No. 10-00290 DAEMHB, D. AZ), a federal court action brought under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA).
• Defending Tyler Bruch and Bruchside, Inc., an Iowa farmer whose family farms 10,500 acres in Bahia, Brazil, against a mass-action alleging federal securities fraud. The federal case is a mass-action complaint comprising 36 plaintiffs alleging 12 separate counts, including federal securities fraud.
• Represented a client before the SEC in a matter involving overseas agricultural investments. The file was closed by the SEC without action.
• Represented ethanol producers in litigation related to railcar leases following bankruptcy of railcar lessor.
• Defended bank in tort action in federal court in South Dakota related to third-party crop input financing to commodity growers.
• Representing plant-based technology client in litigation seeking to recover for damage to R&D crop resulting from herbicide overspray on neighboring fields.
• Prosecuting claim on behalf of dairy and meat commodities client stemming from breach of contract for sale of specialty product destined for export market.
• Defended seed producer in dispute alleging underpayment of success fees to seed distributor.

• Serve as patent and diligence counsel for a prominent Mexican University on matters related to hybrid seed technology and genetically modified crops.
• Represented one of the largest nutraceutical companies in the world in patent and pre-litigation diligence projects concerning technologies related to genetically modified algae and algal-derived compounds for use in foodstuffs.
• Assisted Albert Lea Seedhouse, a Minnesota-based seed supplier, in the licensing of organic seeds.
• Represented Pioneer Hi-Bred International, Inc., a developer and supplier of advanced plant genetics, in strategic collaboration and licensing.
• Negotiated and drafted research, development, and other commercial agreements for multiple clients with microbiome plant production technology.