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James R. Strawn

Counsel
+1.817.347.5034
Fax +1.817.347.5299
+1.713.815.7300
Fax +1.713.815.7301
Mr. Strawn is an attorney in the firm’s Oil, Gas & Resources practice group. Mr. Strawn’s primary areas of practice include:
  • U.S. and international oil and gas producing property acquisitions and divestitures.
  • U.S. and international exploration, production, marketing and midstream matters.
  • U.S. and international joint ventures, drillco agreements, joint participation arrangements, joint exploration and development agreements, oil and gas leasing, drilling agreements, master service agreements, materials procurement agreements, farmin and farmout agreements and joint operating agreements.

Mr. Strawn has over 35 years experience as an oil and gas attorney, focusing on all areas of the law relevant to the oil and gas exploration, production, marketing and processing business.

He has extensive experience in nearly every state that produces oil and gas, including among them Alaska, California, Colorado, Louisiana, Mississippi, New Mexico, Montana, Ohio, Oklahoma, Pennsylvania, North Dakota, and Wyoming, and offshore Gulf of Mexico. He has represented clients in international projects in Brazil, Peru, Indonesia and Thailand. He has served as in-house counsel for a major oil company’s division offices in Ventura California, Bradford Pennsylvania, Parkersburg West Virginia, Oklahoma City, Midland Texas and Hobbs New Mexico. As Associate General Counsel for an independent oil company, and as General Counsel for a private equity funded portfolio of oil and gas exploration and production companies, Mr. Strawn has provided upstream and midstream related legal services to these companies, including negotiating, drafting and documenting drilling, master service, midstream processing and production purchase and sale agreements, gathering and transportation agreements, creation, liquidation and restructuring of oil and gas companies, collateralized production loan financings, and a substantial volume of oil and gas property purchase and sale transactions.

Mr. Strawn has a good working knowledge of geology and engineering as a result of his study of geology in college and serving as an oil and gas administrative law judge his first years out of law school, where he presided over hundreds of court hearings and made decisions related to creation of drilling and spacing units, well cost design and determinations, drainage disputes, and disposal well integrity and well plugging integrity determinations. This knowledge was also relevant in serving as in-house counsel for the research and development department of a major oil company, where he reviewed and commented on R&D contracts, including those for design and fabrication of offshore production facilities.

Professional Background

Prior to joining the firm, Mr. Strawn spent the majority of his career as an in-house transactions attorney for Conoco and for twenty years at Pennzoil/Devon Energy. After leaving Devon, he has served as sole in-house counsel/general counsel for numerous private equity backed oil and gas related oil and gas exploration companies, drilling companies and service companies, and most recently was with the Fort Worth office of a national law firm. Mr. Strawn has extensive experience handling day to day oil and gas legal matters, including negotiating/drafting leases, JOA’s, drilling agreements, master service agreements, easements, gas sales, and gathering, transportation and processing agreements.

Achievements

  • Oklahoma Super Lawyer, Mergers and Acquisitions, Thomson Reuters, 2007

Professional/Civic Activities

  • Rocky Mountain Mineral Law Foundation
  • Oklahoma Mineral Lawyers Association
  • The Eugene Kuntz Conference on Natural Resources Law & Policy Planning Committee Member

Speaking Engagements

  •  “Primer for the Non-Operator under a Standard Joint Operating Agreement,” March, 2017, presented to multiple Non-Operator clients.
  • “Title Defect Issues in Upstream Acquisitions: Buyer Beware of Retained Acreage and Lease Expiration Clauses”, October 2017, Fort Worth Club Oil and Gas Seminar.
  • “Use of the Special Warranty in Oklahoma and Texas Oil and Gas Transactions,” presented at the 2016 Eugene Kuntz Conference on Natural Resources Law and Policy, and Dallas Bar Association in 2017.
  • “Oil and Gas Development, from Cradle to Grave” presented to WinU CLE, 2015
  • “Lower Gas Prices, Longer Laterals, and Modern Lease Clauses” presented to AAPL Texas Land Institute, 2012, and to the Eugene Kuntz Conference, 2012.
  • Moderator, Marcellus and Utica Midstream Infrastructure Summit, July, 2012.
  • Federal Oil and Gas Leasing and Development: Onshore, Offshore and Indian Lands.” Presented at the University of Oklahoma College of Law, April, 2005
  • “Oil and Gas Mergers and Acquisitions” presented at the 2003 Eugene Kuntz Conference on Natural Resources Law and Policy
Publications
  • “Use of the Special Warranty in Oklahoma and Texas Oil and Gas Transactions,” Oklahoma University College of Law Energy Law Journal, Spring, 2017.
  • “Acquiring Midstream Assets and Gas Agreements”, co-author, published in Law360, March, 2017.
  • “Confidentiality Agreements in Oil and Gas Transactions – “Beyond the Boilerplate”” published in the Oklahoma Bar Journal, May, 2005.
US Upstream Oil & Gas Property Transactions
  • Represented newly formed private equity funded company in negotiating, drafting and closing a $60 Million entry acquisition to acquire a Texas Permian Basin producing oil field from two separate companies. One transaction was a farmin with a Joint Operating Agreement, the other was a purchase and sale agreement, with a cooperation agreement covering facilities that would be jointly owned by the seller and buyer after closing. Legal services also included advising as to how to structure and design the transactions, and advising on title and environmental due diligence.
  • Represented newly formed private equity funded oil and gas exploration and production company in negotiating, drafting, documenting and closing a $40 Million East Texas producing oil and gas field from two separate companies. Both transactions were via purchase and sale agreements. Legal services also included advising as to how to structure and design the transactions, and advising on title and environmental due diligence.
  • Represented Fortune 100 oil and gas exploration and production company in negotiating, drafting, documenting and closing acquisition of multi-Billion dollar producing Texas Barnett Shale assets from single seller. Transaction also included negotiating, drafting, documenting and closing a gas gathering and connection “build to” option agreement with a third party pipeline company. Legal services also included advising as to how to structure and design the transactions, and advising on title due diligence.
  • Represented Fortune 500 oil and gas exploration and production company in negotiating, drafting, documenting and closing a $95 Million sale of East Texas Carthage and Haynesville producing oil and gas properties.
  • Represented Fortune 100 oil and gas exploration and production company in negotiating, drafting, documenting and closing a $260 Million sale of Texas Permian Basin producing oil and gas properties.
  • Represented Fortune 500 oil and gas exploration and production company as member of legal team in negotiating, drafting, documenting and closing mergers with four public oil companies with total target companies’ value of $14 Billion.
  • Represented Fortune 100 oil and gas exploration and production company in negotiating, drafting, documenting and closing multiple oil field sale transactions totaling $700 Million, including a $120 Million sale of oil and gas producing properties in the Pennsylvania and West Virginia Marcellus. Legal services also included advising as to how to structure and design the transactions, and advising on title and environmental due diligence.
  • Represented Fortune 500 oil and gas exploration and production company in negotiating, drafting, documenting and closing the following transactions:
    • 600,000 acre Raton Basin New Mexico coalbed methane gas exploration and joint development agreement;
    • 800,000 acre Raton Basin New Mexico oil and gas extraction and surface use agreement between surface owner and client oil and gas developer;
    • $150 Million Gulf of Mexico “Drillco” exploration and development agreement with British oil and gas company;
    • $65 Million Gulf of Mexico producing oil and gas property sale;
    • $62 Million Permian Basin Texas and New Mexico producing property sale;
    • $25 Million Permian Basin New Mexico producing property sale;
    • $75 Million sale of Gulf of Mexico producing properties to major oil company;
    • Confidential value sale of 800,000 acre ranch in New Mexico;
    • $1 Billion multi-state producing property acquisition from major oil company;
    • $55 Million Pennsylvania timber property sale; and
    • $43 Million sale of Section 29 tax credits to investment broker.
  • Represented newly formed private equity funded oil and gas exploration company in negotiating, drafting, documenting and closing $50 Million drilling joint venture in the Texas Permian Basin.
  • Represented oil and gas exploration and production company in New Mexico wildcat farm-in of Native American lease covering 35,000 acres.
  • Represented newly formed private equity funded oil and gas exploration company in negotiating, drafting, documenting and closing $108 Million acquisition in the Colorado Jepson area. Legal services also included advising as to how to structure and design the transactions, and advising on title and environmental due diligence.
  • Represented newly formed private equity funded oil and gas exploration company in negotiating, drafting, documenting and closing $40 Million acquisition of oil producing properties in the Texas Permian Basin from a distressed oil and gas company.
  • Represented various private equity funded oil and gas exploration companies in negotiating, drafting, documenting and closing the following transactions. Legal services also included advising as to how to structure and design the transactions, and advising on title and environmental due diligence.
    • $110 Million acquisition of producing oil and gas properties in multiple states.
    • $121 Million acquisition of producing oil and gas properties within Texas Permian.
    • $80 Million acquisition from distressed seller in the Texas Permian Basin.
    • $9.8 Million Acquisition of producing properties in the Texas Barnett Shale.
    • $10 Million sale to of producing properties in the West Virginia Marcellus Shale.
    • $55 Million acquisition of leasehold position in the Ohio Utica Shale.
    • $32 Million sale of producing and undeveloped Oklahoma Scoop and Stack oil and gas properties.
    • $30 Million North Dakota Bakken sale of producing and undeveloped oil and gas properties.
    • $439 Million sale of Colorado Rockies producing oil and gas properties.
    • $170 Million acquisition of Texas Permian Basin producing properties.
Other US Oil & Gas Related Transactions
  • Represented private equity funded oil and gas exploration and production company in negotiating, drafting, documenting and closing 25,000 acre Texas Permian Basin gathering, sale and processing (net-back) agreement, and similar agreements for the same company in Colorado, North Dakota and Wyoming
  • Represented private equity funded oil and gas exploration and production company in negotiating, drafting, documenting and closing 25,000 acre Texas Permian Basin oil purchase and trucking agreement.
  • Represented private equity funded oil and gas exploration and production company in forming gas processing company, and in negotiating, drafting, documenting and closing plant fabrication and operating agreements, and multiple related gas supply, purchase, and processing agreements.
  • Represented private equity funds and exploration and production company in acquiring sand prospective properties in Wisconsin and Minnesota. Representation included forming the company, designing transactions and negotiating, drafting, documenting and closing the transactions. Transactions included buying and leasing properties, acquisition of a rail spur for a unit train, acquisition of field buildings and warehouses using lease back arrangements, trucking arrangements, and wet plant and dry plant fabrication.
  • Represented frack sand production company in negotiating, drafting, documenting and closing agreements for frack sand sale, barge transportation, storage and transloading in Ohio, Pennsylvania and Texas.
  • Represented large interstate gasoline fuel supply and sale company in negotiating, drafting, documenting and closing rail terminaling and transloading agreements, and private (non-retail) fuel storage and pumping agreements.
  • Represented ethylene export terminal owner/operator in drafting and reviewing forms for storage, transfer and distribution of ethylene and easements and connection agreements for US based terminal.
  • Represented financing party in due diligence for their multi-million dollar loan and line of credit to fund startup oil company’s Utica and Marcellus producing and undeveloped property purchase and development program. Due diligence included review of area upstream and midstream development, proposed third party midstream infrastructure, general organization review including borrower company’s policies, procedures, staffing and systems, and method and sufficiency of rig, materials and service company procurement, and title and environmental, material contract and marketing due diligence.
  • Testified in Texas as an expert witness in the field of oil and gas transactions. Testimony covered interpretation of provisions in large Barnett Shale Joint Development or “Drillco” agreement and related Joint Operating Agreement.
  • Testified in West Virginia as an expert witness in oil and gas purchase and sale agreements. Testimony covered interpretation of a purchase and sale arrangement and broker agreement for Marcellus oil and gas producing properties.
  • Established and managed contract administration department for Fortune 100 and private equity funded portfolio oil and gas companies, primarily negotiating, drafting and tracking oil and gas master service agreements and related certificates of insurance.
  • Represented several oil and gas developers against multi-million dollar claims that their leases covering prospects expired for alleged failure to produce in paying quantities or meet continuous development deadlines.
  • Represented various oil and gas companies in greater than 100 hearings before state oil and gas regulatory agencies.
  • Represented private equity funded entity in starting a Texas Permian Basin drilling affiliate, including negotiating, drafting, documenting and closing three rig purchases, and drilling agreements between client and oil and gas developers as to such rigs. Also included negotiating and drafting materials procurement agreements related to dyed diesel, casing, tubing, drill bits, top drives and other necessary materials.
  • Represented private equity funded oil and gas exploration and production company in negotiating, drafting, and documenting multiple well flex-rig drilling rig contracts, and in at least one case, negotiating and documenting early termination of contract after commodity price collapse.
  • Represented a collection of oil and gas exploration, production, drilling and marketing investment entities funded through by US-based private equity fund manager, providing all legal services to the investment entities, including negotiating and drafting of drilling, master service, ISDA, GISB and NAESB agreements, processing and purchase and sale agreements, creation, liquidation and restructuring of oil and gas companies, credit and related bank group agreements, collateralized production loan financings, minutes, acquisition agreements for the purchase and sale of assets out of bankrupt estates and related documents, and purchase of producing property assets out of bankrupt estates.
International Oil & Gas Matters
  • Brazil. Represented US based Fortune 500 oil and gas company in consortium effort to explore offshore oil and gas concession in Brazil. Representation primarily covered negotiating and review of consortium related documents, concession agreement, and negotiation of operating agreement.
  • Peru. Represented US based Fortune 500 oil and gas company in due diligence, bid preparation and Peru based company formation to operate two major producing oil fields in Peru Talara Basin. This included preparing all related agreements for operating fields, including without limitation contracts with all necessary upstream and midstream service providers.
  • Indonesia. Represented US based Fortune 500 oil and gas exploration and production company in preparation for development of multiple offshore concessions in Indonesia.
  • Thailand. Represented private equity funded oil and gas exploration and development company in negotiating, drafting, documenting, closing and exploring for and developing natural gas reserves under large acreage position onshore central Thailand. Development included represented company’s acreage, and a large farm-in from a US based major oil company.
  • Canada. Represented US based Fortune 500 oil and gas company in $250 Million negotiating, drafting, documenting and closing acquisition of Canadian oil and gas exploration and production company. Represented affiliate of private equity funded company in requiring and development multimillion dollar position in Albert oil sands.