The law firm of Davidson, Jones & Summers, A Professional Law Corporation, was established in 1981 by Randall S. Davidson. The firm maintains a general civil practice, with particular emphasis on oil and gas, corporate law, business transactions and employment law. Our diverse client base includes companies and individuals with interests in the areas of healthcare, construction, oil and gas, banking, insurance, gaming and real estate.

The following are some examples of the services and experience we can provide our clients.

[top] Transactional Practice:

For over 30 years, we have provided transactional services to clients across the nation in a variety of matters, including:

• Small- to medium-sized business acquisitions, including asset purchase agreements, stock purchases, mergers, and related due diligence;
• Commercial lending, representing both lending institutions and borrowers, including transactions involving asset based financing of real estate, securities, timber and mineral rights collateral;
• Oil and gas transactions, including sales and acquisitions of both on-shore and off-shore producing properties, title opinions, and E&P work, advice on oil and gas leases and mineral deeds;
• Commercial real estate acquisitions; development agreements, construction agreements, and build-to-suit lease agreements;
• Formation and reorganization of limited liability companies, closely-held corporations, partnerships and joint ventures;
• Employment, bonus, profit-sharing and other compensation agreements;
• Gaming management and development agreements;
• Agreements and business arrangements in the fields of health care, construction, real estate, gaming, timber and oil and gas.

Some recent examples of our transactional work:

• Represented purchaser in acquisition of California offshore oil platforms and mineral leases with transaction value of over $112 million, including negotiation and drafting of purchase and sale agreement, financing documents, negotiations with lenders, review and drafting of transaction and loan documentation for purchaser, and advice regarding compliance with environment and regulatory authorities.
• Services for purchaser in asset acquisition of drilling contractor business in Texas and Louisiana, with transaction value in excess of $16 million, including drafting of purchase agreement, entity formation, due diligence efforts and financing.
• Represented seller in sale of psychiatric hospitals in Louisiana and Mississippi with transaction value of over $35 million, including negotiation of purchaser agreement, earn-out provisions, and compliance with due diligence requests of purchaser.
• Represented closely-held American company in connection with development of South American lottery business in Republic of Peru, with transaction value of over $20 million, including matters of entity formation, offering to investors, review of transaction for Regulation D compliance, and negotiation of joint venture agreements with strategic business partners.
• In years 2000-2007, represented lenders and borrowers in placement of commercial loans with combined value in excess of $500 million with varying collateral arrangements including timber, real estate, new construction, accounts, inventory and equipment, securities and securities accounts with brokers and other investment intermediaries.
• In years 1995-2007, assisted lenders with specialized agreements related to commercial loans, including account control agreements, special collateral agreements, subordination, non-disturbance and attornment agreements, special guaranties, timber mortgages and deeds of trust, and oil and gas lease mortgages and deeds of trust with assignments of production.
• Represented numerous sellers, purchasers, lessors and lessees in transactions involving the transfer of oil and gas properties, mineral leases, real estate, timber, gaming assets, and other assets.
• Negotiated and drafted numerous video poker gaming participation agreements and related gaming contracts.
• From 1994-1998, handled a purchaser’s acquisition of two thoroughbred racetracks in Albuquerque and Santa Fe, New Mexico, and the subsequent resale of the Santa Fe Track.
• Represented distributor in negotiation and drafting a subdistribution agreement with a national restaurant equipment dealer to launch new commercial restaurant grease filter with expected sales of $4 million per year.
• Assisted video poker equipment distributor in drafting major distribution agreement for sale of video gaming devices (VGD’s) in Louisiana.
• In 2007, represented the Borrowers in the successful closing of over $200 million in private equity funding for oil and gas drilling and development programs.
• In 2007, represented Seller in the sale of oil and gas leases and well-head equipment valued at $48 million.
• In 2007 and 2008, represented numerous land and mineral owners in connection with mineral leases and mineral sales.

[top] Commercial Litigation Practice:

The firm has served clients in resolving many types of business and investment disputes, including litigation and arbitration in the following areas:

• Litigation over the ownership of mineral rights and mineral royalties.
• Litigation over ownership and control of corporations, limited liability companies, and closely-held business organizations.
• Litigation and arbitration of construction contracts, subcontracts and construction management agreements.
• Investment and securities disputes.
• Conflicts over oil and gas leases, participation and development agreements, and operating agreements.
• Debtor-creditor disputes on commercial loan transactions, including workout negotiations and foreclosure actions.
• Landlord-tenant disputes under commercial leases.
• Employment contract disputes.
• Conflicts over business transactions in the fields of oil and gas law, construction law, real estate, gaming, and aviation.
• Commercial bankruptcy, including representation of both debtors and creditors in bankruptcy reorganizations and liquidations under Chapter 11.

Some recent examples of our commercial litigation and bankruptcy work:

• In period 1986-1992, handled numerous Chapter 11 cases for debtors and creditors involving independent oil and gas exploration companies located in Louisiana.
• In 2002, successfully defended commercial real estate owner in arbitration proceeding against $1 million plus change order claim of contractor, handled related subcontractor liens claims and pursued indemnity for contractor defaults against surety bond. Pilot Corporation v. River Valley Excavation, Inc., No. 69 110 0025401, American Arbitration Association, Bossier Parish, Louisiana;
• In 2002-2004, represented debtor in possession in Chapter 11 case involving construction company having asset value in excess of $18 million, including related claims defense and adjustment, collection matters, administrative matters, and submission of a confirmed and consummated liquidating plan of reorganization. In re Whitaker Construction Co., Inc., No. 02-12642, United States Bankruptcy Court, Western District of Louisiana.
• In 2003-2004, successfully represented owner of healthcare business in ownership dispute with estimated value in excess of $18 million. Allegiance Health Management, Inc. v. Greenwood Specialty Hospital, L.L.C., No. 490,731, First Judicial District Court, Caddo Parish, Louisiana.
• In 2004, successfully represented bond company in defense and claims resolution issues in excess of $10 million in context of claimant’s Chapter 11 reorganization. In re: Hollywood Casino, No. 04-13259, United States Bankruptcy Court, Western District of Louisiana.
• In 2001, successfully represented group of investors in state-law fraud and securities action involving video poker investments. Harrison v. Advantage Gaming, No. 436,905, First Judicial District Court, Caddo Parish, Louisiana.
• In 2004-2005 successfully represented local shopping center owners in K-Mart Chapter 11 Reorganization in connection with rent, tax reimbursement and lease rejection damage claims.
• Successfully represented general contractor in change order litigation on public works project, obtaining substantial ($1 million plus) pretrial settlements and $764,265.00 jury verdict against municipality. Whitaker Construction Co., Inc. v. City of Shreveport, No. 03-1560, United States District Court, Western District of Louisiana.
• Successfully handled litigation over ownership dispute involving video poker companies having a combined value of over $20,000,000. Rosbottom v. Rosbottom, First Judicial District Court, Caddo Parish, Louisiana.
• Successfully appealed to federal appellate court, a first impression issue arising under the Louisiana Public Works Act lien procedures. In re Whitaker Construction Co., Inc., Case No. 04-30344, United States Fifth Circuit Court of Appeal.
• In 2006-2008, represented Chapter 11 Debtors in liquidation of 600 apartment units in Shreveport, Louisiana.
• In 2008, litigation ownership of mineral for landowners claiming fraud in the execution of a mineral lease. Williams Trust v. Russell Thomas Green, et al, Case No. 5:08-CV-547, USDCWD Louisiana.
• Representing royalty owners in 2007, suit to determine title to mineral rights in multiple wells producing from Lower Cotton Valley formation on J. W. Operating Co. v. Lago Leasing et al, Case No. 506479, 1st JDC Caddo Parish, Louisiana.

[top] Employment Law and Civil Rights:

We have handled disputes and actions on behalf of both plaintiffs and defendants in both federal and state courts, such as:

• Title VII of the Civil Rights Act of 1964 and state-law termination, discrimination, sexual harassment and retaliation;
• Family and Medical Leave Act (FMLA) retaliation actions;
• Equal Pay Act;
• whistle-blower claims;
• Age Discrimination in Employment Act (ADEA) matters;
• employment contracts, confidentiality agreements and non-competition clauses.

Some recent examples of our employment and civil rights law work:

• Represented plaintiff in gender discrimination action jury trial, resulting in largest jury verdict awarded in the State of Louisiana for gender discrimination ($3,279,000.00), which was affirmed on appeal. Melody Olson v. Metropolitan Life Insurance Co., No. 91-0392, United States District Court, Western District of Louisiana.
• Represented parent plaintiff group in Title IX gender equity lawsuit against Caddo Parish School Board, which resulted in several million dollars being allocated to bring public school system into compliance with Title IX. Merritt v. Caddo Parish School Board, No. 96-2701, United States District Court, Western District of Louisiana.
• Represented female members seeking access to public accommodation restaurant facilities at Southern Trace Country Club in Shreveport, Louisiana, resulting in the Louisiana Supreme Court’s first ruling that gender-segregated dining facilities in public accommodations are unconstitutional. Albright v. Southern Trace Country Club of Shreveport, Inc., No. 449,372, First Judicial District Court, Caddo Parish, Louisiana.

[top] General Civil Practice / Business & Personal Planning:

Our firm provides services and advice to clients in many other areas, including:

• mineral rights, oil and gas leases, mineral sales
• estate planning, including advice on business organizations, trusts and wills;
• probate matters, including simple and administered successions, and probate disputes;
• general civil rights practice in areas of public accommodation, education and Title IX of the Education Amendments of 1972;
• general advice to health care providers regarding Medicare and Medicaid reimbursement, Stark II and anti-kickback laws and regulations, and review of professional service agreements for compliance with regulatory safe harbors;
• zoning and local business regulation;
• business planning, business creation and organization, restructuring and asset planning and protection;
• we have represented the executor or administrator in several probate matters (successions in administration) involving oil and gas properties and real estate holdings;
• We have provided due diligence and investigative services for out-of-state clients contemplating investments in Louisiana.