James Cowen

Practice Areas

James Cowen represents public and private companies, boards of directors and special committees, and individuals in a variety of corporate, securities and finance matters. He also serves as Co-Managing Partner – Administrative Affairs, focusing on the management and administration of the Firm’s internal affairs.

His practice includes public and private offerings of equity and debt securities, mergers & acquisitions, joint ventures, strategic partnerships, project development and finance, securities law compliance, reorganizations & restructurings, corporate governance, executive employment agreements and compensation, and general corporate and commercial matters.

James represents clients in the energy (upstream, midstream, downstream, renewables and oil field services), technology, healthcare, infrastructure and construction, and manufacturing and distribution industries. He also represents investment banking firms, investors, and indenture trustees in capital markets transactions.

Professional Memberships

State Bar of Texas, Business Law and Corporate Counsel Sections, Member

American Bar Association, Business Law Section, Member

Texas Bar Foundation, Fellow

Houston Bar Association, Mergers and Acquisitions Section, Chair (2013-2014); Treasurer (2012-2013)

Career

Prior to and while attending law school, James worked as an aerospace engineer and software developer for a NASA subcontractor, Unisys, where his responsibilities included developing and maintaining software for the space shuttle program, and then as a software development consultant for an oilfield services company.

Publications

Alert "SBA Issues Guidance on PPP Borrower Changes of Ownership"

10.06.2020

Experience

Capital Markets:

● Diversified energy company regarding its $100 million common

stock rights offering.

● Underwriters of an exploration and production company's $250

Million IPO focused on exploration, acquisition, and development

of oil and natural gas resources in the Eagle Ford shale.

● High yield offerings of debt securities pursuant to Rule 144A for

publicly held companies in the energy and pharmaceutical

industries, including subsequent registration with the SEC.

● Public debt exchange offers and consent solicitations for publicly

held companies in the energy industry.

● Public offerings of equity and debt securities for companies in the

energy and pharmaceutical industries.

● Representation of underwriters in IPOs and follow-on public

offerings of equity securities by companies in the energy industry.

Mergers & Acquisitions:

● Diversified energy company in acquiring a refinery and related storage, logistics, and retail assets in Hawaii

for $400 million.

● Exploration and production company in its $193 million acquisition of Gulf of Mexico producing assets and

related $200 senior note offering.

● Independent energy company in completing a $3.2 billion joint venture with an energy producer in the

Marcellus Shale.

● Diversified energy company in acquiring a transportation and trading business.

● Oilfield services company in its acquisition of subsidiaries of a privately held oilfield services company.

● Simultaneous acquisitions of numerous companies in “roll up” transactions for new entities.

Corporate Finance and General Corporate Advice:

● Establishment of shareholder rights agreements, or “poison pills” for publicly held companies.

● Private placements for publicly and privately-held companies in the energy, information technology, and

telecommunications industries.

● Venture capital financings for privately held companies in the information technology industry.

● On-going representation of publicly held companies with respect to corporate governance, equity

compensation, SEC reporting, and compliance matters.

● Establishment of universal shelf registrations for publicly held companies.

Education

Awards