Private and Public Investments
My initial professional focus was on US securities law, IPOs, bond offerings and bond exchange transactions, periodic securities reporting on forms 10-Q and 10-K, proxy statements, SEC and stock exchange compliance, mostly in relation to NYSE and NASDAQ. I also specialized in preparing private placement memoranda, private securities subscription agreements, shareholder and voting agreements in closely-held companies, various board of directors and committee charters and corporate governance documents, including employee stock option plans, special resolutions, managing offshore corporate subsidiaries, and confidential executive compensation matters and equity incentives. Some lawyers refer to this type of work as capital markets practice. By virtue of practicing in Houston, such capital markets work involves predominantly representing securities issuers. Houston is not necessarily known for its sophisticated investment banking or financial industry. Rather, Houston happens to be the energy capital of the world, with heavy concentration of oil & gas exploration and production companies, pipeline operators and equipment manufacturers, electric generation and transmission companies, including a growing renewables sector. Over time, my practice evolved to representing a lot of companies and executives in the energy industry.
Energy, Upstream Oil & Gas
My primary specialty in the area of energy law is representing oil & gas exploration and production companies and oilfield service companies in the so-called upstream segment of the business. I have been involved with the full spectrum of documents for seismic data acquisition, data processing and data licensing. Onshore and offshore oil and gas drilling and production. Domestic and international oil production licensing and concessions. I also represent technology developers, tool manufacturers and service vendors in the upstream oil & gas industry. This involves preparation of complex, multi-year master service agreements, master license agreements, bidding and procurement packages, insurance and indemnity matters, and occasional litigation support. I have been with some of my clients in this space for longer than 10 or 15 years. Over such periods of time, the corporate entities grow or merge with other businesses. They organize and close joint ventures, acquire related companies, and dabble in overseas projects. Thus, my law practice has always had a significant mergers & acquisitions component.
Mergers & Acquisitions
My very first legal representation job in Houston involved a large commercial real estate acquisition and asset restructuring in downtown Houston. It was largely a tax-driven reorganization of commercial assets, which coincidentally involved the office high-rise building where I was working at the time. Over the subsequent years, I have been involved in mergers and acquisitions of all shapes, sizes and dollar amounts, mostly on behalf of clients who we otherwise represent in relation to securities or oil & gas matters. These M & A transactions have included a variety of assets, from restaurants to drilling rigs, and from cell phone towers to airplanes. I have substantial experience in stock issuances and dispositions, equity or asset M & A deals, both domestically and internationally. Up to a point, I used to keep track of the locations where these transactions were taking place, and I had counted experience with M & A deals in over 40 US states and over 30 foreign countries. A sub-specialty deriving from this experience is organizing companies and partnerships in offshore jurisdictions, such as the Cayman Islands or the British Virgin Islands, and helping clients manage such offshore entities throughout their life cycle.
Real Estate
I have a personal interest and passion for real estate investments and property management. I have taken out a Texas Real Estate Commission sales license twice, in 2011 and 2021. My specialty is residential real estate, both single family and multi-family, in the Houston area market. I also have experience in HOA and property tax foreclosures, property liens, lis pendens matters, residential and commercial landlord-tenant disputes, trespass and actions to try title, title insurance matters, property purchase-money and construction loan financing, new construction permitting, flood plain management permitting, property tax appraisals and property tax litigation in Harris county district court. If I were to cease practicing law for some reason, I would most likely end up making a living in the real estate industry. I often think that if I could go back to school, I might choose to study to become an architect. Disclaimer: I have no actual plans to do either.