Dora Arash is a partner in the Los Angeles office of Gibson, Dunn & Crutcher. Her practice concentrates on federal income tax planning for corporations and partnerships. She has advised clients on the tax consequences of partnership and corporate formations, taxable stock and asset acquisitions, tax-free reorganizations, public and private offerings of stock and debt, spin-offs and joint ventures. She has also represented clients in a variety of tax controversy matters, including matters before the Appeals Division of the Internal Revenue Service, the United States Tax Court, and the United States Court of Appeals for the Ninth Circuit.

Before joining Gibson, Dunn & Crutcher in 1997, Ms. Arash served as attorney-advisor to the Honorable Carolyn P. Chiechi of the United States Tax Court.

Ms. Arash received an LL.M. in Taxation from New York University in 1995. She received a J.D., magna cum laude, from the Pepperdine University School of Law in 1994, where she served as associate editor of the Pepperdine Law Review, and she received a B.S., magna cum laude, from California State University, Northridge in 1991.

Ms. Arash was selected as a ranked lawyer in the 2020 – 2025 editions of Chambers USA: America’s Leading Lawyers for Business and named one of The Best Lawyers in America for Tax Law in the 2024 edition.

Stephen I. Glover is a partner in the Washington, D.C. office of Gibson, Dunn & Crutcher who has served as Co-Chair of the firm’s Global Mergers and Acquisitions Practice. Mr. Glover has an extensive practice representing public and private companies in complex mergers and acquisitions, joint ventures, equity and debt offerings and corporate governance matters. His clients include large public corporations, emerging growth companies and middle market companies in a wide range of industries. He also advises private equity firms, individual investors and others.

Mr. Glover has been ranked in the top tier of corporate transactions attorneys in Washington, D.C. for the past nineteen years (2005 – 2025) by Chambers USA America’s Leading Business Lawyers. He has also been selected by Chambers Global for the past five years as a top lawyer for USA Corporate/M&A. Chambers has singled out Mr. Glover as the only “Star” corporate lawyer in the District of Columbia. In 2018, he was recognized by BTI Consulting as a BTI Client Service All-Star MVP for making the Client Service All-Star list in four consecutive years. Mr. Glover was named the Washington, D.C. M&A Lawyer of the Year by The Best Lawyers in America® in 2018 and has been recognized for his work in Mergers and Acquisitions, Securities, Capital Markets and corporate law.

Mr. Glover is the author or co-author of several books, including M&A Practice Guide; Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock; and Partnerships, Joint Ventures and Strategic Alliances . He has written more than 60 articles and speaks frequently on corporate and securities law issues.

Mr. Glover has served as a member of the DC Bar Board of Governors and the DC Bar Pro Bono Committee, and as Co-Chair of the Steering Committee for the D.C. Bar’s Corporation, Finance and Securities Law Section. He is a member of the advisory board of BNA’s Mergers & Acquisitions Law Report and the editorial board of The M&A Lawyer. He has served as D.C. representative to the New York Tribar Opinion Committee. Mr. Glover has also served as an Adjunct Professor at the Georgetown University Law Center.

Mr. Glover served as a law clerk to Justice Thurgood Marshall in the United States Supreme Court from 1981 to 1982 and to J. Skelly Wright, Chief Judge of the U.S. Court of Appeals for the District of Columbia Circuit from 1980 to 1981. He was the DC Bar Pro Bono Lawyer of the Year for 2004.

Mr. Glover earned his law degree cum laude in 1980 from Harvard Law School, where he was Managing Editor of the Harvard Law Review. He received his undergraduate degree summa cum laude from Amherst College.

Selected recent representations include:

• Apex Tools, a joint venture between Danaher and Cooper Industries, in its $1.6 billion sale to Bain Capital
• CACI in its contested $7.2 billion bid for CSRA, as well as several other multi-billion bids and numerous completed transactions.
• The Carlyle Group Holdings Conflicts Committee in connection with Carlyle’s conversion from a publicly traded limited partnership to a corporation
• Cortina Partners in numerous acquisitions and dispositions, including the sale of Classic Aviation, an air ambulance service, to Intermountain Health Care.
• CoStar in its acquisitions of Apartments.com, Apartment Finder and other internet-based apartment listing services
• Eaton Corporation in several transactions, including the $3.3 billion sale of its hydraulics business to Danfoss, the $1.4 billion sale of its lighting business to Signify, the $920 million acquisition of Souriau-Sunbank from Transdigm, and the formation of a $1.2 billion joint venture with Cummins Engines for the production of automated transmissions
• Euronet Worldwide in its contested $1 billion bid for MoneyGram International
• Intel in its approximately $2.5 billion flash RAM manufacturing venture with Micron Technology
• Marriott International in numerous transactions, including its contested $13.6 billion acquisition of Starwood Hotels & Resorts Worldwide, its acquisition of UK public company Elegant Hotels, its acquisition of the Gaylord hotel brand and management company, the spin-off of Marriott Vacations Worldwide, its vacation ownership business, and various joint ventures.
• Quidel Corporation in its approximately $6 billion business combination with Ortho Clinical Diagnostics Holdings plc.
• The controlling stockholder of government contractor SRA in its $1.8 billion sale to Providence Equity
• Towers Watson in its $18 billion merger of equals with Willis Group, and Watson Wyatt in its approximately $6 billion merger with Towers Perrin that led to the formation of Towers Watson
• United Therapeutics in several acquisitions and dispositions, as well as its conversion to a Delaware public benefit corporation.

Michael De Voe Piazza is a partner in Gibson, Dunn & Crutcher’s Houston office, and is Co-Head of the firm’s U.S. Private Equity Practice and the firm’s GP Solutions Practice. Michael focuses his private equity practice on mergers, acquisitions, dispositions, joint ventures and equity and debt offerings, including control, minority and preferred investments and structured equity and asset-level investments and financings. He regularly represents clients in the financial, oil and gas, energy transition and power sectors.  Michael has significant experience advising private equity funds and other financial sponsors in “GP stakes” transactions, asset management M&A, leveraged buyouts, portfolio company investments and fund formation projects. He also has developed expertise in transactions involving the wealth management industry, the mineral and royalty business, the renewable fuels business, volumetric production payments and “DrillCo” structures.

Michael was named Energy & Industrials Dealmaker of the Year at The Deal’s Middle Market Awards in 2020. In 2015, he was one of only seven lawyers under the age of 40 to be named a “Rising Star” by Law360 in the area of Energy. It was his third consecutive “Rising Star” honor. In 2013, Michael was also named a “Legal Leader on the Rise” by Texas Lawyer.

Chambers Global (2025) ranks Michael among the leading individuals practicing in the areas of Energy: Oil & Gas (Transactional) in the United States and Chambers USA (2025) ranks Michael in the areas of Energy: Oil & Gas (Transactional) for Nationwide and Private Equity and Corporate/M&A in Texas. He is also nationally recognized in the Legal 500 for Energy Transactions: Oil and Gas, M&A: Large Deals, Private Equity Funds and Private Equity Buyouts. According to the Legal 500, Michael is “exceptional.”  Clients singled out Michael for his “outstanding ability to see transactions through his client’s eyes and do everything possible to secure a maximum beneficial outcome.”

Before joining Gibson Dunn, Michael was a partner at Willkie Farr & Gallagher LLP where he served as Co-Head of the firm’s Energy practice and Co-Managing Partner of its Houston office.

Michael graduated from Georgetown University Law Center cum laude in 2008 and received his undergraduate degree from Princeton University magna cum laude in 2001.

Michael’s experience includes:*

Selected Significant Matters

Recent Representative Transactions

• Represented Capital Constellation, a fund managed by Wafra, Inc., in (i) its strategic investment in Greenbelt Capital Partners, a private equity firm targeting private equity, infrastructure development and late-stage growth opportunities, (ii) its $150 million strategic partnership with Ara Partners Group, whereby Capital Constellation acquired a substantial minority ownership interest in Ara Partners and provided the firm and its affiliates with significant investment capital, (iii) its sale of its minority stake in Ara Partners to Affiliated Managers Group, Inc. and (iv) its significant equity investment in, and capital commitment to, Pollen Street Capital, a UK-based asset manager focused on the financial and business sectors in the UK and Europe
• Represented Carnelian Energy Capital Management in connection with (i) Ridgemar Energy, LLC’s acquisition of Callon Petroleum’s Eagle Ford business for $655 million and (ii) Percussion Petroleum II, LLC’s sale to Callon Petroleum in a cash and stock transaction involving consideration of $475 million
• Represented Oak Street Real Estate Capital in its $1.6 billion acquisition by Blue Owl Capital
• Represented Oaktree Capital Management L.P. in connection with (i) its $2 billion strategic partnership with an affiliate of Diversified Energy Company to jointly identify and acquire producing oil and gas assets in the continental United States, (ii) multiple joint acquisiitons with Diversified Energy Company, including its substantial acquisition from Tapstone Energy Holdings and a related party and (iii) its joint ABS transaction with Diversified Energy Company
• Represented Constellation Wealth Capital in (i) its preferred equity investment in AlTi Global, Inc, as part of a $450 million investment made by CWC and Allianz X, (ii) its acquisition of a minority stake in Lido Advisors, a wealth management firm with greater than $19 billion in assets under management and (iii) its acquisition of a minority stake in Alphacore, a wealth management firm with over $2.5 billion assets under management
• Represented Esperanza Capital Management in (i) its strategic partnership with Cockrell to create a platform to make acquisitions of assets and businesses in the Gulf of Mexico and (ii) its joint acquisition, with Andros Capital Partners, of ExxonMobil’s assets in the ursa and Princess Fields of the Gulf of Mexico and on the formation of a strategic joint venture focused on the acquisition and development of upstream and infrastructure assets in the Deepwater Gulf of Mexico
• Represented Sammons Financial Group in its strategic partnership with Northrock Partners, a wealth management firm with more than $5 billion in assets under management
• Represented Andros Capital Partners in (i) both its inaugural $250 million energy fund targeting flexible capital investments and its $750 million second energy fund targeting flexible capital investments, (ii) its $150 million Permian Basin drilling joint venture with MPDC, (iii) its $122 million acquisition of mineral and royalty interests from an undisclosed seller and (iv) its participation, as a lead investor, in a $1.6 billion continuation fund with respect to HG Energy
• Represented entities managed by Wafra Inc. as key shareholders in Pollen Street Capital and Honeycomb Investment Trust on their combination to form a London-listed alternative investment manager
• Represented lead investors of a private equity consortium in connection with the acquisition of Verdad Resources
• Represented Juniper Capital in its creation of North Peak Oil & Gas through the combination of of two existing portfolio companies and a substantial acquisition from a private oil and gas company
• Represented Beemok Capital in its acquisition of the Western & Southern Open from the United States Tennis Association
• Represented Lime Rock Partners in its investments in (i) Prairie Energy, (ii) multiple San Jacinto Minerals platforms, (iii) Wayfinder Resources and (iv) Axis Energy Services
• Represented (i) Avolta LLC in its joint venture with Energy Capital Partners with respect to a joint venture to develop renewable natural gas products and (ii) Nacelle Logistics, LLC, a leading provider of RNG O&M and gas conditioning services, in connection with its investment from Energy Capital Partners
• Represented Devon Energy, as lead investor, in a $244 million funding of Fervo Energy, a leading geothermal development business
• Represented Houston Energy in the formation of HEQ Deepwater and HEQ Deepwater II, with Quantum Energy, with more than $500 million of total equity capital commitments
• Represented USD Clean Fuels, a leading developer of logistics infrastructure in North America for the renewable fuels value chain, in its sale of a majority interest to Ara Partners
• Represented Carnelian Energy Management in connection with multiple equity commitments to upstream oil and gas companies, including SandPoint Resources, LLC, Veritas Permian II, LLC and Percussion Petroleum
• Represented JP Morgan in its $220 million volumetric production payment transaction to Antero Resources

Other Representative Transactions

Mergers and Acquisitions

• Represented Veritas Energy and Carnelian Energy Capital Management in the sale of Permian Basin assets to Northern Oil and Gas for $406.5 million
• Represented Lime Rock Partners VIII, L.P. and its portfolio company San Juan Offshore LLC in a management-led buyout of all of Arena Energy, LP’s Gulf of Mexico assets out of bankruptcy
• Represented Laredo Petroleum in its acquisition of Midland Basin Assets from Sabalo Energy (and a nonoperating partner) for approximately $715 million, an acquisition that involved consideration consisting of both cash and Laredo common stock
• Represented Juniper Capital in its $188 million strategic investment in independent oil and gas company Penn Virginia
• Represented Springbok in the sale of mineral and royalty interests to Kimbell Royalty Partners for $175 million
• Represented Samson Resources II, LLC in the $525 million sale of its East Texas and North Louisiana Assets to Rockcliff Energy II LLC and in the $215 million sale of its Powder River Basin Assets to Continental Resources
• Represented Kalnin Ventures in its $770 million acquisition of Devon Energy Corp.’s Barnett Shale assets
• Represented the management team of Goodnight Midstream in the acquisition by TPG Capital of a majority stake in Goodnight for a purchase price of $930 million
• Represented Apache Corporation in the $3.75 billion divestiture of its Gulf of Mexico Outer Continental Shelf business, including an innovative collateral arrangement to secure the performance by the buyer of $2 billion of abandonment exposure
• Represented Chesapeake Energy Corporation in its $2.16 billion sale of a substantial majority of its remaining midstream assets to Access Midstream Partners, L.P., a transaction that included the execution of new market-based gathering and processing agreements covering various acreage dedications in the Marcellus, Utica, Eagle Ford, Haynesville and Niobrara Shale Plays
• Represented Kalnin Ventures LLC and its subsidiaries in 6 separate transactions over a 2-year period involving the acquisition of operated and non-operated interests in upstream and midstream oil and gas assets located in the Marcellus Shale region of Northeast Pennsylvania for an aggregate purchase price of $522 million, including the acquisition of all of Carrizo (Marcellus) LLC’s and Reliance Marcellus II, LLC’s collective interests in the region for a combined purchase price of $210 million. The remaining 5 transactions involved the acquisition of assets from the following sellers: Warren Marcellus, LLC; Zena Energy L.L.C.; Radler 2000, LP; Tug Hill Marcellus LLC; Chief Exploration & Development LLC and Range Resources-Appalachia, LLC
• Represented Liberty Oilfield Services in its acquisition of the U.S. assets of Sanjel Corporation as part of a cross border bankruptcy sale (the assets included those used in fracture stimulation, cementing and coil tubing operations)
• Represented Chesapeake Energy Corporation in its $2 billion sale of its limited partner units and its general partner interests in Chesapeake Midstream Partners LP to Global Infrastructure Partners
• Represented Hilcorp Energy Company in connection with its acquisition of all of the Alaska oil and gas assets of a Chevron subsidiary, including interests in multiple offshore and onshore fields, gas storage facilities, numerous drilling rigs and tank farms
• Represented Apache Corporation in its $7 billion acquisition of BP’s oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and Egypt’s Western Desert, as well as substantially all of BP’s upstream natural gas business in western Canada and British Columbia
• Represented a private equity natural resources fund in connection with its acquisition of upstream oil and gas assets located in the Williston Basin in exchange for its issuance to the sellers of preferred equity interests in a special purpose vehicle formed to acquire the underlying oil and gas assets
• Represented Millennial Energy Partners in a variety of investments in non-operated oil and gas assets across the continental United States, including its joint venture with Continental Resources and its exits to private equity backed portfolio companies
• Represented Chesapeake Energy Corporation in the sale of certain midstream assets in the Anadarko Basin for $245 million to MarkWest Energy Partners and the $300 million sale of Mid-America Midstream Gas Services LLC to SemGroup Corporation
• Represented Alinda Capital Partners in connection with its $505 million acquisition of gas storage facilities and oil and gas assets located in close proximity to the Barnett Shale
• Represented privately held oil and gas company in its sale of its crude oil trucking business to a MLP
• Represented a Fortune 500 US energy company in the $230 million acquisition of a power facility and negotiation of subsequent joint operating arrangements
• Represented Constellation Energy in connection with its $142.5 million acquisition, via merger, of StarTex Power, a Texas retail electric provider
• Represented a leading financial institution in connection with its acquisition of a substantial commodity trading book
• Represented an independent power developer in its sale of a mid-stage development project in the State of Texas
• Represented a strategic participant in its bid for British Gas’s portfolio of gas-fired power generation assets located in New England, ultimately purchased by a private equity fund for approximately $450 million

Private Equity and Joint Venture Investments

• Represented Post Oak Energy Capital, LP, as investor in the PIPE transaction as part of Earthstone Energy’s approximately $860 million acquisition of Bighorn Permian Resources’ assets
• Represented Trace Capital and its portfolio companies Horizon Resources, Live Oak Resource Partners and Haymaker Minerals & Royalties in a variety of transactions, including investments by Trace Capital in certain of these portfolio companies
• Represented Black Knight Energy, a private energy company formed to pursue the acquisition and development of large, cash flowing oil and natural gas assets across the lower 48 states, and its management team in its $500 million equity commitment from Kayne Anderson Capital Advisors
• Represented OneNexus Environmental, a financial technology energy company, in its strategic partnership with BlackGold Capital Management to provide asset retirement solutions to oil and gas companies
• Represented the management team of AltaMar Energy in connection with the formation of AltaMar Energy, LLC and a line of equity commitment from Carnelian Energy Capital III, L.P.
• Represented the management team of Hawthorne Energy in connection with the formation of Hawthorne Energy, LLC and a line of equity commitment from Carnelian Energy Capital III, L.P.
• Represented management team in connection with the formation of Percussion Petroleum II, LLC and equity commitment from Carnelian Energy Capital
• Represented York Tactical Energy Fund in a $125 million strategic asset-level joint venture in the DJ Basin with Bayswater Natural Resources Fund III
• Represented Houston-based energy investment management firm Pickering Energy Partners in a $500 million strategic joint venture with oil and gas operator Henry Resources
• Represented a private US developer and operator in the equity financing of two renewable natural gas projects, each related to developing and constructing a waste-to-energy facility at an industrial scale dairy farm
• Represented Colony Capital in connection with the formation of the new joint venture partnership, Alpine Energy Capital, LLC to provide capital and asset management solutions to the U.S. upstream oil and gas industry
• Represented Kayne Anderson in its agreement with Warburg Pincus to provide a $1 billion equity commitment to WildFire Energy, I LLC
• Represented Colony Capital in its joint venture between Colony HB2 Energy and California Resources Corporation to fund up to $500 million for the development of CRC’s flagship Elk Hills field, located in the San Joaquin Basin
• Represented Kayne Anderson Capital Advisors in its equity commitment to Ensign in the acquisition of Eagle Ford acreage from Pioneer Natural Resources
• Represented Glendale Energy Ventures in its $500 million joint venture platform with TPG Sixth Street Partners to pursue acquisitions of non-operated oil and gas properties
• Represented Colony Capital in its joint venture with HB2 Energy to form Colony HB2 Energy, an energy-focused investment management platform
• Representation of Bayou City Energy in (i) a DrillCo transaction between its affiliate, BCE Roadrunner LLC and Chaparral Energy, L.L.C. to jointly develop Chaparral’s STACK acreage in Canadian and Garfield Counties, Oklahoma and (ii) co-invest arrangements for purposes of financing the DrillCo commitment
• Represented Riverstone Holdings in its $250 million line of equity commitment to Rover Petroleum, an oil and gas exploration and production company
• Represented Juniper Capital in a variety of equity-line and joint venture transactions, including Juniper Capital’s strategic partnership with Boomtown Oil
• Represented Denham Capital Management LP in its development of an equity line commitment structure for portfolio companies investing in mineral and royalty interests, including Denham’s equity line commitments to Bradford Minerals and Horizon Resources
• Represented Sage Midstream Ventures in its equity commitment of up to $500 million from Stonepeak Infrastructure Partners
• Represented Lime Rock in its line of equity commitment to Wayfinder Resources, a company formed to execute a strategy of acquiring non-operated positions in select areas of the SCOOP, STACK and Merge plays
• Represented Lime Rock Partners in its recapitalization of TEC Well Services, an oilfield service company with primary operations in West Texas, East Texas and Colorado focused on providing a full suite of well service rigs and ancillary rental equipment to E&P operators
• Represented Lime Rock in its recapitalization of SDI Gas, a Marcellus oilfield services company
• Represented Springbok Energy Partners, LLC in its joint venture with Natural Gas Partners (NGP) to pursue investments in mineral and royalty interests
• Represented Riverbend Oil & Gas in a variety of fund formation, joint venture and strategic partnerships, including Fund VI, Fund VIII and Fund IX
• Represented Trilogy Midstream in its strategic partnership with NGP, a platform dedicated to midstream development and acquisition projects
• Represented EIG Global Energy Partners in its joint venture with a large private equity firm to acquire from Encana Corporation $1.8 billion of natural gas properties in Wyoming’s Jonah Field
• Represented management of Lambda Energy Resources in its strategic partnership with Redbird Capital to acquire and develop assets in the Michigan Basin
• Represented a global private equity fund in a $200 million joint venture with a strategic midstream participant for purposes of acquiring midstream transportation and logistics assets in Louisiana, together with related debt and equity acquisition financing arrangements
• Represented The Cap Street Group in its majority recapitalization of Creative Resources Group, Inc., a provider of a range of transportation and facility services primarily in the refining and petrochemical industries, together with a variety of add-on acquisitions
• Represented upstream oil and gas portfolio company in an Eagle Ford Shale joint venture covering undeveloped properties that featured 100% carry consideration
• Represented Chesapeake Energy Corporation in connection with its $1.25 billion Utica Shale and Mid-Continent joint ventures, each of which featured a club of investors and a private placement of preferred shares
• Represented Highbridge Principal Strategies in its $350 million recapitalization of Alta Mesa Holdings, Inc., a transaction that featured a combination of convertible preferred stock and senior notes
• Represented Millennial Energy Partners in its fund formation and related arrangements
• Represented Live Oak Resources in the establishment of its private equity firm and its initial private equity fund, which is focused on acquisitions of mineral and royalty interests
• Represented Live Oak Resource Partners in multiple strategic partnerships with Denham Capital Management LP and certain co-investors to target investments in mineral and royalty interests in the continental United States
• Represented Sage Road Capital in multiple portfolio company investments, including its investments in K3 Oil & Gas, Woodford Petroleum and Peachridge Energy Partners
• Represented Titus Oil & Gas in its line of equity commitment from NGP in connection with the formation of an investment platform targeting oil and gas acquisitions in the Permian Basin
• Represented management team of Sage Midstream in matters related to its $500 million line of equity commitment from Riverstone Holdings and Kaiser Francis
• Represented EIG Global Energy Partners in a $220 million equity investment and $200 million senior debt facility for BlackBrush Oil & Gas LP and TexStar Midstream Services LP
• Represented Hilcorp Energy Company in connection with its hybrid upstream and midstream joint venture with an affiliate of NRG Energy for purposes of utilizing captured CO2 for an enhanced oil recovery project conducted on South Texas oil and gas assets
• Represented Chesapeake Energy Corporation in connection with its $250 million royalty platform joint venture with Kohlberg, Kravis & Roberts
• Represented upstream oil and gas portfolio company in its cash and carry joint venture covering oil and gas properties located in the State of Mississippi
• Represented Triple Crown Energy in a variety of transactions, including a cash and carry joint venture covering properties located in the State of Kansas and sales of mineral properties located in the Utica Shale and the STACK play in Oklahoma
• Represented an energy fund in connection with a $400 million joint venture in the Marcellus Shale
• Represented Kohlberg, Kravis & Roberts in connection with a Permian Basin drilling joint venture that featured a complicated farmout arrangement
• Represented Kohlberg, Kravis & Roberts in connection with a uniquely structured Fort Worth Basin upstream oil and gas joint venture
• Represented a Canadian private equity group in connection with a structured oil and gas joint venture that featured acquisition financing

Energy Finance

• Represented a Second Lien Agent in connection with the Chapter 11 restructuring of Samson Resources Corporation
• Represented numerous financial institutions in acquisitions of volumetric production payments from exploration and production companies, ranging from $40 million to $1.2 billion and covering both onshore and offshore oil and gas assets, including various shale plays
• Represented multiple western oil and gas companies in reserve-based loan facilities ranging from $25 million to $500 million
• Represented WBH Energy Partners in connection with debtor-in-possession financing under section 363 of the Bankruptcy Code
• Represented Melody Capital Partners in connection with a mezzanine oil and gas loan made to a privately held parent of a Texas-based oil and gas company that featured an issuance of warrants and a bespoke arrangement with the first lien lender
• Represented a club of investors comprised of a variety of financial institutions, including private equity funds, mezzanine lenders, hedge funds, and investment banks in connection with the club’s acquisition from a publicly traded oil and gas company of a $140 million dollar-denominated production payment and perpetual overriding royalty burdening offshore oil and gas assets
• Represented Citibank, as administrative agent and arranger, in $2.45 billion of debt financing for an $11 billion transaction involving CenterPoint Energy, Inc., ArcLight Capital Partners and OGE Energy Corp.
• Represented Citigroup, as lead arranger and administrative agent, in a $225 million term loan acquisition financing to a joint venture between Boardwalk Pipeline Partners and its general partner Loews Corporation, in connection with the acquisition of PL Midstream LLC from PetroLogistics
• Represented mezzanine lenders in the financing of oil and gas exploration activities, including a $150 million mezzanine financing covering certain properties located in the Marcellus Shale and Montana
• Represented a global private equity firm in a unique financing arrangement for Freepoint Commodities to allow Freepoint to purchase a volumetric production payment from Elm Ridge Exploration Co LLC
• Represented numerous independent oil and gas companies in connection with senior secured borrowing base revolving credit facilities

Trading, Project Development and Operational Matters

• Represented Sage Midstream, LLC in its development efforts for a propane and butane export terminal in Washington State
• Represented an independent oil and gas company with assets located in the Barnett Shale “Combo Play” in connection with acquisitions, development and operational matters, monetization efforts, upstream and midstream joint ventures and a corporate reorganization
• Represented an independent company with gas storage and oil and gas assets located in Texas in connection with its day-to-day operations, its implementation of a first lien credit facility, and the development, implementation and coordination of comprehensive land program, including title curative matters
• Represented independent power developers in development of power generation facilities located in Texas, including joint ventures with strategic participants and private equity investors
• Represented an international energy company in connection with its purchase of an early stage power development project in Texas and related development matters, including select environmental, public relations and regulatory issues
• Represented utilities and energy companies in connection with long-term power purchase agreements with respect to coal, petcoke, gas-fired and biomass power generation facilities
• Represented a wind power developer in connection with its implementation and administration of a comprehensive power-hedging program for a portfolio of its generation assets
• Represented multiple financial institutions in developing and negotiating both financial and physical commodity trading contracts

Selected Professional and Business Activities

Michael is a member of the Houston Bar Association and the Houston Young Lawyers Association.  In 2015, Michael was elected as a fellow of the Texas Bar Foundation

Selected Publications and Lectures

• “Energy Private Equity: Navigating Energy Transition Investments”, Texas Energy Forum 2023, August 2023
• Panelist, “Capital Markets and PE Energy Trends”, Telluride Executive Series sponsored by Daniel Energy Partners, June 2023
• Panelist, “The Role of Private Equity in Energy Transition”, Institute for Energy Law’s Annual Energy Law Conference, Feburary 2023
• Panelist, “M&A and Capital Markets Outlook”, Telluride Executive Series sponsored by Daniel Energy Partners, June 2022
• Moderator, “Infrastructure in the Permian Basin”, 2022 EIC Investor Conference, May 2022
• Panelist, “Energy Transition Capital Raising”, Pickering Energy Partners Energy Transition Symposium, December 2021
• “Contemporary Issues Facing the Modern O&G Startup,” Society of Petroleum Engineers GCS: Financing A Team & A Dream, December 2019
• “Navigating the Relationship Between Private Equity Sponsors and Management Teams,” Society of Petroleum Engineers Symposium: Starting an E&P Company, November 2018
• “Lessons from the Downturn: Oil and Gas Debt and Equity Finance,” Texas Journal of Oil, Gas and Energy Law Symposium, February 2017
• “Oil & Gas Purchase Agreements,” Rocky Mountain Mineral Law Foundation symposium, May 2016
• “Typical and Atypical Purchase Price Adjustments,” delivered in connection with the Rocky Mountain Mineral Law Foundation Oil & Gas Agreements course, May 2016
• “Upstream Private Equity Joint Ventures,” Texas Journal of Oil, Gas, and Energy Law Symposium, January 2016
• Panelist, “Recent M&A Trends,” 2014 Oil Council North America Assembly, October 2014
• “If You Bought it, Will They Come?”, an article on Upstream Oil & Gas Joint Ventures, Hart E&P, November 2013
• “Private Equity Investment in O&G Infrastructure,” API Federal Tax Forum, May 2012
• “Private Equity Investment in Oil and Gas,” 1st Midstream Oil & Gas Law Conference, December 2012
• “Private Equity Investment in Midstream Shale Play Infrastructure” (co-author of article delivered at 1st Midstream Oil & Gas Law Conference), December 2012

Recognition, Honors & Awards

• Chambers USA, Nationwide Energy: Oil & Gas (Transactional), 2017-2023
• Chambers USA, Texas, Corporate/M&A, 2017-2023
• Chambers USA, Texas, Private Equity, 2022-2023
• The Legal 500 United States, Energy Transactions, 2016-2023, Mergers & Acquisitions (M&A) Large Deals, 2016-2018, Private Equity Funds, 2018, 2023, Private Equity Buyouts, 2017, 2023
• Lawdragon, 500 Leading U.S. Energy Lawyers, 2023-2024
• Energy & Industrials Dealmaker of the Year at The Deal’s Middle Market Awards in 2020
• Who’s Who Legal, Energy, 2018-2023
• Texas Super Lawyers, 2014-2023
• Rising Star, Law360, 2013-2015
• Legal Leader on the Rise, Texas Lawyer, 2013

*Includes representations prior to Michael’s association with Gibson, Dunn & Crutcher.

Terrell Ussing is a partner in the Washington D.C. office of Gibson Dunn and a member of the firm’s Tax Controversy and Litigation Practice Group. His practice focuses on federal tax controversy and litigation.

Terrell counsels and represents businesses across all industries in all aspects and phases of tax controversy and litigation. He has significant experience representing clients on a range of complex domestic and international tax issues, such as transfer pricing, fair market value disputes, foreign tax credits, character of income, and economic substance.

Terrell was recently recognized by Financier Worldwide as a Power Player – Distinguished Advisor for Tax Disputes and by Lawdragon as one of 500 Leading Global Tax Lawyers. Terrell was recognized in the inaugural “Lawdragon 500 X – The Next Generation” guide, and has been recognized multiple years as a Next Generation Partner by The U.S. Legal 500.

Representative matters include:*

• Western Digital Corporation & Subsidiaries v. Commissioner, T.C. Docket No. 18984-18 and 4818-19 (transfer pricing and section 956) (settled)
• Perrigo Company v. United States, Case No. 1:17-CV-737 (W.D. Mich.) (transfer pricing and deductibility of legal expenses; 2-week trial) (pending)
• The Coca-Cola Company & Subsidiaries v. Commissioner, Tax Court Docket No. 31183-15 (transfer pricing and foreign tax credits; 10-week trial) (appeal pending)
• Amazon.com, Inc. & Subsidiaries v. Commissioner, 148 T.C. 108 (2017) (transfer pricing (cost-sharing issues)) (>5-week trial), aff’d 934 F.3d 976 (9th Cir. 2019) in favor of Amazon.com
• Represent pharmaceutical company during IRS examination and before IRS Appeals with respect to transfer pricing and fair market value issues
• Represent investment company during IRS examination and before IRS Appeals with respect to hundreds of millions of dollars in foreign tax credit claims as a result of the section 965 transition tax and fair market value issues under section 311 (corporate distributions)
• Represent partners and partnership during IRS examination with respect to method of accounting, character of income, and basis adjustment issues.
• Represent ad-hoc lender group in connection with resolving billions of dollars of IRS proofs of claim relating to transfer pricing and net operating losses

*Includes matters handled prior to joining Gibson Dunn

Terrell is an adjunct professor in the Graduate Tax Program of Georgetown University Law Center, where he teaches “Survey of Transfer Pricing.” He speaks on transfer pricing, tax controversy, and litigation topics at Tax Executive Institute (TEI), ABA, and D.C. Bar events. Terrell is also the co-author of the most recent U.S. chapters on Transfer Pricing and Tax Controversy in both Chambers & Partners’ and Lexology’s practice guidebooks.

Terrell received his law degree in 2012 from the University of Virginia School of Law, where he was an editor of the Virginia Journal of International Law. He received his undergraduate degrees in Finance and Spanish from North Georgia College and State University.

Terrell is admitted to practice in the District of Columbia and the Commonwealth of Massachusetts.

Brian M. Lutz is a litigation partner in the San Francisco and New York offices of Gibson Dunn. Brian serves as a Co‐Chair of the Firm’s National Securities Litigation Practice Group, which is consistently recognized as one of the leading securities litigation practices in the country. Brian’s practice focuses on complex commercial litigation, with an emphasis on corporate control contests, securities class actions, and shareholder actions alleging breaches of fiduciary duties. He represents and advises clients in connection with mergers and acquisitions, shareholder activist matters, and corporate governance issues, and regularly represents and advises boards of directors and board committees on litigation issues. Brian also handles a wide range of other business litigation, including real estate disputes, employment matters, and trade secrets litigation.

Brian is ranked by Chambers for securities litigation and is listed as pre-approved panel counsel for the major D&O insurance carriers. Brian has been named a Securities MVP by Law360, and was twice named a “Rising Star ” by Law360 in the Securities category—a distinction awarded annually to five attorneys nationwide under the age of 40. Brian was also named “Litigator of the Week” by AmLaw Litigation Daily (an American Lawyer publication) for his lead role in winning a rare preliminary injunction that prevented a hostile takeover attempt. In addition, The Legal 500 United States has named Brian to its “Hall of Fame” for M&A Litigation Defense and recognizes him as a “Leading Partner” for Securities Litigation Defense and M&A Litigation Defense. Brian was recently recognized by Benchmark Litigation as a “Litigation Star.”

Brian received his Juris Doctor from Harvard Law School. He received his Bachelor of Arts in History and Political Science from the University of Michigan, where he was a member of Phi Beta Kappa.

Representative Securities and Shareholder Derivative Matters

• Meta: Representing Facebook and senior officers and directors in securities class action and shareholder derivative lawsuits arising out of misuse of user data by Cambridge Analytica.
• Nike: Won complete dismissal of shareholder litigation against Nike and the company’s directors arising out of allegations that Nike lacked adequate internal controls for reporting employee misconduct. Representing Nike and senior officers and directors in separate securities class action and derivative litigation arising out of shift in sales strategy.
• Energy Transfer: Defending largest pipeline company in the country and its senior officers in securities class action arising out of Pennsylvania pipeline project. Secured major win on summary judgment.
• Goldman Sachs: Defending Goldman Sachs and other major underwriters in securities class action arising out of IPO of entertainment company.
• Block: Won dismissal in Delaware Court of Chancery, and then on appeal before Delaware Supreme Court, of shareholder derivative action alleging that Block directors breached their fiduciary duties in connection with acquisition of TIDAL music business.
• HP: Won consecutive motions to dismiss in securities class action lawsuits relating to HP’s printer supplies business; defending HP in separate securities class action relating to supplies business.
• Okta: Representing company and senior officers in securities class action and derivative cases arising out of integration of major acquisition.
• USAA: Defeated two shareholder actions arising out of USAA’s investment in TrueCar.
• Carvana: Represented company in separate shareholder cases in Delaware arising out of equity offering and capital structure.
• Biora Therapeutics: Won three consecutive motions to dismiss securities class action arising out of company’s IPO.
• ContextLogic (Wish): Defending company and senior officers in securities class action arising out of company’s IPO.
• Trinity Industries: Successfully resolved N.D. Texas securities litigation against company and senior officers arising out of “ET Plus” guardrail program; successfully represented senior officers in shareholder derivative action that was voluntarily dismissed by plaintiff at the motion to dismiss phase.
• Elliott Management: Represented Elliott and related parties in various shareholder actions arising out of investments.
• JP Morgan Chase: Secured complete victory for independent directors of JP Morgan Chase in various derivative lawsuits arising out of “London Whale” trading losses.
• UBS: Represented UBS in action alleging violations of the federal securities laws in connection with the issuance of mortgage‐backed securities. Won rare dismissal of all claims at the pleadings phase, which was affirmed by the Third Circuit Court of Appeals.

Representative Board and Committee Investigations / Matters

• Salesforce: Represented Salesforce Board in connection with shareholder litigation demand relating to acquired company.
• General Electric: Represented Committee of GE Board in connection with series of shareholder demands.
• PG&E: Represented Board Committee in connection with investigation of potential breaches of fiduciary duties arising out of San Bruno pipeline explosion.
• Tenet Healthcare: Represented Board Committee in connection with investigation of potential breaches of fiduciary duties arising out of alleged violations of anti‐kickback statutes.

Representative Mergers and Acquisitions Matters

• Aerojet Rocketdyne Directors: Represented incumbent directors in hotly contested trial Delaware over board control in connection with proxy contest. Shortly after trial, our clients overwhelmingly won proxy contest and steered company to successful transaction.
• Assertio: Represented company in successful defense of hostile takeover attempt by Horizon Pharma. Won rare preliminary injunction stopping hostile takeover based on improper use of confidential information. Within one hour of ruling, the hostile bidder dropped takeover attempt altogether.
• Newport Corporation: Won summary judgment for former directors of Newport in breach of fiduciary duty case arising out of sale of company to MKS Instruments. Also secured judgment ordering plaintiffs to pay millions of dollars to defendants following offer of judgment.
• Tenet Healthcare: Represented Tenet in successful defense of unsolicited takeover attempt by Community Health Systems. Less than one month after Tenet filed a complaint alleging securities violations, Community withdrew its takeover proposal.

Other Commercial Litigation Matters

• Welltower: Represented company in numerous litigation matters, including a highly successful litigation against former senior officer in action alleging violation of non-competition agreement, resulting in a settlement on the eve of trial that extended the period of the non-compete.
• SES: Represented world’s largest satellite company in hotly contested bankruptcy court trial against leading competitor, Intelsat.
• Baker Capital: Represented private equity firm in lawsuit alleging fraud and breach of a fiduciary duty in connection with its investment in Wine.com. Won complete dismissal of all claims against our client after three-week trial in San Francisco Superior Court.
• Confidential Client: Obtained preliminary injunction in Delaware Chancery Court preventing former business partner of a leading international insurer from using trade secrets and confidential information.

Sloane Ruffa is a corporate associate in the New York office of Gibson, Dunn & Crutcher.

She received her Juris Doctor from the University of Virginia School of Law in 2024, where she served as the Executive Editor for the Virginia Law & Business Review.

Sloane received her Bachelor of Arts in Political Science from the Duke University in 2019. Sloane is admitted to practice in the State of New York.

Ryan Searfoorce is of counsel in the Houston office of Gibson Dunn & Crutcher practicing in the firm’s Finance, Oil and Gas, Cleantech, and Business Restructuring and Reorganization Practice Groups.

Ryan represents public and private borrowers, private equity investors, financial institutions and other capital sources in financing transactions including asset-based loans, senior and subordinated debt, investment grade loans, reserve-based loans, distressed loans and debtor-in possession financings. He has extensive experience with commodity intermediations, sale leasebacks and other alternative financing structures, as well as restructuring transactions. 

Representative Clients and Transactions:

Borrower Representations

• Forum Energy Technologies, Inc., a global manufacturing company, serving the oil, natural gas, industrial and renewable energy industries, on its $100 million senior secured Norwegian bond issuance
• Calumet Specialty Products Partners, L.P. in its corporate conversion from a controlled publicly traded partnership to a non-controlled Delaware corporation newly listed on Nasdaq
• ProFrac Holding Corp. on the $885 million refinancing of its existing senior secured term loan and other debt with a private offering of senior secured notes and a secured term loan
• Aethon Energy Management LLC in connection with its $260 million agreement to purchase Tellurian Inc.’s upstream oil & gas assets
• Specialty plastics manufacturer in its $25 million ABL Loan and Security Agreement

Restructuring Matters

• Controlling group of first lien lenders to Dynata, LLC in its $31.5 million Debtor-in-Possession Credit Agreement and $81.5 million Bankruptcy Exit Credit Agreement
• Ad hoc group of secured lenders to Vericast in the amendment of its existing Credit Agreement and exchange of notes
• Controlling group of second-lien lenders to Alvogen Pharma US, Inc. in its consensual restructuring and $117 million Second Lien Credit Agreement
• Ad hoc group of secured lenders to City Brewing Company, LLC in its incurrence of $35 million of superpriority term loans
• Ad Hoc Group of lenders to H-Food Holdings, LLC (d/b/a Hearthside Food Solutions) in its $150 million Debtor-in-Possession Credit Agreement and $725 million Bankruptcy Exit Credit Agreement
•  Ad hoc group of secured lenders to WideOpenWest Finance, LLC in its $200 million Super-Priority Credit Agreement
• Ad hoc group of secured lenders to Quest Software Inc. in double-dip LME transaction

Ryan received his Juris Doctor from The University of Virginia School of Law in 2008. Prior to law school, he graduated from Ohio State University in 2005, where he received Bachelors of Science in mathematics and economics, with honors.

Alina Wattenberg is an associate in the New York office of Gibson Dunn, where she is a member of the firm’s Privacy, Cybersecurity & Data Innovation and Artificial Intelligence practice groups. Alina’s practice focuses on advising companies on product and compliance strategies and on regulatory risk management, particularly with respect to global privacy and data protection laws, consumer protection frameworks, and emerging youth safety and social media laws. She is a Certified Information Privacy Professional (CIPP/US).

Alina has extensive experience advising on product launches – particularly those involving disruptive or cutting-edge technologies – and on the development and implementation of compliance programs. She also assists clients with drafting internal and public-facing terms, policies, and notices and with assessing data-related risk in complex transactional matters. She frequently counsels on internal investigations and on matters before the Federal Trade Commission, Department of Justice, multiple state Attorneys General, and global data protection authorities.  

Previously, Alina worked for two years as product counsel at Meta Platforms, Inc. (on secondment).

Alina has served on the firm’s Associates Committee and maintains an active pro bono practice, having helped lead two Gibson Dunn teams that were awarded the Pro Bono Leadership Award by the National Center of Law and Economic Justice and the Pro Bono Team of the Year by Kids in Need of Defense. She has successfully obtained asylum for two clients and advises non-profit organizations and small businesses on privacy programs and policies.

Alina graduated from Harvard Law School in 2017, where she served as an Executive Article Editor for the Harvard Human Rights Journal. She earned her Bachelor of Arts degree, magna cum laude, in 2014 from Duke University, where she was an Angier B. Duke Scholar.

She is admitted to practice in the State of New York.

Robert B. Little is a partner in Gibson, Dunn & Crutcher’s Dallas office. He is a Global Co-Chair of the Mergers and Acquisitions Practice Group and a member of the firm’s Executive Committee.

Rob is consistently recognized for his leadership and strategic work with clients, having been named among the nation’s top M&A lawyers by Chambers USA every year for more than a decade. Described as “extremely responsive and very knowledgeable” (Chambers USA 2025) and “an impressive lawyer who is super responsive, super business savvy and great to work with” (Chambers USA 2024), he is admired by clients for his “naturally calm demeanor and a way of making problems seem smaller and more manageable. He is practical and laser-focused on business goals” (Chambers USA 2023) and for being “an exceptional practitioner and trusted adviser” (Chambers USA 2022). Rob is also ranked as a Private Equity leader by Chambers USA, and his clients have noted, “Rob is a smart, hard-working, high-character, results-oriented lawyer who focuses on timely, efficient and cost-effective solutions – he’s an outstanding lawyer” (Chambers 2023).

Rob’s practice focuses on corporate transactions, including mergers and acquisitions, securities offerings, joint ventures, investments in public and private entities, and commercial transactions. He also advises business organizations regarding matters such as securities law disclosure, corporate governance, and fiduciary obligations. In addition, he represents investment funds and their sponsors along with investors in such funds. Rob has represented clients in a variety of industries, including energy, retail, technology, infrastructure, transportation, manufacturing, and financial services.

In 2023, Rob was recognized by his peers as the Dallas/Fort Worth “Lawyer of the Year” in both Corporate Law and Mergers and Acquisitions Law in The Best Lawyers in America®. He is also consistently recognized as one of The Best Lawyers in America® for corporate and M&A law (2013-2023), and has been recognized as one of the “500 Leading Lawyers in America” by Lawdragon. In 2024, D CEO magazine named Rob the Dallas Attorney of the Year for the second time. Most recently, Rob was recognized by Texas Super Lawyers Magazine as a 2024 M&A Super Lawyer.

Rob received his law degree in 1998 with highest honors from The University of Texas School of Law, where he was named a Chancellor and a member of Order of the Coif and served as Articles Editor of the Texas Law Review. He holds a B.A. from Baylor University, where he graduated summa cum laude in 1995. He previously served as a law clerk to The Honorable Patrick Higginbotham of the U.S. Court of Appeals for the Fifth Circuit.

 

Representative Matters

• Counsel to AT&T in the acquisition of Lumen’s consumer fiber business for $5.75 billion, in the sale of its interest in DIRECTV for $7.6 billion, and in its joint venture with BlackRock to form a wholesale fiber provider
• Counsel to CenterOak Partners LLC in its acquisitions and divestitures of numerous businesses, including Cascade Windows, Wetzels Pretzels, Aakash Chemicals, Full-Speed Automotive, TruRoad, Turf Masters, Entomo Brands, SurfacePrep, HK Solutions Group, Guardian Access, Hometown Services, CollisionRight, Service Champions and Shamrock Environmental
• Counsel to SpaceX in its acquisition of Akoustis Technologies
• Counsel to Murata Electronics North America, Inc. in its acquisition of Resonant, Inc. in an all-cash tender offer to create a leading global provider of RF system solutions and filter products
• Counsel to Trive Capital in acquisitions for OWL Services, a provider of integrated solutions for petroleum convenience and electric vehicle markets
• Counsel to Arcosa, Inc. in its acquisition of Cherry Industries, a provider of infrastructure-related products and solutions, and in the dispositions of its international storage tanks business and its steel components business
• Counsel to York Space Systems, an independent provider of small satellites, satellite components and mission operations, in its sale to AE Industrial Partners
• Counsel to Talen Energy in its joint venture with Pattern Energy for the $2 billion development, financing and construction of solar and wind energy projects
• Counsel to creditor groups in the bankruptcies of Envision Healthcare, West Marine, and Robertshaw in corporate and M&A matters
• Counsel to Keystone Group, a privately held investment firm, in multiple investments
• Counsel to Sunrise Oil & Gas on the sale of substantially all of its oil and gas assets to affiliates of Contango Oil & Gas, a subsidiary of Crescent Energy Company
• Counsel to Summit Midstream Partners in its Double E Pipeline Project joint venture to provide natural gas transportation service from the Delaware Basin to the Waha Hub in Texas
• Counsel to Satori Capital in multiple transactions
• Counsel to Callaway Golf Company in its strategic investment in Five Iron Golf
• Counsel to Sony Pictures Television Networks in its acquisition of a substantial majority stake in Japanese anime distributor Funimation Productions, Ltd.
• Counsel to Pizza Hut in its acquisition of ordering provider QuikOrder
• Counsel to Atmos Energy in its acquisition of a natural gas pipeline and related assets from EnLink Midstream and its disposition of its energy marketing subsidiary to CenterPoint Energy
• Counsel to Luminant Holdings in its acquisition of natural gas generation facilities from NextEra Energy for approximately $1.3 billion
• Counsel to Topgolf International, Inc. in its acquisitions of World Golf Tour, Inc. and Protracer AB, its investment in Full Swing Golf Holdings, Inc., and its sales of preferred stock to Providence Equity Partners and institutional investors

Alena Farber is an associate in the New York office of Gibson Dunn and practices in the firm’s Intellectual Property group.

Alena has litigated patent and trade secret cases involving computer software, medical devices, and pharmaceuticals. She has experience with all stages of district court litigation, from pre-suit diligence through post-trial briefing. Alena has defended fact and expert depositions, directed fact and expert witnesses at trial, and argued claim construction and evidentiary issues.

Alena earned her J.D., cum laude, from Harvard Law School in 2020 where she served as Article Editor for the Harvard Journal of Law and Technology. She earned her B.A. in computer science from Harvard University in 2017.

Prior to joining the firm, Alena clerked for the Honorable Maryellen Noreika in the United States District Court for the District of Delaware and was an associate in the Intellectual Property Litigation group at Davis Polk & Wardwell in New York.

Alena is admitted to practice in New York, New Jersey, the United States District Court for the Southern District of New York, and the United States District Court for the Eastern District of Texas.

Heather L. Richardson is a litigation partner in Gibson, Dunn & Crutcher’s Los Angeles office. Her practice focuses on health care, insurance, and class action matters. She has extensive experience in state and federal court at both the trial and appellate level, as well as in both domestic and international arbitrations.

Heather has represented health plans and plan sponsors in a variety of lawsuits, arbitrations, and government inquiries on a wide range of issues including reimbursement policy, coverage determinations, quality of care, pharmacy benefits, and provider contracting.

Representative Matters

• Securing a $37.4 million jury verdict against a group of surgery centers found liable for fraud, interference with contract, and unjust enrichment.
• Defeating certification of a putative class of members who were denied coverage for behavioral health care they received at residential treatment centers and who challenged the health plan’s medical necessity determinations.
• Obtaining the complete dismissal with prejudice of a mass action brought by a group of surgery centers challenging facility reimbursement rates against a health plan and hundreds of its plan sponsors.
• Representing a managed care organization in a class action challenging the termination of network contracts with physicians, in which plaintiffs alleged causes of action for violation of the Lanham Act and California’s Unfair Competition Law (Cal Bus. & Profs. Code § 17200 et seq).
• Securing complete dismissal of plaintiffs’ claims against a managed care organization for wrongful death and denial of benefits, and ultimately the dismissal of the case in its entirety at summary judgment, in a highly-publicized lawsuit in which Plaintiffs alleged that a managed care organization caused the death of their daughter by denying coverage for a liver transplant.
• Serving as national coordinating counsel for contract disputes between health plans and providers arising out of the 2013 Executive Order sequestering Medicare payments.
• Securing complete victory for client in a confidential legal malpractice international arbitration.
• Representing a hospital system in multiple putative class actions in which plaintiffs assert claims for breach of privacy and a novel class theory for claims arising under California’s Confidentiality of Medical Information Act.
• In an antitrust suit brought by a putative class of purchasers of pulse oximetry products, defeating class certification and winning summary judgment.

Professional Activities and Publications

In 2025, Heather was recognized in the 2025 edition of Chambers USA: America’s Leading Lawyers for Business as a leading Healthcare practitioner in the State of California. She was also featured by The Best Lawyers in America© for her expertise in Health Care Law. Heather was recently named one of the Top 40 Attorneys under 40 in California by the Daily Journal and one of the “Top Attorneys under 40” by Law360, as well as recognized by Chambers USA for California Healthcare. In 2021, Benchmark Litigation named Heather to its “Under 40 List” which honors the achievements of the nation’s most accomplished legal partners of the age 40 or younger. Heather was also recently named a California “Future Litigation Star.”  The Legal 500 recognized her as a “Next Generation Lawyer” in ERISA litigation in 2018 and as a “Leading Lawyer” for Insurance in 2024. Heather was named a “Rising Star” and one of Southern California’s top women attorneys for 2013, 2014, 2015, and 2016 by Super Lawyers. Heather speaks on panels and at conferences on issues related to managed care litigation, class actions, electronic discovery, women in the law, and legal ethics, and has co-authored the firm’s biannual Electronic Discovery Review multiple times.

Education

Heather graduated from UCLA School of Law in 2006. Heather also earned a degree of Master of Public Health from UCLA in 2006, with a specialization in Health Services. Heather graduated cum laude from Yale University in 2002, with a double-major in Molecular, Cellular, and Developmental Biology and History. She currently serves on the Board of Directors of the UCLA School of Law Alumni Association, the Board of Directors for the Ninth Judicial Circuit Historical Society, the Board of Directors for Bet Tzedek Legal Services, the Board of Directors for the Good Shepherd Shelter, and the Board of Directors for the Salastina Society for Chamber Music. Heather also serves as a Lecturer in Law at UCLA School of Law.

Godard Solomon is an associate in the New York office of Gibson Dunn. He currently practices in the firm’s Litigation Department and focuses primarily on White Collar Defense & Investigations and Labor & Employment.

Godard earned his Juris Doctor in 2024 from Columbia Law School where he was a two-time James Kent Scholar. At Columbia, he served as a student attorney with the Mediation Clinic, Forum Editor for the Columbia Law Review, teaching assistant to Professor Olatunde Johnson, and coach for the Frederick Douglass Moot Court. Prior to law school, he attended the University of Miami where he graduated summa cum laude with a Bachelor of Arts in Political Science and Public Administration with minors in Art and Sociology.

Godard is admitted to practice in the State of New York.

Helgi Walker is a partner in Gibson Dunn’s Washington, D.C. office. She is co-chair of the firm’s global Litigation Practice Group and recently served as a member of the firm’s Executive Committee. She is also co-chair of the Administrative Law and Regulatory Practice Group and a member of the Appellate and Constitutional Law Group. Chambers USA describes her as “dynamite in the courtroom and a forceful oral advocate,” “a brilliant legal mind,” and counsel with “excellent judgment” and “a reputation for excellence.” 

Helgi’s work focuses on appellate, regulatory and complex litigation matters. She has extensive experience in appellate challenges to agency rulemakings and in other high-stakes commercial litigation. 

Helgi was elected as a Fellow of the American Academy of Appellate Lawyers, which is limited to 500 lawyers nationwide. She also is a member of the U.S. Chamber of Commerce’s Administrative Law & Government Litigation Advisory Committee. By appointment of the U.S. Court of Appeals for the D.C. Circuit, Helgi served as the Chair of the Court’s Advisory Committee on Procedures from 2017-2024. From 2010 to 2015, she was a Public Member of the Council of the Administrative Conference of the United States, which is composed of leading authorities on administrative law.

Helgi worked in the White House Counsel’s Office as Associate Counsel to President George W. Bush from 2001 to 2003.

Helgi clerked for U.S. Supreme Court Justice Clarence Thomas from 1995 to 1996 and Judge J. Harvie Wilkinson III of the U.S. Court of Appeals for the Fourth Circuit from 1994 to 1995.

Helgi is listed as a leading lawyer in Appellate Law, Telecom, Broadcast & Satellite, and Commercial Litigation by Chambers USA. In its 2020 competition, The American Lawyer named Gibson Dunn the winner of the Litigation Department of the Year contest and a finalist in the White Collar/Regulatory category that includes her practice areas. In 2011, The American Lawyer selected her as one of the “45 Under 45,” “best of the best among young women lawyers” in the United States. The National Law Journal named her one of “Washington’s Most Influential Women Lawyers” in 2011. Washingtonian magazine has repeatedly recognized her as one of D.C.’s “Top Lawyers” in its biennial rankings, including in the Supreme Court (2022) and Communications (2024) categories, and among “The Power 100” of “influential players running Washington and the world” (2014-2015). 

In addition, she was:

• Named The American Lawyer’s “Litigator of the Week” runner-up for successful challenge to the SEC’s dealer rule (2024).
• Recognized by Thomson Reuters as an “Outstanding Lawyer,” a global award for one of the three most outstanding lawyers clients have worked with in the last three years (2024-2025).
• Named one of Benchmark Litigation’s “Top 250 Women in Litigation” in the country (2021-2024).
• Named by Lawdragon as a “Lawdragon Legend” (2021), one of only 32 lawyers nationwide recognized as “the biggest stars” who have demonstrated “sustained excellence and endurance.”
• Named by Client Choice Awards as the winner of the District of Columbia Litigation category (2018).
• Named by Law360 as a Telecommunications MVP (2016), observing that her work “has spanned the industry” including a “big win” for broadcasters in “a major ownership case.”
• Named by Law360 as an Appellate MVP (2015), describing her as a “go-to counsel for high-stakes appellate challenges of federal agency actions” and “leading cutting-edge litigation for a range of industries.”
• Named The American Lawyer’s “Litigator of the Week” for her win on behalf of Ford Motor Company before the en banc Sixth Circuit in a case involving telecommuting as a reasonable accommodation under the Americans with Disabilities Act (2015).
• Named The American Lawyer’s “Litigator of the Week” for her win on behalf of Verizon in the “major appeals court ruling” overturning the FCC’s “net neutrality” regulation of Internet service providers (2014).
• Named The American Lawyer’s “Litigator of the Week” for obtaining a “blockbuster appellate decision” for Comcast in a challenge to the FCC’s first “net neutrality” decision (2010).
• Named by The Legal 500 US as a “recommended lawyer” in Telecom Litigation and Regulatory, described as “first rate,” possessing “an ability to untangle the regulatory problems but still retain an eye on the commercial current,” and “an absolutely fantastic appellate lawyer who is hard to beat” (2007-2013).

Representative Matters:

• Represented the Dewberry Group in U.S. Supreme Court in 9-0 victory in appeal regarding trademark remedies.
• Represented the National Association of Broadcasters and other media and newspaper industry parties as lead counsel in the U.S. Supreme Court in defense of the FCC’s repeal or modification of restrictive and outdated local media ownership rules, winning 9-0. Now representing the National Association of Broadcasters in the latest challenge to the media ownership rules in U.S. Court of Appeals for the Third Circuit.
• Represented the National Association of Private Fund Managers, and other private funds trade associations, in winning Fifth Circuit challenge to SEC rule asserting proscriptive authority over private funds, resulting in vacatur of the entire rule.
• Represented the National Association of Private Fund Managers, and other private funds trade associations, in successful N.D. Texas challenge to SEC’s “dealer” rule, resulting in vacatur of entire rule.
• Representing T-Mobile in D.C. Circuit appeal of FCC enforcement action imposing $80 million penalty regarding location data.
• Representing Amrock, a sister company of Quicken Loans, in Texas Supreme Court appeal of $706 million jury verdict for alleged trade secret misappropriation and related appeals regarding the sealing of trial exhibits, after successfully obtaining reversal of the entire verdict and trial court’s sealing orders in state court of appeals—including several wins in the Texas Supreme Court in the sealing appeals.
• Representing Bank of America in defending against FDIC lawsuit seeking alleged underpayment to the Federal Deposit Insurance Fund of more than $1 billion in D.C. district court and asserting counterclaim under the Administrative Procedure Act seeking to invalidate the underlying FDIC regulations.
• Represented CTIA-The Wireless Association in the D.C. Circuit in successfully upholding the FCC’s “Restoring Internet Freedom Order” repealing the “net neutrality” regime and recently in overturning the subsequent reinstatement of those rules in the Sixth Circuit.
• Represented Verizon in successful D.C. Circuit appeal of the FCC’s order formally adopting “net neutrality” rules, obtaining vacatur of the rules.
• Represented Comcast in successful D.C. Circuit appeal of the FCC’s first “net neutrality” decision, securing vacatur of that decision.*
• Represented PHH Corporation in D.C. Circuit appeal of the CFPB’s actions against the company under the Real Estate Settlement Procedures Act of 1974—the first appellate challenge to a CFPB enforcement proceeding—and successfully obtained a stay of the agency order pending appeal and victory on the merits in a historic separation of powers ruling at the panel level, ultimately prevailing before the en banc court on administrative law grounds and securing vacatur of $109 million penalty.
• Appointed by the U.S. Supreme Court to brief and argue the case in defense of the judgment below in Welch v. United States, involving the retroactivity of new rules on habeas review.

* Matter handled prior to joining Gibson, Dunn & Crutcher LLP.

Helgi graduated in 1994 from the University of Virginia School of Law, where she was a member of the Order of the Coif and Raven Society and served as Executive Editor of the Virginia Law Review. She also received the Robert E. Goldsten Award and John M. Olin Prize in Law and Economics.

Helgi is admitted to practice in the District of Columbia.

Theodore J. Boutrous, Jr. is a partner in the Los Angeles office of Gibson Dunn and a member of the firm’s Executive and Management Committees. He is a member of the American Law Institute and a Fellow of the American Academy of Appellate Lawyers.

As The New York Times has noted, Mr. Boutrous has “a long history of pushing the courts and the public to see the bigger picture on heated issues.” The American Lawyer named Mr. Boutrous the 2019 “Litigator of the Year, Grand Prize Winner” and the Los Angeles and San Francisco Daily Journals in 2021 named him a “Top Lawyer of the Decade.” According to The National Law Journal, which in 2013 named him one of the “100 Most Influential Lawyers in America,” he “is known for his wise, strategic advice to clients in crisis and is a media law star.”

Mr. Boutrous has represented clients in federal and state appellate courts throughout the nation in a wide spectrum of cases. He has argued hundreds of appeals, including before the Supreme Court of the United States, 12 different federal circuit courts of appeals, and 11 different state supreme courts (including 14 arguments in the California Supreme Court), and he has led a multitude of other complex civil, constitutional and criminal matters. Mr. Boutrous has successfully persuaded courts to overturn some of the largest jury verdicts and class actions in history, and prevailed in many cutting-edge cases. In 2011, he successfully represented Walmart before the Supreme Court of the United States in the Dukes case, which unanimously reversed what had been the largest employment class action in history and established important standards governing class actions (Wal-Mart Stores, Inc. v. Dukes). In 2013, he successfully represented the prevailing party in obtaining a unanimous Supreme Court decision enforcing the Class Action Fairness Act (Standard Fire Insurance Co. v. Knowles). Also in 2013, Mr. Boutrous successfully represented plaintiffs in the Supreme Court in a case invalidating California’s prohibition on same-sex marriage, Proposition 8 (Hollingsworth v. Perry), in which he also served as one of the lead trial lawyers and architects of the legal strategy that led to this landmark victory. In 2018, Mr. Boutrous successfully represented CNN and its reporter Jim Acosta in bringing First Amendment and due process claims against then-President Donald Trump and other White House officials, forcing the White House to restore Mr. Acosta’s press credentials. “Litigators of the Week: Gibson Dunn’s Two Teds Score for the Free Press,” The AmLaw Litigation Daily (November 30, 2018). And in 2021, he secured a major victory for Hewlett-Packard Company when the California Court of Appeal affirmed a more than $3 billion verdict in HP’s long-running contract dispute with Oracle Corporation. “Litigators of the Week: Gibson Dunn Protects Its $3B Trial Win for HP Against Oracle on Appeal,” The AmLaw Litigation Daily (June 18, 2021).

As both a crisis management strategist and a seasoned appellate and media lawyer, Mr. Boutrous has extensive experience handling high-profile litigation, media relations and media legal issues. He routinely advises clients in planning how to respond, and in responding, to crises and other especially significant legal problems that attract the media spotlight.

The Hugh M. Hefner Foundation awarded Mr. Boutrous with the First Amendment Award in 2019. He also received the 2021 Freedom of the Press Award from the Reporters Committee for Freedom of the Press and the Distinguished Leadership Award from PEN America in 2019 for his leadership in advancing First Amendment rights and protecting freedom of expression. As The Hollywood Reporter noted in naming him to its 2022 “Power Lawyers” list, “When issues of free speech are in play, Boutrous is the attorney on speed dial.” Hollywood’s Top 100 Attorneys (March 2022). Mr. Boutrous was also named a “First Amendment Rights Trailblazer” by The National Law Journal in 2020.

Numerous profiles of Mr. Boutrous and his practice have appeared in the media. Prominent mentions include: “Mr. Boutrous, You Have 4 Minutes’: On Rebuttal With Ted Boutrous of Gibson Dunn,” The AmLaw Litigation Daily (August 25, 2022); “Litigator of the Week: How Gibson Dunn Helped Hit Print on Mary Trump’s Best-Seller,” The AmLaw Litigation Daily (July 17, 2020); “Litigation Department of the Year,” The American Lawyer (January 2020); “Litigator of the Week: Gibson Dunn’s Theodore Boutrous Jr. Scores Another Win for the Fourth Estate,” The AmLaw Litigation Daily (September 6, 2019); “Lawyer of the week: Theodore Boutrous Jr, attorney in White House press pass victory,” The Times of London (November 29, 2018); Ted Boutrous, CNN’s Champion, Is Fired Up,” Law.com (November 30, 2018); “Litigator of the Week: From Zero to Hero in Seven Days” The AmLaw Litigation Daily (April 27, 2017); “Litigator of the Week” The AmLaw Litigation Daily (September 8, 2016); “Practice Group Performs In Spotlight and Under Pressure,” Los Angeles and San Francisco Daily Journal (March 14, 2012); “Litigator of the Week,” The AmLaw Litigation Daily (June 23, 2011); “Lawyer of the Week,” The Times of London (June 30, 2011); “Appellate Lawyer of the Week,” National Law Journal (March 23, 2011); “Litigation Department of the Year,” The American Lawyer (January 2016); “Litigation Department of the Year,” The American Lawyer (January 2012); “Litigation Department of the Year,” The American Lawyer (January 2010); and “He’s a Hired Gun of the Highest Caliber,” The Los Angeles Times (June 24, 2007).

Most recently, The Daily Journal named him to its 2024 list of Leading Commercial Litigators. The Hollywood Reporter, featuring him in Power Lawyers 2021: Hollywood’s Top 100 Attorneys, declared that “Boutrous is there when an industry’s future rides on a big argument.” In 2022, the Los Angeles and San Francisco Daily Journal named Mr. Boutrous one of the “Top 100 Lawyers” in California for the 18th year in a row. He has been named a California “Litigation Star” in Benchmark Litigation, as well as a “National Practice Area Star.” Chambers USA ranks him as a leading lawyer in five different categories, describing him as “an absolute star,” with clients praising his skills as “an amazing orator” and his “incredible knack of picking the winning argument and his oral advocacy skills are peerless. He picks the right point in response to every question without even blinking.” The Legal 500 named Mr. Boutrous a “Leading Lawyer” for Supreme Court and appellate litigation, calling him a “renowned advocate” and “the preeminent authority on punitive damages defenses in the U.S.” In naming him to its lists of the 500 Leading Litigators in America (2023, 2024), Leading Global Litigators (2023), and 500 Leading Lawyers in America (2021, 2022, 2024, 2025), Lawdragon called him “one of the best media and appellate attorneys in the nation,” and the Los Angeles Business Journal describes him as “one of the nation’s most prominent appellate attorneys.”

Mr. Boutrous is a frequent commentator on legal issues. His articles include: Spare the ‘Dreamers’ a Nightmare by According Them Due Process,” The Wall Street Journal (May 2, 2017); “Poor Children Need a New Brown v. Board of Education,” The Wall Street Journal (August 28, 2016); “A First Amendment Blind Spot,” The Wall Street Journal (May 27, 2014); “California Kids Go to Court to Demand a Good Education,” The Wall Street Journal (January 28, 2014); “A Radical Departure on Press Freedom,” The Wall Street Journal (May 23, 2013); “A Killer’s Notebook, a Reporter’s Rights,” The New York Times (April 9, 2013); and “Broadcast ‘Indecency’ on Trial,” The Wall Street Journal (January 17, 2012).

Mr. Boutrous is a member of the Steering Committee of the Reporters Committee for Freedom of the Press and was a recipient of its 2021 Freedom of the Press Awards. He also is a member of the Advisory Board of the International Women’s Media Foundation and was named its 2015 Leadership Honoree. He also serves on the Advisory Board of Reveal of the Center for Investigative Reporting.

Mr. Boutrous received his law degree, summa cum laude, from the University of San Diego School of Law in 1987, where he was Valedictorian and Editor-in-Chief of the San Diego Law Review.

Mr. Boutrous is admitted to practice in California, New York, and the District of Columbia.

Joshua Lipton is a partner in the Washington, D.C. office of Gibson Dunn. He maintains a broad-based antitrust and consumer protection practice, including litigation in state and federal courts, merger and acquisition investigations, civil and criminal antitrust and consumer protection investigations by government authorities, and antitrust counseling.

Josh has been listed as a leading antitrust lawyer in a number of publications, including Chambers USA, America’s Leading Lawyers for Business, Practical Law Company’s Competition, The Law and Leading Lawyers Worldwide, and Super Lawyers in its Antitrust Litigation and Mergers & Acquisitions categories. Lawdragon named him to its “500 Leading Litigators in America” (2023-2025) and “500 Leading Antitrust and Competition Lawyers” for 2025, featuring attorneys who excel representing principally corporations and other organizations in litigating claims. He was recognized by Who’s Who Legal Competition in 2023 and 2024, and has also been ranked as a “Client Service All-Star” by BTI Consulting.

Josh’s representative matters include:

• In re MultiPlan Health Insurance Provider Litigation (N.D. Ill. 2025). Representing UnitedHealth Group in defending multidistrict class action antitrust claims alleging a conspiracy among managed care organizations to use MultiPlan’s services to systematically underpay benefits for visits to out-of-network providers.
• Nielsen / NCS / Circana (2025). Lead counsel for Nielsen and NCS in seeking FTC clearance for the sale of advertising targeting and measurement businesses to Circana.
• SES / Intelsat (2025). Lead counsel for SES in seeking clearance from DOJ and competition authorities on six continents for the acquisition of Intelsat, a global satellite competitor.
• FTC v. Novant and Community Health Systems (W.D.N.C. 2024). Member of trial team representing CHS that secured district court order rejecting the FTC’s attempt to enjoin Novant’s acquisition of two suburban Charlotte hospitals from CHS.
• ExxonMobil / Pioneer Natural Resources (2024). Represented Pioneer in securing FTC clearance for ExxonMobil’s $64.5 billion acquisition of Pioneer, which created the largest oil and gas producer in the Permian Basin.
• OJ Commerce, LLC v. KidKraft, Inc. (S.D. Fla., 11th Cir. 2022). Led the team that secured summary judgment on behalf of KidKraft and MidOcean Partners, and a unanimous affirmance by the Eleventh Circuit, on monopolization and unfair competition claims brought by a disgruntled former distributor.
• Maderazo v. Baptist Health Systems et al. (W.D. Tex. 2019). Defended Tenet Healthcare in class action alleging that three hospital systems in San Antonio conspired to suppress nurses’ wages. The court excluded the opinions of the plaintiffs’ class certification expert relating to antitrust impact and denied the plaintiffs’ motion for class certification.
• In re: Aetna UCR Litigation (D.N.J. 2018). Defended Aetna in a multidistrict class action asserting claims under antitrust, RICO, ERISA, and state consumer protection laws based on allegations that Aetna systematically underpaid benefits for visits to out-of-network providers by using a supposedly rigged database of provider charges. In 2018, the court denied the plaintiffs’ motion for class certification. Shortly afterward, the plaintiffs voluntarily dismissed their claims with prejudice.
• AT&T / Time Warner (D.D.C. 2018). Member of the trial team that defeated the DOJ’s challenge to AT&T’s $85.4 billion purchase of Time Warner.
• Leegin Creative Leather Prods., Inc. v. PSKS, Inc., 551 U.S. 877 (2007). Authored the briefs to the Supreme Court on behalf of Leegin in this landmark case in which the Supreme Court overturned the century-old per se rule against resale price maintenance.

Josh received his law degree, magna cum laude, from the University of Michigan School of Law in 1998, where he graduated first in his class and was a member of the Michigan Law Review. He earned a Bachelor of Arts degree, cum laude, from Amherst College in 1994. Josh is admitted to practice in the District of Columbia.

Matthew A. Gibbons is a partner in the New York office of Gibson, Dunn & Crutcher. He is a member of Gibson Dunn’s Real Estate Practice Group, and is also a Co-chair of Hiring for the New York office.

Matthew’s practice focuses on representing major financial institutions, private equity funds and other institutional lenders in connection with complex real estate transactions across all real estate asset classes, including originations of acquisition financings, mortgage financings, mezzanine financings and other subordinate debt, construction financings, refinancings, acquisitions and dispositions of loans and financings of loans. His practice also includes representing institutional investors in connection with acquisitions and dispositions of real estate, joint venture agreements and developments.

Matthew is recognized as a leading lawyer in the 2025 edition of Chambers USA as “Up and Coming” in Real Estate Finance (New York). In 2024, Matthew was recognized in Lawdragon’s “500 X – The Next Generation” and “500 Leading Global Real Estate Lawyers”. He was selected as a “Rising Star” by Super Lawyers in Real Estate in 2022-2023. He has also been recognized as a Best Lawyers: Ones to Watch in America™ in Real Estate Law and selected for inclusion in the National Black Lawyers Top 40 Under 40.

Matthew received his Juris Doctor in 2012 from New York University School of Law, where he served as an Articles Editor for the Annual Survey of American Law. He received Bachelor of Arts degrees in both Mathematics and Government & Law from Lafayette College in 2009, where he graduated with honors.

Matthew is admitted to practice in the State of New York.

Lauren Giovannone is a partner in the Los Angeles office of Gibson Dunn & Crutcher and practices in Real Estate Practice Group. She represents real estate development companies, financial institutions, investors, and commercial lessors and tenants in all aspects of the acquisition, development and finance of hotels, condo-hotels, resorts, theme and water parks, and large mixed-use projects, including, without limitation, the negotiation of management, franchise, licensing and branding agreements, restaurant leases and management agreements, pre-opening, technical service and PIP agreements, marketing and sales agreements, subordination and non-disturbance agreements, executive compensation and consulting agreements, and celebrity chef joint venture and management agreements.

Ms. Giovannone is ranked as a leading lawyer in Chambers USA for Nationwide Leisure & Hospitality. She was also recognized in Lawdragon’s 500 Leading Global Real Estate Lawyers in 2024, as well as The Best Lawyers in America® for Leisure and Hospitality Law and Real Estate Law for 2023 and 2024.

Ms. Giovannone received her B.S. in Psychology from Vanderbilt University, magna cum laude, in 2002 and her J.D. degree from Loyola Law School, cum laude, in 2005, where she was awarded the Order of the Coif, received five American Jurisprudence Awards, and was a member of the St. Thomas Moore Honor Society.

Annie Saunders is an associate in the Orange County office of Gibson, Dunn & Crutcher.  She currently practices in the firm’s corporate department.

Annie earned her law degree from the George Washington University Law School, where she graduated with high honors. During law school she served on the Federal Communications Law Journal and was a Research Assistant to Professor Donald Braman.

Annie graduated cum laude from the University of California, Los Angeles, with a Bachelor of Arts in Applied Linguistics and minors in History and Spanish.

Annie is admitted to practice in the State of California.

Mike Szczurek is a partner in the Los Angeles office of Gibson, Dunn & Crutcher and is a member of the firm’s Real Estate Department. He represents funds, developers, and everything from institutional to non-institutional to individual investors in acquisitions, dispositions, joint ventures, financings, preferred equity investments, REIT formations and sales, work-outs and restructurings in a varied set of markets and for a comprehensive array of asset types, including raw land, student housing facilities, multi-family assets, single family rental assets, hotels and resorts, stadiums, office buildings, warehouses, and/or master planned and individual industrial projects.

Mike has been recognized as a leading lawyer by:

• Chambers USA for Southern California Real Estate
• Lawdragon‘s 500 Leading Global Real Estate Lawyers in 2024
• Daily Journal’s Top 40 Under 40 in 2020
• Super Lawyers Southern California’s “Rising Stars” since 2015
• Law360 as a Rising Star in Real Estate in 2018
• Euromoney Legal Media Group as a Rising Star in Real Estate in 2018

Representative clients include:

• MSD Partners
• Rockpoint Group
• Fontainebleau Development
• Koch Real Estate Investments
• Brookfield Property Partners
• BRAVO Strategies
• Fortress Investment Group
• The Scion Group
• ProspectHill Group

Selected representative matters include:

• A series of portfolio acquisitions, including asset, entity, REIT, and staged acquisitions, and financings for ~$6 billion of student housing facilities across the U.S. for a domestic operator and a variety of capital partners;
• The structuring and sale of ~$250 million of REIT interests in warehouse facilities for a prominent private equity fund;
• The sale of the former Hollywood Park site to entities affiliated with the Los Angeles Rams for an undisclosed sum and subsequent development work on SoFi Stadium in Inglewood, California;
• The acquisition, financing, and structuring of joint ventures related to ~$5 billion in full service hotels and resorts located across the U.S. for a variety of owners and operators; and
• Obtaining ~$2.2 billion in mortgage and mezzanine construction debt for the ongoing construction of the Fontainebleau Las Vegas.

Additional relevant information about Mike:

• Mike received his Juris Doctor in 2009 from the University of Southern California, where he served on the Executive Board for the Hale Moot Court Honors Program and received a Bachelor of Science degree cum laude from The College of New Jersey with a major in Business Administration in 2006.
• He is a member of the State Bar of California and has been admitted to practice before the United States District Court for the Central District of California.
• Mike is a frequent guest lecturer on a variety of real estate-related topics at the University of Southern California’s Gould School of Law.
• He serves on the board of Stuart M. Ketchum Downtown YMCA.

L. Mark Osher is a partner in Gibson, Dunn & Crutcher’s New York and Los Angeles offices and is a member of the firm’s Real Estate Practice Group. Mark has broad experience representing both borrowers and lenders in all aspects of capital markets and balance sheet financing, including the origination, securitization and participation of senior and subordinate mortgage loans, mezzanine loans, credit facilities, as well as preferred equity investments. In addition, he represents these same clients in distressed situations, including foreclosures, workouts and restructurings.

Mark also routinely represents institutional and non-institutional real estate developers and operators, opportunity funds, private equity funds and hedge funds in acquiring, developing, operating and selling a broad range of commercial real estate asset classes, including vacant land, office and retail buildings, industrial projects, shopping centers, multifamily and hotels and resorts located throughout the United States. In connection with such investments, he is also experienced in negotiating management agreements, leasing agreements and joint-venture agreements for both operators and their capital partners.

Mark was recognized as a leading California Real Estate lawyer by Chambers USA in 2022, 2023, 2024 and 2025.

Highlights of Mark’s recent representations include:

• IQHQ in obtaining construction financing for commercial real estate projects including its approximately $2 billion life science campus in San Diego, California.
• Stockdale Capital Partners in acquiring and financing various assets throughout the United States, including Horton Plaza in San Diego, California.
• Mesa West Capital in originating multiple mortgage and mezzanine loans secured by hotel, office, industrial, multi-family and other assets located throughout the United States.
• Sixth Street Partners in acquiring interests in existing loans, and in borrowings for property acquisitions including the acquisition of a senior note in an approximately $2 billion mortgage loan secured by a portfolio of industrial, office and mixed-use properties.
• Dune Real Estate Partners in acquiring and selling various assets, including an apartment complex in Arizona, an industrial development project in Menefee, California and an office project in Bellevue, Washington.
• MF1 Capital, in its preferred equity investment in an approximately $1 billion portfolio of multifamily assets located in the Western portion of the United States.
• BioMed Realty in buying, selling and financing various commercial real estate assets.
• Fortress in a complex workout and pre-packaged bankruptcy filing with respect to mortgage loan on a luxury resort in Santa Fe, New Mexico.

He earned his law degree in 1997 with honors from Rutgers University School of Law. He received his Bachelor of Arts degree in history, cum laude, in 1994 from Saint Joseph’s University.

Mark is admitted to practice in the States of New York and California.