Rail

The capital-intensive rail industry faces numerous challenges as it struggles to compete with other forms of transport. Environmental concerns and regulations threaten the future of coal, its most important source of tonnage, while other regulations, including the Positive Train Control Mandate, will saddle operators with significant new costs. In short, the complexity of the regulations affecting this industry makes compliance a major concern.

We represent leading railroads, both Class I and short line, on a broad range of matters, including:

Corporate and Finance. In serving as counsel for railroads, we represent their multiple lines of business, including transportation, rail and intermodal terminal services, logistics services, procurement, technology, and finance. We advise them on a wide range of agreements, including rail and motor carrier transportation and services; transloading and commodity disposal; master terminal services; staffing and consulting; and terminal construction and development, including pipeline projects, sidetrack, and access. We also assist in the acquisition or disposition, by sale or lease, of locomotives and related goods and services, including fuel, mechanical components, and locomotive and rail-related technology and software, as well as in procurement of other required goods and services across the supply chain, including sales and purchases structured as 1031 like-kind exchanges. We also assist in procurement of maintenance services for locomotive fleets and engineering services related to crossings and signaling.

Additionally, we provide due diligence and other assistance related to rail company restructuring and divestitures. Finally, we represent equity investors, lenders, agents, lessees and borrowers in financing transactions for rail cars, including leveraged leases, synthetic leases, true leases, and loans in syndicated and single-investor structures, and in portfolio acquisitions and sales.

Real Estate. We regularly assist railroads in the acquisition, disposition, leasing and development of railroad right of way and related rail facilities. We also provide counsel in connection with the acquisition and development of significant Rail Intermodal projects and facilities. Our representation of railroads runs the gamut from negotiating purchase and sale and rail crossing agreements with individual land owners to the assemblage of multiple parcels involving coordination among numerous sellers, local governments and regulatory agencies. We also regularly assist railroads with the historical analysis of real property rights and have successfully represented railroads in disputes with state agencies over the extent of vested railroad rights in state-owned lands.

Litigation. We routinely represent our railroad clients in state, federal, regulatory, and arbitration forums both prosecuting and defending various commercial litigation matters including litigation related to federal preemption, real estate disputes, private and public crossing disputes, contract enforcement and interpretation, and cargo transportation claims and disputes. Our litigation team has extensive experience with interpretation and implementation of the various federal policies, regulations, and laws related to railroad operations, property management, and cargo transportation. We also assist clients in identifying and developing policies and strategies to avoid litigation.

Labor and Employment. We represent railroads in discrimination and harassment cases under federal and state laws. We advise regarding issues associated with mergers, acquisitions and layoffs; the drafting of employment agreements and related employment policies; as well as investigation of sexual harassment claims, preparation of affirmative action plans, and OFCCP audits. We also counsel on traditional labor issues under both the National Labor Relations Act and the Railway Labor Act, such as union campaigns, contract negotiations, labor disputes and defense of unfair labor practice charges.

Restructuring and Insolvency. We advise clients on creditors’ rights arising in connection with customer, shipper, or broker bankruptcy, receivership, or other form of insolvency proceeding. Restructuring and insolvency usually involves a range of issues, including complex vendor agreements, credit matters, preference and fraudulent transfer litigation, the assumption and rejection of contracts, claim issues, or the perfection of enforcement of common carrier liens on goods in transit.

Tort. We assist our clients with punitive damage claims, including support and oversight of trial counsel in cases that implicate corporate policies, training, and company-wide conduct. We coordinate discovery, defend apex depositions, and provide strategic leadership on legal defenses ranging from federal preemption to common law doctrines of vicarious liability.

Environmental Transactions. We have substantial experience in advising railroads on assessing and managing environmental liability in purchases, sales and leases of real estate, transactions, including transfers of legacy property with hazardous substance or petroleum contamination. We assist with the negotiation of master service agreements with environmental vendors and with the environmental aspects of rail-related business transactions, such as railroad tie procurement and disposal.

Regulatory and Compliance. We routinely represent our railroad clients in regulatory matters involving the Environmental Protection Agency, state environmental agencies, and the U.S. Army Corps of Engineers, including Superfund investigations and cleanups, wetlands issues, and other environmental matters. We also provide strategic advice and counsel regarding federal, state, and local environmental regulations and their impact on the rail business, including the transportation of hazardous materials or other regulated materials.

Environmental Litigation. We have substantial experience defending railroads in environmental enforcement actions, including citizen suits, as well as defending them in environmental tort and mass toxic tort actions arising from alleged soil and groundwater contamination. Our professionals have depth in guiding clients through all of the legal issues involved in moving a contaminated site through the regulatory cleanup process while also managing any threatened litigation or defending clients when there is actual litigation.

Transportation-Rail

CONTACTS

Scott S. Cairns Partner T: +1 904 798 3223
Results 1-13 of 13
Representative Matter

BMO Capital Markets Corp.

Representation of BMO Capital Markets as financial advisor to (1) Primo Water in its $263 million acquisition of Glacier Water Services and (2) Providence and Worcester Railroad in $126 million sale to Genesee & Wyoming Inc.; and (3) Questar Assessment Inc. in its $127.5 million sale to Educational Testing Service.
Representative Matter

Tractor trailer wrongful death case

Successfully argued and prevailed on numerous motions in tractor trailer wrongful death case. Prevailed on two summary judgment motions (causation and standard of care necessitating expert testimony), summary judgment on punitive damages, plea in bar on workers’ compensation as exclusive remedy, plea of sovereign immunity, and on several motions in limine.
Representative Matter

Former Executive Director of a regional transportation authority

Representation of former Executive Director of a regional transportation authority in the defense of a case alleging violation of First Amendment rights under 42 U.S.C. § 1983 and violation of the Illinois Whistleblower Act. The plaintiff, a former attorney of certain pension plans and 401(k)s, alleged that his representation was terminated because he reported pension funding shortfalls and statutory violations. After filing both a motion to dismiss and a motion for sanctions the court dismissed all claims against our client and ordered full briefing on the Rule 11 sanctions motion. Matter settled, our client agreed to withdraw his motion for sanctions and the plaintiff agreed to entry of judgment in favor of our client and to waive any right to appeal.
Representative Matter

Leading supplier of rail-based freight transportation

Effective defense of leading supplier of rail-based freight transportation in North America in nuisance case. Resulted in summary judgment for client and dismissal of case. Upheld on appeal by United States Court of Appeals for the Eleventh Circuit based on preemption. McGuireWoods has handled several nuisance cases in multiple jurisdictions for this client.
Representative Matter

Equity participant company

Representation of equity participant in $164 million leveraged lease of railcars to railcar operating company.
Representative Matter

Export development agency

Representation of export development agency in a $1.4 billion lease financing of railcars, locomotives and related maintenance facilities.
Representative Matter

International coal terminal

Effective defense of international rail/marine coal terminal in parallel nuisance actions in state and federal court. Federal court granted summary judgment for defendant, and state court dismissed on res judicata grounds.
Representative Matter

Leading supplier of rail-based freight transportation in North America

Representation of a leading supplier of rail-based freight transportation in North America in a cost recovery action by auto dealer alleging environmental response costs arising from development of property on site of former industrial wastewater lagoon against alleged prior owner and operator of lagoon. Suit brought under Florida environmental statute and common law theories (nuisance, trespass, negligence). Extrememly favorable settlement.
Representative Matter

Leading supplier of rail-based freight transportation in North America

Representation of a leading supplier of rail-based freight transportation in North America in a mass tort action by 102 property owners and other residents of neighborhood against nearby industrial operations seeking damages for personal injury and property damage arising from alleged groundwater contamination. Favorable settlement.
Representative Matter

Lessee and lessor companies

Regularly represent lessee and lessors in connection with short term operating leases of railcars.
Representative Matter

Lessor company

Represented lessor in $70 million portfolio sale of railcars and locomotives.
Representative Matter

Purchaser company

Representation of purchaser in connection with purchases of in excess of $600 million of locomotives and railcars.
Representative Matter

Sell-Side M&A Involving Sale of Korean Assets

Representation of a leading supplier of rail-based freight transportation in the sale of its world terminals business, which included facilities in China, Hong Kong and South Korea, to Dubai Ports International for $1.15 billion.
Results 1-13 of 13
Results 1-25 of 27
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Eric Bilik R. Eric Bilik
Partner
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2685
F: +1 904 360 6304
vCard
Candace Ali Blydenburgh Candace Ali Blydenburgh
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4772
F: +1 804 698 2034
vCard
Thomas R Brice Thomas R. Brice
Partner
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2629
F: +1 904 360 6335
vCard
Robert L Burrus Jr. Robert L. Burrus Jr.
Chairman Emeritus
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4306
F: +1 804 698 2023
vCard
Scott S Cairns Scott S. Cairns
Partner
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 3223
F: +1 904 798 3261
vCard
R. Patrick Dover R. Patrick Dover
Associate
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 3235
F: +1 904 360 6329
vCard
Alan B Gordon Alan B. Gordon
Partner
Tower Two-Sixty
260 Forbes Avenue
Suite 1800
Pittsburgh, PA 15222-3142

T: +1 412 667 7929
F: +1 412 667 7968
vCard
Sara F Holladay-Tobias Sara F. Holladay-Tobias
Partner
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2662
F: +1 904 360 6317
vCard
Patricia F Hosmer Patricia F. Hosmer
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 373 8984
F: +1 704 373 8935
vCard
Clarence Houston Hal Houston
Associate
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2614
F: +1 904 798 3272
vCard
Cameron Kynes Cameron G. Kynes
Associate
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 3411
F: +1 904 360 6320
vCard
John H Maddock III John H. Maddock III
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1178
F: +1 804 698 2186
vCard
Daniel Mahfood Daniel M. Mahfood
Associate
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2637
F: +1 904 360 6321
vCard
Amy B Manning Amy B. Manning
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 750 8904
F: +1 312 558 4386
vCard
Mitchell K Morris Mitchell K. Morris
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4370
F: +1 804 698 2129
vCard
Dale Mullen Dale G. Mullen
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4710
F: +1 804 698 2098
vCard
Janet P Peyton Janet P. Peyton
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1166
F: +1 804 698 2230
vCard
Lisa A Purvis Lisa A. Purvis
Counsel
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2636
F: +1 904 360 6354
vCard
Anna L Reimers Anna L. Reimers
Counsel
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 373 8094
F: +1 704 353 6205
vCard
Elizabeth M Rothenberg Elizabeth M. Rothenberg
Partner
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2683
F: +1 904 360 6352
vCard
Angelo Russo Angelo M. Russo
Partner
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1818

T: +1 312 849 8168
F: +1 312 849 8169
vCard
Anne Curtis Saunders Anne Curtis Saunders
Associate
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4397
F: +1 804 698 2197
vCard
Samuel L Tarry Jr. Samuel L. Tarry Jr.
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

2001 K Street N.W.
Suite 400
Washington, DC 20006-1040

T: +1 804 775 7873
F: +1 804 698 2188
vCard

T:+1 202 857 2417
F: +1 202 857 1737

Lisa Ormand Taylor Lisa Ormand Taylor
Partner
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 3240
F: +1 904 360 6340
vCard
Christopher Thanner Christopher J. Thanner
Partner
Bank of America Tower
50 North Laura Street
Suite 3300
Jacksonville, FL 32202-3661

T: +1 904 798 2686
F: +1 904 360 6313
vCard
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Results 1-1 of 1