Practice Areas & Industries: Adams and Reese LLP

Practice/Industry Group Overview
The Energy Industry is undergoing significant and fundamental changes that are creating new legal and regulatory hurdles for management to overcome. The Energy and Environmental Law Team of Adams and Reese is experienced and stands ready to assist our clients in meeting their business goals. With offices throughout the Gulf Coast region, we are uniquely positioned to provide clients with regional legal support for their facilities and operations, both onshore and offshore.

Services Available

AREAS OF PRACTICE

Our team provides a full range of transactional, regulatory, environmental compliance and related services, including:

• Agreements: Negotiating and preparing of agreements traditionally used in the development, acquisition, sale and financing of properties such as leases, farmouts, assignments, operating agreements, joint ventures, seismic licenses, prospect generation agreements, purchase and sale agreements, mortgages and deeds of trust, financing statements, platform use and sharing agreements, drilling contracts, master service agreements and time charters

• Environmental Compliance Assistance: Advising and counseling on resolution of non-compliance problems, including defense before enforcement agencies, direction of audit programs to prevent future non-compliance, and development of environmental, health and safety programs

• Environmental Due Diligence: Assisting with obtaining and interpreting Phase I, II and III environmental site assessments

• Environmental Litigation: Assisting clients with environmental litigation, whether tort or contractual, and coordinate with consultants to maintain confidentiality

• Environmental Permitting: Assisting clients in preparing and filing permit applications for all media, modify existing permits and plan for and conduct required public hearings

• Environmental Regulatory Compliance: Providing extensive advice to clients to maintain or attain compliance with all applicable federal and state regulations, such as RCRA, CWA, CAA, NORM and their state counterparts

• Private Property Rights: Advising and handling of such matters as endangered species, eminent domain, adverse possession, wetlands and Wild and Scenic Rivers affecting private property rights

• Real Property Contracts: Advising on the sale and purchase of timberlands and raw timber, advice regarding the application of chemicals to forest lands and aerial burning, hunting club leases, surface leases, planting of seedlings and boundary line maintenance

• Mineral Titles: Reviewing of title and preparation of title opinions on mineral ownership and related estates for drilling, division order, financing and acquisition purposes

• Transportation and Production Handling: Permitting, rights of way and easements, condemnation and expropriation, processing and production handling agreements, swaps, hedges and derivative contracts

• E&P Regulatory Matters: Permitting, pooling, unitization and other matters requiring regulatory approval from the various state and federal agencies

• Tax: Advising on like-kind exchanges, timber depletion and losses

INDUSTRIES SERVED

Oil & Gas
Chemical Manufacturing
Shipyard
Timber
Agriculture
Real Estate Investment
Construction
Commodities
Shipping
Transportation

REPRESENTATIVE MATTERS

• Represented an oil company in connection with the negotiation and documentation of various construction, fabrication and installation contracts relating to a specific platform to be situated in the Gulf of Mexico.

• Represented an international general trading company in the acquisition of producing properties.

• Represented a technology company in connection with the acquisition of the outstanding shares of two foreign companies owning multiple producing fields.

• Represented an oil company with regards to title matters pertaining to acquisition of producing properties. Examination revealed significant title defects resulting in nearly two thirds of the proposed transaction not taking place.

• Represented a production company in a multi-party recoupment claim arising out of a bankruptcy and various disputes with subsidiaries relating to set offs and multi-company obligations.

• Presented an oil and gas company in connection with the negotiation and drafting of documents and the conducting of due diligence relevant to its acquisition of interests.

• Represented an energy company challenging an untimely-filed intervention in a tariff matter before the Louisiana Public Service Commission. Representation resulted in a creative stair step or volumetric tariff agreement.

• Represented an energy company in connection with the negotiation and documentation of a sale of one-half of its interests in various properties. The consideration was the redemption of certain senior convertible notes.

• Represented a production company in a dispute over production intervals. Proceedings before the State Oil and Gas Board indirectly determined ownership of producing horizons in one well. Client was able to retain ownership of production.

• Represented a fuel company with a few marginal producing wells following the attempts by a competitor to overtake some of the units for their own development. After the takeover was avoided, the title work on the wells was redone to avoid further problems and new division orders were issued to promote future development.

• Represented an exploration company involved in the construction of a multimillion-dollar facility to handle 160,000 MMBtu per day. Representation involved: negotiating a Gas Processing Agreement, drafting and finalizing a Gas Purchase Agreement, a Condensate Service Agreement, and Measurement and Allocation Agreement.

• Represented an exploration company in the negotiation and drafting of a Purchase and Sale Agreement, multiple Production Handling Agreements, and a Platform Operating Agreement in connection with the acquisition of an undivided interest in an offshore platform.

• Represented an exploration company in the negotiation and drafting of a Production Handling Agreement, Operating Services Agreement, and a Lease Platform Agreement.

• Represented a petroleum company against a possible LDEQ enforcement action relative to possible mixing of hazardous waste with used oil. Efforts included: interfacing with LDEQ and private lab, lock down of all used oil product tanks, establishing sampling and analysis protocol for material, conducting research and preparing position paper for LDEQ. Obtained approval from LDEQ to handle material as "used oil" instead of "hazardous waste."

• Represented company with regard to the generation, transportation and disposal of "land banned" waste.

• Represented canning company in regard to violations of water permit that resulted in fish kill and intermittent odor violations. Negotiated modifications to state and federal water permits. Worked with client to achieve compliance and negotiated settlement with the LDEQ.

• Represented client relative to Compliance Order issued by the LDEQ. Assisted client in bringing management plan up to compliance with all LDEQ regulations.

• Represented insurer in property damage claim brought by owners of property for alleged contamination of property caused by leaking underground pipelines.

• Represented client in air permit matters causing offsite emissions and complaints by neighbors. Interfaced with LDEQ, consultant, client and environmental representative. Assisted with environmental changes to attain compliance with existing air regulations.

• Represented carbonic company in purchase of carbon dioxide producing properties for $45 million.

• Represented technology company in a $6 million combination of debt and equity in a MBO out-sourcing of several divisions of an international mining company.

• Represented a $1 billion annual sales commodities trader, as Chapter 11 bankruptcy counsel in negotiation of $150 million bank debt and ultimately a successful plan of reorganization.

• Represented bank in the acquisition of assets totaling $100 million.

• Represented majority shareholders of an oil distribution company in the sale of business interest in a transaction valued at $25 million.

• Represented management of a marine group in $75 million MBO funded by equity and debt placements.

• Represented federal court receiver in negotiation and sale of oil and gas gathering system, pipeline and port terminal.

• Due diligence, title verification, and negotiation and drafting of transactional documents for numerous acquisitions and divestitures of producing properties ranging in size from several million to several hundred million dollars.

• Due diligence and review/negotiation of the Purchase and Sale Agreement proposed by the U.S.A. for a bid to purchase most of the non-operating interest of petroleum reserve in Elk Hills, California.

• Represented operators in cases involving claims of drainage and failure to develop oil, gas and mineral leases with verdicts for the defendants.

• Represented operator/lessee in boundary dispute involving title to oil wells in a non-jury trial lasting 33 days over a 9-month period.

• Represented non-operator working interest owner in accounting phase of title lawsuit involving oil and gas wells, lasting 18 days with over 500 exhibits.

• Represented operator on suit for breach of fiduciary relationship, operating agreement and accounting provisions, prevailing on summary judgment.

• Represented independent oil and gas producers in successful defense of a 5-day non-jury trial involving claims of joint venture and breach of fiduciary duty.

• Represented operator seeking recovery of drilling expenses on the basis of AFEs.

• Represented operator suing top lessor for declaratory judgment and slander of title in connection with issue of whether older lease held by fieldwide unitization.

• Represented pipeline company seeking recovery of expenses incurred in renovating a well involved in the middle of a title lawsuit.

• Represented husband seeking to clear title to properties from claims by wife to 1/2 interest based on assertion of community property rights.

• Defense of lessors from claims by lessee for breach of warranty and overriding royalty.

• Represented a gas distribution company in successful defense of two gas explosion cases.

• Defended interstate pipeline company against claims by multiple producers of a regulatory obligation to ratably take and pay for gas from all producers in high priced fields. Initial Mississippi Oil and Gas Board Order was reversed on appeal by both Mississippi and U.S. Supreme Courts.

• Represented operator of major 3-D seismic shoots seeking injunctive relief against landowners who refused to allow access for the shoots.

• Represented operator and mineral owner/lessees to set aside competing oil, gas and mineral leases on grounds of fraud, breach of contract, etc.

• Defended operator against claims by non-operators that operator's sale of producing and non-producing properties violated preferential rights provision in JOA.

ABOUT OUR TEAM

Our Energy and Environmental Law Team attorneys are active with industry organizations, including The United States Oil & Gas Association and the various Landmen's Associations. We have practiced before Federal and State energy and environmental regulatory bodies, including the Oil & Gas Boards of the States of Alabama and Mississippi, the Office of Conservation in Louisiana, The Texas Railroad Commission and the Minerals Management Service.