Porter Hedges LLP

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Craig Bergez counsels private companies regarding general business matters, and provides tax advice in connection with planning transactions. Craig’s practice principally involves advising middle market private companies (including family-owned businesses), and their owners, management teams, and investors, regarding acquisition, divestiture, and joint venture transactions, general organizational and operational matters (including choice of entity considerations), capital investment transactions, and executive compensation matters. He also has a specialty in transactional tax planning matters (including for tax-exempt organizations). With his diverse background, Craig often functions as an Expert Generalist for high net worth individuals and their family offices. Craig’s industry experience includes oil field and downstream services and products, construction, consumer products and services, real estate, financial services, business services, and industrial services and technologies. In 2025, Craig will serve as the Chairman of the University of Texas School of Law 73rd Annual Taxation Conference (December 3 - 4 in Austin, Texas).

Corey Brown advises companies on a wide variety of corporate and commercial matters, focusing on company formation, strategic partnerships, joint ventures, private equity, and mergers and acquisitions. His energy industry experience covers a broad spectrum of matters within the upstream, midstream, downstream, and services sectors, with particular experience in the midstream and services sectors. Corey has extensive experience in private mergers, acquisitions, financing, and sale transactions for private and publicly held companies in many industries, including private placements of debt and equity, management, and leveraged buy-outs. He assists private equity firms with forming and funding portfolio companies, mergers and acquisitions, and general legal matters, as well as representing equity-backed companies in company formation, funding, and employment matters. Corey also assists private investors, including family offices, with formation, funding, growth, and general legal matters.

Michael Byrd focuses his practice on oil and gas mergers and acquisitions, with particular emphasis in the upstream segment of the industry. Mike has served as lead counsel in over 100 oil and gas M&A transactions. He also prepares and negotiates a wide range of upstream agreements, and advises his clients on oil and gas disputes. Mike has also served as an expert witness on oil and gas purchase and sale agreements. Since 1998, Mike has been certified by the Texas Board of Legal Specialization in Oil, Gas and Mineral Law. He has served five times as Chair of the Oil, Gas and Mineral Law Exam Commission, which writes and grades the exam for that certification. Clients have described Mike as a “phenomenal attorney; he’s very detail-oriented, really in the trenches and is extraordinarily knowledgeable about the upstream industry.” (Chambers USA 2021) Before joining Porter Hedges, Mike had his own law firm and prior to that, was a partner at an AmLaw 100 law firm.

Joe Cohen leads the firm’s Litigation Practice Group and is ranked nationally by Chambers USA among the leading lawyers for Product Liability & Mass Torts. His practice focuses on handling the defense of catastrophic injury and wrongful death cases arising from allegations of products liability (including pharmaceuticals and medical devices), chemical and substance exposure, general negligence, and commercial litigation. Joe has successfully tried cases to verdict and engaged in extensive motion practice, including complex summary judgment issues and intricate challenges to experts in a variety of disciplines. He has handled matters in over 35 states and in multiple counties throughout the state of Texas. Joe also provides individual representation to employees (current and former) of pharmaceutical and medical device manufacturers and biotech companies in both civil and criminal contexts, including U.S. Department of Justice and State Attorneys General investigations. In particular, Joe has extensive experience representing these individuals as defendants and non-party witnesses in lawsuits, and as Witnesses and Subjects in governmental investigations, including preparing and presenting individuals for proffers and before grand juries. While Joe has represented these current and former employees across multiple divisions and at multiple levels within pharmaceutical and device companies, he has a particularly significant amount of experience representing individuals from the Sales and Marketing departments of those companies. In addition to his products liability practice, Joe handles disputes related to fraud, theft of trade secrets, non-competition matters, deceptive trade practices, breach of contract, commercial and residential lease disputes, and copyright and trademark infringement, including the Anti-Cybersquatting Consumer Protection Act (ACPA). He is currently a member of the IADC Board of Directors and a former National Director on the DRI Board of Directors.

James Cowen represents public and private companies, boards of directors and special committees, and individuals in a variety of corporate, securities and finance matters. He also serves as Co-Managing Partner – Administrative Affairs, focusing on the management and administration of the Firm’s internal affairs. His practice includes public and private offerings of equity and debt securities, mergers & acquisitions, joint ventures, strategic partnerships, project development and finance, securities law compliance, reorganizations & restructurings, corporate governance, executive employment agreements and compensation, and general corporate and commercial matters. James represents clients in the energy (upstream, midstream, downstream, renewables and oil field services), technology, healthcare, infrastructure and construction, and manufacturing and distribution industries. He also represents investment banking firms, investors, and indenture trustees in capital markets transactions. Prior to and while attending law school, James worked as an aerospace engineer and software developer for a NASA subcontractor, Unisys, where his responsibilities included developing and maintaining software for the space shuttle program, and then as a software development consultant for an oilfield services company.

George Craft leads the firm’s real estate and real estate finance sections. His practice focuses on a wide range of real estate related transactions including real estate finance, acquisition and disposition of real estate related assets, structuring of various real estate entities and real estate loan workouts. His experience also includes representing clients in matters related to tax credit finance, mass tort finance, law firm finance, and aircraft and aircraft engine finance. He has been Board Certified by the Texas Board of Legal Specialization in Commercial Real Estate Law and Residential Real Estate Law since 1983. Representing Lenders George represents lenders across the country in construction loans, development loans, loans secured by unimproved property and improved property, including regional shopping centers, office buildings, hotels, golf courses, industrial complexes, residential subdivisions, flex space, mid- and high-rise luxury condominium projects, mini storage complexes, and mid and high rise multi-family complexes, low-income housing tax credit transactions, housing finance corporation financing, historical tax credit transactions, public facilities corporation financing, and the construction of improvements on leasehold estates. He also represents lenders in connection with aircraft financing secured by airframes, aircraft engines and avionics and lenders providing law firm financing. Representing Developers, Investors, Landlords & Tenants George represents both foreign and domestic developers and investors in acquiring, disposing of, developing, and leasing all types of commercial real estate, including mid- and high-rise luxury condominium projects, mid- and high-rise multi-family complexes, office buildings, residential subdivisions, regional shopping centers, unimproved property, hotels, golf courses, deep water facilities, and industrial warehouses and developments. He also represents landlords and tenants regarding complex lease issues, including development agreements, operating agreements, reciprocal access agreements, and restrictive covenant agreements.

John Hawkins represents businesses and professional firms in complex disputes in federal and state court and in arbitration, in litigation avoidance, and in related transactional and non-litigation matters. His experience includes, generally: Litigation and arbitration matters concerning construction, design professional defense, distressed real estate for lenders and investors, patent and copyright infringement, homeowner associations, and general commercial matters Preparing, reviewing, and negotiating design, construction, program manager and EPC contracts for commercial, public works, and industrial projects Defending design professionals in disciplinary proceedings John is also a member of the American Arbitration Association (AAA) Roster of Arbitrators. Prior to attending law school, John practiced architecture for ten years. As an architect, his experience encompassed a broad range of commercial and institutional projects, including (at 3D/International, Inc.) high-rise office, laboratory, museum, and hospital projects.

John Higgins focuses on corporate reorganization, restructuring, acquisitions, and litigation. He has extensive experience representing entities in their Chapter 11 cases and/or out of court restructurings, creditors' committees, Chapter 11 and 7 Trustees, institutional and corporate creditors and directors and officers. His practice also includes general civil litigation in both federal and state courts. John is a Fellow of the American College of Bankruptcy and Board Certified in Business Bankruptcy Law by the American and Texas Board of Legal Specialization. He is also a Certified Mediator (Attorney-Mediator Institute, January 1996).

Stephanie Holcombe

Stephanie Holcombe works with companies and their owners and executives to manage the full range of issues related to business disputes — from risk control and litigation avoidance to the successful management of ongoing litigation in a strategic and cost-effective manner. She has tried cases in state and federal courts and in arbitrations (local and international) on a variety of issues. Her courtroom presence has been described by clients as effective, persuasive, and convincing. Stephanie’s experience includes the following: Contractual disputes Trade secrets Oil and gas contracts Oil and gas production equipment Non-competition and non-solicitation agreements Fiduciary duties Trademark infringement Landlord/Tenant disputes Stephanie serves in leadership roles across the firm including on the firm's Management Committee and as Chair of the Women’s Initiative. She is also an active member of DRI, serving on the DRI Annual Meeting Steering Committee and Women in the Law Steering Committee (Leadership Team). She also serves as an advisory board member for Theater Under the Stars (TUTS), Houston’s non-profit home for musical theater and as the President of the Nottingham Forest Civic Association.

C. Randall King

Randy King is a former Co-Chair of the firm’s Energy Section. His practice focuses on a wide range of energy-related projects located onshore, offshore, upstream, midstream, and internationally, including: Acquisitions, divestitures, construction, and financing of pipelines, gathering systems, and storage facilities for natural gas, crude oil, condensate, natural gas liquids, and LNG Acquisitions and divestitures of producing and non-producing oil and gas properties Oil and gas joint ventures and exploration and development programs Exploration and development project agreements, including joint operating agreements and COPAS accounting procedures Natural gas purchase, sales, and marketing agreements; NAESB agreements Natural gas processing and treating agreements, oil and gas transportation agreements, natural gas storage agreements, natural gas supply agreements Operating and maintenance agreements for mid-stream facilities Production handling agreements Master service agreements and IADC drilling contracts Hedging, derivative, swap, and ISDA agreements Credit support annexes, cash collateral agreements, and letters of credit Master setoff and netting agreements Reserve-based and mezzanine oil and gas producer and mid-stream financings Seismic data licenses and acquisition agreements Prior to becoming a lawyer, Randy spent 13 years practicing as an independent petroleum landman. His experience included negotiating oil and gas leases, title examination, structuring oil and gas property acquisitions, and exploration transactions. Randy has been a Certified Professional Landman since 1984.

Stephen Lee is a trial lawyer and for more than 25 years, he has represented energy and chemical companies involved in the exploration, production, transportation and processing of refined petroleum products, chemicals, and specialty chemicals. He represents clients in a wide variety of matters, including contract, trade secret, product liability, construction, and employment disputes. He also defends pharmaceutical companies and their employees in product liability matters, including governmental investigations, and advises and represents companies in investigating and defending accident and personal injury claims. Stephen has worked with exploration and production companies, as well as oilfield service providers, in matters across the country and knows the business challenges across the full spectrum of the energy sector. In addition, through his representation of chemical manufacturers and marketers in a broad spectrum of disputes, he is well versed in the design, operation, and economics of chemical facilities.

Ray Lees advises oil and gas companies on corporate transactional and commercial matters, with an emphasis on upstream and midstream oil and gas transactions, including mergers, acquisitions, divestitures, joint ventures, finance, and real estate. He has advised clients on some of the oil and gas industry’s largest conventional and unconventional oil and gas acquisition and divestiture transactions, including deals with a combined value of more than $100 billion over the last fifteen years in the Bakken, Barnett, Eagle Ford, Fayetteville, Haynesville, Marcellus, Mississippi Lime, Niobrara, Permian, SCOOP, STACK, Uinta, and Utica plays. He has also counseled clients in equity commitments from private investors and energy financing transactions involving oil and gas and midstream assets across the country. Ray’s oil and gas experience includes negotiating and drafting purchase and sale agreements, swap agreements, development agreements, limited liability company agreements, transition services agreements, seismic licenses, mineral leases, royalty agreements, net profit interest agreements, marketing agreements, and other agreements and instruments customary in connection with oil & gas joint ventures, acquisitions, and divestitures. Prior to joining the Porter Hedges, Mr. Lees was the managing partner at the Commercial Law Group, P.C. in Oklahoma City.

Sean M McChristian

Sean McChristian is certified by the Texas Board of Legal Specialization in Construction Law and his practice covers the full life cycle of complex design and construction projects in the private and public sectors. He frequently drafts and negotiates design and construction contracts, including EPC agreements, design-build agreements, BOP agreements, and master service agreements. Once a project enters the execution phase, Sean is often asked to aid in resolving project performance issues that impact the cost of the work, the time required to complete the work, or the quality of the work. In those situations where an early resolution is not achieved, he represents his clients in the mediation, arbitration, and litigation of complex design and construction claims and disputes. In addition to serving as an advocate for his clients, Sean is also a mediator. His mediation practice covers all manner of civil disputes with a particular focus on commercial litigation matters. Sean regularly speaks on legal issues in the construction industry and conducts client training sessions specifically tailored to the needs of a client team. Sean has also been deeply involved in legislative issues related to the construction industry. He has appeared before Texas Senate and House committees to provide testimony on various bills and served as the legislative affairs advisor for the Construction Law Section of the State Bar of Texas. Sean also has significant experience with real estate and property disputes, including boundary disputes, encroachments, drainage and flooding issues, and landlord-tenant disputes.

Joe Morrel represents public and private companies in mergers and acquisitions, as well as in general corporate matters and compliance with securities laws. He advises clients on acquiring and disposing of businesses through mergers, equity purchase agreements, asset purchase agreements (including out of Section 363 bankruptcy proceedings), and other forms of combination or exchange agreements. He also represents clients in negotiating and forming new companies and joint ventures, stockholder agreements, and LLC agreements. In addition, Joe prepares and reviews various commercial agreements, including supply, master services, confidentiality, licensing, employment, and consulting agreements. Joe’s experience with energy-related mergers and acquisitions includes asset and equity transactions involving oilfield services companies and equity transactions in the midstream and upstream segments. Joe serves as the Firm’s Hiring Partner leading the Recruiting Committee and is also a member of the Technology Committee.

Jeremy A Mouton

Jeremy Mouton is Co-Chair of the firm's Energy Section. His practice focuses on advising E&P companies, private equity and direct investment firms, and lenders on a variety of energy transactional, corporate, and other commercial matters, with an emphasis on upstream and midstream oil, gas, and other mineral transactions. Jeremy has advised clients on some of the oil and gas industry’s larger conventional and unconventional A&D, joint venture, farmout, ”drillco”, and asset-backed securitization (ABS) transactions in recent years, including energy transactions comprising more than $50 billion in combined deal value. Jeremy has served multiple terms on the firm’s Management Committee and has served as practice group leader for the firm’s Property & Finance Practice Group (of which the firm’s Energy Transactions section is a part).

Eugene M Nettles

With over 50 years of litigation experience, Gene has served as lead counsel in more than 125 jury trials across civil and criminal courts. His practice centers on complex commercial disputes, with a strong emphasis on energy law. He has represented public and private corporations, individuals, and the State of Texas in high-stakes cases in state and federal courts nationwide. He brings substantial expertise in: Energy Litigation: Extensive involvement in disputes related to joint operating agreements, gas purchase contracts, royalty matters, operator removal, exploration agreements, and gas plant accounting. Commercial and Corporate Litigation: Experience spans breach of contract, fiduciary duty claims, DTPA, fraud (including securities and CFTC-related), antitrust, price fixing, and more. Professional Liability and Torts: Defended and prosecuted claims involving medical/legal malpractice, product liability, defamation, and class actions. Intellectual Property and Employment: Cases involving trade secrets, IP infringement, covenants not to compete, and employment disputes. Gene began his career as an Assistant District Attorney with the Harris County District Attorney's Office, where he worked from 1975-1980.

David has extensive experience in litigation and arbitration of construction, insurance, surety and commercial issues. David frequently represents owners, lenders, general contractors, subcontractors, and design professionals in claims; disputes; arbitration and litigation; contract documents; mediation services; commercial, industrial, offshore, multi-family, and surety trials and appeals of contractual disputes; supply contracts; deceptive trade practices; and breach of warranty. His industrial construction experience includes disputes related to pipelines on and offshore, storage facilities, vessel failures, turbines, jack up rigs, cogeneration plants, welding, delays, insurance claims, man power efficiency, and equipment failures. His commercial construction experience includes design and construction defects, extra work and acceleration claims, and multi-party case management and trials. David is a Fellow in the American College of Construction Lawyers.

Kevin leads the firm's Corporate Practice Group. He represents public and private companies in a variety of industries, including the upstream and midstream energy, renewables, clean tech, consumer products, and manufacturing industries in a broad range of corporate and securities matters, including equity and debt capital markets transactions, mergers and acquisitions, private equity and venture capital investments, SEC compliance, corporate governance, and general corporate matters. He represents investment banking firms, investors, and issuers in capital market transactions, including registered direct offerings, equity lines of credit and at-the-market offerings. He also counsels issuer and underwriter clients on high-yield offerings of debt securities pursuant to Rule 144A, IPOs and follow-on public offerings of equity securities, and private placements. Kevin has served in several leadership roles at the firm including on both the Diversity, Equity, Inclusion & Belonging and Technology Committees, as well as serving as the former Chair of the Recruiting Committee.

Benjamin J Rajabi

Ben Rajabi counsels a broad array of energy clients in transactional matters with a particular focus on the midstream sector, including: Acquisitions and divestitures of pipelines, gathering systems, storage facilities and related midstream infrastructure facilities for crude oil, natural gas, produced water, and constituent products Joint ventures for midstream and downstream energy projects Natural gas purchase, sales and marketing agreements and NAESB agreements Gathering, processing, treating, supply, storage, and related midstream operational agreements for crude oil, natural gas, and produced water Engineering, procurement and construction agreements for midstream and downstream infrastructure projects, including pipelines, gathering systems, LNG, and CNG terminals Operation and maintenance agreements for midstream and downstream infrastructure projects Acquisitions, divestitures, construction, installation, and operations agreements for renewable energy projects Acquisitions and divestitures of portfolios of oil and natural gas purchase, sales and hedging agreements Power purchase agreements Hedging agreements

Rob's practice focuses on established and emerging public and private companies that are building their business through mergers, acquisitions and financings. He currently serves as Chair Emeritus, focusing on client development and special projects. Rob previously served as the Firm’s Managing Partner from 2009-2022 and the Co-Managing Partner – External Affairs from 2022-2023. Rob has represented clients in energy exploration, production, service and transmission, alternative and renewable energy, energy industry technology, biotech, and the manufacturing and distribution of a variety of products. He has also represented investment banking firms in various financings and merger and acquisition transactions primarily in the energy industry. He has extensive experience in: Mergers, acquisitions and dispositions of public and private entities Private equity fund acquisitions/divestitures Representation of management teams in start-up companies funded by private equity Formation, structuring and financing of new ventures Joint venture and partnership formations and financings Venture capital transactions Preparation of SEC filings and registration statements of all types Public and private offerings of equity and debt securities Executive employment agreements and compensation Corporate governance and board and board committee issues

Joyce K Soliman

Joyce currently serves as Co-Managing Partner – External Affairs for the firm, prioritizing lateral recruiting, marketing and business development, innovation, strategy, and growth. She is also Chair of the Diversity, Equity, Inclusion and Belonging Committee, a position she has held since 2017, and leads the Finance Section at the firm. Joyce has maintained a wide and varied finance practice for over 20 years. Her clients include domestic and foreign banks, private lenders, administrative agents, and public and private companies who are involved in secured and unsecured financings, such as asset-based loans, syndicated, club and single lender credit facilities, real estate loans, acquisition financings, letter of credit facilities, equipment loans, note purchase and sale transactions, leasing transactions and debt workouts and restructurings. She is a trusted advisor who guides clients as they navigate complex transactions from term sheet to closing. Before joining Porter Hedges, Joyce served as Associate General Counsel in the legal department of a NYSE-listed company at its corporate headquarters in Houston. In that capacity she handled various corporate matters, with particular emphasis on mergers and acquisitions.

Cornelius Sweers

Cory Sweers represents clients in all stages of the construction process, from drafting and negotiating construction agreements to litigation and arbitration of construction disputes. He has experience advising and representing owners, developers, and general contractors in preparing and negotiating design and construction contracts for commercial, industrial, multi-family, public works, energy, and renewable construction projects, with a particular focus on EPC contracts and AIA-based contracts. He also has experience developing design and construction contract forms for owners and general contractors, including EPC contract forms, MSAs, terms and conditions for equipment and material purchases, and custom AIA-based design and construction forms. In addition to construction transactions, Cory advises and represents commercial, industrial, and infrastructure project owners, developers, general contractors, and design professionals regarding a wide range of construction disputes in both litigation and arbitration, including construction defect claims, delay claims, lost productivity claims, change order disputes, design defect claims, wrongful contract termination disputes, mechanic's lien issues, and bond claims.

Robert H Thomas

Bob Thomas is a former Co-Chair of the firm’s Energy Section. His practice principally consists of representing domestic and international oil and gas companies in all phases of the energy business, with emphasis on the upstream and midstream segments. Although Bob is principally involved in energy transactions, his practice includes representation of energy companies involved in disputes, whether mediation, arbitration, or litigation, including serving as an expert witness in complex energy cases. His practice also includes the following: Acquisition, divestiture, and financing of midstream and upstream assets Mergers and acquisitions Acquisition and development of gas storage facilities Upstream and midstream agreements including drilling agreements, marketing agreements, gas, liquids and crude oil purchase, transport, and gathering agreements Farm out and participation agreements, farmout of general and limited partnership agreements, seismic shoot agreements, data acquisitions and seismic licenses, executive compensation agreements, surface and subsurface easements, and oil and gas leases Drop-down transactions for upstream and midstream master limited partnerships Prior to joining Porter Hedges, Bob was Division Attorney for Mesa Petroleum Co. in Houston, Texas and in-house counsel for Gulf Oil Corporation in Midland, Texas and New Orleans, Louisiana.

James T Thompson

ames Thompson is Co-Chair of the firm's Energy Section. He represents public and private companies in a variety of corporate, transactional, and other commercial matters. He focuses on the upstream, midstream, and renewable segments of the energy industry with additional experience in other industries. He is also board certified in Oil, Gas, and Mineral Law by the Texas Board of Legal Specialization. James represents the entire spectrum of energy companies and participants – majors, independents, management groups, services companies, and mineral and royalty companies – with respect to assets and projects in over 20 states and in every major basin. His energy practice includes the following: Acquisition, divestiture and financing of upstream and midstream assets Joint ventures and exploration and development programs Renewable energy projects (carbon capture and sequestration, wind, solar and geothermal) Upstream and midstream agreements including farm out agreements, participation agreements, agreements related to seismic data acquisition and licensing, surface and subsurface easements, oil and gas leases, drilling contracts, master service agreements, marketing agreements, and gas, liquids and crude oil purchase, transport, and gathering agreements Oil and gas disputes

Joseph Thompson

Joe Thompson handles complex commercial litigation and arbitration, with a primary emphasis on oil and gas related disputes. He is Board Certified in Oil, Gas and Mineral Law by the Texas Board of Legal Specialization and serves as a member of the Board’s Oil and Gas Advisory Commission. Joe has tried and arbitrated disputes ranging from prospect generation fights in the Eagle Ford Shale to disputes involving exploration joint ventures in the Middle East. He has represented clients in connection with oil and gas operations in Texas, Louisiana, Colorado, Alabama, Florida, Oklahoma, Pennsylvania, and Wyoming. Joe also has significant experience in insurance related matters, unfair competition, and business-related torts, as well as personal injury and product liability matters.

Eric Wade represents clients in virtually every type of complex business and commercial dispute, including cases involving all aspects of the energy industry, intellectual property, trade secrets, financial fraud, shareholder disputes, and qui tam matters. He has served as lead trial counsel in numerous jury and bench trials before state and federal courts, as well as representing clients in all forms of arbitration. In addition to his litigation practice, Eric advises clients on business strategies, government investigations, and risk management. Eric serves as Chairman of the Board of Trustees for the Texas Heart Institute, a nonprofit organization founded by world-renowned cardiovascular surgeon Dr. Denton A. Cooley in 1962 that is dedicated to reducing the devastating toll of cardiovascular disease through innovative and progressive programs in research, education and improved patient care. He also serves on the Board of Trustees for Camp for All. At the firm, he is a former member of the Management Committee and former leader of the Litigation Practice Group.

Amy K Wolfshohl

Amy Wolfshohl chairs the firm’s Construction Section. She is certified by the Texas Board of Legal Specialization in Construction Law and has been recognized by Chambers USA, The Legal 500, The Best Lawyers in America, and Super Lawyers for Construction Law. Chambers sources say that she ‘knows construction inside and out,’ and ‘is a go-to for any issue.’ Amy represents companies in analyzing risk and resolving problems in connection with highly complex construction transactions, with an emphasis on industrial construction, energy construction, commercial construction, renewable construction, and EPC contracts. She is also an experienced construction litigator. Her cases primarily concern complex energy and commercial facilities, pipelines, EPC contracts, and representation of parties in lien and defect actions. Amy is a past chair of the Construction & Infrastructure Practice Group for TerraLex, an international network of more than 19,000 attorneys in 155 leading independent law firms in more than 100 countries, of which Porter Hedges is a member. She is also an arbitrator for Construction Arbitrations with the American Arbitration Association. Before practicing law, Amy was a project engineer for general contractors in Texas and California. Amy is a frequent contributor to the Porter Hedges Construction Law Blog.