Advising Training Stable Operator on Business Matters, Litigation
This client maintains a training barn and lesson program in Kentucky. Our work includes general business advice, collections litigation, liability waivers and risk management, counseling on disputes with customers, bills of sale, agency/commission disclosure obligations and boarding and training contracts.
Counsel to Saddlebred Rescue, Inc.
We serve as outside general counsel for a non-profit 501(c)(3) horse rescue based in New Jersey. Saddlebred Rescue purchases horses from auctions and sales where they are at risk for slaughter, rehabilitates any health concerns and uses a professional trainer to evaluate the horses, determine their level of training and suitability and place them into an appropriate home. Our work for Saddlebred Rescue includes handling corporate compliance, insurance and fundraising issues, drafting and guiding policies on social media use and revising adoption contracts and releases. We also assisted Saddlebred Rescue throughout the application process to become “Verified” by the Global Federation of Animal Sanctuaries (GFAS).
General Counsel to Equine Chiropractor
We serve as outside general counsel to an equine chiropractor working in Kentucky. Our work includes advice on licensing compliance and general business issues, paperwork related to the client’s purchase and sale of horses, representation in disputes involving the federal Horse Protection Act and regulations and collections litigation.
Represent Account Wagering Companies
Represented account wagering companies (online handicapping) in acquisition of various state licenses (Oregon, North Dakota, Kentucky, etc.), and continued regulatory compliance at the state level including representation before the Racing Commission.
Advise International Gaming Companies
Ongoing counsel to international gaming companies on U.S. gaming law (civil and criminal) including the Wire Act, Interstate Horseracing Act, and Unlawful Internet Gambling Enforcement Act (UIGEA), simulcasting agreements, trademarks and other intellectual property protection, and foreign entity qualification in various state jurisdictions.
Representation of Non-Profit Equine Trade Associations
Ongoing counsel to various not-for-profit equine trade associations. Work includes advice on corporate governance, rule book compliance, hearing committee, intellectual property protection, employment agreements, election protocol and general contract work.
Represented client in acquisition of thoroughbred racetrack and subsequent sale including representation before the Michigan Racing Commission.
Represented client in ownership of interest in racetrack in Kentucky, including representation before the Kentucky Racing Commission. Advised on legal status of instant racing.
Drafted rules and regulations for online fantasy handicapping tournaments including compliance with state and federal law.
General Counsel for premier racetrack in Florida. Advised on all aspects of racetrack management including pari-mutuel wagering, regulatory compliance, simulcasting contracts, condition book, stall applications, and general business contracts including food service and on-track veterinary services.
Draft and negotiate purchase and sales agreements for racehorses, stallion prospects and elite show jumpers and hunters.
Draft and negotiate stallion syndicate agreements for premier stallion farms. Drafted and/or negotiated agreements for BIG BROWN, GHOSTZAPPER, AWESOME AGAIN, WAR PASS, FLOWER ALLEY, POINT OF ENTRY, FORT LARNED, DIALED IN, ICEBOX, BRILLIANT SPEED and many others.
Draft and negotiate mare share agreements, stallion service contracts, foal share agreements, pinhooking partnerships, artificial insemination and embryo transfer agreements.
Formation of racing partnerships and advise and negotiate choice of entity, terms of management, transfer provisions and regulatory compliance.
Draft and negotiate purchase and sale agreements and co-ownership agreements for elite show jumpers and three-day event horses.
Draft lease agreements for competitive show horses and ponies and racehorses.
Advised show jumping operation regarding obtaining USEF and FEI show dates, and all contractual aspects of hosting FEI CCI*** competition.
Advise sport horse and thoroughbred and standardbred farms in all aspects of operations including boarding contracts, lease agreements, bills of sale, releases and waivers, liability, local and state regulatory matters, lien placement and collection of payment due.
Represented client in purchase of horse show dates and compliance with USEF license transfer and compliance.
Purchase and sale representation of thoroughbred and sport horse farm real estate.
Equine and Middle Market Commercial Lending
14 years experience documenting all aspects of commercial loans secured by equine collateral for two regional lenders. Expertise in Uniform Commercial Code compliance, filing and perfection as well as lien enforcement and competing liens with respect to equine collateral. 5 years of significant equine lending workout practice including forbearance, collateral marshalling, receivership, sale of collateral, and litigation. Relationships and experience working with all major equine sales companies.
Acquisition via Merger
Host Communications, Inc. (HOST) is a sports marketing and association management company that was the primary marketer for the National Collegiate Athletic Association. Its annual revenues exceeded $46 million. HOST also held a 34% interest in its affiliate, Universal Sports America, Inc. ("USA"), a successor to a number of businesses formed to operate and market grass-roots participation events. USA's annual revenues exceeded $62 million.
Bull Run Corporation, a publicly traded company, through a corporate reorganization and a series of subsidiary mergers acquired HOST, USA and Capital Sports Properties for consideration of cash and common stock in the approximate amount of $158 million. See Form S-4 Registration Statement, as amended, for B.R. Holding, Inc. filed on August 9, 1999.
The firm's experience as sports marketing counsel for HOST and USA brought inherent knowledge of the niche industry to the deal.
Counsel to the United States Equestrian Federation
We have counseled the United States Equestrian Federation, Inc., on an ad hoc basis, with respect to corporate governance issues, contract negotiations, sponsorship and trademark licensing issues, trademark prosecutions, unrelated business income tax matters, employment issues, charitable organization registration regarding solicitations of funds, sweepstakes rules and regulations and governmental relations matters.
Legal counsel for World Games 2010 Foundation, Inc.
We served as legal counsel for the World Games 2010 Foundation, Inc. (the "Foundation"), the Kentucky organization tasked with staging the World Equestrian Games at the Kentucky Horse Park in 2010. Dinsmore assisted the Foundation with (i) corporate compliance; (ii) corporate governance; (iii) numerous contractual relationships, including issues relating to the Staging Agreement with the FEI, trade fair agreements, talent agreements, operational consulting agreements, and multi-million dollar sponsorship agreements; (iv) government relations activities; (v) trademark prosecution and licensing; (vi) advice regarding unrelated business income tax issues as a not-for-profit entity staging a multi-million dollar event; and (vii) leasing issues with the Commonwealth of Kentucky for the Kentucky Horse Park.