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Bracewell LLP

2001 M STREET, NW, SUITE 900, WASHINGTON DC 20036, USA
Tel:
Work +1 202 828 5800
Email:
Web:
www.bracewell.com

United States: Antitrust

Merger control
Merger control - ranked: tier 5

Bracewell LLP

Bracewell LLP 'has excellent technical skills and extensive experience in antitrust matters'. The group is led by New York-based Daniel Hemli, who has 'outstanding technical knowledge', is 'efficient and handles legal matters productively'. Recent highlights mainly involve advising on the antitrust aspects of high-value transactions in the energy and oil and gas industry, such as Harvest Midstream's acquisition of assets in the San Juan Basin Four Corners area from Williams Partners. Other key clients include Great Plains Energy, Hydro One and Apache.

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United States: Dispute resolution

Appellate
Appellate: Courts of Appeal - ranked: tier 4

Bracewell LLP

Bracewell LLP’s practice handles multiple high-profile appellate cases at the Texas Supreme Court and courts of appeals throughout the state. At the Fourth Circuit, Houston-based practice chair Warren Harris and Yvonne Ho successfully defended appellee KBR, Inc. against $100m-worth of claims by thousands of service members and civilian employees alleging injuries resulting from KBR’s waste management services at military bases across Iraq and Afghanistan. In a case currently pending before the Texas Supreme Court, Harris also served as lead counsel acting for crude petroleum and natural gas company Carlton Energy in a dispute with appellant Gene Phillips involving breach of and tortious interference with contracts regarding a gas lease. Other noteworthy clients include Westlake Chemical Corporation, Weatherford International, and Prosperity Bancshares. Jeffrey Oldham left to serve as general counsel to Texas governor Greg Abbott.

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Corporate investigations and white-collar criminal defense
Corporate investigations and white-collar criminal defense - ranked: tier 5

Bracewell LLP

Corporate investigations and white-collar criminal defense: advice to individuals - ranked: tier 4

Bracewell LLP

New York's Paul Shechtman leads Bracewell LLP's team, and is noted for representing clients in federal and state criminal and regulatory matters. The team in New York also includes Thomas Kokalas and Barbara Jones, while Philip Bezanson is recommended in Seattle and Jeffery Vaden is the key practitioner in Houston.

Leading individuals: Corporate investigations and white-collar criminal defense: advice to individuals

Paul Shechtman - Bracewell LLP

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General commercial disputes
General commercial disputes - ranked: tier 5

Bracewell LLP

Texas is Bracewell LLP’s main stomping ground, and the firm has a prominent energy litigation practice. Beyond the energy sector, the dispute resolution team has broad experience acting for both plaintiffs and defendants. Department chair Stephen Crain has vast jury and bench trial and arbitration experience. He often works alongside Christopher Dodson and Sean Gorman, all of which are based in the Houston office.

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United States: Finance

Capital markets: debt
Capital markets: debt - advice to issuers - ranked: tier 4

Bracewell LLP

Bracewell LLP houses a robust issuer-side practice, which leverages its top-tier oil and gas expertise to specialize in advising energy companies on debt offerings; it also has strong experience in offerings for financial services companies. Troy Harder is a key contact in the Houston-based team and recently advised Kinder Morgan on its $2bn offering of senior notes. He also advised Apache on a $1bn debt offering. William Anderson, who co-chairs the corporate and securities department, assisted Phillips 66 with its recent public offering of $1.5bn of senior notes. Charles Still, who co-chairs the corporate and securities group, is also recommended.

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Commercial lending
Commercial Lending: Advice To Borrowers - ranked: tier 5

Bracewell LLP

Commercial lending: advice to lenders - ranked: tier 4

Bracewell LLP

Bracewell LLP has a good reputation for advising borrowers and lenders, particularly in complex upstream, midstream, and downstream energy related financings and refinancings. The practice is primarily based in Houston, but also has a growing team in New York following the recruitment of Nicolai Sarad and Fernando Rodriguez Marin from Pillsbury Winthrop Shaw Pittman, LLP. Lender highlights include advising Crédit Agricole on the $4.9bn financing of McDermott International's all-stock combination with Chicago Bridge & Iron Company. On the borrower side, the team advised Enterprise Products Operating on two separate facilities totaling $6bn. Houston-based Dewey Gonsoulin leads the respected team, which includes the highly experienced Robin Miles in New York. Heather Brown, Stephanie Koo Song, and Jeris Brunette are other names to note.

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Project finance
Project finance: advice to lender - ranked: tier 3

Bracewell LLP

Project finance: advice to sponsor - ranked: tier 3

Bracewell LLP

Bracewell LLP is focused on energy and infrastructure project finance transactions in the US, acting for both lenders and sponsors. New York-based Ron Erlichman, who jointly heads the team with Thomas Tomlinson in Houston, led advice for AP Energy Holdings and South Field Energy, affiliates of Advanced Power, on the financing and equity arrangements for the construction of the $1.3bn South Field Energy project, a 1182MW combined-cycle natural gas and electric generating facility located near Wellsville, Ohio. Erlichman and Houston-based Jessica Adkins, who is co-chair of the power projects practice group, acted for Coöperatieve Rabobank, National Australian Bank, and Siemens Financial Services as lenders in relation to the construction loan and credit facility for the Canadian Breaks project, a greenfield wind farm in the Texas panhandle situated approximately 30 miles west of Amarillo. In addition, Tomlinson and recently promoted partner Jeris Brunette, who is based in New York, advised YCI Methanol One on the renegotiation of its construction project finance agreements to accommodate its definitive investment agreement with Koch Methanol Investments (Koch Methanol), where Koch Methanol acquired an indirect minority equity interest in YCI Methanol One. Robin Miles, Nicolai Sarad and Fernando Rodriguez Marin in New York are also recommended, as are Houston-based Alan Rafte and Hans Dyke in Washington DC. Associates Paul McBride in New York and Jason Keating in Houston are also names to note.

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Restructuring (including bankruptcy): corporate
Restructuring (including bankruptcy): corporate - ranked: tier 5

Bracewell LLP

Bracewell LLP has a focus on mandates within the energy and maritime industries and is noted too for international restructurings. The firm has a strong bankruptcy litigation practice, which aids its ability to handle issues arising from Chapter 11 cases, including fraudulent transfer, fiduciary duty and valuation disputes. Connecticut-based Kurt Mayr leads the team, which also includes Jason Cohen in Houston, who focuses on corporate financial restructuring, debtor representation and creditors' rights; and recently promoted partner Mark Dendinger, who works out of the Connecticut office. Recent work for the team includes acting for independent energy company Venoco, which filed for bankruptcy in April 2017; the matter involved advising the client on abandoning or quitclaiming onshore and offshore oil and gas assets pursuant to litigation in the Delaware bankruptcy courts, and in reaching a full and final settlement agreement. The firm obtained a confirmation order from the bankruptcy court in May 2018, approving its liquidation plan. In another highlight, the team represented Platinum Equity in an out-of-court financial restructuring of more than $500m of funded debt obligations of its portfolio company, Transworld Systems; the restructuring, which was completed in May 2018, reduced Transworld’s debt by more than $460m and raised $40m of new equity capital.

Next Generation Partners

Jason Cohen - Bracewell LLP

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United States: Government

Government relations
Government relations - ranked: tier 3

Bracewell LLP

At Bracewell LLP, Scott Segal¬†and Dee Martin¬†‚Äėlead a terrific and experienced team‚Äô. Segal attracts praise for his expertise, ‚Äėespecially in energy and environmental policy issues‚Äô, which he showcased when representing the Electric Reliability Coordinating Council, together with Jeffrey Holmstead,¬†in regulatory, congressional, public advocacy and media outreach matters. In another matter from the energy space, the team is acting for Valero Energy in a series of lawsuits against the Environmental Protection Agency (EPA); in one case, for the EPA‚Äôs failure to conduct required periodic reviews of the consequences of and viability of compliance with the Renewable Fuel Standard program of the Clean Air Act. For Andeavor, the group provides ongoing assistance on climate change and energy tax matters before the government and various committees, such as the House Committee on Energy and Commerce, the Subcommittee on Air Quality and the Senate Energy and National Resources Committee. Utilizing its experience of pipeline and energy infrastructure projects, the team assisted Williams Companies to develop a reliable¬†regulatory framework for constructing and operating a pipeline infrastructure. Non-energy related work included advocacy for the National Brain Tumor Society for more childhood cancer research funding, the provision of grants to states to identify and track childhood cancer cases and enhance the quality of life for childhood cancer survivors.

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United States: Industry focus

Energy litigation: conventional power
Energy litigation: conventional power - ranked: tier 2

Bracewell LLP

Conventional energy litigation is handled by the wider litigation department at Bracewell LLP, which is led by Stephen Crain. Recent highlights include Bryan Dumesnil and Bradley Benoit representing the board of directors of Southern Copper Corporation in a commercial dispute arising from three transactions involving power plants owned by a subsidiary of the client. The plaintiffs are shareholders in Southern Copper Corporation and claim that the transactions unfairly deprived the company of valuable assets. In the administrative litigation space, Catherine McCarthy (DC) and others are representing Central Maine Power Company and The United Illuminating Company in multiple FERC complaint proceedings in which the counterparties seek a reduction in the return on equity granted to the clients. Additionally, the group represents clients in contested rate cases and FERC enforcement matters. Deanna King (Austin), Christopher Dodson and J Clifford Gunter are also highly recommended. Named attorneys are based in Houston, unless otherwise noted.

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Energy litigation: oil and gas
Energy litigation: oil and gas - ranked: tier 3

Bracewell LLP

Key areas of focus for team at Bracewell LLP include disputes arising from JOAs and surface use agreements, royalty disputes and title disputes. In a standout matter, Mark Lewis, Kirk Morgan (both based in Washington DC) and others represented Enterprise Products in contested proceedings at FERC pertaining to the way in which oil pipelines conduct business with their marketing affiliates. Houston-based Andrew Zeve specializes in IP-related oil and gas matters, such as patents and trade secret disputes. The firm also has a  highly varied client base, featuring exploration and production companies, suppliers and pipelines, as well as investors in the oil and gas industry. Also in Houston, firmwide chair of litigation Stephen Crain is a key contact; also recommended are Christopher Dodson, Bradley Benoit and Sean Gorman.

Next Generation Partners

Andrew Zeve - Bracewell LLP

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Energy regulation: conventional power
Energy regulation: conventional power - ranked: tier 2

Bracewell LLP

Washington DC-based Catherine McCarthy heads the 20-lawyer power practice at Bracewell LLP. Entergy, Hydro-Québec and Shell Energy North America feature among the firm's impressive clientele. A group led by McCarthy is assisting Central Maine Power Company with regulatory issues arising from the $950m New England Clean Energy Connect transmission project; key responsibilities include FERC filings and representation in a transmission rate case. Other highlights for the firm included serving as regulatory counsel to the committee of lenders for ExGen Texas Power, an independent natural gas-fired generator, with David Perlman (DC) acting as lead partner. Also in the DC office, Michael Brooks focuses on representing clients under investigation by federal bodies, including FERC and CFTC. David Poe (DC), Deanna King (Austin) and Paul Fox (Seattle) are also noteworthy. The team was strengthened by the arrival of Counsel Cheryl Foley from Skadden, Arps, Slate, Meagher & Flom LLP in January 2018.

Next Generation Partners

Michael Brooks - Bracewell LLP

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Energy regulation: oil and gas
Energy regulation: oil and gas - ranked: tier 1

Bracewell LLP

Bracewell LLP offers a truly full-service oil and gas regulatory practice; attorneys regularly assist clients with proceedings before the Federal Energy Regulatory Commission (FERC), Department of Energy (DOE) and the Commodity Futures Trading Commission (CFTC). Mark Lewis is the head of the DC-based team and concentrates on work arising from the midstream oil and gas sector. Highlights included Kirk Morgan and others acting as project counsel to Kinder Morgan Texas Pipeline on its $1.7bn Gulf Coast Express Pipeline project, which will transport natural gas from the Permian Basin to Agua Dulce; work thus far has included advising on rate design and tariff issues. On the contentious side, a group led by Morgan and Lewis is representing Enterprise Products in a contested FERC proceeding regarding the way in which oil pipelines conduct business with their marketing affiliates. Michael Brooks and David Perlman are some other names to note. Cheniere Energy, Phillips 66 and Apache Corporation all feature in the firm's client list.

Leading lawyers

Mark Lewis - Bracewell LLP

Next Generation Partners

Michael Brooks - Bracewell LLP

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Energy: renewable/alternative power
Energy: renewable/alternative power - ranked: tier 3

Bracewell LLP

Bracewell LLP is particularly well known in the renewables space for advising project sponsors and developers including Pattern Energy, Recurrent Energy and First Solar. Jointly headed by New York-based John Klauberg and Houston-based Jessica Adkins, the team regularly advises on project development and finance, asset acquisitions and disposals, environmental permitting and tax equity investment transactions. The team is also active on the lender side, where Adkins and New York-based Ron Erlichman acted for a consortium of lenders including HSBC, National Australian Bank, Rabobank and Siemens Financial Services in the provision of a construction facility for a greenfield wind farm in the Texas, which involved a tax equity structure and a secured energy hedge.

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Energy: transactions: conventional power
Energy: transactions: conventional power - ranked: tier 2

Bracewell LLP

The team at Bracewell LLP is 'excellent' and regularly acts for fuel, transmission, and regulated utilities, in addition to retail and wholesale power companies in commodities and hedging transactions. The 'solutions-oriented' power practice is jointly headed by Houston-based Jessica Adkins and New York-based John Klauberg, who is 'extremely knowledgeable' and provides 'consistently high-quality service'. Klauberg and New York-based Elena Rubinov acted for Great Plains Energy in its stock-for-stock merger with Westar Energy. Other key clients include Hydro One, Entergy Corporation and Southern Power. Also in the New York office, Nicolai Sarad and Fernando Marin joined from Pillsbury Winthrop Shaw Pittman, LLP, and Frederick Lark left for Mayer Brown.

Leading lawyers

John Klauberg - Bracewell LLP

Next Generation Partners

Elena Rubinov - Bracewell LLP

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Energy: transactions: oil and gas
Energy: transactions: oil and gas - ranked: tier 2

Bracewell LLP

Bracewell LLP is instructed by participants at every stage of the oil and gas chain, including upstream exploration and development companies, oil field service businesses, pipeline, storage and terminals companies, refining and chemicals companies, and commercial and investment banks and trading houses. Alan Rafte, who divides time between Houston, New York and London, chairs the firm’s business and regulatory department, and Houston-based James McAnelly acts for energy-sector companies in a wide range of transactions. Of late, Rafte advised HPS Investment Partners and Kingfisher Midstream on a merger agreement between Kingfisher, Silver Run Acquisition Corporation and Alta Mesa Holdings, which created a combined company valued at approximately $3.8bn.

Leading lawyers

Alan Rafte - Bracewell LLP

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Environment: litigation
Environment: litigation - ranked: tier 3

Bracewell LLP

Anchored in Washington DC and Texas, Bracewell LLP represents clients in contested case proceedings, project development, investigations, enforcement defence, and mass torts, covering CAA, CWA, CERCLA, and climate change, with a particular focus on the energy sector. It continued its assistance to key client Valero Energy in a lawsuit against the EPA concerning the client being defined as an obligated party under the Renewable Fuel Standard of the CAA and clarification of the regulated parties under the program. It also assisted Venoco in aspects relating to its bankruptcy, namely in terms of developing and implementing a strategy for addressing oil and gas assets with millions of dollars in liabilities related to plugging and abandonment of wells, closure or decommissioning of production and transportation facilities, and the environmental restoration of operations sites. In Washington DC, Jason Hutt leads the environmental practice; Kevin Ewing is an expert in midstream, upstream and offshore energy development; Jeffrey Holmstead is a leading CAA and climate change lawyer; and Lisa Jaeger previously worked as acting general counsel and deputy general counsel at the EPA. Houston-based Christopher Dodson co-chairs environmental litigation practice. In Austin, managing partner Timothy Wilkins is the other environmental litigation practice co-chair; Kevin Collins is a former assistant US attorney for the Eastern District of Texas; and associate Brittany Pemberton advises energy, oil and gas, and industrial clients in environmental regulatory compliance and enforcement matters.

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Environment: regulatory
Environment: regulatory - ranked: tier 2

Bracewell LLP

Focused on oil and gas, Bracewell LLP advises on climate change regulation, LNG development, pipeline and other infrastructure development, and major environmental incidents. The team advises Cheniere on all environmental regulatory, permitting and Pipeline and Hazardous Materials Safety Administration compliance matters; it also acted for the Williams Companies in the development and implementation of a strategic plan for federal engagement on the permitting, construction and operation of pipeline infrastructure. In Washington DC, Jason Hutt is the chair of the firm’s environmental and natural resources department; Jeffrey Holmstead is a CAA and climate change specialist; and Kevin Ewing is another standout name. In Austin, Sara Burgin is a specialist on water issues; Kevin Collins is a former Assistant US Attorney for the Eastern District of Texas; and Timothy Wilkins is the office managing partner. Houston-based Christopher Dodson co-chairs the environmental litigation practice.

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Environment: transactional
Environment: transactional - ranked: tier 3

Bracewell LLP

With an established reputation in the energy sector, Bracewell LLP advises on due diligence investigations, the negotiation of environmental indemnities, environmental disclosures to shareholders, and public policy considerations. Recent highlights include acting for Canada’s largest electricity transmission and distribution provider Hydro One in the $5.3bn acquisition of Avista, and acting for Venoco in relation to its bankruptcy, namely in terms of implementing a strategy for addressing oil and gas assets. The latter case was led in Washington DC by Jason Hutt, who chairs the firm’s environmental and natural resources practice; Houston-based Heather Palmer led on the former matter. Other key contacts include Timothy Wilkins in Austin, and environmental strategies group head Jeffrey Holmstead, also in Washington DC.

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United States: Investment fund formation and management

Alternative/hedge funds
Alternative/hedge funds - ranked: tier 5

Bracewell LLP

Bracewell LLP’s Cheri Hoff, based in New York, is assisting FCO Advisors with SEC compliance matters; the team also provides ongoing advice to the University of Houston regarding its investments in multiple hedge funds. Other clients include Cristofferson Robb, Reef Energy Fund, and Della Parola Partners.

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Private equity funds (including venture capital)
Private equity funds (including venture capital) - ranked: tier 6

Bracewell LLP

Bracewell LLP’s Cheri Hoff, based in New York, leads a team that provides 'great client service' and is well known for its solid expertise in energy and regulatory mandates. Hoff acted for Rockland Power Partners II in a secondary transaction where interests in the fund were purchased by an investor. The University of Houston is a cornerstone limited partner client.

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United States: Labor and employment

Employee benefits, executive compensation and retirement plans: transactional
Employee benefits, executive compensation and retirement plans: transactional - ranked: tier 4

Bracewell LLP

Jointly headed by Houston-based Bruce Jocz and Scott Sanders, the team at Bracewell LLP was recently involved in Great Plains Energy’s $15bn revised stock-for-stock merger with Westar Energy. In addition, Sanders advised Western Refining Logistics on the equity-based compensation aspects of its $1.8bn sale to Andeavor Logistics, and Jocz is acting for Hydro One in relation to its C$6.7bn all-cash acquisition of Avista. The firm is well known for advising clients in the energy and natural resources sector, which have included Apache Corporation, Calpine Corporation, Blue Ridge Mountain Resources and Kinder Morgan.

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Immigration
Immigration - ranked: tier 4

Bracewell LLP

San Antonio-based managing partner Victoria Garcia¬†leads Bracewell LLP‚Äôs ‚Äėeffective‚Äô and ‚Äėvery knowledgeable‚Äô immigration group, which is active for clients operating in the energy, technology and healthcare sectors. Garcia, who ‚Äėis definitely the subject matter expert on immigration issues‚Äô and is known for her ‚Äėgood bedside manner‚Äô, attracts praise for her ‚Äėterrific knowledge of DHS regulations‚Äô. She delivers ongoing immigration advice on a variety of immigration matters to Valero Energy, Sirius Computer Solutions, CPS, Key Energy Services and ArjoHuntleigh, including non-immigrant visas, preparing applications for employment and family-based permanent resident and citizenship, compliance with I-9 and H-1B processes and E-Verify issues. In another matter for High Sierra Pools, in addition to preparing various applications, Houston-based senior counsel Nelli Nikova¬†represented the client in objecting to an opinion letter by the Department of State that put pool management companies in the same category as staffing agencies, which negatively impacted the client‚Äôs ability to place summer workers through its J visa program.

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United States: M&A/corporate and commercial

M&A: large deals ($1bn+)
M&A: large deals ($1bn+) - ranked: tier 6

Bracewell LLP

Bracewell LLP remains a big name in energy sector transactions, particularly midstream and upstream oil and gas deals. It has extensive experience in transactions involving master limited partnerships (MLPs), a business venture structure often used in the oil and gas sector. Notable recent deals include advising Great Plains Energy on its amended merger agreement with Westar Energy for a $15bn stock-for-stock merger of equals. It also advised HPS Investment Partners and Kingfisher Midstream on a merger agreement between Kingfisher, Silver Run Acquisition Corporation II and Alta Mesa Holdings, with the combined company being renamed Alta Mesa Resources. In another headline oil and gas transaction, it represented Kinder Morgan Texas Pipeline in the joint venture and transportation agreements with DCP Midstream for the $1.7bn Gulf Coast Express Pipeline Project. Managing partner Gregory Bopp is a prominent practitioner, particularly in deals involving MLPs. Cleland Dade, Charles Still, William Anderson, Jason Jean, Troy Harder, Gary Orloff,  Alan Rafte and New York-based John Klauberg are also key members of the team. All named partners are based in Houston unless stated otherwise.

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United States: Media, technology and telecoms

Outsourcing
Outsourcing - ranked: tier 4

Bracewell LLP

Bracewell LLP has considerable experience of the drafting and negotiation of outsourcing agreements, and is most often instructed by clients in the energy, financial services, consumer products and retail sectors. A key figure in the team is Houston-based Jeffrey B. Andrews, who is assisting a food processing and commodities trading company with the structuring and negotiating an outsourcing agreement. Further, the practice group is acting for a fashion designer in the negotiating of an outsourcing agreement, and is also advising Oncor Electric Delivery Company on an agreement for the supply of certain goods and services. Other clients include Southwest Airlines, American Water Enterprises and Noble Energy.

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Technology transactions
Technology transactions - ranked: tier 4

Bracewell LLP

Bracewell LLP handles the IP aspects of technology transactions, including high-value licensing deals, for clients including healthcare companies, insurers, retailers and financial institutions. Jointly headed by Dallas-based Janice Z. Davis and Houston-based Jeffrey B. Andrews, the practice group advised East Texas Medical Center Regional Healthcare System on its sale of certain assets to Ardent Health Services, which involved the transfer of technology contracts. The firm also assisted the University of Texas MD Anderson Cancer Center with the negotiation of a sublicensing agreement with Intrexon Corporation and Ziopharm Oncology concerning IP emanating from the University of Minnesota for the development of non-viral adoptive cellular cancer therapies. Thomas W. Adkins, who is based in Austin, has been advising the online retailer Overstock.com on licensing arrangements for blockchain technology for its subsidiary Medici Ventures. Other clients have included Xiaomi Corporation, Cox Insurance Group and Natural Dental Implants.

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United States: Tax

US taxes: non-contentious
US taxes: non-contentious - ranked: tier 5

Bracewell LLP

Bracewell LLP‚Äôs ‚Äėoutstanding‚Äô tax practice advises on MLPs, private investment funds and corporate M&A, particularly for clients in the energy, technology and finance sectors. Elizabeth McGinley¬†is ‚Äėa remarkable tax attorney and her knowledge is second to none‚Äô; she and Michele Alexander¬†served as tax counsel to Pembina Pipeline Corporation in relation to its acquisition of Veresen in a combined cash and stock transaction for approximately C$9.7bn. Alexander also advised The Carlyle Group and CVC Capital Partners Fund VI on the debt financing aspects of Neptune Energy Group‚Äôs acquisition of a majority stake in ENGIE E&P International for $3.9bn. Also recommended are Houston-based Todd Greenwalt, newly promoted partner¬†Brian Teaff¬†and managing partner Gregory Bopp. James Plummer¬†left for¬†Norton Rose Fulbright¬†in April 2018.

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