Davis Graham & Stubbs LLP offers clients the full range of legal services in the domestic and international oil and gas industry. We represent clients in both transactional work and litigation including federal and state governmental enforcement cases. Our oil and gas lawyers work with clients in all aspects of exploration, operation, production, sales, transportation, refining, and financing. In addition, we handle acquisitions and divestitures of both producing and nonproducing assets. Combined with our other, tax, corporate, regulatory, environmental, public lands, and litigation lawyers who are experienced in these types of matters, DGS offers one of the strongest oil and gas practices in the U.S.
We represent a diverse group of clients in the industry, including operators, producers, pipeline companies, geophysical companies, exploration geologists, drilling companies, oil and gas lessees, mineral owners, refiners, suppliers, major banks, private equity companies, and other institutional lenders and investors. These clients range from individuals, partnerships, independents, and small companies to major joint ventures and Fortune 500 companies.
Acquisitions, Divestitures, & Financing
DGS brings a multidisciplinary approach to all phases of acquisitions, divestitures, and financing in the oil and gas industry. We represent companies, banks and other lending institutions involved and have served as issuer’s and underwriters’ counsel for public offerings of natural resources companies. We have also represented major independent oil companies in public and private mergers and acquisition transactions. We work closely with energy companies to provide tax advantageous structures for oil and gas partnerships, farmout arrangements, and Section 29 transactions.
We also have extensive experience dealing with smaller asset transactions including drafting, reviewing, and negotiating purchase and sale agreements and coordinating of all aspects of the due diligence including stand-up title examination.
Due Diligence
We also have extensive experience coordinating and participating in all aspects of due diligence in regional and multi-state transactions prior to bidding and during contract due diligence periods. Our due diligence experience includes working with our clients to develop a reasonable plan for a particular transaction, preparing checklists and forms for the team to implement the plan and gather information in a uniform format.
Our due diligence experience includes title review of county, state land board, federal, and Indian records, environmental review of oil and gas producing properties and associate assets such as pipelines, and review of contracts for consents, preferential rights to purchase, or other terms that might have a material adverse impact on the value of the assets. In light of on-going litigation around the country, we have reviewed of marketing arrangements and the accounting to royalty and overriding royalty owners and taxing authorities to identify potential liabilities and impacts to the economic assumptions underlying a proposed transaction.
Midstream Services
We represent oil and gas companies in connection with their midstream activities involving crude oil, natural gas, and natural gas liquids. Our team negotiates gathering, processing, transportation, fractionation, exchange, and purchase and sale agreements. We also assist companies in determining whether their facilities are subject to regulation under the Natural Gas Act, Interstate Commerce Act, and state public utility and service statutes and regulations. We have attorneys with experience in practicing before state public utility and service commissions who assist clients in connection with corridor certificates, tariff approvals, rate cases, pipeline safety, and other matters. We regularly work with clients to request temporary waivers under the Interstate Commerce Act and other FERC-related matters. Our team also has experience working through a number of issues relating to pipelines including rights-of-way, environmental regulations, due diligence, and contract and environmental disputes.
Exploration, Production, & Development
Our oil and gas attorneys regularly draft, review, and negotiate contracts relating to the exploration, production, and development of exploration projects, including preparation of farmout agreements, exploration and development agreements, and joint operating agreements. We regularly deal with federal and state lands including federal exploratory and secondary recovery units and a wide variety of issues dealing with access and development rights. To help streamline our clients’ business we have prepared forms tailored to particular regions or exploration projects that can be used by the land department with minimal additional review by the in-house legal team. These forms include letters of intent, purchase agreements, and oil and gas lease forms.
Oil & Gas Conservation Commission
DGS represents clients before the Colorado Oil and Gas Conservation Commission to obtain orders establishing spacing and involuntary pooling. We have worked with our clients to implement plans of development and resolve NOAV.
Royalty and Mineral Tax Payment Issues
DGS has great depth of experience dealing with royalty and mineral production tax assessment disputes and we have begun helping our clients head off this protracted and often expensive litigation. We have assisted a number of our clients in conducting internal audits of their marketing programs and the resulting revenue distributions to royalty owners. We have used this information to structure settlements with plaintiffs in royalty class action cases and with state government in production tax cases.
DGS has also taken a proactive role for a number of our clients by conducting internal audits of the royalty valuation and production tax valuation procedures to determine whether the client is in compliance with current case law in a particular state. We have then advised the client on various strategies for reducing potential liability to royalty owners or state taxing authorities by offering voluntary refunds or structuring a class action settlement.
Title Work
DGS has significant experience in the examination of title and the preparation of acquisition, drilling, division order, and financing opinions covering fee, federal, and Indian lands in the states of Colorado, Montana, Nevada, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Texas, and Wyoming. Our extensive title experience allows us to provide a skilled and efficient title due diligence team in dealing with oil and gas acquisition and divestiture transactions.
Unconventional Resource Plays
DGS has assisted a wide range of clients in the development and operation of unconventional oil and gas resource plays. The horizontal drilling and hydraulic fracturing associated with the development of these plays raise complicated land use, water use, disposal, and air issues. DGS has worked with federal, state, and tribal regulators, landowners, and oil and gas developers in successfully resolving these issues.
DGS clients frequently acquire and sell resource play properties throughout the country. We assist these clients in such transactions and have developed transactional documents that address unique horizontal well development issues. In particular, we have extensive experience in the negotiation and drafting of the base agreements for development of resource play properties, including joint operation agreements, so as to deal with the unique issues associated with horizontal drilling and hydraulic fracturing.
