The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Parker A. Lee, Partner—Corporate
Parker advises clients on domestic and international oil and gas, power, water, petrochemical and infrastructure M&A, project development, and joint venture transactions. In addition to advising on the full suite of transaction documents, Parker routinely works with clients on complex commercial contracts, such as joint operating; joint development; gathering; processing; transportation; terminaling; oil and gas purchase; offtake; master services; operation and maintenance (O&M); and engineering, procurement, and construction (EPC) agreements. He received his J.D. from SMU Dedman School of Law, cum laude, where he served as a staff editor and external affairs director for the SMU Science & Technology Law Review in 2010. Parker earned his B.B.A. from The University of Texas in 2006 and his B.A. from The University of Texas in 2006. He is licensed in New York and Texas.
Parker’s publications include,
• Author, “Tools For Energy And Infrastructure Minority Partners: Part 2,” Law360, September 24, 2019
• Author, “Tools For Energy And Infrastructure Minority Partners: Part 1,” Law360, September 23, 2019
• Author, “What to Expect in Gulf of Mexico Drilling in 2014,” Houston Business Journal, December 2013
• Author, “Worldwide Workforce: Labor Challenges in Emerging Market Energy Projects,” Risk Management Magazine, September 2013
Describe your practice area and what it entails.
My practice area is corporate and commercial transactions in the energy industry. This includes M&A, joint ventures, commercial contracts, and related strategic transactions for clients in the oil and gas, petrochemical, water, power, and heavy infrastructure space.
What types of clients do you represent?
Our practice group typically represents oil and gas companies of all shapes and sizes (supermajors to newly formed private companies), including upstream exploration and production companies, midstream transportation, processing and storage companies, and downstream refining companies. Power and petrochemical project developers also make up a large portion of our client base. We also routinely represent commodities trading houses, private equity funds, hedge funds, infrastructure funds, family offices, and asset management divisions of corporate banks in their roles as strategic investors in the energy industry.
What types of cases/deals do you work on?
We help clients buy or sell assets and/or companies in M&A transactions. We help them prepare all of the agreements for joint ventures and partnerships. We help them negotiate and execute large-scale commercial contracts. In addition to advising clients on the legal documents themselves, we participate in strategy and structuring discussions with them along the way to provide insight into prior examples we have worked on and to highlight legal issues to consider. During this process, we spend a lot of time trying to understand our clients’ businesses and how the particular transaction fits the clients’ business strategies so that we can appropriately tailor our advice, negotiation, and document drafting to fit their very specific needs.
How did you choose this practice area?
I wanted to work in a global, asset-heavy industry because I like all of the economic and geopolitical pieces that come with that, and my brain works better with tactile items, so I was naturally drawn to the energy industry. I had previously done some investment banking work, and I liked the advisory side of things, so I knew I wanted to do transactional work instead of litigation. Having an industry focus (as opposed to a “product” focus) is appealing to me because I get to work on different types of deals within the same industry and, as a result, develop a deep understanding of all facets of the energy world. The people you work with in the energy industry are also amazing and run the gamut from true wildcatter/oilmen types to very buttoned-up white collar investors. That makes our role a bit more challenging but also much more fun.
What is a typical day like and/or what are some common tasks you perform?
Most days begin with catching up on overnight and early-morning emails and making sure that any urgent needs resulting from those are being handled, either by myself or someone on our team. There is also usually a morning call or two with a client to discuss the status of a particular transaction or a document that we are negotiating. The rest of the day tends to be very different depending on the day. Sometimes, we will have a longer meeting or call with a client or with opposing counsel to negotiate an agreement. Sometimes, I will set aside a few hours to focus on drafting a particular agreement or reviewing a draft of an agreement from opposing counsel. And as a partner, I also spend a lot of time discussing strategy regarding a particular workload with other partners and associates within the firm. I am often reviewing revised drafts that have been prepared internally and subsequently distributing those to our client for review. We also try to devote at least some portion of the day to business development and thinking about new clients who we want to work with and additional work we want to do with current clients. This often includes lunches or maybe evening events with those clients, trying to get to know them and their businesses better in addition to letting them know about us.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Basic transactional law skills are the building blocks for any “deal lawyer,” regardless of industry. So I think that is where people should start; take as many transactional law classes in law school as you can (but not at the expense of the core law classes). After that, I think reading about the energy industry is crucial and talking to people in the industry as well. In particular, talking to engineers and scientists, in addition to finance professionals, is critical. Just ask basic questions, and then be quiet and listen. For someone who wants to specialize in upstream oil and gas work, being a landman is incredible training. That provides an understanding of real property/title that is crucial to upstream oil and gas work. For those that attend a law school that offers oil and gas courses, I highly recommend taking those. In addition to putting one ahead of the learning curve on related applicable law, an oil and gas course also provides help with getting familiar with energy terminology, practices, and procedures.
I also highly recommend reading about all facets of the energy industry, not just one particular vertical. Understanding how oil and gas, renewables, power, and even mining all work together is very important to be a good long-term strategic advisor.
What do you like best about your practice area?
My favorite aspect of practicing energy transactional law is getting to know our clients and learning about their respective businesses. We get to work with very interesting people from all different parts of the industry, from engineers to financial investors to in-house company counsel. And we really do have clients from all sides of the industry. The substantial majority of them are very friendly, bright, and respectful people who are a pleasure to work with. I feel like I am always learning something new and meeting new people, which is an incredible added bonus to the day-to-day aspect of being a transactional lawyer.
What misconceptions exist about your practice area?
This is really an observation about the oil and gas industry as a whole, but one big misconception is that oil and gas companies and professionals don’t know or don’t care about climate change. My experience has been completely the opposite. In fact, a number of our oil and gas clients are on the forefront of developing climate-friendly businesses on a parallel track with more traditional fossil fuel businesses. As people who are invested in the energy industry for the long term, our clients want to win today and win 20 years from now, and most of them have a very deep and thorough understanding of the real, scientifically backed aspects of climate change and the real, scientifically backed risks of fossil fuel production, transportation, and consumption. They are building new businesses to address those risks. And we, as their commercial lawyers, have to be well versed in those factors too. So we spend a lot of time with our environmental and regulatory attorneys and advisors to understand the environmental impacts that our clients are having and how that landscape is changing. We, and the large majority of our clients, realize that it is in everyone’s interests to properly understand climate change and to help shape the energy industry accordingly.
What is unique about your practice area at your firm?
One thing that is unique about our Energy/Oil and Gas group is that we are both project managers and technical advisors at the same time. Meaning that on most deals, we are the direct link with the client and are managing the transaction from the initial letter of intent to preparation of the purchase and sale agreement to the final distribution of closing sets, and we are interacting with various different lawyers with different focuses within the firm along the way (e.g., finance, environmental, bankruptcy, and insurance lawyers). But then in some deals that are more corporate or capital-markets focused, we are the technical oil and gas lawyers brought in to advise on a piece of the deal. While I personally prefer to be on the project management side, it is also interesting to be on the technical advisor side, as it requires you to be very sharp and up to speed on the current market environment. In addition, this helps you to stay busy when your traditional clients may not have live transactions going on.
I think being an energy lawyer in the future will mean being comfortable doing traditional oil and gas deals one day and then renewables or new-age energy technology deals the next. As the energy business changes over the next few decades, successful energy lawyers will need to be nimble and adapt with their clients as they continue to manage traditional fossil fuel businesses but also embrace newer forms of energy production and transportation. From a deal lawyer’s perspective, I think this will mean learning more about new technologies, but also learning how to deal with new market entrants from the financial and strategic sides and newer types of investment structures and partnerships. I would also note that the last two decades have seen the United States go from a minor player in the energy world to the dominant figure, so much of the focus has been domestic. I could see growth in the international piece of our business as other countries seek to import some of that market expertise into their own parts of the world, but that will—of course—be heavily dependent upon energy and environmental policy in each country.