Reed S. Oslan, P.C.

Principal Professional Experience

Commercial Trial and Litigation Work

• Nearly 25 years of successfully representing corporate clients in commercial disputes relating to breach of contract and fraud actions, failed venture capital and other corporate transactions, environmental disputes with governmental agencies or private parties, purchase price adjustments, real estate and partnership disputes, and indemnity claims. These regularly include billion and multi-hundred million dollar disputes. Reed also has represented clients in international arbitrations in Switzerland, Canada and New York.
• Bankruptcy experience includes prosecution and defense of litigation claims in the context of reorganization and liquidation proceedings, including fraudulent conveyance and other adversary commercial disputes. Reed has tried cases in the federal bankruptcy courts and is experienced with the unique procedures and strategies that are appropriate in those venues. Reed won the only substantive consolidation trial to find against the debtor and creditor committees in favor of a lone objecting creditor.
• Environmental experience includes a broad range of air, water, and hazardous waste counseling and litigation. Reed has handled major Superfund and Resource Confirmation Recovery Act (RCRA) matters, as well as administrative matters relating to various permitting programs.
• Reed is the chairman of the Kirkland Special Fee Committee, the group of partners responsible for alternative billing arrangements including contingent fee, flat fee, discounts and bonus arrangements.

Commercial Litigation Experience

Bracket Holdings v. Express Scripts and United Biosource

• Represented Bracket in jury trial relating to fraud by the seller in connection with an acquisition. A Delaware jury rendered an $82 million verdict in our client’s favor and, with pre- and post-judgment interest, our client’s verdict will exceed $120 million. 

Miller UK Ltd. v. Caterpillar Inc.

• Successful trial against Caterpillar Inc. (CAT) in connection with CAT’s breach of contract and theft of trade secrets culminating in a $73.6 million verdict for Miller UK Ltd. The award in the five-year battle is believed to be the largest trade secret misappropriation verdict in Illinois history.

Fleischer v. Spirit Finance

• Represented finance company in litigation relating to employment agreement and related disputes.

Hoosier Energy v. John Hancock Life Insurance Company

• Successful representation of rural electrical cooperative for the southern half of Indiana with respect to a complex financing under a “sale-in/lease-out” real estate sale leaseback structure. Case involved numerous issues of U.S. tax laws, restructuring, finance, and the doctrine of temporary and permanent impossibility relating to a SWAP contract with Ambac Financial. 

Lauth v. Cook

• Successful trial of ownership dispute in $500 million resort and casino venture. Reed first chaired an arbitration in which he obtained for his client a favorable award on an important ownership dispute. The win preserved the client’s ownership stake and prompted a favorable sale of the interest to the client’s partner.

Conseco v. Donald Trump Litigation

• Successful trial against Donald Trump in connection with Trump’s breach of a joint venture agreement with Conseco, Inc. relating to the famous General Motors Building in New York. Reed was the first chair trial counsel to Conseco in that matter and successfully defeated Trump and his claim to a greater amount of profit than allowed under the parties’ agreement. This success was a critical element to Conseco’s emergence from Federal Bankruptcy protection.

Director and Office Loan Litigation

• Current representation of publicly-traded insurance company against 11 former officers and directors with respect to over $650 million in unpaid borrowings under a loan for stock program approved by the defendants while they controlled the company. Reed has engineered numerous successes in this high-profile matter.

Challenge to $1.4 Billion Real Estate Sale

• Represented seller of $1.4 billion commercial office tower in New York in connection with challenge by unsuccessful bidder to preclude the sale of the building due to alleged misrepresentations in sale process. Defeated challenger at preliminary injunction hearing and sale was closed shortly thereafter. This was the largest sale price of commercial real estate in New York history.

Litigation Relating to Accounting Misrepresentation in Acquisition

• Successfully represented purchaser in breach of contract and fraud action relating to sellers’ overstatement of earnings in context of transaction. Reed represented the buyer and demonstrated that the false financial statements provided by the seller caused over $100 million of damages. Favorable settlement negotiated on eve of trial.

Litigation Relating to Breach of Contract and Fraud Re: Commercial Purchasing Contract

• Successful defense of client in claims for more than $50 million for alleged late delivery and breach of implied and express warranties in connection with custom packaging transaction.

Litigation Relating to Venture Capital Transactions

• Reed is frequently involved in disputes relating to venture capital and corporate transactions. These matters involve breach of contract and fraud claims. Often, domestic or international arbitration clauses control. Handling numerous breach of accounting representation matters for failure to meet Generally Accepted Accounting Practices (GAAP) representations.

Current Representation of Plaintiff in Fraud Action Re: Sale Transaction

• Represented purchaser of a business that was overvalued due to fraud by the sellers in terms of channel stuffing and false financial reporting shortly before the closing.

Litigation Relating to Purchase-Price Adjustments

• Several successful resolutions of contractually required dispute resolutions regarding balance sheet adjustment in context of purchase or sale of business. Working closely with accounting experts, Reed has successfully represented clients in balance sheet and working capital adjustment procedures. 

Litigation Relating to Indemnification Claims

• Successful representation of clients with respect to indemnity claims relating to environmental expenditures and other claims relating to the operation of the acquired business.

Litigation Relating to Loan Default and Fraud in Connection with Movie Production

• Successful representation of lender in fraud and breach of contract action against Canadian producer involved in obtaining certain Canadian tax credits and converting them.

Restructuring Litigation Experience

W.R. Grace Chapter 11 Bankruptcy

• Reed is relationship coordinator for Kirkland’s representation W.R. Grace in its Chapter 11 proceeding. Reed has worked on numerous litigation issues in the context of that bankruptcy.

Conseco, Inc. Bankruptcy

• Lead counsel in several critical litigation matters in the context of the Conseco bankruptcy in Chicago. Reed’s successful representations of the debtors in that matter, particularly the Trump litigation, were instrumental to Conseco’s ability to emerge from bankruptcy.

In re World Access Bankruptcy

• Reed represented the only creditor opposing the proposal plan of reorganization of five related, but legally separate, telecommunications companies. Reed first chaired a five-week bench trial in the bankruptcy court in Chicago and defeated the proposed plan of substantive consolidation, over the objection of the debtors and the creditors’ committee. This was the first substantive consolidation to go to trial and find against substantive consolidation against the creditor committee and debtor plan.

Harnischfeger/Beloit Adversary Proceedings

• Representing debtor in $36 million claim for damages arising out of certain corporate guarantees provided both before and after the Chapter 11 filing. Underlying claim for damages result from alleged breach of contract for major tissue manufacturing equipment for a facility in Germany.

Mednet Fraudulent Conveyance Action

• Successful defense in fraudulent conveyance action initiated by the trustee on behalf of liquidating trust. Defended venture capital seller, establishing that the debtor received reasonably equivalent value when it purchased a direct mail pharmacy company from our client.

Bankruptcy Litigation Advice

• Regularly providing advice to Kirkland bankruptcy attorneys with respect to ongoing Chapter 11 and Chapter 7 proceedings.

Environmental And Insurance Litigation Experience

Trial And Court of Appeals Victory in Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) Cost-Recovery Matter (Tennessee):

• Successful trial and appeal in by current owner against client/former owner relating to contaminated coal tar facility. Success based on contractual “as is” clause in 1975 agreement, coupled with substantial evidence of pre-purchase knowledge and substantial contribution of contamination at subject site. Upheld at Sixth Circuit. 

CERCLA Section 106 Trial (California):

• Represented client in first CERCLA Section 106 sufficient cause trial to assess merits of Potentially Responsible Party’s (PRP) penalty defense. Case involved numerous substantive and evidentiary issues of first impression. Favorable trial court ruling for client. Case is on appeal to Ninth Circuit Court of Appeals.

Representation (Taiwan):

• Reed represented the former owner of the RCA television and semiconductor plant in Taiwan in the most notorious contamination site in that country. The site has been referred to as the Love Canal of Taiwan.

Major Environmental Coverage Action (Pennsylvania, Missouri, Indiana, California):

• Lead counsel in major environmental coverage evaluation for multi-billion dollar, international chemical and pharmaceutical company. Involved in assessing hundreds of millions of dollars of claims and coverage.

Landfill Litigation (California, New York, Indiana):

• Representing several clients in connection with Superfund claims at former municipal landfill sites. Negotiated extremely favorable settlement at City of Fresno Landfill, after filing of summary judgment motion on divisibility.

Former Pesticide Formulation Facility (California):

• Represented customer of a pesticide formulator in suit under CERCLA and California law for contribution for soil and groundwater contamination at the site. This case involved a variety of liability, indemnity, and equitable allocation issues. Negotiated extremely favorable settlement in February 1995.

Former Industrial Landfill (Indiana)

• Representing present owner and largest customer of industrial landfill, now considered a Superfund Site by U.S. Environmental Protection Agency (EPA). While EPA concluded the site poses no present risk, it nevertheless selected an extensive remedy, perhaps costing $20 million, based upon a hypothetical future risk.  This case involves numerous risk-assessment issues, as well as a challenge to EPA’s CERCLA enforcement authority. Litigation will involve defending against EPA  and pursuing contribution from other PRPs.

Former Solvent Reclamation Facility (Indiana):

• Represented several PRPs at heavily contaminated NPL site. Lead counsel on negotiation of allocation for group of 150 similarly situated companies resulting in reduction of liability by more than 80%. Client agreed to settle as de minimis party.

Metal Mining Site — CERCLA Action (Missouri):

• Represented former mine site owner in trial of a $75 million CERCLA private-cost recovery/contribution action. The current owner of a mine sued to recover millions of dollars in past and alleged future costs to address mine tailings containing metals which allegedly are hazardous substances under CERCLA. Evidence was presented that showed no threat to human health or the environment exists at the mine, and that the plaintiff was merely attempting to divert its routine maintenance costs to NL through CERCLA.

Former Secondary Lead Smelter Site (Illinois):

• Representing former owner of secondary lead smelter in CERCLA lawsuit to enforce an administrative order and for penalties and treble damages. EPA has proposed a $50 million remedy that will involve the excavation of more than 55-square blocks of residential properties. Our client refused to implement this remedy and is challenging EPA’s authority under CERCLA. We recently negotiated a very favorable interim resolution and will demonstrate that there is no scientific justification for the proposed remedy.

Exxon VALDEZ Oil Spill Litigation

• Involved in representation of Alyeska Pipeline Service Company, Inc., the operator of the Trans-Alaska Oil Pipeline, in more than 100 lawsuits relating to the environmental damage resulting from the Exxon VALDEZ grounding, the largest oil spill in United States history. In both private and governmental lawsuits, it is contended that Alyeska, as operator of the pipeline, is responsible for any harm resulting from any oil spill in the Prince William Sound area. The suits involve environmental liability issues under federal and state statutory and regulatory provisions, as well as allegations of common law violations.

Environmental Regulatory Work

• Reed has worked extensively with the major air, water and waste permitting programs of many states and has significant experience working with EPA in these sorts of issues. Reed had dealt with NPDES permits, air permits, hazardous waste listing issues, fugitive dust regulations, and more. He is very knowledgeable on the technical issues that form the foundation for these sorts of matters.

International Arbitration Experience

• Represented Japanese press designer/manufacturer company in major International Chamber of Commerce Arbitration in Zurich, Switzerland, in which an Italian press manufacturer sought more than $50 million in damages alleging a failure in design. This case involved very complex technical issues. Negotiated very favorable settlement in 1994.
• Reed represented a defendant in an international arbitration in Canada, relating to alleged false financial statements in a sale transaction.