Special Institute on

Oil & Gas Agreements: Purchase and Sale Agreements

Speakers & committee

Program Co-Chairs

SAM NIEBRUGGE is a partner at Davis Graham & Stubbs LLP in Denver, Colorado. His practice focuses primarily on transactional matters for the oil and gas and mining industries. In addition to his work with oil and gas and mining producers at DGS, he worked in-house for a large independent oil and gas producer. He is experienced in drafting and negotiating purchase and sale, development, exploration, joint operating, farmout, and master services agreements, as well as various other agreements in the oil and gas and mining industries. He has experience in both asset and equity transactions. He also has extensive experience preparing all forms of title opinions covering fee, state, and federal lands. He is a trustee, member of the Financial Advisory Committee and Special Institutes Committee, and the co-chair of the Oil and Gas Section for the 2018 Annual Institute for the Rocky Mountain Mineral Law Foundation (RMMLF). He is also the former chair of the RMMLF Young Professionals Committee. He has authored several papers and spoken extensively to in-house counsel and at continuing legal education events on all matters associated with the oil and gas industry.

AMY E. SENESHEN serves as the managing partner of Welborn Sullivan Meck & Tooley, P.C.  She specializes in the acquisition and divestiture of oil and gas upstream and midstream assets, and advises clients in the energy sector on day to day operational issues.  She represents companies in negotiating and structuring natural resource projects for the exploration and development of mineral properties. Ms. Seneshen is the vice-chair of the Rocky Mountain Mineral Law Foundation’s Special Institutes Committee and has also served as a trustee-at-large and member of the Financial Advisory Committee and Long Range Planning Committee.  She has been selected for inclusion as a member of “Who’s Who in Energy” and has been named a “Top Woman in Energy” by the Denver Business Journal.  Ms. Seneshen is the past Chair of the Natural Resources and Energy Law Section of the Colorado Bar Association as well as the Legal and Legislative Committee of the Denver Association of Petroleum Landmen.  Ms. Seneshen received her undergraduate degree from the University of Connecticut and her law degree from the William and Mary College of Law. 

Program Committee

JOLISA MELTON DOBBS is a Partner in Thompson & Knight’s Oil and Gas Practice Group in the Firm’s Dallas office. She has expertly navigated clients through sophisticated oil and gas transactions totaling billions of dollars, with a focus on acquisition and disposition transactions throughout all oil and gas plays – including the Eagle Ford, Barnett, Haynesville, and Marcellus. Jolisa’s past experience as a Certified Public Accountant and an internal auditor for a major oil and gas company gives her an edge in assessing, understanding, and allocating various risks associated with oil and gas properties. In addition, she counsels clients in midstream and upstream transactions, including lending diligence and dispositions, oil and gas secured lending, joint venture and development arrangements, and acquisitions and dispositions of natural resources companies. Jolisa also has expertise in oil and gas title due diligence in acquisitions of properties, and she regularly advises clients regarding exploration and production activities, including preparation of agreements and COPAS issues, and regarding leasing issues. Jolisa is a frequent lecturer on oil and gas related topics at conferences and seminars, and has published numerous articles in prestigious industry journals. She is also a deep contributor to numerous leading oil and gas legal and accounting organizations, including serving as the current Treasurer and former Trustee and Executive Committee member of the Rocky Mountain Mineral Law Foundation. Jolisa’s accolades include being honored by The Best Lawyers in America®, The Legal 500 US, Texas Super Lawyers®, and Who’s Who Legal: Energy. She received her J.D., with honors, from the University of Oklahoma College of Law and her M.A. and B.A. in Accounting, summa cum laude, from the University of Oklahoma.

LAMONT C. LARSEN is a partner in the Energy Group of Davis Graham & Stubbs LLP in Denver, Colorado. His practice focuses on upstream transactional matters for the oil and gas industry. He represents clients in the drafting and negotiation of purchase and sale agreements, exchange agreements, exploration, participation, and farm-out agreements, joint operating agreements, and other agreements pertaining to the exploration, development and production of oil and gas. Lamont’s practice also includes midstream transactional matters, including the drafting and negotiation of joint ventures and purchase and sale agreements covering midstream assets, and gathering, processing, transportation and disposal agreements for gas, crude oil, and water. He is an active member of the Rocky Mountain Mineral Law Foundation and has authored several papers and spoken extensively at various continuing legal education events. Lamont was named a “Rising Star” in Colorado by Super Lawyers magazine in 2015 and 2016. Prior to joining DGS, Lamont practiced oil and gas law in Texas for two years. He is admitted to practice in Colorado, Utah, and Wyoming and maintains inactive status in Texas and Pennsylvania.

ALLISON MACKINNON is an attorney with Welborn Sullivan Meck & Tooley, P.C., in Denver, CO. Ms. MacKinnon represents clients in oil and gas transactional matters, including acquisitions and divestitures of upstream and midstream assets. She has negotiated and drafted purchase and sale agreements, exchange agreements, development agreements, and other commercial agreements pertaining to the day-to-day operations of energy companies. Allison has extensive experience coordinating and conducting due diligence for large-scale domestic and international oil and gas and mining transactions and has prepared all forms of title opinions, including drilling, division order, and acquisition opinions covering state, fee, and federal lands.

M. SCOTT REGAN is Deputy General Counsel for Whiting Oil and Gas Corporation in Denver, Colorado.  Prior to joining Whiting in 2015, he served as Vice President, Legal, Western and Southern Operations for Encana Oil & Gas (USA) Inc., where he was responsible for overseeing Encana’s legal operations in the United States.  Mr. Regan began his legal career in 1996 with the law firm of Crowley, Haughey, Hanson, Toole & Dietrich (now Crowley Fleck) in Helena, Montana and joined Holland & Hart in 1998 as an associate in the Denver, Colorado office.  Mr. Regan is a former Trustee-At-Large for the Rocky Mountain Mineral Foundation and served on the Long Range Planning Committee.  Mr. Regan is the author of “Tonack v. Montana Bank: Preemption, Interpretation, and Older Employees Under Montana’s Wrongful Discharge From Employment Act,” 56 Mont. L. Rev. 585 (1995) and is a co-author of “Marketing and Distribution of Production in Times of Financial Distress,” Dealing with Financial Distress in the Oil & Gas Industry, Paper No. 6 (Rocky Mtn. Min. L. Fdn. 2010).  Mr. Regan received his B.A., History, with Honors, from Montana State University (1993) and his J.D. from the University of Montana School of Law (1996), where he served as an editor of the Montana Law Review.   

STEPHEN C. SZALKOWSKI is a partner in the Houston office of Latham & Watkins. Mr. Szalkowski is a member of the Corporate Department and the Mergers and Acquisitions practice group. Mr. Szalkowski focuses his practice on domestic energy transactions with an emphasis on mergers and acquisitions and joint ventures in the upstream and midstream sectors. Mr. Szalkowski has significant experience in joint ventures and other strategic combinations in connection with the development of upstream and midstream oil and gas assets; acquisitions and divestitures of upstream and midstream oil and gas assets and businesses; formation and structuring of partnerships and limited liability companies; and drafting and negotiating development agreements, joint operating agreements, services agreements, midstream commercial agreements, and other contracts relevant to the upstream and midstream sectors of the oil and gas industry. Mr. Szalkowski received his B.A. (Political Science) from Williams College in 2004, and his J.D. from the University of Texas School of Law, with Honors, in 2007. He is licensed to practice in the State of Texas.

Speakers

JOHN T. BRADFORD is Of Counsel with the energy and natural resource law firm of Liskow & Lewis in Houston, Texas. He earned his B.S. in Accounting at the University of Illinois in 1977; his J.D. in Law at the University of Illinois College of Law in 1980; and his Master of Laws in Taxation at the University of Houston Law Center in 1991. Mr. Bradford practices energy and natural resources taxation, finance and corporate law at the state, federal, and international levels. His practice involves advising clients on the tax and business consequences of their acquisitions, dispositions, joint ventures, financing activities, hedging activities, and day-to-day business operations. He has advised clients regarding structuring complex energy and natural resources joint ventures, asset acquisitions and dispositions, and structured financings. He has represented clients before the Internal Revenue Service on audit, administrative appeal, and for private letter ruling requests. He has extensive experience in the energy and natural resources industry, having practiced for more than 18 years as a tax lawyer for Exxon Corporation (now Exxon Mobil Corporation), having worked in energy and natural resource investment banking at JP Morgan Securities, and having most recently advised clients as a principal in KPMG LLP’s Washington National Tax practice. Mr. Bradford is a frequent speaker on energy and natural resource taxation matters, having presented to the American Petroleum Institute Federal Tax Forum, the University of Texas Parker C. Fielder Oil and Gas Tax Conference, the Texas Federal Tax Institute, the Rocky Mountain Mineral Law Foundation, the Tax Executives Institute, the American Bar Association Section of Taxation Energy and Environmental Taxes and Banking and Savings Institutions Committees, the American Bar Association Business Law Section, the Houston Bar Association Tax and Oil and Gas Sections, the Practising Law Institute, the South Texas College of Law Houston’s Energy Symposium and Annual Institute for Attorneys and Landmen, KPMG LLP’s Global Energy Conference, and the Liskow & Lewis Energy Law Seminar. His articles have been published by The Journal of Taxation, the Rocky Mountain Mineral Law Foundation, the University of Texas Journal of Oil, Gas, and Energy Law, the University of Houston Business and Tax Law Journal, Oil, Gas & Energy Quarterly, Oil and Gas Financial Journal, the University of North Texas Institute of Petroleum Accounting’s Petroleum Accounting and Financial Management Journal, and the KPMG Global Energy Institute. Mr. Bradford has been a guest lecturer on oil and gas taxation at Georgetown University School of Law and currently is Adjunct Professor at the University of Illinois College of Law, where he teaches a seminar class on Energy and Natural Resource Transactions.

MARK C. BUSSEY is a partner in the Finance & Acquisitions Group of Davis Graham & Stubbs LLP in Denver. Mark’s practice focuses on mergers and acquisitions, private equity, joint ventures and financings, and securities in a broad range of industries, including oil and gas, mining, financial services, real estate, hospitality, and technology. Mark joined Davis Graham after practicing for three years in the corporate department of Simpson Thacher & Bartlett LLP in New York. A significant portion of Mark’s practice involves the representation of public and private companies in structuring, negotiating, and documenting mergers, acquisitions, dispositions, carve-outs, recapitalizations, and reorganizations. Mark also has extensive experience representing private equity sponsors and other private equity investors in acquisitions, investment transactions, and financings, including in connection with leveraged buyouts and minority investments. His practice in this area includes joint venture work, with an emphasis on structuring joint venture arrangements and negotiating limited liability company operating agreements, partnership agreements, and other forms of joint venture agreements. Mark has been recognized as an Emerging Leader by The M&A Advisor and named in The Best Lawyers in America by Woodward/White for Mergers and Acquisitions Law. About Davis Graham & Stubbs:  Davis Graham & Stubbs LLP, one of the Rocky Mountain region's preeminent law firms, serves clients nationally and internationally, with a strong focus on corporate finance and governance, mergers and acquisitions, natural resources, environmental law, real estate, and complex litigation.  Davis Graham lawyers have extensive experience working with companies in the energy, mining, technology, hospitality, private equity, manufacturing, asset management, and aviation industries. As the exclusive member firm in Colorado for Lex Mundi, the world's leading network of independent law firms, Davis Graham has access to in-depth experience in 100+ countries worldwide.

REGAN CANFILL, Associate, Liskow & Lewis, New Orleans, LA

JAMES H. COLE is a partner in the Houston office of Latham & Watkins.  Mr. Cole is a member of the Tax Department and the Transactional Tax practice group.  Mr. Cole focuses his practice on the tax aspects of mergers, acquisitions, restructurings and capital markets transactions in the energy sector, with a particular focus on oil and gas related tax issues. Mr. Cole regularly advises clients in all facets energy sector including publicly traded partnerships (PTPs), master limited partnerships (MLPs), corporations, private equity firms and investment banks.  Mr. Cole received his BBA (Accounting) from Texas A&M University in 2006, his MS (Accounting) from Texas A&M University in 2006, and his J.D. from the University of Houston Law Center, in 20011.  He is licensed to practice in the State of Texas.

SHAUN FINNIE is a Senior Managing Director and Head of the firm's Oil and Gas Acquisition and Divestiture advisory business. Prior to joining Evercore, Mr. Finnie was most recently a Managing Director and Head of Mergers and Acquisitions for Scotia Waterous in the U.S.. Prior to that, he was an oil and gas banker at Goldman Sachs and began his career as a corporate lawyer specializing in oil and gas transactions. Mr. Finnie has been advising oil and gas exploration and production companies as a lawyer and banker for over 25 years. Mr. Finnie received a B.A. from the University of Saskatchewan, a J.D. from The University of Western Ontario, and an M.B.A. from the Kellogg School of Management at Northwestern University.

ROBIN FREDRICKSON, Partner, Latham & Watkins LLP, Houston, TX

KRAIG GRAHMANN is a partner in the Energy, Power and Natural Resources Practice Group, and is the head of Haynes and Boone’s Energy Finance Practice Group. His practice is focused on the representation of banks, private capital providers and upstream energy companies in financing transactions and equity investments and the representation of oil and gas companies in acquisition, divestiture and joint development transactions. He also has significant experience working with ISDA agreements and has been involved in a number of E&P bankruptcies.

PETER HAYS, Partner, King & Spalding, Houston, TX

CHRISTOPHER S.C. HEASLEY is a Partner in Kirkland & Ellis LLP’s oil and gas asset acquisition and divestiture practice.  His practice focuses on acquisitions, divestitures and formation of joint ventures involving upstream and midstream assets, including unconventional resources.  He also advises clients on joint development and farmout agreements, exchange agreements and gathering and processing agreements.

TAMI HINES assists clients primarily in bankruptcy, complex commercial litigation, oil and gas litigation, as well as other areas of corporate litigation. She routinely practices in the federal and state courts throughout the United States, including Oklahoma, Kansas, California, and Texas. Tami has been named a Rising Star in Business Litigation by Super Lawyers for the past three years, and she serves on the board for several organizations, including the Young Professionals in Energy – Oklahoma City, for which she serves as both its General Counsel and Co-Chair of the Membership and Development Committee. 

ALLISON JONES, Associate, Baker Hostetler, Houston, TX

MARK JONES, Partner, Baker Hostetler, Houston, TX

PHILLINA LAI, General Counsel, Upstream, Midstream, and Gas Supply, Houston, TX

ROY MITCHELL is Assistant General Counsel and Corporate Secretary of Maverick Natural Resources, LLC, an independent oil and gas company focused on the development and production of long-lived oil and gas reserves throughout the United States. Mr. Mitchell joined Maverick in 2018 and his practice focuses primarily on oil and gas transactions including acquisitions and divestitures, as well as corporate governance and a broad range of other oil and gas exploration and production agreements.  Previously, he was Senior Counsel at Sheridan Production Company and has also worked as in-house counsel for both Eagle Rock Energy Partners and Weatherford International, Inc. Mr. Mitchell holds a J.D. from South Texas College of Law Houston, and a B.A. in Political Science from the University of St. Thomas. 

JEFFREY (JEFF) S. MUÑOZ, a partner in the Houston office of Latham & Watkins, represents oil and gas companies, private equity, hedge funds, and other financial institutions in mergers and acquisitions, finance, project development, and other transactions related to the energy industry. Jeff’s particular knowledge includes joint ventures and other strategic combinations in connection with the development of oil and gas assets primarily in domestic shale areas; acquisitions and divestitures of oil and gas assets, midstream assets, and oilfield service businesses; and financing transactions including volumetric production payments, net profits interests, and royalty trusts. Jeff received his B.B.A. from the University of Texas in 1987, magna cum laude, and his J.D. from Stanford University Law School in 1993. He is licensed to practice in the State of Texas.

ASHLEY T.K. PHILLIPS is a Partner in the Austin Office of Thompson & Knight LLP. She provides legal counsel to clients on environmental compliance matters; environmental management system development; environmental, health, and safety auditing; environmental risk assessment; environmental matters in corporate, real estate, and commercial transactions; and administrative enforcement actions by federal, state, and local environmental regulatory agencies. Ashley also currently serves on the Advisory Council of the Kay Bailey Hutchison Center for Energy, Law & Business at The University of Texas at Austin and on the Board of Austin Women in Oil and Gas.

RYAN SEARS is a partner in Gray Reed’s Dallas office and leader of the firm’s Energy Transactions Practice Group. Admitted to practice law in Texas and Oklahoma, he serves as outside general counsel for both domestic and international energy clients, focused primarily on structuring upstream and midstream transactions and advising on the various issues that typically arise during the production of oil and gas. Ryan has guided clients through challenging multi-million-dollar deals and routine operational transactions in Texas and many states across the country, primarily involving the acquisition, divestiture and financing of producing assets, private securities offerings, oil and gas leases, joint operating agreements plus much more. He also has unique experience in handling a broad range of international transactions, whether he’s helping a foreign energy client acquire oil and gas assets in the U.S. or guiding a domestic client through the process of expanding its operations abroad. The majority of Ryan’s clients don’t have in-house legal counsel to help them resolve the day-to-day operational and legal issues that impact every energy company. They rely on Ryan as an integral team member who is always on call to advise on every aspect of their businesses, including entity structuring and corporate governance, vendor contracts, landowner title disputes, environmental issues and conflicts among partners.Ryan is a frequent author and speaker on legal issues facing the oil and gas industry. He earned his B.A. in economics and political science from the University of Oklahoma and his J.D. from the University of Oklahoma College of Law.

WILLIAM D. SLEASE is Chief Disciplinary Counsel for the New Mexico Supreme Court Disciplinary Board.  In addition to his duties as Chief Disciplinary Counsel, he serves as an adjunct professor at the University of New Mexico School of Law where he has taught ethics, trial practice skills, and employment law.  He also chairs the Supreme Court of the State of New Mexico’s Lawyer’s Succession and Transition Committee.  He is a member and a Past President of the National Organization of Bar Counsel, and a member and a Co-Chair of the National Task Force on Lawyer Well-Being. 

 

JUSTIN STOLTE, Gibson, Dunn & Crutcher, LLP , Houston, TX

DAVID SWEENEY is a partner in the oil and gas group of Akin Gump Strauss Hauer & Feld LLP. Over the past 11 years, he has advised on mergers and acquisitions with an aggregate value of over $65 billion, energy finance transactions with an aggregate value of over $3 billion, and numerous operational matters spanning the entire hydrocarbon value chain in over 30 countries. He has served as Vice President, Legal and General Counsel of an independent exploration and production company with interests in the Dutch sector of the North Sea, West Africa, and the Ukraine and Associate General Counsel and Chief Compliance Officer of a subsidiary of an integrated energy company with geographic responsibilities including Ghana, Côte d’Ivoire, Sierra Leone, and Romania. Mr. Sweeney is a frequent author and speaker on oil and gas topics. His written works include a comprehensive book on world-wide joint operating agreements and a number of book chapters and scholarly articles. 

STEPHEN C. SZALKOWSKI is a partner in the Houston office of Latham & Watkins. Mr. Szalkowski is a member of the Corporate Department and the Mergers and Acquisitions practice group. Mr. Szalkowski focuses his practice on domestic energy transactions with an emphasis on mergers and acquisitions and joint ventures in the upstream and midstream sectors. Mr. Szalkowski has significant experience in joint ventures and other strategic combinations in connection with the development of upstream and midstream oil and gas assets; acquisitions and divestitures of upstream and midstream oil and gas assets and businesses; formation and structuring of partnerships and limited liability companies; and drafting and negotiating development agreements, joint operating agreements, services agreements, midstream commercial agreements, and other contracts relevant to the upstream and midstream sectors of the oil and gas industry. Mr. Szalkowski received his B.A. (Political Science) from Williams College in 2004, and his J.D. from the University of Texas School of Law, with Honors, in 2007. He is licensed to practice in the State of Texas.

LYDIA WEBB is a corporate restructuring and bankruptcy associate in Gray Reed’s Dallas office. A compassionate advisor with deep experience handling every aspect of the bankruptcy process, she focuses her practice on representing and advising debtors, creditors, committees and post-confirmation trustees in bankruptcy cases and other insolvency or restructuring scenarios. She has guided clients to successful results in complex cases before courts throughout Texas and many other states, including Oklahoma, Delaware and New York. With cases spanning several industries – oil and gas, healthcare, retail, manufacturing, restaurants plus many more – Lydia understands there’s no one-size-fits-all solution in every bankruptcy case. She always focuses on gaining a strong grasp of the industry-specific regulations and issues that will have a big impact on the outcome of the bankruptcy. This tailored approach helps Lydia navigate the various challenges that arise along the way and ensure that her client achieves its unique goals in resolving the case. Lydia is a frequent author and speaker on bankruptcy issues facing the oil and gas industry. She has been named a Rising Star by Texas Super Lawyers since 2018 and in 2019, she was selected to participate in the National Conference of Bankruptcy Judges Next Generation program. Lydia earned her B.B.A., cum laude, in finance and economics from Baylor University and her J.D., cum laude, from Baylor University School of Law. 

SEAN WHEELER focuses on mergers and acquisitions, securities offerings and corporate governance matters.  He has significant experience representing public companies, MLPs and private companies in the energy industry, including his recent representation of Rowan Companies in a $12 billion combination with Ensco, Newfield Exploration Co. in its $5.5 billion acquisition by Encana Corp, SemGroup Corp. in its approximately $5.1 billion sale to Energy Transfer LP, Callon Petroleum Company in its $3.2 billion acquisition of Carrizo Oil & Gas, Inc., Parsley Energy, Inc. in its $2.27 billion all-stock acquisition of Jagged Peak Energy Inc. and Revolution II WI Holding Company, LLC in its approximately $201.5 million acquisition of Jones Energy II, Inc. In 2019, Sean was recognized as a “Texas Trailblazer” by Texas Lawyer and “Most-Effective Deal-Maker at the Texas Lawyer Professional Excellence Awards. He has also led numerous initial public offerings.

ASHLEY WHITTINGTON, Associate, Baker Hostetler, Houston, TX