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Maintaining Good Standing

Maintaining Good Standing What Do I Need to Do to Stay in Good Standing? written by Miranda Caballero “Good Standing” status means that an entity is properly registered, is up to date on all registration fees and required document filings, and is legally permitted to engage in business activities. Two of the most common issues we see affecting Good Standing status are maintenance of a registered agent and filing of annual reports. All entities must maintain a registered agent with… Read More

Avoiding Deadlock

Avoiding Deadlock Why Going 50/50 Can Hurt Your Business Down the Road written by Shannon Almes Forming a business is an exciting and challenging endeavor. In the formation phase, however, one thing that can be overlooked is the allocation of power to ensure decisions can be made efficiently. People often tell us at the outset that they want things to be fair, so they want decision making authority or “voting power” to be split 50/50. However, if a disagreement arises… Read More

Do I Need to Consult A Tax Advisor

Do I Need to Consult a Tax Advisor? Tax Preparation for Forming a Business written by Andrew Clinton When forming a new company, clients often ask us, “Do I need to consult a tax advisor?” While it is always a good practice to let your tax consultant know ahead of time about any changes, the level of engagement with your tax advisor will be dependent on the structure of ownership and anticipated revenues associated with your new entity. A single… Read More

Where to Form an Entity?

Where to Form an Entity The Best State to Start Your Business written by Andrew Clinton When selecting where to form an entity, initial considerations should be your place of residence and the site of business operations.  This allows you to avoid filings for an out of state, foreign entity if you’re technically doing business in different states. In the event that you are willing to undergo two sets of registrations and filing fees, or if you have the luxury… Read More

What Type of Entity Do I Need?

What Type of Entity Do I Need? Selecting the Best Type of Company written by Andrew Clinton The first question we usually get when someone wants to form a company is, “What type of company do I need?” In order to answer this question, you will need to consider the proposed future for the entity, including the degree of formality of record-keeping, the liability protection, and the structure of ownership. Each of these factors will predominate in favor of a… Read More

Business Formation

Business Formation How to Form a Business Entity written by Andrew Clinton At the beginning of each year, as people seek to fulfill their new year’s resolutions, our clients often consider future opportunities and the prospect of creating their business entity. The task can seem daunting with the myriad of forms to be filed with the respective Secretary of State, Division of Corporations, or IRS. Additionally, banks require documentation prior to opening a business operating account and investors may want… Read More

Solvay Chemicals, Inc. v. Wyoming Department of Revenue

From 2012 to 2015, Solvay Chemicals, Inc. (Solvay) fueled its soda ash processing plant in part with waste mine gas (WMG) released from its trona mining operations. The Wyoming Department of Revenue (DOR) and the Wyoming Department of Audit (DOA) audited Solvays WMG production and found the fair market value of the WMG used by Solvay during this time was $4,780,375. The DOR then imposed severance taxes amounting to $286,822.50 in addition to ad valorem (property) taxes on the WMG.Solvay… Read More

In re Ultra Petroleum Corp.

The Fifth Circuit was recently tasked with interpreting provisions of the Bankruptcy Code after an oil and gas company filed for bankruptcy prior to becoming solvent again during the proceedings. Ultra Petroleum Corp. first proposed a plan to pay all of the outstanding principal, together with accrued interest incurred prior to the proceedings; Ultra’s creditors sought recovery of the “Make-Whole Amount”, which was the present value of the interest payments Ultra would have made in the future. Under 11 U.S.C… Read More

Case Law Update: Field Intelligence Inc. v. Xylem Dewatering Solutions Inc.

Appellant Xylem. a manufacturer and seller of large-capacity water pumps. hired Field in 2012 to develop hardware to interface w:ith pumps and computer software. A Non-Disclosure Agreement was signed in 20113 pertaining to the disclosure and protection of confidential information. This 2013 contract required he parties to settle any disputes arising out of “this Agreement” by arbitration. A second contract. signed in 2017. was a Software Subscription Service Agreement establishing a 1monthly subscription for Xylem to access Field’s software. The… Read More

Case Law Update: TEP Rocky Mountain, L.L.C. v. Record TJ Ranch Ltd. Partnership

This suit was brought out of an assignment of a Surface Use Agreement {SUA) from WPX Energy Rocky Mountain, LLC {WPX RM) to Moriah Powder River, LLC {Moriah). As the SUA included “consent to assign” language, WPX RM sent Appellee Record TJ Ranch Limited Partnership (TJ Ranch), the surface rights owner under the SUA, a letter seeking its consent to sell and assign WPX RM’s assets, interests and obligations under the SUA to Moriah. TJ Ranch did not return the… Read More

Case Law Update: SandRidge Energy, Inc. v. Barfield

A week after the Texas Supreme Court’s decision in Energen Resources Corp. v. Wallace, the Court addressed another Chapter 95 case. This case involved a lineman who was severely injured after working on power lines owned by Sand Ridge.The lineman argued that Sand Ridge was liable under Chapter 95 because they exercised control over the manner in which the work was performed, and they had actual knowledge of the dangerous condition and failed to adequately warn the lineman. Sand Ridge… Read More

Case Law Update: Pape Partners, Ltd. v. DRR Family Properties LP

In 1986, Lola Robinson owned the water rights appurtenant to a 1,086-acre farm pursuant to two separate permits issued by the Texas Commission on Environmental Quality (TCEQ). In 1990, the two permits were replaced with a single permit, which also included an additional 250-acre tract owned by Ms. Robinson. The 1,086-acre tract was subsequently sold to Plaintiff, Pape Partners, Ltd., and the 250-acre tract to the Defendant, DRR Family Properties LP. Pape and DRR subsequently disagreed over ownership of the… Read More

Case Law Update: Kingfisher Wind, L.L.C. v. Wehmuller

In 2015 Kingfisher Wind, LLC (Kingfisher Wind) began construction of a wind farm that was split between Kingfisher and Canadian Counties in Oklahoma (the “Counties”). This case concerns the discrepancy in value placed on the property by the Kingfisher and Canadian County Tax Assessors, and Kingfisher Wind, as Kingfisher Wind valued their property at almost $300,000,000 less than the combined valuation of the Counties.One of the main reasons for the large discrepancy in value was the use of Production Tax… Read More

Case Law Update: National Press Photographers Association v. McCraw UPDATED

After determining that the use of drones for newsgathering photography was subject to First Amendment protection, the court discussed what level of scrutiny should apply to its analysis. A law is subject to the strictest scrutiny if it is content-based, speaker-based, and/or purpose-based. Under the Surveillance Provisions, the content of the images (public vs. private) determined the penalties. Because the provisions included a list of people allowed to use drones, to the exclusion of journalists, they were also speaker-based. The… Read More

Case Law Update: National Press Photographers Association v. McCraw

Sections 423.002-.004 and 423.006 of the Texas Government Code (the “Surveillance Provisions”) impose both civil and criminal penalties for using drones to capture images of individuals and private property “for use in surveillance.” Sections 423.0045 and 423.0046 of the Texas Government Code (the “No-Fly Provisions”) impose criminal penalties for flying drones over critical infrastructure facilities, which would include “oil and gas pipelines, petroleum and alumina refineries, water treatment facilities, and natural gas fractionation and chemical manufacturing plants.” Both sets of… Read More

Case Law Update: Kingfisher Wind, LLC v. Wehmuller

In 2015 Kingfisher Wind, LLC (Kingfisher Wind) began construction of a wind farm that was split between Kingfisher and Canadian Counties in Oklahoma (the “Counties”). This case concerns the discrepancy in value placed on the property by the Kingfisher and Canadian County Tax Assessors, and Kingfisher Wind, as Kingfisher Wind valued their property at almost $300,000,000 less than the combined valuation of the Counties.One of the main reasons for the large discrepancy in value was the use of Production Tax… Read More

Case Law Update: James Construction Group, L.L.C. v.Westlake Chemical Corp.

On an issue of first impression, the Texas Supreme Court held that a writing is required when a contract demands written notice as a condition precedent to a right to enforce an obligation under that contract.Westlake Chemical Corporation hired James Construction Group – a contractor – to perform civil and mechanical work at one of Westlake’s plants. After many safety violations, Westlake sought to terminate James. To do so, the contract required that James be given: (1) written notice when… Read More

Case Law Update: Nettye Engler Energy, LP v. BlueStone Nat. Res. n L.L.C.

At issue is deed language stating that royalty shall be delivered 11free of cost in the pipe line [sic], if any, otherwise free of cost at the mouth of the well or mine[.]”The parties agreed that no PPC were incurred prior to delivery into the existing gas pipeline, but did not agree to the location of delivery. Did delivery occur in the pipelines on the wellsite premises, meaning the royalty was burdened with all PPC from that point to purchase?… Read More

Case Law Update: Easom v. US Well Services

In a recent case on appeal to the 5th Circuit, the Court held (1) that COVID-19 does not count as a 11 natural disaster” for the purposes of the WARN Act’s notice requirement exception, and (2) that the standard for the WARN Act’s natural disaster exception is proximate causation. Terminated employees of US Well Services, Inc. filed a class action suit against their former employer for US Well’s failure to provide the WARN Act’s required 60-day notice before a plant… Read More

Case Law Update: Energen Resources Corporation v. Wallace

Following an explosion at a water well, Wallace – a worker at the site injured in the incident – brought this negligence claim against Energen Resources Corporation as owner of the oil and gas leasehold estate in the land upon which the well was situated. The issue before the Texas Supreme Court was the applicability of Chapter 95 of the Texas Civil Practice & Remedies Code. Chapter 95 applies to any negligence claim “that arises from the condition or use… Read More

Case Law Update: Franklin v. Regions Bank

This controversy stemmed from a mineral lease covering 1,805.35 acres in Louisiana which included provisions dictating that it would terminate at the end of its term as to rights below the deepest depth drilled, known as deep rights, as well as nonproducing acreage. The operator drilled on all but 168.95 acres at depths above the Haynesville Shale formation. Accordingly, the lease was set to expire as to the nonproducing 168.95 acres as well as the deep rights below the remaining… Read More

Case Law Update: Cimarex Energy Co. v. CP Well Testing, L.L.C.

In a Master Service Agreement (MSA) between Cimarex and CP Well, the parties agreed to obtain, “for the benefit of the other Party,” minimum insurance amounts to support their respective indemnity obligations. CP Well acquired $11 million in coverage, well in excess of the $3 million minimum set by the MSA. Following a $4.5 million personal injury settlement, Cimarex sought indemnity from CP Well for the full amount; CP Well refused to indemnify over the $3 million minimum required by… Read More

Rachel Reese featured on Oil Money

Oil Money Podcast with Yousuf Chaudhary and Donnie Davis Bulldog Oil and Gas attorney, entrepreneur and most recently on Hart Energy’s 40 under 40! Rachel Reese talks ambition, balance and the importance of networking. Stay tuned to future episodes of Oil Money to hear the new legal segment hosted by Rachel. She’ll be breaking down the big legal news in energy and many common misconceptions around attorneys and law. Listen now on Digital Wildcatters, Spotify, and Apple Podcast Read More

Rachel Reese named an Oil and Gas Investor’s 2021 “Forty Under 40” Honoree

Hart Energy revealed the honorees for their recognition program – Oil and Gas Investor’s 2021 “Forty Under 40”. Rachel Reese is one of the few individuals that were nominated and awarded. Since its inception in 2016, this renowned annual process has continued to attract strong support from the petroleum industry and the financial community. Rachel has been acknowledged as an industry role model for her entrepreneurial spirit, inventive problem solving, leadership, and community participation. She was nominated by peers, colleagues… Read More

August 2021 Newsletter – When Your Lawyer is Not Your Lawyer: Attorney-Client Privilege Inside Small Companies

When Your Lawyer is Not Your Lawyer: Attorney-Client Privilege Inside Small Companies By: Ray Hafner We recently heard a terrifying, but all too common story from a colleague who practices high stakes litigation.  During a lawsuit over some land and lease acquisitions, a small E&P company was ordered by a court to turn over every single e-mail related to the transaction at issue after finding that the attorney-client privilege did not cover any of the company’s communications. At the time… Read More

April 2021 Newsletter – Asset Acquisitions and Divestitures in the Oil and Gas Industry 

An RR&A Transaction Newsletter Series By: Cheryl Looper & Miranda Caballero Transactions: An Overview The COVID-19 pandemic and associated fluctuations in commodity pricing have sent a wave of distress across the oil and gas industry, causing some participants to restructure and/or dispose of non-core or distressed assets.  The exploration and production sector took the brunt of the blow, forcing operators and service providers to find new and creative ways to do more with less. While many of the larger players… Read More

Helpful Resources and Support during Winter Storm Uri

RR&A Family, As you know (some of you all too well) Winter Storm Uri has invaded the south and left Texas and its neighboring states in devastating conditions; leaving millions without power and water and many without the basic necessities to get through. Our hometown of Houston being one of the hardest hit, we at RR&A have suffered the same. In spite of this and as Houstonians know, our city is resilient and our people somehow always find a way… Read More

January 2021 Newsletter – Clear Your Litigation Docket with a Comprehensive Litigation Review from RR&A

By: Ray Hafner Executive Summary It’s far too easy to let unpleasant litigation sit ignored or allow outside counsel to run a strategy that is not aligned with your goals or mission.  RR&A can review your litigation docket and find cost-savings by identifying situations where someone else is financially responsible, where the matter is ripe for resolution, the rates are out of proportion to the case, or the litigation is poorly or inactively managed. One of the services R. Reese… Read More

August 2020 Newsletter – So You Started a Company… Now What?

By: Cheryl Looper Executive Summary: Starting a business is challenging.  You’ve got a great idea and have decided to take the plunge. But how do you get from here to the vision you have in your head?  What infrastructure do you need to give your business the best chance at success? The exact steps a new business needs to take depend on a variety of factors, most importantly what your business will be doing and where.  Your lawyer and tax advisor… Read More

July 2020 Newsletter – You Have Been Sued: A Guide for Handling New Litigation

By: Raymond “Ray” Hafner Executive Summary:  New litigation requires a company to take immediate steps to begin preparing a defense and ensuring the company is in the best position possible.  Failure to act quickly can seriously harm the company’s defense.  Successful companies will involve counsel immediately, investigate early, preserve all evidence, notify their insurance carriers, budget appropriately, and, if at all possible, resolve the case early. “YOU HAVE BEEN SUED.  YOU MAY EMPLOY AN ATTORNEY.  IF YOU OR YOUR ATTORNEY… Read More

June 2020 Newsletter – New Case Update: Piranha Partners v. Neuhoff

New Case Update: Piranha Partners v. Neuhoff, 596 S.W.3d 740 (Tex. 2020), reh’g denied (Apr. 17, 2020) By: Yvette Hershey Quick Summary: In a 7-2 decision delivered on February 21, 2020, the Texas Supreme Court in Piranha Partners v. Neuhoff (the “Piranha Case”) held that language in an Assignment conveyed interest in production under a mineral lease covering the entire tract of land instead of just a single well.  In Depth Analysis: In 1975, Neuhoff Oil & Gas (“Neuhoff”) purchased… Read More

April 2020 Newsletter – Best Practices When Declaring Force Majeure

Best Practices When Declaring Force Majeure By: Raymond “Ray” Hafner There have been a lot of articles written recently on how force majeure clauses are interpreted and their invocation in light of the COVID-19 pandemic. Here are some of our favorites.  Force Majeure and the Doctrine of Frustration (Paul Hastings) Evaluating Your Force Majeure Clause under Covid-19 (Jenner Block) Dispute Resolution Procedures under Force Majeure (Wilmer Hale) Force Majeure Contracts in Texas (Akerman) Although the ability to declare force majeure… Read More

February 2020 Newsletter – Outsourced General Counsel Services

How I Learned to Stop Worrying and Love Outsourced General Counsel Services By: Raymond “Ray” Hafner Running a small business is a never-ending parade of obstacles, tasks, and challenges that need to be surmounted.  Add in the complexity and nuance of legal issues facing a competitive, highly-regulated industry and there is more than enough worry to keep a CEO or manager up at night.  Large companies typically hire a general counsel for this very reason – executives know exactly who… Read More

Exciting news from RR&A – Introducing Raymond “Ray” Hafner

We’re pleased to announce a new addition to our firm. Raymond “Ray” Hafner joined our firm this month in the position of Of Counsel and starting January 1, 2020, he will hold the position of Senior Associate. Ray received his J.D. from The University of Virginia School of Law in May 2009. Before that he graduated from the University of Houston Honors College in 2005. Ray has spent the past decade providing clients in the energy business with innovative and… Read More

December 2019 Newsletter – Case Update

Is Your Day Rate Worker Actually a Salaried Employee?  New Case Update: Faludi v. US Shale Solutions, LLC By: Rachel Reese & Miranda Caballero Quick Summary In a recent 5th Circuit Court of Appeals decision, which governs the states of Texas, Louisiana and Mississippi, Jeff Faludi was found to be a salaried employee, subject to the highly compensated employee exemption under the Fair Labor Standards Act (“FLSA”), and therefore not entitled to overtime compensation even though he was employed under… Read More

Rachel Reese Highlights Lease Negotiation Best Practices in Series of Speaking Engagements

The push and pull between mineral rights owners and production companies in the oil patch has only increased with the unprecedented production volume coming out of the Permian Basin. Indeed, in the Permian Basin last year, billions in transactions took place transferring mineral leasehold interests. With so much potential revenue on the line and generations of knowledge regarding lease contract negotiations, mineral owners are becoming increasingly sophisticated about the lease negotiation process. Whether it’s a Producers 88 with a raft… Read More

Rachel Reese Presents to Houston Bar Association’s Continuing Legal Education

Rachel Reese presented to the Houston Bar Association’s Continuing Legal Education on Friday, May 3, 2019. With leasing back in full swing in some of the more prolific areas of Texas, more and more mineral interest owners are insisting upon custom lease forms rather than using a Producers 88. As Texas jurisprudence struggles to keep up with the realities of modern oilfield practices, these lease forms get more and more complex. Rachels presentation provides an overview of these custom provisions,… Read More

R. Reese & Associates Celebrates Anniversary

At R. Reese & Associates, we work hard and stay focused on looking forward rather than looking back. But we can’t help but take a moment to pause and consider our firm’s whirlwind first year. We started this firm with an idea to create a new model for building relationships between E&P companies and law firms. After all, anyone with experience knows there is no one-size-fits-all model when you’re talking about domestic producers, which today range from the largest multinationals… Read More

Texas Supreme Court Interprets “Into the Pipeline” with Regard to Post-Production Costs

New Case Update: Burlington Resources Oil & Gas Co. LP v. Texas Crude Energy, LLC By Rachel Reese & Miranda Caballero Quick Summary In a 9-0 opinion, delivered on March 1, 2019, the Texas Supreme Court in Burlington Resources Oil & Gas Company LP v. Texas Crude Energy, LLC (“Burlington”) equated the lease language on royalties delivered “into the pipeline” with “at the well” effectively expanding its previous jurisprudence on the deductibility of post-production costs from a royalty stream. In-Depth… Read More

Rachel Reese Speaks to Society of Petroleum Evaluation Engineers

Rachel Reese spoke to the Houston Chapter of the Society of Petroleum Evaluation Engineers on Thursday, February 21, 2019. With leasing back in full swing in some of the more prolific areas of Texas, more and more mineral interest owners are insisting upon custom lease forms rather than using a Producers 88. As Texas jurisprudence struggles to keep up with the realities of modern oilfield practices, these lease forms get more and more complex. Rachels presentation provides an overview of… Read More
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