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Mining Practice
Overview
Troutman Sanders advises mining industry clients on a variety of subjects. Our experience extends to mine development, finance, mergers and acquisitions, and other corporate issues; mineral leasing; a variety of governmental regulatory issues, including OSM and SMCRA issues, environmental permitting and compliance issues, and MSHA issues; and mineral purchase and sale agreements. We are particularly experienced in the coal industry. We have negotiated coal supply agreements and amendments for hundreds of millions of tons of coal, and are experienced in the gamut of commercial coal supply issues, such as cost-plus relationships; pricing, price escalation and price reopeners; coal trading; coal quality specifications, coal quality guarantees, and heat and sulfur content price adjustment provisions; force majeure; governmental impositions; assignment; sampling and analysis; delivery obligations; credit issues; contract breach and remedy issues; hardship and commercial impracticability; and many others. Our attorneys have litigated numerous coal issues and advised clients on many more unlitigated disputes. We also have a leading transportation law practice that advises many principally shipper clients on shipment of coal by rail, barge, truck, and ocean vessel.
Experience
Government Regulation
- National Mining Association – Ongoing representation on air quality and climate change matters, including EPA rulemaking comments and litigated appeals on many of the central environmental regulatory issues affecting the mining and utilization of coal.
- Large southwestern coal company - Comprehensive air quality permitting and ongoing compliance advice for large surface mine located on Indian reservation.
- Large southwestern coal company - Advice on OSM permitting of the same surface mine, including environmental impact statement.
- Large southwestern coal company - California Public Utilities Commission proceeding regarding future disposition of generating station to which that mine sells coal.
- Large western coal company – Ongoing representation on environmental regulatory permitting and compliance for Powder River Basin mines.
- Large western coal companies – EPA rulemaking comments on air quality matters.
- Large western coal company – Advice on potential carbon dioxide regulation.
- Small midwestern coal company – Comprehensive advice on state and federal regulatory compliance, including reclamation, subsidence, and permitting. Litigation of subsidence claims and insurance coverage.
- Center for Energy and Economic Development – long-time counsel on a variety of issues affecting the use of coal for electricity. Litigation counsel in three successful D.C. Circuit cases on EPA regional haze regulations.
- Climate Change – Represented clients in some of the key lawsuits on the climate change issue, including Massachusetts v. EPA in the D.C. Circuit and Supreme Court (may EPA regulate greenhouse gases?); Comer (may companies be sued in tort for allegedly exacerbating Hurricane Katrina because of their GHG emissions?); Connecticut v. AEP (may state attorney generals sue utilities in tort on the theory that their GHG emissions are contributing to global warming?).
- Congressional Testimony – Testified before three congressional committees on EPA regulatory authority regarding climate change.
Project Development, Finance, M&A
- Large eastern coal company – project agreements for acquisition of interest in coal export terminal.
- Small midwestern coal company - corporate work establishing company and in developing contractual relationships with its affiliates.
- Indian Tribe – counsel on structuring potential lease of tribal land for coal mine development.
- Pacific Rim Mining (Cdn) in relation to its amalgamation with Dayton Mining Corp. (Cdn) (Cdn$200 million).
- Massey Energy, a large U.S. coal mining company, in relation to a variety of corporate issues and its $750,000,000 senior note offering.
- US Silver Corporation in relation to its acquisition of a subsidiary of Coeur D’Alene Mines Corporation (NYSE), which owns and operates a silver mine in Idaho; the completion of a private placement of equity securities with investors from the US, Canada and the UK; and the preparation of a Registration Statement for an IPO in the US and Canada.
- Oilsands Quest Inc., a Canadian exploration stage oil and gas company, in relation to its US corporate and securities matters, its merger with CanWest Petroleum Corporation (AMEX and TSX) (Cdn$1.3 billion) and its Cdn$38 million common share offering (Cdn and US private placement).
- Canaccord Capital Corporation in relation to a Cdn$35 million subscription receipt offering (Cdn and US private placements) for Grupo Agapov Corp., an exploration stage mining company.
- Eldorado Gold Corporation (AMEX and TSX), a Canadian gold mining company, in relation to its US corporate and securities matters.
- Northern Orion Resources Inc. (AMEX and TSX), a Canadian copper mining company, in relation to its US corporate and securities matters.
- Fronteer Development Group Inc. (AMEX and TSX), a Canadian exploration stage gold mining company, in relation to its listing on the AMEX and its Cdn$38 million common share offering (Cdn public offering/US private placement).
- Regalito Copper Corp. (AMEX and TSX), a Canadian exploration stage copper mining company, in relation to its US$4.6 million common share offering (Cdn/US private placements).
- Aurora Energy Resources Inc. (TSX), a Canadian exploration stage uranium company, in relation to its US corporate and securities matters, its Cdn$25 million common share offering and its Cdn$40 million common share offering (Cdn public offering/US private placement).
- Wesdome Gold Mines Ltd. (TSX), a Canadian exploration stage gold mining company, in relation to its Cdn$20 million common share offering (Cdn public offering/US private placement).
- High Plains Uranium, Inc. (TSX), a Canadian exploration stage uranium mining company, in relation to its US corporate and securities matters, its Cdn$12 million special warrant offering (Cdn/US private placements) and its Cdn$5 million unit offering (Cdn IPO/US private placement).
- Inter-Citic Minerals Inc. (TSX), a Canadian exploration stage mining company, in relation to its Cdn$10.0 million special warrant offering (Cdn/US private placements).
- Guyana Goldfields Inc. (TSX), a Canadian exploration stage mining company, in relation to its Cdn$5.4 million unit offering and its Cdn$20 million unit offering (Cdn and US private placements).
- Southern Star Resources Inc. (TSX), a Canadian exploration stage gold mining company, in relation to its Cdn$12 million unit offering (Cdn and US private placements).
- Aurelian Resources Inc. (TSX-V), a Canadian exploration stage gold and silver mining company, in relation to its Cdn$10 million common share offering (Cdn and US private placements).
- Tyler Resources Inc. (OTCBB and TSX-V), a Canadian exploration stage silver and zinc mining company, in relation to its US corporate and securities matters and its Cdn$10 million unit offering (Cdn and US private placements).
- Coastport Capital Inc. (TSX-V), a Canadian exploration stage copper mining company, in relation to its Cdn$5 million unit offering (Cdn and US private placements).
- Scandinavian Minerals Ltd., a Canadian exploration stage mining company, in relation to its Cdn$5 million common share offering (Cdn and US private placements).
- Northern Peru Copper (TSX), a Canadian exploration stage copper mining company, in relation to its Cdn$3.1 million common share offering (Cdn/US private placements).
- Western Goldfields, Inc. (OTC and TSX), a US gold mining company, in relation to its $6 million unit offering and its US corporate and securities matters.
Coal Supply and Related Agreements
- Large international coal company - Party arbitrator in coal contract pricing dispute.
- Large international coal company - Advice re interest in coal transloading terminal jointly owned by multiple coal companies.
- Small eastern coal company - represented in dispute with buyer regarding force majeure clause in coal supply agreement.
- Small midwestern coal company – negotiated coal supply agreements with customers.
- Small western coal company – negotiated coal supply agreements with customers. Advised on dispute with coal broker.
- Small eastern coal company – advised in dispute with coal customer. Advised in dispute with reclamation bond issuer.
- Coal supply purchasers –Firm attorneys have represented a number of large and small purchasers of eastern and western U.S. coal, and have negotiated new contracts and contract amendments for hundreds of millions of tons of coal. Firm attorneys have also advised clients in numerous litigated and non-litigated coal supply disputes.
Labor and Employment
- Large international coal company – Analysis of potential constitutional challenge to Coal Act liabilities.
- Small midwestern coal company – Comprehensive labor and employment advice, including WARN Act requirements.
- Small midwestern coal company - Comprehensive labor and employment advice, including successful litigation against the UMWA discharging the company from retiree healthcare liability and advice and litigation on Coal Act obligations.
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