The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Carl von Merz is head of the firm’s U.S. oil and gas practice. Carl has over 20 years of experience advising on large-scale energy industry transactions. He focuses his practice principally on counseling public and private companies, private equity funds, entrepreneurs, and management teams in connection with their equity investments, joint ventures, mergers, acquisitions, and divestitures in the energy and energy transition sectors.
Carl has deep experience spanning the energy industry, including the upstream oil and gas sector (onshore, offshore, conventional, and unconventional), midstream sector (natural gas, crude oil, liquids and other pipelines, processing facilities, and storage assets), and oilfield services. Carl has provided clients with critical guidance in their investments in energy transition, including advice on structuring commercial agreements, joint ventures, and carbon storage acquisitions for their carbon capture, use, and sequestration projects.
A fluent Spanish speaker, Carl has represented clients in cross-border transactions in Latin America. Earlier in his career, Carl was lead in-house M&A counsel for an international energy company with substantial U.S. onshore and offshore oil and gas operations.
Describe your practice area and what it entails.
My practice focuses on strategic transactions in the energy industry. From a practice perspective, I handle mergers, acquisitions, divestitures, joint ventures, and commercial arrangements for my clients. My clients span the energy industry, and most of my work has been on transactions in the oil and gas upstream, midstream, downstream, and services sectors, as well as in energy transition, which includes renewable natural gas, carbon capture, and hydrogen.
What types of clients do you represent?
My clients have included national oil companies, oil and gas majors and supermajors, publicly traded independent oil companies, power and utilities companies, private equity funds, onshore and offshore exploration and production operators, owners of pipelines and infrastructure, and entrepreneurs across the energy spectrum.
What types of cases/deals do you work on?
I help clients raise capital for their businesses; acquire and develop their assets; and structure, negotiate, and execute their major projects. This work involves drafting and negotiating limited liability company agreements and shareholder agreements to govern investments between parties—often capital providers and entrepreneurs; purchase and sale agreements for the acquisition of entities and assets; joint venture agreements for long-term development of energy assets; and transportation, processing, and storage agreements for oil, gas, carbon dioxide, and other commodities.
How did you choose this practice area?
I began my career as a private equity and general M&A lawyer in Houston, handling transactions across all sectors (including energy) in the United States and Latin America. As my career developed, I handled more and more transactions in oil, gas, mining, and other energy-related fields. In the middle of my career, I went in-house as the first transactional lawyer at a large European oil company that was investing heavily in U.S. shale. That experience led me deeper into traditional oil and gas as I led large transactions for that company, including the $4.7 billion acquisition of a public U.S. company that owned significant shale assets in North Dakota and Montana. When I returned to private practice, I combined my private equity and M&A background with my experience handling asset-level transactions to form the basis of my current practice. The skills you develop as an oil and gas lawyer are transferable to many energy transition projects, including carbon capture and hydrogen. When the energy transition transactions became more active, I was fortunate to have several clients that needed representation in these matters, and that part of my practice has grown rapidly.
What is a “typical” day like and/or what are some common tasks you perform?
A typical day would involve handling client calls or negotiations with counterparties throughout the day. These matters can range from an acquisition of a company engaged in offshore exploration and production to structuring an energy transition project like carbon capture. On the Hunton side, the calls would involve, in addition to myself, any necessary specialists, like tax or environmental specialists, and one or two associates. Revisions of documentation may follow—usually by a senior associate—which I would then review. We usually have one or two business development or thought leadership projects in process as well, so I will work on those too.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
I recommend learning basic legal skills and gaining an understanding of the industry. By basic legal skills I mean learning to write well and concisely, learning how the key transactional documents work, and gaining an understanding of the various bodies of law that affect oil and gas transactions—including not just oil and gas but also M&A, secured lending, and commercial contracting. There are great CLE courses that cover these areas, and of course, a new lawyer should seek out a skilled practitioner at his or her firm and find ways to get staffed on relevant deals. To help associates understand the industry, I recommend reading the major publications and following news about what oil and gas companies are doing and also attending as many conferences and CLE events as possible in person. There is no substitute for face-to-face contact with industry experts.
What do you like best about your practice area?
There is a lot to like about energy, oil, and gas. First, I like the industry itself and the people in it. It is a dynamic industry with lots of ups and downs, and the people who gravitate toward it tend to be dynamic, smart, friendly, and ambitious. Second, the energy industry is very broad from a practice perspective, and the legal challenges you have to solve require a correspondingly broad understanding of many areas, including oil and gas, real property, contracts, M&A, banking and finance, and bankruptcy.
What misconceptions exist about your practice area?
Many people think energy, oil, and gas lawyers spend most of their time addressing highly focused questions relating to title, commercial contracts, joint operating agreements, and commodities issues. In reality, we are deal lawyers who handle many of the same types of agreements and issues as corporate and M&A lawyers but within the context of oil and gas.
What is unique about your practice area at your firm?
The energy, oil, and gas practice at my firm benefited greatly from the merger a few years ago of Hunton & Williams LLP and Andrews Kurth Kenyon LLP. The Hunton side had long been a major player in power and renewables and had a nationally recognized practice in those areas, as well as in environmental law. Similarly, Andrews Kurth had a national reputation in oil and gas transactions and, in particular, capital markets and M&A. Putting these two practices together created a firm that is a market leader across the entire span of the energy industry, from traditional oil and gas to carbon capture and hydrogen and wind and solar.
What are some typical tasks that a junior lawyer would perform in this practice area?
A junior lawyer can expect to handle a variety of tasks. On an acquisition, a junior lawyer will perform due diligence on an acquisition target’s agreements and will help draft portions of the purchase and sale agreement as well as ancillary documents like assignments, corporate resolutions, and similar closing documents. A junior lawyer will also run a closing, keeping the closing checklist up to date and following up with the client on open matters. For first-of-a-kind transactions, as we have been seeing in energy transition projects, junior lawyers might pull analogous precedent from other transactions, review any industry articles on the type of project we are working on, and perform some basic research on new issues that may arise in the transaction. Junior lawyers will join client calls and negotiations and will take notes, which is great training to understand how the transactions work and eventually run the calls themselves.