Business and Commercial Transactions

Evolving economies call for creative legal solutions, and in the tribal context, jurisdictional issues can afford challenges and opportunities. At Hogen Adams, we know that one size doesn’t fit all, and our attorneys match their creativity and experience to each question they encounter, proposing solutions based on what’s worked in the past and where we expect that the law is moving in the future. We:

• Advise tribes and tribal entities on economic diversification, commercial operations, and business expansion;
• Structure and negotiate the sale of corporate interests;
• Identify and develop financing vehicles for tribal projects and businesses;
• Draft and review management and operating agreements;
• Provide a full range of services in documenting, negotiating, and structuring loans;
• Advise tribes on participating in public-finance matters;
• Form federally, state, and tribally chartered corporations, and other business entities;
• Form joint ventures;
• Advise on insurance needs; and
• Represent construction companies in Indian country.

Once the deal is done, we stand by our clients, monitoring and defending their intellectual-property rights, and making sure the parties abide by their agreements.

Environment and Natural Resources

Our attorneys have litigated major federal cases involving treaty rights including:

• Hunting and fishing rights;
• Land claims; and
• Reservation-boundary disputes.

Whether a situation call for litigation or negotiation, Hogen Adams can help. We have managed all aspects of complex federal litigation from treaty research to selecting expert witnesses to assisting in the development and presentation of Tribe’s treaty case. Our attorneys have also successfully guided Tribes through the settlement and mediation process as an alternative to continued litigation.

We have extensive experience in developing intergovernmental agreements to resolve specific areas of concern related to Tribes and state and local governments, and have worked with Tribes to develop natural resource codes, land use ordinances and environmental protection laws.

Once the legal frameworks are in place, our attorneys have also worked with tribal, state, and local agencies to develop and enforce natural resource and wetland protection laws.

Governance

Good tribal governance and strong laws go hand in hand. Hogen Adams attorneys have worked in-house with tribes and as outside counsel to draft, review, and revise all types of tribal laws, from resolutions and ordinances to constitutions and bylaws.

We have:

• Assisted tribes in drafting and administering judicial codes, probate codes, civil and criminal codes, juvenile codes, and a variety of other laws;
• Developed trust and other benefit programs for tribal minors and adults; assisted tribes in negotiating and administering self-determination contracts;
• Developed tribal employment policies and procedures;
• Assisted tribes in implementing business-licensing ordinances, natural-resource regulations, zoning and building codes, ordinances governing tribal-business-enterprise development, and tribal membership;
• Drafted comprehensive tribal codes to govern all aspects of on-reservation commercial activity and taxation;
• Drafted law-enforcement agreements between tribes and local law-enforcement authorities to empower tribal police to provide services throughout reservations; and
• Revised existing tribal constitutions and assisted tribes through all stages of securing approvals necessary to hold a federal secretarial election.

Gaming

The attorneys at Hogen Adams have comprehensive tribal-gaming experience. We have negotiated and successfully closed gaming-development deals across the country and outside of the United States. In the specific area of Indian Gaming, we have extensive experience with gaming­contract and regulatory-compliance issues both as attorney appearing before—and sitting on—the National Indian Gaming Commission.

Our range of experience includes:

• Negotiating and drafting gaming compacts and amendments to compacts;
• Drafting financing, operating, and construction contracts for casino projects, both on and off-reservations;
• Guiding tribes and contractors through the management-contract-approval process;
• Obtaining NIGC declination letters;
• Negotiating agreements with local governments to allow off-reservation gaming;
• Drafting comprehensive intergovernmental and development agreements for off-reservation casino projects;
• Advising tribal gaming commissions on licensing and enforcement matters;
• Drafting and revising tribal gaming ordinances;
• Helping tribes acquire lands eligible for gaming;
• Assisting tribes with requests for “Indian lands” opinions under Section 20 of IGRA;
• Representing tribal gaming commissions in NIGC investigations;
• Representing gaming contractors in NIGC investigations;
• Advising tribes on applicable tax exemptions;
• Drafting tribal internal-control regulations;
• Assisting tribes in drafting, revising, and securing federal approval of gaming-revenue-allocation plans;
• Successfully litigating gaming-related contract disputes in federal, state, and tribal courts and before arbitration panels; and
• Advising tribes on internet-gaming initiatives.

Litigation

We know from experience that the most comprehensive and cost-effective dispute resolutions are often secured at a bargaining table, not a courthouse. With that background, we work closely with our clients to analyze settlement strategies throughout all stages of litigation. But there are some questions that can only be resolved through litigation. For those cases, our tough-but-creative litigators have experience representing clients in tribal, federal, and state judicial and administrative forums (and sometimes in multiple forums at once), and before arbitration panels. Hogen Adams can help advise you at every stage of the proceeding, from determining whether to file a claim to protecting successful judgments on appeal.

Our attorneys’ representative work includes cases concerning:

Sovereign Immunity

• Harris v. Lake of the Torches Resort Casino, Case No. 11-CV-188(Wis. Cir. Ct., WI June 6, 2014), Appeal No. 2014AP001692 (Wis. Ct. App., 2014 – present).
• Wells Fargo Bank, Nat. Ass’n v. Lake of the Torches Econ. Dev. Corp., 658 F.3d 684 (7th Cir. 2011).
• Gavle v. Little Six, Inc., 555 N.W.2d 284 (Minn. 1996), cert. denied 524 U.S. 911 (1998).

Indian Gaming

• Saybrook Tax Exempt Investors LLC v. Lac du Flambeau Band of Lake Superior Chippewa Indians, (Wis. Cir. Ct. 2012 – present).
• City of Duluth v. Fond du Lac Band of Lake Superior Chippewa, 702 F.3d 1147 (8th Cir. 2013).
• Michigan v. Sault Ste. Marie Tribe of Chippewa Indians, 737 F.3d 1075 (6th Cir. 2013).
• Wells Fargo Bank, Nat. Ass’n v. Lake of the Torches Econ. Dev. Corp., 658 F.3d 684 (7th Cir. 2011).
• K&D Gaming v. Osage Nation (Arbitration 2007).

The National Labor Relations Act and unionization issues

• Soaring Eagle Casino and Resort v. Int’l Union, Sec., Police and Fire Prof’l of Am. Case No. 07-RC-129013 (NLRB 2014 – present).
• Soaring Eagle Casino and Resort v. Int’l Union, United Auto., Aerospace, and Agric. Implement Workers of Am., Case No. 07-CA-053586 (2011 – present).
• Saginaw Chippewa Indian Tribe of Michigan v. N.L.R.B., Case Nos. 13-1569, 13-1629 (6th Cir. 2014).
• Saginaw Chippewa Indian Tribe of Michigan v. N.L.R.B., 838 F. Supp. 2d 598 (E.D. Mich. 2011).

Treaty rights, reservation boundaries, and tribal jurisdiction

• Lac Courte Oreilles Indian Tribe et al. v. Wisconsin, Case No. 74-C-313-C (W.D. Wis. 2012 -present).
• Saginaw Chippewa Indian Tribe v. Granholm, 2010 WL 5185114 (E.D. Mich. 2010).
• Mille Lacs Band of Chippewa Indians v. State of Minn., 526 U.S. 172 (1999).
• Melby v. Grand Portage Band of Chippewa, 1998 WL 1769706 (D. Minn. 1998).
• Friends of the Boundary Waters Wilderness et al. v. Bosworth, 437 F.3d 815 (8th Cir. 2006).

Tribal-court exhaustion and concurrent jurisdiction

• Stifel, Nicolaus Co., Inc. v. Lac du Flambeau Band of Lake Superior Chippewa, Case Nos. 14-2150, 14-2287 (7th Cir. 2013 – present).
• Lake of the Torches Econ. Dev. Corp.n v. Saybrook Tax Exempt Investors, LLC, (Lac du Flambeau Tribal Court 2013 – present).
• Miodowski v. Miodowski, 2006 WL 3454797 (D. Neb. 2006).
• Melby v. Grand Portage Band of Chippewa, 1998 WL 1769706 (D. Minn. 1998).

Environmental law

• Summit Lake Paiute Tribe of Nevada v. United States Bureau of Land Management, 496 Fed. Appx. 712 (9th Cir. 2012).
• Summit Lake Paiute Tribe of Nevada v. FERC, Case No. 10-1389 (D.C. Cir. 2010-2011).
• Wisconsin v. E.P.A., 266 F.3d 741 (7th Cir. 2001).

Administrative law

• St. Croix Chippewa Indians of Wisconsin v. Kempthorne, et al., 2008 WL 4449620 (D.D.C. 2008), 535 F. Supp. 2d 33 (D.D.C. 2008).
• Shakopee Mdewakanton Sioux Cmty. v. Babbitt, 107 F.3d 667 (8th Cir. 1997).

Taxability of tribal lands and assets

• Tunica-Biloxi Tribe v. Bridges, 437 F. Supp. 2d 599 (M.D. La. 2006).
• Pourier v. South Dakota Dep’t of Revenue, 658 N.W.2d 395 (S.D. 2003), vacated in part by 674 N.W.2d 314 (S.D. 2004), cert. denied 541 U.S. 1064 (2004).

Indian Child Welfare Act

• Adoptive Couple v. Baby Girl, 133 S. Ct. 2552 (U.S. 2013).

Membership issues

• St. Pierre v. Norton, 498 F. Supp. 2d 214 (D.D.C. 2007).
• Smith v. Babbitt, 100 F.3d 556 (8th Cir. 1996).
• Feezor v. Babbit, 953 F. Supp. 1 (D.D.C. 1996).

Commercial disputes

• DT-Trak Consulting, Inc. v. Prue, 814 N.W.2d 804 (S.D. 2012).
• Waste Management of Minnesota, Inc., WM Corporate Services, Inc. vs Thomas Lance, SKB Environmental, Inc., Case No. 19HA-CV-12-635 (D. Minn. 2013).
• Eddie L. Cressy v. OM Financial Life Insurance Co., case number 2:11-cv-05871  (C.D. Cal. 2012).
• Sidney Small v. RBC Wealth Management and Timothy David Disparte, FINRA Case No. 09-04996 (FINRA 2010).

Public Law 280 and state civil-regulatory jurisdiction

• State v. Stone, 572 N.W.2d 725 (Minn. 1997).

Taxation

Hogen Adams attorneys have decades of experience advising tribes and their business partners about the tax consequences of business transactions and of changes to state and federal law. We have negotiated tax agreements with state, local, and federal agencies, but where negotiation is not a realistic option, we don’t shy from litigation. For example, our lawyers won a significant victory for tribal interests when they persuaded the South Dakota Supreme Court to forbid the State from imposing its motor-fuel taxes on Indians on South Dakota reservations. We have particular expertise in litigation concerning jurisdiction to tax tribal assets, tribal activities, tribal income, and on-reservation businesses.

In addition, we have:

• Favorably resolved state sales-tax disputes;
• Drafted comprehensive tribal tax codes ranging from hotel-occupancy to motor-vehicle­fuel taxes; and
• Negotiated tribal-state tax agreements covering the application of taxation systems, share of revenue, and payments in lieu of taxes.