GENERAL COUNSEL EXPERIENCE

  • General counsel to NASDAQ-listed corporation, responsible for all legal matters, including management of between $1 and $5 million per year of outside legal costs
  • General counsel to start-up SEC-regulated investment advisor firm, which grew to more than $400 million of assets under management
  • Outside general counsel to private oil and gas company operating in Texas and Kansas
  • Outside general counsel to start-up private company with conventional and unconventional oil and gas leases in Texas
  • Outside general counsel to a timber concession owner in Sub-Saharan Africa
  • Outside general counsel to a real estate developer
  • Outside general counsel to an equity hedge fund
  • Outside general counsel to a commodities trading fund
  • Corporate secretary to NASDAQ-listed company, including management of corporate governance and preparation of board materials and minutes for more than 50 full meetings of the Board of Directors and a similar number of meetings by the Conflicts, Audit, Nominations & Corporate Governance, and Compensation Committees
  • General counsel to certain international subsidiaries of a Fortune 100 company operating in the Middle East and North Africa

DEBT AND EQUITY OFFERINGS, CAPITAL MARKETS, AND PRIVATE EQUITY

  • $40 million line of private equity for startup company
  • $100 million of senior secured notes, including amendments and extensions to same
  • $40 million of convertible notes, including conversion agreements
  • $5 million PIPE equity offering with warrant coverage
  • $2.5 million convertible preferred stock with warrant coverage
  • Suites of private fund documents for private equity funds
  • Universal term sheet negotiation among fourteen senior and junior lenders for purposes of converting ~$100 million of debt to equity
  • Conversion of $50 million of debt to overriding royalty interests
  • Investment banking engagement letters and related agreements in connection with running various divestment processes
  • Common stock at-the-market (ATM) facility
  • Four years of securities filings for United States public company, including Forms S-1, S-3, S-4, 8-K, 10-Q, 10-K, and Proxy Statements, among others
  • Represented secured lender in non-judicial asset foreclosure

SMALLER PUBLIC COMPANIES

  • Going-public merger and transaction through Form S-4
  • Establishment of long-term incentive plan
  • SEC filings and compliance for NASDAQ-listed corporation
  • Corporate charters and company policies
  • Managed and directed stock transfer agent with respect to issuances of new common stock, conversions of preferred stock to common stock, conversions of debt to common stock, and cancellations of common stock
  • Corporate governance and minutes for more than 100 meetings, including Annual Meetings of Stockholders, Board of Directors meetings, and meetings of Conflicts, Audit, Nominations & Corporate Governance, and Compensation Committees
  • Member of the Board of Directors of OTC-company that spun-off from NASDAQ-listed company through Form S-1
  • Evaluation of go-public options, including evaluation of candidates for reverse merger
  • Regulation S offering to European investors
  • NASDAQ delisting matters, including the drafting of an appeal petition of a delisting determination

DISPUTE/LITIGATION MANAGEMENT

  • China. Represented junior partner in AAA arbitration with major industry partner involving offshore block in China, centering on violations of the AIPN Joint Operating Agreement
  • Egypt. Represented private equity-backed portfolio company in ICC arbitration and negotiation settlement with private equity fund
  • Texas. Represented unit holder in AAA arbitration regarding interpretation of LLC operating agreement
  • Texas. Represented plaintiff in legal malpractice claims and negotiation of settlements with two law firms due to a lawyer’s handling of attorney trust account funds
  • Texas. Represented plaintiff in lawsuit and negotiation of settlement against lease brokers who failed to convey good title to mineral leases
  • Texas. Represented plaintiff in lawsuit and negotiation of settlement against manufacturer due to the loss of a horizontal shale well following a coupling failure
  • Texas.  Represented employer in mediation and negotiated settlements in sexual harassment claims brought by one former employee against another former employee
  • Texas.  Represented oil and gas operator and negotiated settlement related to claims for overcharging for facilities construction at well site
  • Texas.  Represented junior partner in AAA arbitration and negotiated settlement with its joint venture partner following claims of alleged breach of shale joint venture agreements
  • Texas.  Represented company and negotiated settlement in dispute over interpretation of employment agreement with former employee following his termination
  • France.  Represented company in dispute involving the failure of the Government of France to timely approve the assignment of petroleum concessions and subsequently negotiated settlement
  • Texas.  Represented company in resolving corporate governance dispute involving the employees and directors of a recently acquired subsidiary
  • Republic of Togo and Texas. Represented small exploration and production company losing block to super major in tortious interference case and resulting venue and jurisdictional challenges