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Mason L. Miller

Mason L. Miller
Managing Partner

J.D., Washington & Lee School of Law
B.S., Northwestern University

mmiller@millerwells.com
tel. 859­.309.6700
fax. 859­.957.1889
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Mr. Miller focuses his practice on business law, both transactional and litigation, and has extensive experience in mineral, banking, and other commercial matters. His clients include private equity funds, energy companies, regional and national banks, professional athletes and other large institutions. Mason has personally represented over a dozen publicly-traded companies in a wide variety of engagements.

Recent Litigation Engagements

2014 - (Kentucky) Lead counsel for former Governor asserting claims against privately-held company for breach of contract, tortious interference and intellectual property infringement. Case resolved favorably for client prior to filing.

2014 - (Kentucky) Lead counsel for plaintiff against closely-held coal company asserting mulit-million dollar claims for breach of partnership agreement, fraud and negligent misrepresentation. Case settled in favor of client prior to trial.

2013 - (Kentucky) Lead counsel for defendant coal company in breach of contract and fraud case brought by coal sales broker. Obtained successful dismissal of tort claims and case resolved favorably for client following appeal to Sixth Circuit.

2012 - (Tennessee) Lead counsel for defendant coal company in multi-million dollar breach of contract and fraud case alleging breach of a royalty and sales commission contract asserted by a coal sales broker. Partial summary judgment obtained for client and case subsequently settled.

2012 - (Texas) Lead counsel for plaintiff in breach of contract and negligence lawsuit against computer software firm related to improper installation and customization of accounting system. Case resolved in favor of client before discovery commenced.

2012 - (Kentucky) Lead counsel for plaintiff asserting claims for fraud, civil conspiracy and breach of contract against city and city attorney. Case resolved in favor of client at mediation.

2012 - (Kentucky Ct. App.) Lead counsel for plaintiff successfully overturning on appeal a prior summary judgment in multi-million dollar claim of negligence against insurance broker. Appellate decision obtained by Mr. Miller made new law recognizing the viability of a claim of negligent misrepresentation against an insurance broker in Kentucky. Case subsequently settled in favor of client after victory on appeal.

2011 - (Missouri) Co-lead counsel for Defendants, publicly-traded coal companies, in judicial takings/due process lawsuit seeking damages in excess of $200 million. Ongoing.

2011 - (Kentucky) Lead counsel for coal company executive and thirteen related defendants in bankruptcy adversary proceeding brought by Unsecured Creditors Committee for breach of fiduciary duty and related claims seeking damages in excess of $145 million. Ongoing.

2010 - (Kentucky) Lead counsel for publicly-traded Master Limited Partnership in fraud litigation seeking damages over $11 million. Summary judgment obtained for client; zero liability.

2010 - (District of Columbia and Tennessee) Lead counsel for defendant coal company in action brought by National Labor Relations Board, and in counterclaim brought in D.C. seeking to invalidate rulemaking authority of NLRB on constitutional grounds. Successfully dismissed.

2010 - (Kentucky) Lead appellate counsel for third party seeking to enforce rights under a Certificate of Insurance against insurance broker. Prevailed on appeal; new standard established under Kentucky law for duties owed by insurance brokers to third parties.

2010 - (Missouri) Lead counsel for defendant coal company in lawsuit brought by landowners seeking royalty payments in excess of $200 million. Summary judgment obtained for client; zero liability.

2009 - (Indiana) Lead counsel for shareholders in lawsuit brought against sitting U.S. Congressman for $8+ million concerning fraud and Civil RICO claims for bribery charges related to actions taken in Nigeria and other African nations. Ongoing.

2009 - (Kentucky) Lead counsel for class of 50+ physicians in multi-million lawsuit brought against former owners of Samaritan Hospital for breach of fiduciary duty following bankruptcy of hospital. Successfully resolved.

2007 - (Kentucky) Lead counsel for defendant coal company in $62 million claim brought by joint venture partner arising from sale of coal reserves to Penn Virginia Resource Partners. Successfully dismissed for client; zero liability.

2006 - (Delaware) Lead counsel for Plaintiff in $214 million lawsuit for fraud and breach of contract against world's third-largest investment banking organization. Successfully resolved; terms confidential.

Recent Transactional Engagements

2014 - Lead counsel for general contractor and construction manager in connection with the development of an 88-room, $40,000,000+ hotel redevelopment in Lexington, Kentucky.

2014 - Lead counsel for City of Lexington in connection with development of Centrepointe property and associated matters.

2013 - Lead corporate counsel for public coal company in registration and exchange offer of $200,000,000 of bonds pursuant to Securities Act of 1933.

2013 - Lead corporate counsel for software development firm in merger with publicly-traded company and accompanying private placement of preferred equity.

2013 - Lead counsel for mining engineering firm in connection with merger with bonding and consulting company.

2012 - Lead corporate counsel for issuer of $200,000,000 secured high-yield bonds pursuant to Rule 144A of the Securities Act.

2012 - Lead corporate counsel for borrower in $50 million credit facility/asset-based revolving loan.

2012 - Lead counsel for publicly-traded Fortune 100 company in project to secure and develop fluorspar mining reserve in Western Kentucky, the largest United States development of fluorspar since before the inception of the Cold War.

2011 - Co-lead counsel for issuer in a proposed simultaneous public offerings of national coal company in NASDAQ equity offering of over $120 million.

2011 - Lead counsel for borrower in $155 million credit facility comprised of fixed term note and asset-based revolving loan.

2011 - Lead counsel for issuer, a private equity fund, in exempt private placement of $15 million preferred equity sale.

2010 - Lead counsel for international engineering firm in connection with establishment of joint venture with publicly-traded consulting firm.

2010 - Lead counsel for lender in refinancing of credit facility for 45,000 square foot hotel and 15 acre commercial development.

2009 - Lead counsel for energy company in lease of over 250,000 tons of coal reserves from publicly-traded steel company, representing the largest single block of undeveloped reserves in Kentucky.

2008 - Lead counsel for purchaser, master limited partnership, of $80.7 million acquisition of coal reserves and other mineral interests from publicly-traded international energy company.

2007 - Lead counsel for buyer of fee and leasehold coal reserves in $49.6 million transaction.

2007 - Lead counsel for purchaser, private equity owned coal company, of $46.5 million of surface and mineral reserves in West Kentucky.

2006 - Lead counsel for acquirer in series of transactions with St. Louis based energy company collectively valued at $77 million.

2006 - Co-lead counsel for New York-based REIT in acquisition of $85 million industrial site from City of Louisville.

Civic Involvement and Related Service

Board Member, Jewish Hospital/St. Mary's Healthcare (Louisville)

Co-Chair, Transition Team, Lexington Mayor (2010-2011); Legal Division/Working Group

Donor and Volunteer, Catholic Action Center

Publications, Presentations and Instructional Positions

Instructor, Williams School of Commerce, Washington & Lee University (e-Commerce; Management and Information Systems).

Author, "Techno Liability: Corporate Websites, Hyperlinks, and Rule 10(b)-5," 58 Wash. Lee L.R. 367 (2001).

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