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Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

The Rule Against Perpetuities is Alive and Enforceable in Oklahoma

by Gray Reed & McGraw on

Today we venture into Oklahoma, to be instructed on the Supreme Court’s treatment of the Rule Against Perpetuities. First, the Rule: No property interest is good unless it must vest, if all, not later than 21 years after...more

FERC Enforcement Releases 2016 Annual Report

On November 17, 2016, the Federal Energy Regulatory Commission’s (FERC or “Commission”) Office of Enforcement (“Enforcement”) released its annual Report on Enforcement (the “2016 Report”). This year’s report is the 10th such...more

Option Contract Ruling Reversed by Texas Supreme Court.

by Gray Reed & McGraw on

North Shore Energy v. Harkins interpreted an Option Agreement between landowners and a producer over a 400 acre tract. In football they would say the Texas Supreme Court pancaked the plaintiff. In the law, some would call it...more

The Eighth Circuit Extinguishes Claims of Continuing Conduct in Propane Tank Conspiracy

Before plaintiffs could light the pilot on antitrust claims against two propane tank distributors, a split Eighth Circuit panel cut the gas. In doing so, the majority espoused a narrow view of the applicability of the...more

Back to the Bulgarian Bad Guy, So Say the Justices

by Gray Reed & McGraw on

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

Delaware Chancery Court Dismisses Challenge to MLP Drop Down Transaction

by Bracewell LLP on

The Delaware Chancery Court recently dismissed a challenge to a transaction in which a master limited partnership (the "MLP") repurchased an interest in a crude oil pipeline in 2015 previously sold to its general partner (the...more

What is a Corporate Opportunity?

by Gray Reed & McGraw on

Let’s say two fellows are in the oil business and one of his activities is as a director of an exploration company. A deal comes in, they present it to the company, but take it for themselves, Did they steal the opportunity...more

Superior Court Explains Interference With Prospective Business Relationship And Good Faith Claim

by Morris James LLP on

This decision does an excellent job of setting out the elements of a claim for interference with prospective business relationships. Even better, it is a comprehensive summary of the elements of a claim for breach of the duty...more

Supreme Court Declares Canadian Corporations may be Liable for Acts of Foreign Affiliates

by Bennett Jones LLP on

In a just-released decision, Chevron Corp v Yaiguaje, 2015 SCC 42, the Supreme Court of Canada held that Canadian courts have jurisdiction to decide whether a foreign judgment can be enforced in Ontario against either or both...more

Court Arrives at Fair Market Value of Gas Property

by Gray Reed & McGraw on

In Texas, lost profits can’t be recovered as damages unless proven to a “reasonable certainty”. Question 1: What does that mean? Question 2: Does it matter if the deal is in Bulgaria? Let’s get rid of the...more

Exercising Registration Rights Did Not Violate Fiduciary Duties

Molycorp, Inc. is a publically traded Delaware corporation engaged in a the production and sale of rare earth oxides. Private equity investors held 44% of Molycorp’s stock, appointed certain directors and had demand...more

General partner to pay $171 million for special committee’s failure to act in good faith: 2 key takeaways

by DLA Piper on

In In re El Paso Pipeline Partners, L.P. Derivative Litigation, 2015 WL 1815846 (Del. Ch. Apr. 20, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) issued a post-trial opinion finding that the general...more

Locke Lord QuickStudy: The Broader Lesson of the El Paso Pipeline Decision

by Locke Lord LLP on

Alternative entities, such as limited partnerships and limited liability companies, have an advantage over corporations because of the greater flexibility to define the terms of the arrangement by contract. ...more

Must the Lessee Be Wary of the Executive Right Owner?

by Gray Reed & McGraw on

You are negotiating to take a big oil and gas lease. The run sheets show you are dealing with an executive right owner on behalf of himself and his NPRI owner. His proposed terms are odd: a lower-than-market royalty and a...more

Locke Lord QuickStudy: Range Resources Case

by Locke Lord LLP on

On March 6, 2015, the Texas Supreme Court decided a case involving the duties owed to the non-executive holder of a nonparticipating royalty interest by both the executive rights holder and the lessee that negotiated the...more

The Executive Right and the NPRI – What is the Relationship?

by Gray Reed & McGraw on

The duty owed by the executive right holder to its non-participating royalty interest holder in Texas, long haunted by the ghost of Clinton Manges, is again examined. From KCM Financial, et al. v. Bradshaw and its...more

Louisiana Lessee Could be Liable for Withholding Information

by Gray Reed & McGraw on

A Quiz - You are in Louisiana and are described as having a “lesion beyond moiety”. What do you do? A. Contact your primary care physician for an appointment...more

SEC Continues To Focus On Microcap Fraud

by Dorsey & Whitney LLP on

The Commission continues to focus on microcap fraud actions with two new manipulation cases involving penny stocks. In one a former registered representative acted as an unregistered broker and then engaged in a series of...more

Class Actions Can Strain Retail Electric Providers

by Reed Smith on

In August 2014, a putative class action suit was brought against Ambit Energy Holdings LLC, Ambit Texas, LLC, Ambit Northeast LLC, and Ambit New York, LLC (collectively, “Ambit”) in New Jersey federal district court. Class...more

Listen to the Words In the Injunction Battle

by Gray Reed & McGraw on

In Lightning Oil Company v. Anadarko E&P Offshore, LLC, the surface and 1/6 of the minerals of the Chaparral Wildlife Management Area is owned by the Texas Parks and Wildlife Department. 5/6th of the minerals is owned by the...more

Northern District of Texas Dismisses Bad Faith Claims in Well-Control Policy Dispute

by Saul Ewing LLP on

Eagle Oil & Gas Co. v. Travelers Prop. Cas. Co. of Am., No. 7:12-cv-00133-O (N.D. Tex. Jul. 14, 2014) - Northern District of Texas dismisses bad faith claims against insurer and adjuster in dispute over coverage for...more

SEC Brings Fraud Charges Against Oil and Gas Company and Its CEO

On August 4, the Securities and Exchange Commission instituted cease-and-desist proceedings against Houston American Energy Corp., an oil and gas exploration and production company, and John F. Terwilliger, its CEO, for...more

ACER 2014 REMIT Report Confirms Continued Inquiries into Market Conduct

ACER calls for substantial funding increase to enable more aggressive monitoring and enforcement efforts in coordination with national regulators. On Tuesday 10 June 2014, the Agency for the Cooperation of Energy...more

Operator Wins JOA Fight

by Gray Reed & McGraw on

MDU Barnett Ltd. P’ship v. Chesapeake Exploration Ltd. P’ship is at least three things: - The culmination of an unhappy relationship between an operator and non-operators. - What happens when joint owners’ interests...more

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