EMLF: Coal Law Short Course

Back to Coal Law Short Course e-Brochure

Wednesday, August 5, 2009	WVU College of Law
8:00-9:00 a.m.	Black Lung (Coal Worker Pneumonconiosis) Timothy W. Gresham, Penn Stuart Eskridge, Abingdon, VA	Gresham
	Part 18 ~ Black Lung (Coal Worker’s Pneumoconiosis) History of the Black Lung Act and Amendments Constitutionality – Usery v. Turner Elkhorn Mining Co., 428 U.S. 1 (1976) Transfer provisions Regulatory changes Financial Liability; Social Security Responsibility; Operator Responsibility – “Responsible Operator,” Successorship, Prior Operator Liability; Insurance vs. Self-Insured; Trust Fund Responsibility Entitlement: Standard, Deﬁnition and Proof of Pneumoconiosis, Causal Relationship Miner’s Claims – Deﬁnition and Proof of Total Disability, Causation Survivors’ Claims – Deﬁnition of Survivor, Causation Beneﬁts; Indemnity Payments – Amounts, Offsets; Medical Beneﬁts; Fees/Expenses Incurred in Successfully Pursuing Claim Procedure; Filing Claim and Initial Processing, Administrative Law Judge (ALJ) Hearing, Appeals – Beneﬁts Review Board, Federal Courts of Appeal; Modiﬁcation, Subsequent Claims Part 19 ~ State Workers’ Compensation Programs Overview What Is Compensated? Functional Loss, Wage Loss, Permanent, Partial Disability, Temporary Total Disability, Death Due to CWP (Coal Workers’ Pneumoconiosis) How Compensated? Number of Weeks, Percentage of Compensation Rate, Medical Beneﬁts Limitations on Actions for Beneﬁts for CWP Effect of Award of Federal Black Lung Beneﬁts on Receipt of State Beneﬁts
9:00-9:15 a.m.	Break
9:15-10:45 a.m.	The Business of Coal Mining Charles “Chud” B. Dollison, Imagin Natural Resources, Richmond, VA C. Seth Wilson, Bowles Rice McDavid Graff & Love, Morgantown, WV	Wilson
	Part 20 ~ The Business of Coal Mining Organization and Operational Characteristics Agreements; Contract Mining Agreements; Coal Sales Contracts, NYMEX and the “Spot Market”; Coal-handling, Processing, and “Through-Put” Agreements Equipment Leasing and Transportation Issues Taxes: Federal Black Lung Excise Tax; Abandoned Mined Land (AML) Fees, Severance Taxes, Ad Valorem Property Taxes
10:45-11 a.m.	Break
11:00 a.m-Noon	Labor and Employment: Union Free and Union Operations Robert M. Steptoe, Jr., Steptoe & Johnson, PLLC, Clarksburg, WV	Steptoe
	Part 21 ~ General Employment Issues and Statutes Whistleblower Laws, Including Sarbanes Oxley (SOX) State Wage Payment & Collection Act Issues Worker Adjustment and Retraining Notiﬁcation Act (WARN)
Noon-1 p.m.	Hosted Luncheon at the Law School
1:00-3:00 p.m.	Labor: Union Free and Union Operations David J. Laurent, Buchanan Ingersoll & Rooney, P.C., Pittsburgh, PA John L. Woodrum, Ogletree Deakins Nash Smoak & Stewart, Washington, DC	Laurent Woodrum
	Part 22 ~ Labor: Union Free and Union Operations; Collective Bargaining in the Coal Industry The United Mine Workers of America (UMWA) and the Bituminous Coal Operators Association (BCOA) National Bituminous Coal Wage Agreements (NBCWA) Notable Strikes and Corporate Campaigns Me-Too Agreements Jobs Memorandum of Understanding (Jobs MOU) Current and Future Organizing Single Employer Issues National Bituminous Coal Wage Agreement (NBCWA) Provisions (other than Article XX) Article I - Successorship Article IA and II - Leasing, Licensing and New Operations Article XVII - Panels Article XXIII - Grievance and Arbitration National Bituminous Coal Wage Agreement NBCWA Article XX Issues: Pension and Health Plans – Employee Retirement Income Security Act (ERISA), Multiemployer Pension Plan Amendments Act (MPPAA), and Coal Industry Retiree Health Beneﬁt Act (CIRHBA) The Labor Contract vs. Plan Documents Pension Plan Withdrawal Liability – Multiemployer Pension Plan Amendments Act (MPPAA) Evergreen Clause and Single vs. Multiemployer Bargaining Statutory Retiree Health Care – Coal Industry Retiree Health Beneﬁt Act (CIRHBA) “Rockefeller” Act and 2006 Amendments Contractual Retiree Health Care and the UMWA 1993 Beneﬁt Plan 401(k) Pension Plan and the New Inexperienced Miner Program Resolution of Disputes (RODs)
3:00-3:15 p.m.	Break
3:15-5 p.m.	Coal Asset-Based Transactions: A Case Study Moderator: John E. Rhine, Rhine Ernest LLP, Evansville, IN John T. Boyd II, John T. Boyd Co., Canonsburg, PA Warren J. Hoffmann, Frost Brown Todd LLC, Lexington, KY Thomas E. Meng, Stites & Harbison, Lexington, KY	Rhine Boyd
	Part 23 ~ Coal Asset-Based Transactions – A Case Study The ﬁnal session will integrate the previous three-days’ materials as participants evaluate the parties’ interests and legal requirements of a mock transaction. The Moderator will describe the setting according to facts set forth in the course materials. Through conversations with the Seller’s Representative and the Buyer’s Representative and by question and answer with the class participants, the Moderator will address a series of questions regarding the transaction. Class participants will reﬂect on written questions in the course materials and be given a chance to complete their written answers prior to class discussion. Materials: (1) Outline of sale, including narrative description of Seller Company structure, mines and associated facilities, regulatory compliance, and mineral holdings and Buyer Company; (2) Due diligence checklist; (3) For discussion, a list of questions that address the following topics: Primary Topics Type of Transaction: Stock Purchase or Asset Sale Due Diligence: Conﬁdentiality Agreements; Employ Consultants; Verify Ownership; Evaluate Reserves, Mine Plan, Contracts; Regulatory Compliance; Applicant Violator System; Determine Value Finance and Risk; Lenders, Bonding, Insurance Negotiating Terms: Price, Representations and Warranties, Consents and Authorizations, Contingencies; Conditions Precedent Documents: Term Sheet and/or Letter of Intent; Purchase and Sale Agreement; Assignments, Consents, and Waivers; Deeds and Bills of Sale; Stock or Membership Purchase; Interim Operating Agreement; Mortgages and Security Agreements Closing and Post-Closing: Execution and Certiﬁcates of Authority; Filings (real property, UCC) Regulatory Approval: Updating Owner/Controller Records; Transfer of Permits
5:00 p.m.	Coal Short Course Adjourns