What is Reverse Vesting and What are the Tax Considerations?
What Does "Cash Free / Debt Free" Mean?
How is Purchase Price Established?
Five Steps a Healthcare Banker Recommends When Acquiring a Medical or Dental Practice
Schlam Stone & Dolan Partner Jeffrey M. Eilender Discusses Whether Contractual Disclaimers Can Waive Fraud Claim
Nota Bene Episode 117: The Critical Nature of Labor & Employment Diligence in Corporate Transactions with Kevin Cloutier and Shawn Fabian
Mergers and Acquisitions - Key Issues in Today's M&A Deals
Buying or Selling a Business that Borrowed a PPP Loan
Do I need an attorney if I am buying or selling a business?
Purchase Agreements – Interview with Stephen Gulotta, Managing Member, Mintz Levin's New York Office
On April 2, 2025, Pré-Sal Petróleo S.A. (“PPSA”) published the Draft Tender Protocol of the 5th Auction (“5th Auction”) for the sale of national oil from the Mero, Búzios, Sépia, Itapu e Bacalhau fields (“Draft Tender...more
On January 7, 2025, the U.S. Department of Justice (DOJ) filed suit against three Texas-based crude oil companies—XCL Resources Holdings, LLC (XCL), Verdun Oil Company II, LLC (Verdun), and EP Energy LLC (EP)—alleging...more
The Federal Trade Commission (FTC) announced, on January 7, 2025, that crude oil producers agreed to pay a record $5.6 million fine as settlement for violating the Hart-Scott-Rodino Act (HSR Act) through illegal pre-merger...more
Davenport v. EOG Resources, Inc. is an appeal of a temporary injunction. The title tells you the result. Davenport owned four tracts comprising 5,000 acres in Webb County that were originally part of a larger tract...more
The negotiators and scriveners of the purchase and sale agreement in Matter of PetroQuest Energy, Incorporated would have been well served to have considered all the potential ramifications, however remote, flowing from the...more
In the Estate of Terry Banta presents yet another purported Texas land transaction doomed because of disregard for the Statute of Frauds. Terry Banta and the Herriotts entered into an oral agreement for the Herriotts to...more
In 2007, the Kurdistan Regional Government (the “KRG”) enacted Oil and Gas Law No. 22 of 2007 (the “KRG Oil and Gas Law”). The Federal Government of Iraq (the “FGI”) had initially rejected the draft law, but the regional...more
A private M&A purchase agreement customarily includes extensive representations and warranties and indemnification provisions. Post-closing, if the buyer alleges a breach of those provisions claiming significant damages, and...more
What Happened - • DTE and Enbridge’s natural gas pipeline joint venture, Nexus, agreed to purchase the Generation Pipeline (Generation). •Generation was owned by a group of sellers including North Coast Gas Transmission...more
Non-compete clauses are commonly included in M&A agreements. Although generally recognized as lawful, non-competes must fulfill certain requirements to comply with antitrust and competition laws. A recent FTC enforcement...more
A gasoline franchisee defeated a motion to dismiss brought by its franchisor, seeking to avoid a claim under the federal Petroleum Marketing Practices Act (PMPA). In 2018, Global Companies (Global) sent the franchisee a...more
In today’s world of technology and investment into best practices, it is surprising how unique each oil and gas asset transaction can be. Companies spend countless hours and investment into standardizing a process for...more
Would you trust your $12 million arbitration to accountants rather than lawyers? Sometimes it makes sense. In Order_Apache v. YPF SA, delegating an accounting dispute to accountants was right. The problem was in the...more
The Arkansas Oil Marketers Association Environmental Workshop was held on August 30th in Little Rock. I undertook a presentation titled: Identifying and Addressing Environmental Issues in Petroleum Marketing...more
Noble Energy Inc. v. ConocoPhillips Company, a 6-to-3 Texas Supreme Court decision, is a reminder of two things: How parties to a property transaction describe what’s being acquired and what’s being left behind can have...more
On June 28, 2017, the Japan Fair Trade Commission ("JFTC") published a report based on a survey conducted from July 2016 to May 2017 ("Report"), concluding that destination restrictions provided in liquefied natural gas...more
In early 2005, a subsidiary of listed Hong Kong and China Gas Company Limited (0003.HK) bought a controlling stake in a Chinese joint venture company. Initial payments were made, but then the audited financial statements...more
Westport Oil & Gas Company, L.P. v. Mecom et al. presented this question: Was the lease royalty based on a gas purchase agreement formula or on the royalty clauses’s market value at the well provision? Spoiler alert:...more
I noticed an interesting case from the Tenth Circuit which found that a two to three percent working interest in an oil and gas venture could generate self-employment income for the owner of that interest. The individual in...more
My blogging sensei Cordell Parvin says the title should always inform the reader of the content. Mea culpa on this one; I couldn’t resist the alliterations. Some time back I reported on Carlton Energy Group et al v....more
Although continuing low oil prices affect the LNG industry in expected ways (e.g., delays and cancellations in the development of LNG export projects) and unexpected ways (e.g., take-overs between major players in an already...more
I will share a small secret – or perhaps, it is not a secret at all. As CLE presentations go, “drafting tip” presentations tend to be very practical in their orientation and are, therefore, more enjoyable and less stressful...more
On November 5, the Wall Street Journal reported that Australian-based BHP Billiton Ltd. would begin exports from the United States of lightly refined natural gas condensates produced in the United States. In contrast to...more
Scriveners, when you add those “Other Provisions” in Article XVI of your model from JOA’s, are you sure that the document remains internally consistent, that no “Other Provision” conflicts with the form?...more