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The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Ben Martin assists clients throughout a legal entity's life cycle, from its incorporation and establishment of governance procedures to its termination through merger, conversion, or other business combination. His M&A experience includes the representation of public companies, private investment firms, and private companies in the acquisition and sale of public and private companies. In his M&A experience, he has coordinated with financial advisors to the firm's clients to help manage robust auction processes in search of the most attractive disposition opportunity. He has also assisted clients in their investment in strategic joint ventures.

Shannon McKay serves clients in transactions that involve offshore and onshore wind generation facilities; carbon capture, sequestration, and utilization projects; hydrogen projects; upstream oil and gas projects; pipelines and other midstream facilities; downstream facilities; and merchant fossil-fuel electric generation facilities. She represents energy industry companies, private equity investors, alternative lenders, and financial institutions in transactions that include acquisitions and divestitures of assets and companies, joint venture arrangements, structured finance, project development, and project finance.

Describe your practice area and what it entails.

Ben: I’m a partner in Bracewell’s corporate and securities group. My time is generally spent on enterprise M&A transactions on the buy and sell side for public and private targets, and assisting with entity formation, governance, and fundraising.

Shannon: As a member of Bracewell’s energy projects practice, I work on deals across the oil and gas, traditional power, renewable energy, and energy transition sectors. I advise clients on a wide range of transactions from asset acquisitions to joint ventures and development projects. 

What types of clients do you represent?

Ben: I represent a healthy mix of public companies and private entities. Many of the private entities I represent are private equity funds or portfolio companies owned by private equity funds. Occasionally I work with entrepreneurs in the disposition of their business, and high-net-worth individuals in investing their wealth.

Shannon: The scope of clients that Bracewell serves within the energy industry is incredibly diverse and robust. Our platform encompasses various facets in the energy sector, such as regulatory, finance, restructuring, environmental law, antitrust, tax, and regulatory enforcement. My clients are large energy companies such as Phillips 66, NRG Energy, and Equinor, along with energy-focused private equity companies such as Rockland Capital. 

What types of cases/deals do you work on?

Ben: Recent publicly announced transactions include Drilling Tools International, Inc. in its public listing through a deSPAC transaction; Phillips 66 in its transaction with Enbridge Inc. to realign ownership of DCP Midstream, LP and Gray Oak Pipeline, LLC; and Bison Oil & Gas Partners II, LLC in its sale to Civitas Resources, Inc.

Shannon: I work on acquisitions and divestitures of assets and companies, joint ventures and other corporate arrangements, and project development. Bracewell’s involvement spans across intricate negotiations, strategic partnerships, substantial asset transactions, bankruptcy cases, and pioneering project financing. I was part of the team that negotiated the sale of the Belle Chasse Terminal from Phillips 66 to Harvest Midstream, and advised Phillips 66 in forming Bluewater Texas Terminal LLC, a joint venture with Trafigura Group Pte. Ltd., aimed at developing an offshore deepwater port project in Corpus Christi. In addition, I was on the team that managed the sale of the Brandywine and Broad River power plants, involving more than 1100 MW of power generation for Arroyo Energy Investment Partners LLC. 

How did you choose this practice area?

Ben: The practice area kind of chose me. I accepted an offer to work in Bracewell’s transactional practice. When I showed up, the greatest need was in the corporate and securities group, which was very busy with work in high-yield debt offerings and the growth of master limited partnerships. I sought out opportunities to work on M&A matters because the process was a better fit for my personal skill set and interests. 

Shannon: I worked at Bracewell during my 1L and 2L summers and rotated through our transactional practice groups. I was drawn to the variety of deals in the energy projects group from traditional upstream oil and gas deals to innovative energy transition projects. The work was challenging and exciting, and still is as a senior associate. 

What is a typical day like and/or what are some common tasks you perform?

Ben: A typical day is a challenge to define. It depends how many transactions I am working on and what stages they are at. It is often a mix of calls with clients and counterparties to discuss the terms of definitive transaction documents (e.g., merger agreement, purchase agreement, or LLC agreement for new joint venture), working with my team to coordinate due diligence, reviewing and commenting on documents or diligence reports, and researching law for compliance purposes.  

Shannon: It’s a cliché to say that no two days are the same, but it’s true! A typical day involves negotiating and drafting deal documents, conducting diligence for upcoming mergers or acquisitions, and brainstorming solutions to complicated legal and compliance issues with colleagues. My morning to-do list looks different from my afternoon list, as clients reach out throughout the day with new deal opportunities and questions. I work on five to seven transactions at any time, so staying organized and using your time efficiently is important.  

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Ben: Most schools require “Corporations” or “Business Associations.” From there, securities regulation, insurance, bankruptcy, and federal income tax and partnership tax courses are all useful. I took a “Real Estate Transactions” course taught by a former tax partner, and it was the course most like my day-to-day practice. Learning how to think is just as important—if not more important—than the law one learns in law school. Challenge yourself and engage with your most accomplished professors in the subject matter of their choice. Don’t worry if that subject is something niche; focus on the process.

Shannon: As someone who didn’t have any experience with the energy sector before starting at Bracewell, a lot of my learning has happened on the job. Bracewell really invests in the development of associates at the firm with lots of CLE opportunities and technical training in the energy industry. Look into transactional-focused courses, and accounting and finance. Maximize your summer experience by diving into substantive work assignments and developing relationships with the associates and partners who serve as your mentors. Don’t hesitate to ask attorneys to explain their practice to you, or to follow up with questions about what drew them to their specific role. 

What is the most challenging aspect of practicing in this area?

Ben: Realistically, the schedule. We assist people with the most important transactions they experience in the lifetime of an entity. Stakes are high, and time is of the essence. Once a decision is made to proceed with a transaction, it is often a sprint or high-paced march to the finish. We have relatively little predictability about when these opportunities will present themselves to clients and potential clients.

Shannon: When I started at Bracewell, my only experience was the deals I saw during my summers. I was intimidated to start with other associates who had taken oil and gas classes or even worked in the energy industry. Bracewell gives junior associates opportunities to develop legal skills and the industry knowledge needed to excel. 

What do you like best about your practice area?

Ben: Every few months I am presented with a new target organization to buy or sell. I typically have a few weeks to pick it apart using the legal documents to learn what makes the business tick, the important relationships, and weaknesses. It’s like a new puzzle every month.

Shannon: My favorite thing is the breadth and variety of deals. In any week, I might be working on a midstream pipeline acquisition, an international joint venture to develop a solar project, the sale of an electrical power facility, and the ongoing project management of an offshore wind farm. It’s fun to see our clients take new and creative approaches during this period of energy transition, and to work on first-of-their-kind projects. I am always stretching myself to learn new things and practice new skills, which keeps the work exciting!

What misconceptions exist about your practice area?

Shannon: When I was in law school, people told me to focus on a litigation practice because I loved to write. Transactional lawyers write all the time! Good transactional writers are masters of close reading and writing—the very best writers can transform an entire contractual provision by just tweaking a word. 

Ben: I have a specialty in Energy, Oil & Gas, but it doesn’t limit the work I perform. I have a competitive advantage in energy because of my familiarity with the operations, the players, and the unique issues like accounting policies and procedures. I think it is great to have a “specialty,” but diversity in your practice is important. The most effective lawyers don’t limit themselves to one transaction type or even one industry. 

What kinds of experience can summer associates gain in this practice area at your firm?

Ben: The easiest opportunity is attending client calls and negotiation sessions throughout the lifetime of a deal. Summers can also find a steady role in the due diligence phase, where documents are being reviewed to determine whether they meet certain criteria, or at the signing/closing of a transaction when we need help organizing the process.

Shannon: We fully integrate summers into deal teams and give them the same work as junior associates. They sit on client calls and negotiations with counterparties, and try drafting agreements and preparing client correspondence. Giving summer associates substantive work with clients across the energy sector is a priority.