5 Search Results

December 9, 2019 |
Best Lawyers Recognizes Three Gibson Dunn Attorneys in Brazil

Best Lawyers named three Gibson Dunn attorneys to the 2020 edition of Best Lawyers in Brazil. The publication recognized São Paulo partner Lisa Alfaro for Corporate and M&A Law, New York partner Jose Fernandez for Energy Law, and São Paulo of counsel Fernando Almeida for Banking and Finance Law. The list was published on December 6, 2019. Lisa Alfaro is the partner in charge of the São Paulo office and is also Co-Chair of the Latin America Practice Group. She has advised U.S. and multi-national companies on their most significant and critical matters, including corporate transactions, corporate compliance and investigations. She also represents developers, investment banks, private funds, Fortune 100 companies, state owned entities and investors in the U.S. and Brazil. Jose Fernandez has substantial experience in the telecommunications, energy, water, banking and consumer industries. His clients have included major multinational companies, financial institutions and private equity groups, as well as nearly a dozen foreign governments looking to attract foreign investors. He has also successfully advised U.S. and European companies involved in disputes in developing countries. In addition, he is Co-Chair of Gibson Dunn’s Latin America Practice Group. Fernando Almeida has extensive experience advising major international and Brazilian investment banks, corporations and private equity investors in a wide range of cross-border transactions involving Brazil. He has represented various issuers and underwriters in cross-border public and private offerings of equity and debt securities, as well as in private placements and bank financings.  He also has significant experience advising foreign investors in the acquisition of, and joint venture formation with, Brazilian public and private companies, and serves as counsel to Brazilian companies in cross-border business combinations.

October 24, 2019 |
Texas Supreme Court to Address “Anti-Washout” Clauses for Overriding Royalty Interests

Click for PDF On October 4, 2019, the Texas Supreme Court agreed to hear a case addressing the extent to which “anti-washout” provisions can prevent overriding royalty interests from lapsing when the lessee of an oil and gas lease enters into a new lease for the same assets.   Overriding royalty interests are “carved out” of an oil and gas lease and entitle the interest holder to some portion of a leased asset’s production without subjecting the interest holder to the expense of developing, operating, or maintaining the leased asset.  These interests are tied to the lease from which they are carved out, meaning that these interests are limited in duration to the leasehold interest’s life.  See Sunac Petroleum Corp. v. Parkes, 416 S.W.2d 798, 804 (Tex. 1967).  Thus, absent specific language to the contrary, when the lease terminates or is renewed/extended, the overriding royalty interest does not survive.  To prevent an overriding royalty interest from lapsing in such an event, interest holders often include “anti-washout” clauses in the instrument creating the overriding royalty interest.  While these provisions typically prevent an overriding royalty interest from lapsing when a lease is renewed or extended, some seek to prevent the interests from lapsing even when the lessee enters into an entirely new lease with different terms for a particular mineral interest.  For decades, Texas courts have confirmed that these anti-washout provisions are valid and enforceable as applied to lease extensions and renewals. But on July 26, 2018, a Texas Court of Appeals addressed for the first time whether anti-washout provisions could extend existing overriding royalty interests to completely new leases.  In Yowell v. Granite Operating Co., 557 S.W.3d 794 (Tex. App.—Amarillo 2018, pet. granted), a group of overriding royalty interest owners argued that broad anti-washout provisions allowed the group to retain ownership of their interests after new leases were entered into for a particular mineral interest.  The Court rejected this argument, finding that anti-washout provisions cannot extend overriding royalty interests to a completely new lease—which in this case contained materially different terms and different lessees—when there is any uncertainty as to when the interest in the new lease would vest.  The Court rested its decision on a principle of property law called the “rule against perpetuities.”  Under this rule, “no interest is valid unless it must vest, if at all, within twenty-one years after the death of some life or lives in being at the time of the conveyance.”  BP Am. Prod. Co. v. Laddex, Ltd., 513 S.W.3d 476, 479 (Tex. 2017).  In Yowell, because (1) the underlying lease was of indeterminate duration and (2) the time between the expiration of the underlying lease and the creation of a new lease was also an indeterminate period, the Court of Appeals held that the anti-washout provision at issue violated the rule against perpetuities and was void. The overriding royalty interest owners sought discretionary review from the Texas Supreme Court, which the Court granted.  The overriding royalty interest owners argue that the appellate court’s rule against perpetuities holding is incorrect.  Instead, they assert that their overriding royalty interests vested immediately when they were reserved in the original lease—the timing of the new lease is irrelevant.  The new lessees disagree.  They argue that any “vesting” of an interest in potential, future leases must necessarily be delayed until those leases actually exist; therefore, the overriding royalty interest provisions at issue violated the rule against perpetuities because there was no way to know if or when a new lease would be entered. The Texas Supreme Court has scheduled oral arguments on the case for January 9, 2020.  Gibson Dunn will continue to monitor this matter over the coming months, and, should the Texas Supreme Court agree with the Court of Appeals that the rule against perpetuities applies and can bar certain anti-washout provisions, we stand ready to advise our clients on whether and to what extent this decision may impact their businesses.


The following Gibson Dunn lawyers assisted in preparing this client update: Michael Raiff, Justin Stolte, Michael Darden, Christine Demana, Collin Ray, Nathan Zhang and Jordan Silverman. Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding these developments. Please contact the Gibson Dunn lawyer with whom you usually work or any of the following members of the firm's Oil and Gas practice group: Michael P. Darden - Houston (+1 346-718-6789, mpdarden@gibsondunn.com) Tull Florey - Houston (+1 346-718-6767, tflorey@gibsondunn.com) Hillary H. Holmes - Houston (+1 346-718-6602, hholmes@gibsondunn.com) Shalla Prichard - Houston (+1 346-718-6644, sprichard@gibsondunn.com) Mike Raiff - Dallas (+1 214-698-3350, mraiff@gibsondunn.com) Doug Rayburn - Dallas (+1 214-698-3442, drayburn@gibsondunn.com) Gerry Spedale - Houston (+1 346-718-6888, gspedale@gibsondunn.com) Justin T. Stolte -Houston (+1 346-718-6800, jstolte@gibsondunn.com) © 2019 Gibson, Dunn & Crutcher LLP Attorney Advertising:  The enclosed materials have been prepared for general informational purposes only and are not intended as legal advice.

August 27, 2019 |
Hart Energy Video Series: Challenges Ahead For M&A Transactions Market

In a four-part series with Hart Energy, Houston partner Justin Stolte breaks down the challenges that exploration and production companies face while trying to make deals. Part One: Challenges Ahead For M&A Transactions Market Part Two: What Deals Are Getting Done Part Three: How Deals Are Getting Done Part Four: Who Is Doing The Deals?

August 15, 2019 |
Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

The Best Lawyers in America® 2020 has recognized 158 Gibson Dunn attorneys in 54 practice areas. Additionally, 48 lawyers were recognized in Best Lawyers International in Belgium, Brazil, France, Germany, Singapore, United Arab Emirates and United Kingdom.

July 11, 2019 |
Gibson Dunn Ranked in 2019 U.S. Legal 500

Gibson Dunn earned 54 practice area rankings, including 18 top-tier rankings in the 2019 edition of The Legal 500 – United States, and 32 partners were named Leading Lawyers in their respective practices with an additional 15 partners recognized as Next Generation Lawyers and two attorneys recognized as Rising Stars. The firm achieved first-tier rankings in the following categories: Antitrust – Cartel; Antitrust – Civil litigation/class actions: defense; Dispute resolution – Appellate – Courts of Appeals; Dispute resolution – Appellate: Supreme Courts (federal and state); Dispute resolution – Corporate investigations and white-collar criminal defense – advice to corporates; Dispute resolution – Corporate investigations and white-collar criminal defense – advice to individuals; Dispute resolution – General commercial disputes; Dispute resolution – International litigation; Dispute resolution – Securities litigation: defense; Industry focus – Energy transactions: oil and gas; Industry focus – Environment: litigation; Industry focus – Transport: rail and road – litigation; Industry focus – Transport: rail and road – regulation; Labor and employment – Labor and employment disputes (including collective actions): defense; Media, technology and telecoms – Media and entertainment: litigation; Media, technology and telecoms – Outsourcing; Real estate – Land use/zoning; and Real estate. The partners named as Leading Lawyers are Scott Hammond (Antitrust: Cartel), Richard Parker (Antitrust: Cartel, Antitrust – Civil ligation/Class Actions - Defense),  Daniel Swanson (Antitrust: Civil Litigation/Class Actions -  Defense), Allyson Ho, Miguel Estrada and Theodore Olson (Dispute Resolution: Appellate), Reed Brodsky and F. Joseph Warin (Corporate Investigations and White-Collar Criminal Defense), Randy Mastro (Corporate Investigations and White-Collar Criminal Defense, General Commercial Disputes, International Litigation and Leading Trial Lawyer), Deborah Stein (General Commercial Disputes), Perlette Jura (International Litigation), Orin Snyder (Leading Trial Lawyers), Brian Lutz(M&A Litigation Defense), Mark Kirsch (Securities Litigation – Defense),  Karen Manos (Government Contracts), Nicholas Politan (Energy – Renewable/Alternative), Peter Hanlon (Energy Transactions – Conventional Power), Michael Darden (Energy Transactions – Oil and Gas), Patrick Dennis (Environmental Litigation), Andrew Tulumello (Sport), Thomas Dupree Jr. (Transport: Rail and Road – Litigation and Transport: Rail and Road - Regulation), Catherine Conway, Eugene Scalia and Jason Schwartz (Labor and Employment Disputes), Scott Edelman (Media and Entertainment – Litigation), Ruth Fisher (Media and Entertainment - Transactional), Daniel Mummery, Stephen Nordahl and William Peters (Outsourcing), Eric Feuerstein and Jesse Sharf (Real Estate), Amy Forbes and Mary Murphy (Real Estate Land Use/Zoning). The partners named Next Generation Lawyers are Cynthia Richman (Antitrust: Cartel, Civil litigation/class actions and Merger Control), Adam Di Vincenzo (Merger Control), Matthew McGill (Dispute Resolution: Appellate), Anne Champion (International Litigation), Alexander Mircheff (M&A Litigation Defense), Robyn Zolman (Capital Markets Debt Offerings), Justin Stolte (Energy Transactions – Oil & Gas), Stacie Fletcher (Environmental Litigation), Gabrielle Levin and Katherine Smith (Labor and Employment Disputes), Benyamin Ross (Media and Entertainment - Transactional), Daniel Angel (Outsourcing and Technology Transactions), Douglas Champion (Real estate – Land use/zoning) and Noam Haberman and Kahlil Yearwood (Real Estate). The attorneys recognized as Rising Stars are David Schnitzer (Rail and Road: Litigation) and Molly Senger (Labor and Employment Disputes).