Attorneys in our Gaming and Racinos Practice Group represent owners and operators, applicants, borrowers, lenders and vendors throughout the country that are involved in the casino, resort, horse racing and racino businesses. Our attorneys understand the unique complexities of the transactional, operational and regulatory components of this industry. With gaming clients throughout the country and with experience in most major gaming markets, we provide counsel throughout all phases of a gaming company's lifecycle, including:
- organizational and financing structure
- licensing, reporting requirements and regulatory compliance
- corporate governance and securities (including safeguarding publicly traded gaming companies' ability to force redemption of shares from unsuitable holders)
- land use development and construction
- acquisition and disposition
- government relations
- intellectual property
- acquisition financing, construction and operating loans and refinancings, both borrower and lender side
- litigation (before administrative bodies and in court) and alternative dispute resolution
Transactional Real Estate
We counsel owners and operators in connection with real estate issues, including facility siting and management, due diligence, zoning and environmental permitting, construction and related contracting. We are well-equipped to handle both greenfield development of casinos and racetracks and the purchase and sale of existing gaming properties, as well as facility expansions.
Gaming regulations frequently restrict the granting of security interests in certain gaming assets and securities and otherwise limit the degree of control a lender may exert. These restrictions affect the lender-borrower relationship for both performing loans and loans in default. Within this highly regulated framework, our gaming attorneys represent traditional lenders, private equity interests and hedge funds that provide loans to, and place debt securities for, gaming ventures. In this role, we prepare loan documents designed to provide our lender clients maximum flexibility and protection without violating gaming or racing laws and regulations. We advise lenders with respect to their obligations to obtain licenses from state gaming and racing regulators and their ability to qualify for exemptions from such requirements. We also advise lenders with respect to compliance with gaming laws and regulations that are a prerequisite to foreclosure.
Saul Ewing represents vendors whose sales of goods and services to gaming establishments require them to register with or be certified by the applicable state gaming commissions or control boards. We represent those vendors in connection with the application process, suitability investigations, communications with agency staff, and any hearings before gaming regulators or their hearing examiners. We also represent vendors seeking to be removed from “blacklists” such as the prohibited vendor lists of various gaming control boards.
We have taken the lead role in facilitating suitability investigations conducted by state regulators, ensuring that investigators have all requested documents, personnel and resources during site visits. We develop compliance plans and policy manuals as well as advise compliance committees with respect to the day-to-day implementation of their plans and interface with gaming regulators when sensitive issues arise.
In addition, one of Saul Ewing’s gaming attorneys is a former board member of a NASDAQ-listed racing, gaming and entertainment company and has received gaming or racing licenses in three states, including Nevada. We use our real world experience to counsel clients in all of these areas.
Special Counsel and Local Counsel
Saul Ewing's gaming lawyers have been called upon to serve as Special Gaming Regulatory Counsel. In that role, our lawyers have made sure that loan and security documents comply with local gaming laws and have provided local counsel opinions. Our lawyers have also obtained favorable advisory opinions and comfort letters for matters as to which the gaming laws and regulations, on their face, were not sufficiently clear to allow for prudent investment. Since our lawyers are on the ground in several states, we welcome local counsel engagements for gaming, particularly in Pennsylvania and Maryland.
While the gaming industry continues to grow, the landscape is constantly shifting. Our gaming lawyers possess the knowledge of licensing and regulation at the state level to advise clients with vested interests in the gaming industry on the numerous legal issues and processes that are involved in making a gaming venture a reality.