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WORLD MAP HARVASTING & HOLDING ENERGY POWER & WATER ENERGY OIL & GAS EXPLORATION LAND OIL & GAS EXPLORATION / PRODUCTION SEA OIL REFINERY CRUDE OIL NATURAL GAS COMBINED CYCLE POWER PLANT ELECTRCIAL POWER TRANSMISSION HOUSTON DUBAI RIYADH DHAKA
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Sam Whitley, Legal Advisor
Samuel E. Whitley is the corporate and securities law partner of Whitley LLP Attorneys at Law. The Firm represents businesses worldwide in various industries, including technology, energy, real estate, manufacturing, financial services, and private equity. The Firm serves its clients in the areas of corporate and securities law, commercial litigation, mergers and acquisitions, and intellectual property. Mr. Whitley represents several publicly traded companies and investment companies. Mr. Whitley’s work focuses on public and private securities offerings, preparation of reports filed with the Securities and Exchange Commission, and serving as outside general counsel to public and private companies. He also represents several venture capital funds and business development companies. Mr. Whitley also handles mergers and acquisitions of private and public companies, including reverse mergers. Prepared public and private securities offerings for companies in the advertising, energy, mining, financial services, wholesale, and retail sectors. Advised on mergers, acquisitions, spin-offs, and securities law compliance obligations for publicly traded companies in the energy, technology, financial services, distribution, and mining industries. Represented consumer finance company in creating investment company structure and initial public offering. Formed private equity funds specializing in venture capital, distressed real estate, energy trading, global macroeconomic strategies, and funds-of-funds. Advised investor consortium on creation of $1.3 billion buyout fund for acquisition of Fortune 500 energy company. Served as outside general counsel for publicly traded technology firm, preparing securities filings, advising on spin-offs, sales of business lines, acquisitions, secondary offerings, and investigating incidents of corporate malfeasance. Served as outside general counsel for publicly traded energy company, preparing securities filings, advising on spin-offs, sales of business lines, acquisitions, foreign stock exchange listings, and general contract and corporate matters. Advised publicly traded energy company on acquisition of target company with $105 million in revenue. Served as outside general counsel to publicly traded real estate company, preparing securities filings, reviewing purchase agreements, advising on federal tax issues, and negotiating acquisitions of other real estate companies. Served as outside general counsel for publicly traded multinational petroleum exploration and production company, preparing securities filings, reviewing operational agreements, and advising on SEC enforcement inquiry. Negotiated investments by venture capital fund in portfolio companies. Represented private companies in the manufacturing and international food and beverage distribution industries in reverse mergers/takeovers. Prepared complete business plan and corporate structure (including private securities offering, distribution plan, and initial public offering) for business development companies investing in the technology, real estate, and oilfield services industries. Advised integrated energy company on spinoff of its exploration and production unit. Prepared annual reports, quarterly reports, current reports, proxy statements, and information statements for publicly traded companies in the energy, defense, and technology industries. Restructured equity of publicly traded energy company to facilitate further financings by investment group. Investigated incidents of corporate malfeasance at publicly traded technology firm and advised on appropriate response under federal securities and criminal laws. Negotiated terms of $20 million public offering for diversified services company. Advised technology company and shareholders on conversion of debt under Rule 144. Prepared complete business plan and corporate structure for agricultural property real estate investment trust. Represented regional restaurant chain in Fair Labor Standards Act investigation and compliance. Advised real estate development group on formation of business development company. Advised Internet-based small business lender on formation of business development company. Advised nationwide financial services and consumer products sales conglomerate on public stock repurchase program. Prepared current and periodic reports for nationwide financial services and consumer products sales conglomerate. Represented registered investment advisers in regulatory investigations and establishment of private investment funds. Represented venture capital company in securities issues of publicly traded portfolio companies. Advised venture capital firm on terms of financing to portfolio companies. Represented publicly traded defense contractor on general corporate and securities law issues, including preparation of securities filings, implementation of employee stock option programs, and private securities offerings. Represented broker-dealer in creating new international investment fund for Hispanic immigrant investors. Represented foreign investor group in establishing U.S. investment company. Advised financial services firm on securities registration and broker-dealer registration requirements, USA PATRIOT Act compliance obligations, and other legal issues relating to investment of remittances from U.S. in foreign securities. Structured Peruvian real estate investment fund, with emphasis on international tax issues, corporate structure, and business concept and planning. Represented foreign investor group in evaluating investment in U.S. commodity trading business. Corporate Advised entertainment company on $1.6 billion equity and debt financing, joint venture agreements, corporate governance, real estate acquisitions, and general contract matters. Represented oilfield products and pipeline manufacturer in multimillion-dollar asset sale. Represented multinational oilfield services company in general contract and employment matters. Represented petroleum equipment manufacturer in corporate restructuring and asset purchase. Restructured debt and operations of regional real estate development company. Reorganized corporate structure and compensation arrangements of major regional auditing firm. Prepared international licensing arrangement for manufacturer of offshore petroleum technology. Represented U.S. beverage company in acquisition of assets in Brazil and establishment of Brazilian joint venture. Reorganized capital structure of regional medical group. Created complete legal and business structure for Internet-based consumer lender. Prepared true sale and bankruptcy non-consolidation opinion for closed-end mutual fund. Advised consumer finance company on corporate structure and licensing issues. Represented Bolivian timber investment management organization on U.S. and foreign tax issues, corporate structure, and business concept and planning. Created innovative financing program for regional real estate developer. Prepared independent sales representation agreements for nationwide medical device distributor. Advised nationwide medical device distributor on commercial bribery issues under the Robinson-Patman Act. Advised local entertainment provider on asset sale of business. Created plan for private label credit issuance for consumer purchases for consumer products retailer. Advised international manufacturers’ representation firm on financing sales of client company products to customers abroad. Prepared consulting agreements for international consulting firm. Prepared sales representation agreements for international manufacturers’ representation firm. Advised diversified services company on operational, financial, and legal issues related to the introduction of new products and services. Prepared complete legal and operational plan for Internet-based small business lender. Negotiated commercial real estate leases for companies in the entertainment, education, and oilfield services sectors. Advised commercial loan brokerage company on financial privacy laws and methods to secure payment of commission. Prepared contracts with customers and brokers for commercial loan brokerage company. Conducted rigorous analysis of all aspects of national bank operations for review by top management and Board of Directors. Advised national bank on probable regulatory actions following director malfeasance and recommended response. Investigated risk management procedures and government securities trading operations at national bank. Investigated and reported to board of directors of national bank regarding alleged corporate fraud and wrongdoing. Advised environmental products and services firm in asset purchase from competitor. Negotiated software licenses for multinational software developer. Registered trademarks for international joint venture in the beverage industry. Implemented employee buyout of executive search firm. Advised consumer products retailer on financing of products in the U.S. for use abroad.
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