Jackson Walker In the News: Bankruptcy and M&A Undergo Changes; Texas’ Anti-SLAPP Law; Giving Back to the Community

January 6, 2020 | Mentions

July 2019

Matt Cavenaugh Forecasted Incoming Wave of Reorganizations in Energy

In a Reuters article exploring plunging numbers for U.S. shale oil production, bankruptcy partner Matthew D. Cavenaugh mentioned a wave of producer and service-company reorganizations set to occur in late summer.

A seasoned actor and former judicial law clerk, Matt understands the importance of communicating complex legal arguments with clarity and conviction – both in and out of court. In his practice, Matt regularly represents secured and unsecured creditors, debtors, Chapter 11 and Chapter 7 trustees, third-party purchasers, and other interest holders in a wide variety of insolvency and restructuring matters. He also has experience representing third-party purchasers of assets through Chapter 11 reorganizations, including oil & gas and intellectual property assets.

Stephanie Chandler on the Changing M&A Landscape for Family-Owned Businesses

Following the sale of C.H. Guenther and Whataburger, The Texas Lawbook sought insights from Stephanie L. Chandler on the rising number of mergers and acquisitions involving family-owned businesses based in Texas.

“In both of those transactions, the companies had very good longstanding professional management teams supporting the family owners, who are looking for relationships with funds so their companies can grow and keep their employees employed,” she noted.

For more information, view “Mergermarket: Texas M&A Plummeted in H1 2019.”

Outside of her role as Chair of the San Antonio Corporate & Securities practice, Stephanie partners with her clients to help them found, grow, and sell their businesses. Stephanie has a track record of working with clients from the earliest stages of their development through significant liquidity events, typically in the role of outside general counsel managing the legal issues related to each growth stage.

Jeff Drummond Report on Patient Privacy

In the July 2019 edition of Report on Patient Privacy, Healthcare partner Jeffery P. Drummond, a member of its Editorial Advisory Board, shared insights following the HHS Office for Civil Rights’ announcement that it would drop the annual cap for all but the most serious violations.

“Even with the drop, the fines will still be potentially crippling to a small business. Organizations should be compliant anyway because it’s better for their business even if they only get a small fine,” Jeff noted. “Even if there were no HIPAA fines, there’s still the possibility of state law actions.”

For example, Anthem paid $115 million to end a class action suit after suffering a prominent breach.

“It’s really bad for a healthcare business’ reputation to be considered to be lax with patients’ privacy. Anyone who thinks lower fines from OCR is a ‘get out of jail free’ card is missing the point entirely,” he added.

With OCR settled on using big, headline-producing fines to enforce HIPAA compliance, covered entities know that the likelihood of getting fined is very small, which breeds complacency. To combat this “roll the dice and hope for the best” attitude, Jeff suggests a “speed-trap strategy” where OCR could conduct many, more cursory investigations and impose more fines that would lead all entities to abide by HIPAA.

For more insights, view “Deterrent Effect of OCR Fines Unknown; Expert Advises Against ‘Rolling the Dice’” published in Report on Patient Privacy Vol. 19, No. 7.

In his practice, Jeff represents hospitals, physicians, laboratories, surgery centers, and other healthcare providers in transactional and regulatory matters. He is best known for his experience in HIPAA and medical record privacy, as well as other data privacy and security issues. Since 2002, Jeff has written a weblog on HIPAA matters at hipaablog.blogspot.com, and he regularly tweets about HIPAA @JeffDrummond. In recognition of his practice, Jeff has been recognized among The Best Lawyers in America in the area of Healthcare Law since 2018 and has been ranked in Texas for Healthcare by Chambers USA: America’s Leading Lawyers for Business.

John Hays Mentioned in ‘Wall Street Journal’

The Wall Street Journal quoted a statement John R. Hays, Jr. made at a Texas Railroad Commission hearing regarding shale producer Exco Resources Inc.’s request to flare nearly all of the gas produced by a group of South Texas wells.

“It just doesn’t feel right, quite frankly, to have a standard that says, any time there’s an application, you get an exception. Then why have the statute in the first place?”

Read more at “Texas Showdown Flares Up Over Natural-Gas Waste.”

Joe Regan Shares His Connection With The WARM Place

Leading up to the 30th anniversary celebration of The WARM Place, 360 West Magazine featured Fort Worth partner Joseph P. Regan’s experience with the nonprofit, for which he serves as president of the Board of Directors.

Founded in 1989 to help children with the grieving process, The WARM Place provides year-round grief support services to children ages 3 ½ to 18 and their families, as well as to young adults ages 19 to 25, who have lost a loved one. Since its inception, more than 38,000 children and their families have benefited from its peer support grief groups.

Joe first became involved with The WARM Place following the death of his brother in 2005. Having lost his father at the age of 9, Joe was able to see how deeply his brother’s death had affected his young niece and nephew. Driven to help other grieving children, he joined as a facilitator.

“It became very personal, but helped me become more in tune with the children in my group.”

Since then, Joe has increased his involvement to serve on the Board of Directors, and in 2018, he was named Board President.

Joe’s story can be found at “Joe Regan Joins The WARM Place in Celebrating 30th Anniversary at A Cool Night by Candlelight” and 360 West Magazine’s “Hope Lives Here.”

Bruce Ruzinsky on Trouble in Upstream Energy

As several oil and gas upstream companies reported bankruptcies and delisting notices from stock exchanges, Bruce J. Ruzinsky was quoted in the Houston Business Journal about the problems these companies face, including weak commodity prices and shifting investor demands.

On the growing number of companies filing for bankruptcy in Houston, Bruce said: “The speed that cases get dealt with, the thoroughness, the availability of courts to hear things on short notice, all of that contributes more to cases staying local than going out of state. As a local bankruptcy lawyer here in Houston, I appreciate being able to walk down to the courthouse rather than take a plane or two to get there.”

For more information, view the Houston Business Journal’s “Why so many upstream energy cos. are having trouble — and why more might file for bankruptcy.”

In his practice, Bruce represents financial institutions, corporations, and other business entities in workout/restructure efforts, chapter bankruptcy proceedings, and litigation. For over 30 years, he has represented creditors, creditors’ committees, trustees, debtors, landlords, and asset purchasers in various industries and business environments, including energy, real estate, healthcare, shipping, manufacturing, transportation, retail, entertainment, wholesale produce, and personal services.


August 2019

Liz Freeman on Signs of Incoming Surge of Texas Bankruptcies and Reorganizations

After seeing a drop in Chapter 11 restructuring petitions submitted during the first half of 2019, The Texas Lawbook featured insights from our partner Elizabeth Carol Freeman on specific signs that a surge of business bankruptcies and reorganizations is heading toward Texas.

“Another wave of business bankruptcies is on the way,” Liz said. “We were just recently retained in three new cases. There’s a lot of debt, a lot of notes signed in the early and mid-2000s that are coming due.”

For more insights, view “Corporate Bankruptcies: ‘Calm before the Storm’ in TX.”

With over 20 years of experience with out-of-court workouts and complex bankruptcy and reorganization matters, Liz assists clients with workouts of distressed loans, including the negotiation of amend and extend agreements. Prior to joining Jackson Walker, Liz served for six years as law clerk to Judge David R. Jones, Chief Bankruptcy Judge for the United States Bankruptcy Court for the Southern District of Texas. She is Board Certified in Business Bankruptcy Law by the Texas Board of Legal Specialization.

John Ransom Featured in ‘Houston Business Journal’ Discussing Opportunity Zones

In a Houston Business Journal covering CREW Houston’s August luncheon panel, Tax partner John M. Ransom was featured discussing the tax benefits and potential pitfalls of investing in opportunity zones.

This new economic price support, which was added to the tax code by the Tax Cuts and Jobs Act in December 2017, is a bipartisan effort designed to enhance property value and stimulate job creation in distressed communities through tax deferral and gain exclusion.

“If you’re going to make one of these kinds of investments, you really need to pay attention to the details,” John noted during the panel discussion. “This program is a tax lawyer or tax accountant’s dream.”

To explore the increasingly popular and complex topic of opportunity zones, read “‘Houston Chronicle’ Features John Ransom Explaining Qualified Opportunity Zones in “Looped In” Podcast.” The Houston Business Journal’s coverage of the panel discussion can be found at “Opportunity Zone program’s tax benefits are huge. But it might require doing business differently, panel says.”

John chairs the Corporate & Securities practice in the Houston office. An experienced legal advisor and inactive Certified Public Accountant (CPA), John advises clients on various legal matters, including tax, mergers, acquisitions, financings, and management equity incentives. His practice experience involves counsel for closely held companies and their owners within the fields of manufacturing, services and distribution, aviation, and real estate, as well as tax counsel for oil and gas sector transactions. Since 2005, he has been recognized among The Best Lawyers in America in the area of Tax Law. He is a frequent author and speaker on business, tax affairs, and qualified opportunity fund investments.

Paul Watler on Texas’ Anti-SLAPP Law

During the 2019 Texas Legislative session, state lawmakers made attorney fee awards discretionary under the Texas Citizens Participation Act (TCPA) and Texas Rule of Civil Procedure 91(a), which both allow litigants to seek early exits from court fights.

In his interview with Law360, Dallas partner Paul C. Watler mentioned lawmakers’ decision to outlaw the use of the Texas Citizens Participation Act in trade secret disputes, employment disputes, government enforcement actions, and common law fraud cases. He noted: “In all of those areas, in the years since the TCPA was enacted, you saw sort of a mission creep taking place. The bill as passed does strike that balance in reining in what were the unintended consequences but preserving what it was originally intended to do. I think in cases that everyone recognizes are certainly free speech cases, it’s still going to have significant utility.”

The amendments went into effect on September 1, 2019.

Prior to the effective date, the U.S. Fifth Circuit Court of Appeals unanimously ruled that Texas anti-SLAPP rules and procedures cannot be applied in federal court. In response, The Texas Lawbook sought reactions from media attorneys.

“The Fifth Circuit had been telegraphing this decision for some time, but they never seemed to have the right case to do so,” Paul said.

For more information, read Law360’s “Texas Legislative Moves To Know: Midyear Report” and The Texas Lawbook’s “Fifth Circuit Slaps Down TCPA Use in Federal Court.” Details about the TCPA can be found on the Texas State Legislature page for HB 2730.

Paul is a board-certified Texas civil trial lawyer widely recognized for First Amendment, media law, and “bet-the-company” commercial cases. He has successfully represented numerous newspapers, television stations, media companies, websites, and journalists in libel, anti-SLAPP (Texas Citizens Participation Act), public information, invasion of privacy, copyright, news gathering, and commercial lawsuits. Since 1995, Paul has been among a select few attorneys recognized in The Best Lawyers in America for Bet–the–Company Litigation, Commercial Litigation, First Amendment Law, Litigation – First Amendment, and Media Law.


September 2019

Pam Madere Discusses Plans for a San Marcos Apartment Complex

As developers seek to build a 372-unit apartment complex east of I-35, the Austin Business Journal featured insights from Austin partner Pamela Madere on plans for the development called the Reserves at San Marcos.

“We really are very excited about this project,” Pam said. “We think it’s a great location with the proximity to schools.”

On September 3, 2019, the San Marcos City Council passed a resolution providing no objection to the project. With the necessary approval met, the development team has applied to the Texas Department of Housing and Community Affairs for low income housing tax credits, which are a critical financing mechanism to build affordable housing. Also, the developers agreed to provide shuttle access to obtain groceries and medical services.

Pam noted: “It’s important to us to be collaborative with the Council and the community. It’s better for the Capital Area Rural Transportation System to serve that area of town. We want to provide our residents with a shuttle service so that they can access grocery stores that the rest of the community enjoys.”

The full article can be found at “372-unit apartment project planned in San Marcos.”

A real estate and land use attorney, Pam develops strategies for clients dealing with real estate contracts, zoning, subdivisions, site plans, development permits, development agreements, easements, condemnation, Municipal Utility Districts, environmental matters, water and wastewater regulations, and traffic issues.  In addition to her practice, Pam currently serves as General Counsel for the Greater Austin Chamber of Commerce, Immediate Past Chair of the Real Estate Council of Austin, Immediate Past President of the Texas Association of Defense Counsel, and Past President of the Central Texas Commercial Association of Realtors.

‘Hart Energy’ Quotes Ben Rhem on EPA’s Proposed Updates

On August 28, 2019, the U.S. Environmental Protection Agency (EPA) proposed policy amendments to the 2012 and 2016 New Source Performance Standards (NSPS) for the Oil and Natural Gas Industry. As EPA sought public comment, Hart Energy featured insights from Benjamin R. Rhem on the latest action, the oil and gas industry’s response, and what to expect.

“Typically, you see industries that are pretty unified on these types of rulemakings, but here it seems to be a unique situation,” Ben said. “There are folks within the oil and gas industry on both sides of the fence on this particular rulemaking. Some just want to move forward with the rules as they are and not make those changes. Others think that the methane emissions requirements are burdensome and intrusive.”

He also noted: “It takes a long time just to go through the rulemaking process and even if they do get finalized they can be subject to litigation. Depending on how far up the litigation goes, whether it’s going to the federal circuit courts or up to the Supreme Court, that can take years so it certainly can go past the end of President Trump’s first term.”

For details, view “Ben Rhem Weighs in on EPA’s Proposed Updates to New Source Performance Standards for the Oil and Natural Gas Industry” and Hart Energy’s “EPA’s Methane Emission Proposal Fuels Oil And Gas Uncertainty.”

Ben advises clients in the power generation, oil and gas, and mining industries regarding compliance with federal and state environmental laws. He works regularly before the Texas Commission on Environmental Quality and the United States Environmental Protection Agency. Ben’s practice also extends beyond environmental law, as he assists clients dealing with regulatory issues before Federal Energy Regulatory Commission, Pipeline and Hazardous Materials Safety Administration, the Railroad Commission of Texas, and Mine Safety and Health Administration.


December 2019

James McFall Gives Back Through Windcrest/Northeast Bridge Builders

Five years ago, our associate James Carlos McFall and four former Roosevelt High School athletes came together to create the Windcrest/Northeast Bridge Builders, a nonprofit aimed at bringing the San Antonio community together and helping students strive for and achieve academic, social, and professional success.

In a Spectrum News San Antonio feature on the WNE Bridge Builders’ holiday food drive, James shared what led to the nonprofit’s creation: “San Antonio is a very diverse community socioeconomically, racially, politically. When we grew up, it was very tight-knit, and we’ve seen a lot of that deteriorate over the years.”

View the Spectrum News video and article at “Former High School Football Players Giving Back to San Antonio Neighborhood.” To explore the Bridge Builders’ story, visit “James McFall Rallies Support for Windcrest/Northeast Bridge Builders Golf Classic and Scholarship Contest in ‘San Antonio Living’ Interview.”

In his practice, James focuses on complex commercial, media, and construction litigation, including cases of alleged fraud, tortious interference, breach of contract, breach of fiduciary duty, and theft of trade secrets. James also has significant experience representing large national banks and other financial institutions in a variety of matters, including multimillion-dollar disputes. In addition to serving as a Board Member of the WNE Bridge Builders, James volunteers his time with the American Bar Association’s First Amendment and Media Law Diversity Moot Court Competition and Kids-U.