Charles E. Harrell
Charles Harrell is a widely respected corporate attorney with decades of experience in complex transactions, including mergers and acquisitions, cross-border matters, finance, and capital markets. His clients range from technology, healthcare, and energy startups to mid-market businesses and Fortune 100 companies. He also counsels board committees on matters of corporate governance, strategy, and regulatory compliance.
With an entrepreneurial history and experience as a CPA, Charles guides clients through all phases of the corporate cycle, including advising on angel and venture capital funding, opportunities for growth and sustainability, defining formation structures, and maximizing value propositions. Whether leading the legal team for multinational conglomerates or working one-on-one with small companies to become first-movers in emerging markets, he develops creative solutions to help each client achieve their objectives.
Charles has served as counsel to both buyers and sellers in multibillion-dollar M&A transactions in the energy, telecommunications, healthcare, and technology sectors. He also serves as company and lender counsel in restructurings, recapitalizations, and leveraged recapitalizations. Additionally, Charles advises public companies on matters involving stock options, insider trading, and compensation, and on compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Foreign Corrupt Practices Act, the Sarbanes-Oxley Act, and the Hart-Scott-Rodino Act.
B.B.A., University of Texas at Austin
J.D., St. Mary’s University School of Law
Certified Public Accountant
Mergers and Acquisitions
- Represented Staminus Communications, a leader in DDoS mitigation services, in connection with its sale to Stack Path, LLC, a private equity-backed platform formed by ABRY Partners
- Represented an undisclosed international purchaser in connection with its $800 million acquisition of petroleum and refining assets from a Fortune 100 company
- Represented NuCoastal Thailand Ltd. in connection with its reverse merger with Petroworld Corp. on the London AIM and Toronto TSX-V exchanges (now Coastal Energy Co.)
- Represented Sonterra Resources Inc. (now Velocity Energy Inc.) in connection with a leveraged recapitalization with the Longview Marquis Master Fund L.P.
- Represented Carlton Global Resources in its $26 million leveraged refinancing with Main Street Capital and D.E. Shaw
- Represented Preferred Unlimited in its structuring and arranging of Golden Gate Capital’s $350 million acquisition of U.S. Silica
- Represented Health Professional Advocates in connection with development and implementation of financing and investment structures for hundreds of physician and dental practices
- Represented an investor group in connection with the development of a $41 million water park in Corpus Christi, Texas, which is part of a $552 million master plan for hotels, condos, a marina, and an extended canal system
- Represented Canaccord/Genuity in connection with a $100 million financing for Endeavor International Corp.
- Represented two mining-related companies in connection with a $105 million leveraged recapitalization transaction in which proceeds of the loan were used to pay off an existing credit agreement and to recapitalize existing and new operating segments
- Represented Diamond Offshore Drilling, Inc. as issuer in connection with two $250 million capital markets senior debt offerings and related securities filings
- Represented Quanta Services, Inc. as borrower in connection with a $300 million senior secured credit facility
- Represented Diamond Offshore Drilling, Inc. as borrower in connection with a $285 million revolving credit agreement
- Represented Bank of Montreal in connection with two loan syndicates in the TXCO Resources bankruptcy case
- Represented Enron Corp. in connection with numerous Section 363 asset sales in its bankruptcy case
- Represented SBC Communications Inc. (now AT&T Inc.) in the restructuring of its joint-venture partnership in Mexico with Alestra, S.A. de C.V.
- Represented Coastal Energy Co. in numerous cross-border financings and in connection with a financing secured by a Panamanian ship mortgage
- Represented KS Energy Services Ltd. in its $52 million restructuring and subsequent divestiture of its assets in the United States
- Represented Alestra, S.A. de C.V. in connection with its $850 million project financing from a multilender syndicate
- Represented the Special Committee of the Board of Directors of Quest Software in its stock-option-backdating investigation and the related derivative and class-action litigation and government investigations
- Represented the Compensation Committee of the Board of Directors of The Meridian Resource Corp. in restructuring the compensation of executive management
- Represented Tinep, S.A. de C.V. in restructuring its joint-venture licensing relationship with Newpark Resources, Inc.
- Represents Brinks, Inc. in connection with development and deployment of new software technologies
- Represents Energy Technology in connection with development and deployment of 10X plus hydrocarbon drilling and recovery technologies; assistance with negotiation of production structures
- Handles implementation of credit card and private label credit card programs
- Regularly advises publicly traded companies regarding corporate governance and compliance issues, including matters relating to the Sarbanes-Oxley Act, the Foreign Corrupt Practices Act, stock options, compensation, and insider trading
- Regularly advises technology companies on matters involving corporate law, commercial transactions, and liquidity events
- Regularly assists publicly traded companies with capital market transactions (including 144A, ADRs and cross-border financings), disclosure issues, compensation matters, and SEC filings
- Obtained on behalf of Keppel Shipyard Limited a dismissal based on lack of personal jurisdiction in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of Texas where the Trustee of the MPF Litigation Trust sought to obtain a judgment of more than $4.5 million
Assistance with Early-Stage Capital Needs and Venture Capital for a range of companies, including:
- Brain Check LLC
- BrixBits Inc.
- PentaSafe Technologies
- Gazzang, Inc.
- Liquid Frameworks, Inc.
- Idera, Inc.
- IDS Global Inc.
- VrStudios, Inc.
- DivX Technologies
- Onit, Inc.
- The Best Lawyers in America, 2008-2022
- Lawyer of the Year – Houston, Corporate Compliance Law, 2015, 2017
- Corporate Compliance Law, 2011-2022
- Corporate Governance Law, 2011-2022
- Corporate Law, 2008-2022
- “Top 100 Lawyer – Corporate Law,” Top 100 Registry Inc., 2018
- “Texas Super Lawyer,” Super Lawyers by Thomson Reuters, 2003-2019
- Best Lawyers Annual Guide to Corporate Compliance & Governance Law, 2012, 2015
- Chambers USA: America’s Leading Lawyers for Business, 2006-2010
- AV Preeminent Peer-Review Rated by Martindale-Hubbell
- National Association of Corporate Directors – Houston Chapter
- Director, 2003-2019
- President, 2006
- American Bar Association – Section of Business Law
- Mergers and Acquisitions Committee
- Commercial Finance Committee
- Cross Border and Trade Financing Subcommittee
- Loan Documentation Subcommittee
- ADR Taskforce
- Lemonade Day, National Board of Directors
- Souper Bowl of Caring, Board of Directors and Treasurer
- Target Hunger, Board of Directors and Nominating Committee, 1999-2019
- TiE Houston (The Indus Entrepreneurs)
- Rice Business Plan Competition Judge, 2003-2018
- Houston Chapter of the Turnaround Management Association, Director, 2004-2005
- Houston Technology Center, Advisory Director, 2003-2005
- Corporate Partners of the Museum of Fine Arts, Advisory Director, 1996-2005
- IPAA (Independent Petroleum Association of America)
- Houston Bar Association
- American Institute of Certified Public Accountants