Practices

Oil & Gas

Freeman Mills lawyers have the knowledge and experience to handle the entire range of litigation, transactional, and financing matters that arise in the oil and gas industry.

Title Examination

Freeman Mills provides title examination for exploration and production companies and midstream companies in several major plays in North America. In addition, Freeman Mills provides due diligence support and analysis in mergers and acquisitions.

 

Oil & Gas Litigation

Freeman Mills litigation practice includes representing clients in federal and state courts across Texas, and in arbitration proceedings. Freeman Mills litigators represent operators, midstream companies, working-interest owners, service companies, and others in lawsuits brought by royalty owners, surface estate owners, and others who target the energy industry in lawsuits.

The firm has defended claims against E&P and service companies for:

  • Underpayment of royalty
  • Breach of contract (joint operating agreements, farmout agreements, asset purchase agreements, etc.)
  • Disclosure of trade secrets
  • Breach of implied covenants to market and to develop
  • Lease terminations
  • Unreasonable surface estate damage
  • Environmental contamination

The firm also brings claims on behalf of E&P, midstream, service companies, and banks for:

  • Breach of contract
  • Formation and surface equipment damage
  • Disputes involving leases or other agreements with other E&P companies, mineral estate owners, and surface estate owners
  • Theft of trade secrets
  • Condemnation
  • Collection and foreclosure

 

Oil & Gas Transactional Practice

Our transactional practice primarily involves the acquisition and divestiture of oil and gas properties, midstream assets, and oil and gas service company assets. This includes drafting or revising various instruments including leases, unitization agreements, operating agreements, AMI agreements, farm-outs, assignments, surface use agreements, and easements. Our firm also has experience in eminent domain matters.

 

Acquisition & Divestiture

Freeman Mills offers clients a complete and seamless solution for oil and gas A&D. In representing a seller, the firm has developed marketing campaigns, facilitated the preparation of technical analysis and presentation, and identified qualified purchasers. The firm then handles the bidding and sale of the properties in a fair, controlled, and competitive process. Our experience includes transactions involving producing oil and gas properties, service equipment (drilling rigs, work-over rigs, and etc.), midstream assets (gas treatment facilities, gathering systems, and pipeline systems). In representing a buyer of oil and gas assets, the firm can manage the entire deal process including identification of prospects, preparing bids, performing due diligence, performing curative title work, transferring the properties, and filing all necessary paperwork with regulatory agencies.

 

Business Development

Choice of Business Entity

Freeman Mills provides advice in selecting the appropriate entity under which to conduct our clients’ businesses. The types of entities considered are sole proprietorships, general partnerships, limited partnerships, limited liability companies, C corporations, and S corporations.

To determine the appropriate entity, clients must consider factors including:

  • assets the business will own
  • prospects for profits and losses
  • short and long-term financing needs
  • objectives of the investors
  • management needs for the organization
  • projected number and type of employees and agents
  • number, nature, and type of liability the owners and investors are willing to assume

Once the client chooses the appropriate type of entity, the firm will prepare the necessary documents including articles of incorporation or organization, bylaws, partnership agreements, operating agreements, as well as ancillary documents such as shareholder’s agreements and loan documents.

Getting the Business Going

The firm will also assist the new business as it starts up. These services may include preparing employment agreements, drafting consulting agreements, preparing or reviewing leases for office or retail space, registering trade names or trademarks, and filing appropriate d/b/a certificates. In addition, the firm can assist with other requirements that face most new businesses including obtaining appropriate state and local permits and licenses, making necessary tax filings, establishing bank accounts, qualifying to do business in other states, obtaining tax identification numbers, and preparing permanent business books and records.

Providing Ongoing Business and Legal Counsel

All businesses, whether new or well-established, need regular periodic attention to the details required by the laws that permit their formation and operation. These may include conducting annual meetings of shareholders or members, conducting meetings of directors or managers, and the preparation of accurate minutes of these meetings. Accurate record-keeping is essential to establish that the organization’s activities are duly authorized and enforceable. These records become critical as the organization grows and seeks financing either from equity investors or banks. In addition, detailed records are also valuable when the owners decide to sell all and/or part of the business or its assets.

Obtaining Appropriate Financing

Freeman Mills can assist in structuring, negotiating and documenting financing transactions, such as senior debt, subordinated debt, preferred stock, or common stock. The firm’s attorneys, who are businessmen themselves, understand a business person’s perspective when he or she takes on more debt or new equity partners. They can , therefore, provide practical advice regarding the true costs of these different financing alternatives and the various covenants: representations, warranties, and other legal details of these types of transactions.

Advice Regarding Tax Matters

Tax issues affect all business transactions. Freeman Mills lawyers are sensitive to the tax implications of the transactions of the businesses they advise. The lawyers of the firm are skilled in working with special tax advisors, whether accountants or lawyers, engaged by its clients in appropriate circumstances.

Advice Regarding the Purchase or Sale of a Business Entity or its Assets

The decision to buy or sell a business is one of the most important and most complicated decisions that many business people will make in their careers. Freeman Mills is prepared to assist the client in structuring the transaction in negotiating and drafting the purchase/sale agreement to help ensure that the process runs smoothly, and the client receives a fair value for what may constitute a lifetime of hard work.

Commercial Litigation

Breach of Contract

Business cannot be conducted in an environment where one cannot rely on the enforceability of contracts. That is why Freeman Mills works hard to enforce the contract rights of its clients. Breach of contract matters can be as simple as collection or complex matters involving expert testimony on customary practices in the industry and the conformity or nonconformity of products or services. Freeman Mills attorneys have experience in all types of contract cases.

A strong understanding of the business issues involved in the decision whether to enter into a contract and the financial and operational needs of clients are important for a lawyer litigating complex contractual disputes.  Freeman Mills attorneys use their understanding of these issues to work out early settlements that may avoid a prolonged and expensive legal conflict.

Fraud

As a business person, you have to put some level of trust in those with whom you do business. Fraud is the most severe violation of that trust. Freeman Mills attorneys will vigorously pursue perpetrators of fraudulent schemes or business practices, and will enforce your rights to compensation for damages as a result of fraud.

Class Action

Class action cases can be expensive. Freeman Mills believes that an aggressive defense of these cases can reduce the overall costs. We never prematurely settle cases based on the threat of high-dollar class action exposure. Early in the case, we employ every available substantive and procedural challenge to end the case quickly. If we cannot achieve an early victory, we are then prepared to take class action cases to trial and verdict if necessary to achieve the best result for our clients.

Freeman Mills litigators use an arsenal of effective legal tactics to defeat or narrow class action cases. We aggressively pursue discovery and motions practice, either to preclude class treatment or to obtain dismissal or summary judgment on the merits. Freeman Mills attorneys have used creative legal arguments to obtain early wins on key issues in cases. In all cases, we fight to win not settle.

Labor & Employment

Freeman Mills has defended its clients in a variety of matters including race, age, and sex discrimination claims; charges of sexual harassment, retaliation, and wrongful discharge; and workers’ compensation retaliation matters.

Outside of the litigation context, Freeman Mills also provides advice and counsel to its clients when planning a termination, reduction in force, or designing employment policies and handbooks. The firm also has experience in negotiating and drafting employment contracts used in the hiring of executive personnel to address severance provisions, bonus agreements, confidentiality agreements, and covenants not to compete.

Insurance Defense/Trucking Industry Defense

Many of our clients operate heavy machinery, and that machinery has to be transported over the roadway from job site to job site. As a natural extension of our oil & gas practice we see the need to have an insurance defense/trucking industry defense section so our clients are fully protected when the unexpected happens. Even when your driver is as careful as can be, occasionally one of your drivers will be in an accident. When accidents happen you need a firm with extensive litigation experience and the ability to send a rapid response team to the accident scene. Freeman Mills is that firm.

Contact

Brian L. Bunt

Banking & Finance

Freeman Mills represents financial institutions, national and state banks, bank holding companies, and other lenders in asset-based and reserve-based and real estate and commercial loan transactions including assisting lenders in enforcing their rights against collateral and their borrowers. Based on thirty years of experience, our lawyers have an in-depth understanding of the energy industry, which enables them to understand issues quickly, analyze the risk associated with operations and other aspects of the oil & gas business including title and environmental liabilities, and to advise both lenders and borrowers on the critical issues inherent in energy financing transactions. In addition, our banking lawyers utilize the firm’s title examiners to offer an extra level of service in connection with performing due diligence that is necessary for property acquisition financings and other secured credit transactions.

Contact

J. Miles Darby

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