Our attorneys provide a wide range of legal services to members of the agricultural industry. Our team has experience in regulatory, business transactions, litigation, real estate, environmental, labor and employment, tax, and oil and gas. Additionally, they are prominent members of the Texas Agricultural Council. Their collective experience is unparalleled, and in conjunction with the geographic scope and attorney depth offered by Jackson Walker, the Agriculture Practice Group is prepared to handle matters of any size which arise for a client in agriculture.
- In early 2016, we advised a large international food retailer on the vertical integration of their beef supply chain, including terms of supply agreements with producers, feedlots and packers. The agreement with suppliers included provisions for acquisition of feeder calves, use of feed lots, butchering and packing, with particular emphasis on food quality, sustainability, animal welfare and DNA trace-ability. The vertical integration product system was important for the retailer in receiving a premium pricing for their branded beef products.
- We advised several legacy farms and ranches in connection with continuing profitable operations and succession planning to preserve legacy agricultural properties. This advice has included multi-generational shareholders agreements, appropriate transfer restrictions, trust planning, as well as assisting with legal aspects of operations for these legacy properties. In this regard we have assisted legacy ranches with oil and gas leasing, with particular sensitivity to surface uses.
- We represent numerous ranch clients who own significant properties in Texas in regards to oil and gas and mineral operations and sale of land. We were recently involved in the sale of the largest contiguous existing ranch, Waggoner Ranch, to the owner of the Los Angeles Rams.
Administrative, Legislative, & Regulatory
- Represented agricultural organizations and numerous landowners before the Texas Legislature for over 40 years – agencies include Texas General Land Office, Railroad Commission of Texas, Texas Commission on Environmental Quality, Texas Animal Health Commission and Texas Department of Transportation.
- Government Farm Programs – Assisted farmers and ranchers in their participation in government farm programs, including the structure of farming and ranching entities, determination of eligible “persons,” and appeals process through the ASCS program.
- Wastewater/Air Environmental Regulations – Represented several entities and agriculture industry trade groups before the Texas Natural Resource Conservation Commission and Texas Legislature relating to permit-exempt regulation under both Chapter 26, Tex. Water Code, and Chapter 382, Tex. Health & Safety Code.
Commercial Transactions, Real Estate, & Corporate
- Commercial Livestock Transactions – Drafted and negotiated agreements between parties relating to embryo transfers and sales and leasing of livestock.
- Development – Assisted in the development of rural land and subdivisions which included issues involving endangered species habitat regulation, ad valorem tax “roll-back” provisions, utilities, platting issues, conservation easements, and water rights.
- Entity Formation – Negotiated and formed family and commercial limited partnerships, closely held corporations, limited liability companies, limited liability partnerships, general partnerships, and other entities for the purposes of estate planning, asset protection, and the facilitation of transferability and management of agriculture property.
- Farming, Grazing, and Hunting Leases – Negotiated and drafted farming (sharecrop and cash leases), grazing (including leases based upon gain and cash leases), and hunting leases and subleases.
- Financing – Structured, negotiated, and documented the financing of agricultural property from both lender and borrower perspectives, including the financing of ranches, farms, crops, livestock, and mineral property; structured and documented the public financing of rural and urban waterworks.
- Sales and Acquisitions – Negotiated, drafted, and closed transactions involving the sale of livestock, crops, machinery, farms, ranches, and other agriculture property.
- Title, Boundary and Easement Issues – Negotiated title, boundary, and easement disputes between adjacent landowners, tenants and other claimants; negotiated and litigated fencing, adverse possession, and prescriptive rights claims; conducted title examinations; prepared and analyzed title curative documents.
- Employment Issues for Ranchers, Farmers, and Agricultural Industry – Advised agriculture client on compliance with state and federal non-discrimination law, employment-at-will, hiring and background checks, disciplinary actions and discharges, and workers’ compensation.
- Safety/OSHA Compliance for Agricultural Operations – Developed safety programs and policies; participated in OSHA accident investigations and inspections; prosecuted contests of OSHA citations and agricultural exemptions.
Wage and Hour Compliance – Represented clients in Texas Employment Commission audits, unemployment compensation matters, and employee/independent contractor determinations.
- Air Quality Enforcement Action – Defended agricultural producer in an air emissions enforcement action, involving nuisance odors, brought by the Texas Commission on Environmental Quality. Additionally, represented another producer in pre-enforcement meetings which helped the client avoid becoming the target of a nuisance odor enforcement action.
- Clean Water Act Enforcement Case – Represented a nation producer of agricultural products in a major Clean Water Act enforcement action brought by the U.S. Department of Justice, the Environmental Protection Agency and a State Attorney General; Negotiated the terms of a federal Consent Decree, which allowed the client to favorably resolve all civil allegations and penalties.
- Aquaculture Wastewater Discharge Permitting – Represented major user of Edwards Aquifer water in a contested case hearing involving a Texas Natural Resource Conservation Commission wastewater discharge permit. Representation entailed issues of regulatory jurisdiction over previously unregulated process streams as a result of client’s production activities and included representation in related state court proceedings, as well as mandamus action in Texas Supreme Court.
- Wastewater Discharge Permit – Represented major dairy product cooperative in defending challenges to wastewater permit amendment on jurisdictional grounds, securing Texas Natural Resource Conservation Commission staff support for aggressive action in pursuing successful issuance of wastewater permit amendment under high profile circumstances.
- Wastewater Discharge Permit Protest – Negotiated an alternate discharge route for a landowner who would have been adversely affected by a proposed wastewater discharge permit.
Land Use Regulation, Condemnation
- Endangered Species Regulation – Represented several landowners in negotiations with U.S. Fish & Wildlife Department concerning potential endangered species modification and actions necessary to avoid need for an incidental take permit.
- Landowner Condemnation – Participated in all facets of landowner representation of condemnation of private property for governmental use, including highways, reservoirs, pipelines, powerlines, and endangered species regulation.
Oil & Gas, Mineral, and Water
- We have represented a number of large ranchers in their relationships with oil and gas lessees covering more than 500,000 acres, including two institutional clients who own mineral interests in excess of 100,000 acres each. This representation consists of negotiating, preparing and closing oil and gas leases, seismic agreements and other related documents. It also includes the negotiation, preparation and execution of large unit operation documents and production sharing agreements. In connection with these oil and gas operations, we also represent our clients in negotiations with mid-stream pipeline companies concerning roads, pipelines rights of way, water rights and other oil and gas related operations. We also assist our clients in the negotiation and preparation of surface use agreements and other surface reclamation operation documents.
- In addition to oil and gas, we represent ranching clients in the exploitation of uranium and other hard minerals from their properties. This includes the negotiation, preparation and closing of uranium, lignite and other such leases, as well as related and ancillary documents. We also assist our clients in the negotiation and preparation of surface use agreements and other surface reclamation operation documents.
- In addition to oil and gas and hard mineral related issues, we represent our clients in the sale of water for oil and hard mineral operations and the agreements that cover them. This includes not only the production of fresh water, but also the disposition of salt water in existing or future salt water disposal wells.
- Ad Valorem Tax – Represented numerous landowners before various tax appraisal districts regarding qualification for “ag use” or “open space” exemptions for ad valorem valuation purposes, including with respect to (i) degree of intensity planning and compliance for farm, ranch, horticulture, and nursery operations; (ii) the scope of the implements of husbandry exemption; (iii) timber exemption compliance; and (iv) the wildlife management exemption.
- Estate Planning – Drafted all types of estate and tax planning documents involving farm and ranch property, including wills and trusts; participated in all facets of will contests, estate administration, and trust administration.
- Rural Water Utilities – Ad Valorem Tax Exemption – Represented rural water utility trade association in securing legislative enactment of exemption from ad valorem taxation; assisted in voter approval of accompanying constitutional amendment; worked with Office of Texas Comptroller in securing approval of amendments to corporate by-laws for rural water utilities to enact special provisions relating to ad valorem tax exemption. Collateral representation of several members of trade group in proceedings before various taxing districts to successfully challenge preliminary denials of ad valorem tax exemption requests.
- State Sales Tax – Represented taxpayers in resolutions of pending audits, refund requests, and advance planning for state tax compliance including private response letters and negotiations with Texas Comptroller’s Office in Austin with respect to (i) the agricultural exemption from sales tax; (ii) the scope of the manufacturing exemption for food processors; (iii) motor vehicle tax; (iv) fuel taxes including dyed diesel fuel usage exclusively for off-road agricultural use; (v) the scope of the occasional sale exemption in merger and acquisition transactions; (v) voluntary disclosure agreement practice; and (vi) planning with respect to possible statutory successor liability claims after merger or acquisition transactions.
- Texas Franchise Tax – Represent taxpayers with respect to planning and compliance with the Texas franchise tax including (i) combined reporting requirements; (ii) choice of entity and domicile to allow qualification for the “passive entity” exemption where appropriate; and (iv) planning and compliance in merger or acquisition transactions.
- Represented an agricultural producer before a groundwater conservation district to successfully obtain a new groundwater production authorization, which was hotly contested by neighbors who were opposed to the client’s operation.
- Water Rights Permitting – Represented a major west Texas ranching operation in its opposition to a proposed significant new water rights permit by a large city, which had the potential to adversely affect the ranch’s operations.
- Edwards Aquifer “River” Litigation – Represented major party to lawsuit to set aside a Texas Natural Resource Conservation Commission regulation that declared the Edwards Aquifer a “river” and imposed water use regulations.
- Water Rights Litigation – Participated in water rights adjudication proceedings, riparian boundaries and rights, permit requirements for private lakes, mined water, and developed water.