A nuts-and-bolts view of our clients’ business needs
Cox Smith's Best Lawyers-recognized energy and natural resources practice is comprehensive and includes clients in every sector of energy and resource activity:
- Independent oil and gas producers of all sizes operating Shales and conventional properties from Texas and north throughout the Rockies, from the Eagle Ford to the Bakken.
- Individual or institutional landowners that lease their properties oil and gas drilling, renewable energy production, mining and agricultural activities, seek our guidance on protecting their ownership rights and maximizing the economic return on their land.
- Municipal electric and gas utilities and electric power cooperatives benefit from our understanding of the deregulated operating environment for electric utilities in Texas, as well as from our help with public law and eminent domain concerns.
- Alternative energy sources (producers of wind and biomass renewable energy, nuclear power plants, and uranium and coal/lignite mines) all receive from our lawyers the help they need on regulatory and operational issues.
- Developers, regulators, water utilities, landowners and investors work with us in a broad array of proceedings involving water rights and the provision of water services.
- Our nuts-and-bolts viewpoint on how the energy, utilities and natural resource sectors work enables us to provide our clients with the value they need in their competitive marketplaces.
Oil & gas overview
We are active participants in the oil and gas business, who also happen to be lawyers. Our clients come to us because we understand the industry, and we are comfortable dealing with company presidents, landmen and other technical specialists, and landowners. Many of our client relationships extend back decades, and our firm has represented independent oil operator and successor organizations for more than 40 years in preparing leases, contracts and operating agreements. And Cox Smith lawyers serve clients using the kind of credentials expected of experienced energy lawyers, including Board Certification by the Texas Board of Legal Specialization in Oil, Gas and Mineral Law, and selection by professional peers for inclusion in The Best Lawyers in America.
We regularly provide due diligence guidance for buyers and sellers of oil and gas production properties. Cox Smith energy lawyers know the regulatory infrastructure in which these properties operate, and understand the various instruments used in the field, such as engineer’s reports on reserves and the details of a land title. We bring a sense of perspective to these transactions because we have done so many of them, and never let unimportant details get in the way of completing the deal. Because of the time and cost efficiencies, we bring to our work we are often able to complete deals in a matter of days.
Oil & gas acquisitions, sales and operations
Our energy team helps oil and gas producers structure sales and acquisitions of producing and non-producing properties, pipelines, processing plants, and other related assets. We negotiate and draft the necessary documents, including those facilitating joint operating agreements, leases, and other forms of joint ventures designed to minimize risks and tax consequences. We advise on royalty issues and other disputes concerning allocation of revenues and expenses.
For oil and gas producers in South and Central Texas and on the Gulf coast, we help acquire and dispose of producing and non-producing properties, structure the full range of production agreements (farmout, exploration, master service, joint venture, gas sale and purchase), and facilitate transportation, gathering and processing arrangement. We handle oilfield and drilling services contracts and master service agreements, form joint ventures and other project-specific business entities, and resolve risk allocation and indemnity disputes. Our lawyers are knowledgeable in all aspects of oil, gas and mineral leases, and regularly work with seismic licensing, data acquisition and use agreements.
We also handle all other production and exploration contractual matters, including:
- Turnkey and other drilling agreements
- Participation agreements
- Seismic data and seismic licenses
- Surface and subsurface easements
- Equipment leases
- Oil and gas leases
Cox Smith fully understands the deregulated operating environment for electric utilities in Texas, and represents both municipal electric utilities and electric power users in their dealings with the Public Utility Commission (PUC) of Texas. We advise our clients in PUC regulatory matters that involve rate proceedings, transmission and distribution, and power marketing. Our lawyers also help private and public entities develop power supply arrangements, aggregated buying groups and cogeneration projects within the state’s deregulated market system.
Clients that our firm represents include a large integrated municipal electric and gas utility with generation, transmission and distribution assets and smaller municipal and electric cooperative electric distribution systems, as well as large commercial and industrial customers participating in areas open to Texas retail electric competition.
We are active in major administrative and judicial proceedings involving natural gas supply, electric interconnection issues, construction of nuclear and other generation facilities, and inter-utility relations. Our work also has included drafting and negotiating contracts for large power generation facilities (including a major coal-fired utility plant in East Texas), public policy advocacy with the PUC and the Texas Legislature, and negotiation of franchise and other agreements with local governments.
We represent public utility clients (major gas, electric and water utilities as well as electric cooperatives) in land use issues, particularly eminent domain and right of way disputes. Our lawyers often secure rights of way for utility projects without costly litigation, thanks to our thorough knowledge of administrative condemnation procedures and our ability to arrive at solutions that both landowners and municipal utilities can agree on.
Municipal utilities and electrical cooperatives typify the quasi-public energy organizations that rely on us for guidance in matters concerning land development, public bidding and procurement, public finance, organization and governance, open meetings law, and many additional governmental overlay requirements.
Oil & gas finance
Our lawyers know how to address the special problems and issues presented by lending on the basis of oil and gas collateral. We understand lender concerns about confirming borrower ownership of oil and gas interests, and about the details of a title review to confirm that ownership. Our firm has represented financial institutions for more than 25 years in oil and gas loan transactions, including funding of gathering and transportation pipeline construction projects by joint ventures.
That kind of experience on the lender side means we can help production companies secure the financing they need, even under the most time-sensitive conditions. We have helped independent producers arrange conventional mortgage and bond financing, as well as production payment transactions, tax credit sales, commercial mezzanine and derivative-based financings, and equity-based financings.
Oil & gas litigation
We represent our clients in virtually any dispute that arises during the normal course of energy company operations. Our familiarity with the energy industry enables us to try, settle, arbitrate or mediate controversies to a conclusion, including those that involve:
- Lease termination
- Unauthorized pooling and bad faith pooling
- Disputes with royalty and working interest owners
- Oilfield service and other operating contracts
- Trespass and surface damage disputes
- Gross negligence claims
- Debt offset issues
Our experience in energy-related litigation reflects our knowledge of the industry, and because we understand our clients’ business we can often devise creative business transactions that resolve an acrimonious situation by helping the parties work together as partners.
When the San Antonio gas and electric utility, a major Cox Smith client, formed an independent operating company for its nuclear power facility a decade ago, our firm became that new entity’s general counsel. As a result, we have experience in the complex realm of nuclear energy law, representing municipalities and private entities involved in the plant’s operation.
For example, we represented a municipal utility client in rule-making advocacy (including a Texas Attorney General’s opinion) related to the funding for acquiring a private co-participant’s share in the nuclear project.
In recent years Cox Smith has developed a strong capability in helping landowners develop renewable energy production. We have handled projects as big as a 200,000 acre wind farm that can generate a maximum 800 megawatts of power, and also advise on biomass, anaerobic digestion and waste-to-gas installations.
Our activities in the renewable energy sector encompass three main areas:
- Coordinating transmission capacity, both to help utilities that seek to connect their transmission lines to renewable production, and for renewable energy producers who need to connect to the power grid.
- Structuring joint use agreements that allow multiple agricultural, industrial and natural resource activities to take place on large land tracts also being used for renewable energy production.
- Ensuring compliance with environmental regulations, particularly for wind energy installations that must meet FAA rules on tower clearance and that face numerous restrictions concerning their impact on migratory birds and other wildlife.
Cox Smith advises clients on their water-related legal matters. Developers, regulators, water utilities, landowners, financiers and investors seek our counsel in a broad array of administrative proceedings involving water rights and the provision of water services. We thoroughly understand the unique rules for the Edwards Aquifer Authority in the San Antonio region and are at the forefront of water rights law in South Texas under the Texas Water Code. Developers, regulators, water utilities, landowners, financiers and investors seek our counsel and representation on a broad array of legal issues and in adjudicative proceedings involving water rights and the provision of water services.
In typical examples, our firm has represented developer and utility clients in recycled water supply projects to conserve drinking water resources while providing irrigation water for parks, golf courses and farms. We also conduct due diligence review for developer clients on water rights and water service issues associated with the development of land, and have advised investors on water projects to acquire, transport and deliver water to municipalities.
Land ownership and management
We serve the legal needs of investors, operators, participants and landowners involved in mining and energy exploration, as well as in agricultural activities and private natural resource uses such as hunting. We advise landowners and their agents charged with responsibility for managing real estate and natural resources, counseling them on issues associated with their land ownership rights to hard minerals and energy resources, timber, water and wildlife, among other natural resources.
Much of our landowner work involves helping owners maximize the natural resource use of their land for agricultural, energy and industrial purposes. Often our lawyers will help clients decide what use they want to make of the land, and will construct and manage production agreements that help keep the owner in compliance with the terms of lease or management contracts while preserving the rights and access to which they are entitled.
We also advise on all environmental issues involved in the purchase and sale of oil production and mining properties. That includes due diligence examination and assessment of environmental risks, negotiation of permits, and settlement of claims and disputes regarding liability for contamination and clean-up. In addition to environmental compliance, we also handle all aspects of state administrative agency representation, specifically including Texas Railroad Commission and General Land Office of Texas lease and land management issues.
Hard minerals and mining
Producers of energy minerals, ranging from uranium to coal and lignite rely on our firm to help secure mining rights, structure the contracts necessary for mine construction and operation, and promote environmental compliance (particularly for open pit and strip coal mines, and uranium mines that use water leaching processes). We provide similar advice and counsel to producers of building and construction aggregates – particularly stone and gravel production, which also involves environmental and land use regulation.
Environmental compliance and litigation
More than 20 years ago, when the EPA targeted South Texas pipeline operators by investigating the use and on-site disposal of certain toxic chemicals in their pipeline facilities, Cox Smith's energy lawyers quickly responded to the needs of our pipeline and independent operator clients. We have built on this early hands-on environmental enforcement experience to assist energy clients with a host of environmental concerns. Our firm counsels major national and international mining energy concerns on best practices involving waste site permits, environmental compliance audits and pre-acquisition environmental diligence. That includes due diligence concerning environmental issues in oil, gas and mining property acquisitions, transactions and operations.
Much of our work combines regulatory compliance and dispute resolution. Our lawyers represent clients before state and federal agencies concerning permits and other environmental matters; emergency response to spills and discharges; and the negotiation, litigation and settlement of claims and disputes that involve liability for contamination and clean-up. We have strong capabilities to defend superfund and toxic tort litigation and to handle issues related to those suits, including risk allocation and insurance coverage among multiple defendants.
Bankruptcy and restructuring
Bankruptcies in the energy industry provide the opportunities for some to reorganize and restructure debt and for others to acquire additional assets or expand the scope of their operations. Our lawyers have represented energy companies in both capacities. They also have represented committees, bond holders and suppliers to energy companies.