The firm's attorneys are experienced in the following substantive legal areas:

1. Banking

The firm's experience in representing banks and other financial institutions is substantial. We are primary counsel for several Oklahoma banks and serve as special counsel for many out-of-state large financial institutions when those institutions conduct business in Oklahoma.

In addition to assisting such institutions in the documentation of loans and the work out of problem loans, members of the firm also have considerable experience in representing financial institutions before the federal and state regulatory agencies, including the Office of Thrift Supervision and Resolution Trust Corporation and the Federal Deposit Insurance Corporation. Firm attorneys not only have formed a substantial number of bank holding companies but have assisted in bank mergers, obtaining approval for branches and the establishment of new banks.

2. Business Organizations

Members of the firm have extensive experience in the formation of corporations, business trusts, limited partnerships, partnerships, franchise systems and limited liability companies and the preparation of agreements relating to such organizations, including partnership agreements, operating agreements, trust agreements, stockholder agreements, franchise agreements, employment agreements and related agreements. We have also represented such companies in director disputes, partner disputes and employment disputes.

We assist clients in selecting the form of entity most suitable to their personal and business needs. Factors considered in the selection process may include limitation of liability, taxation, administrative burdens, capital requirements, transferability of interests, estate planning and long-range goals.

In addition to entities formed for profit, we have extensive experience in the formation of nonprofits, including nonprofit corporations, private and public foundations and charitable trusts. Our experience representing nonprofits covers a wide spectrum, from formation and tax-exempt qualification to indemnification of officers and directors.

Typically, our clients request and we are pleased to provide ongoing services for business organizations. We maintain and update organizational records and we counsel clients on the latest developments in statutory and case law.

In addition to formation, we assist clients in mergers, acquisitions, liquidations and dissolutions of business organizations.

3. Commercial/Transactional

Our transactional experience spans a broad range. We frequently render advice in structuring or restructuring business organizations, asset acquisitions and asset dispositions. We have represented creditors and debtors in large (and small) multi-party debt restructurings, debt participation arrangements, creative debt for equity exchanges and master settlement agreements.

4. Employment Law

Members of the firm have worked on a wide variety of matters relating to the relationship between employer and employee. The firm has represented both employers and employees in wrongful termination litigation involving interpretation of various federal laws such as The Age Discrimination in Employment Act, The Civil Rights Act and The Equal Pay Act. In addition, the firm has represented employers in actions involving interpretation of state law, such as breach of alleged employment contracts and retaliatory discharge.

The firm has also advised various business organizations regarding preparation of employment manuals and the obligations of employers under state, federal and common law.

5. Health Law

Members of the firm represent physicians and health service corporations and are knowledgeable particularly of "safe harbor" regulations governing the investments of physicians in such health service corporations.

6. Litigation

Our firm has a very active civil litigation practice, with particular emphasis in commercial, real estate, oil and gas, lender liability, insurance bad faith and contractual liability and general business litigation. Our firm's attorneys routinely make appearances in the state and federal district courts in Oklahoma, the various bankruptcy courts sitting in Oklahoma, the Oklahoma Supreme Court, the United States Tax Court and the United States Court of Appeals for the Tenth Circuit. Several attorneys in the firm are also licensed to practice before the United States Supreme Court.

In recent years, we have handled large volumes of legal work in the areas of real estate foreclosure; Chapters 7, 11 and 12 bankruptcy cases; insurance company liquidations; oil and gas contract disputes (including several large take-or-pay cases); collections actions; general contractual and insurance bad faith claims; contract and business relations litigation; tax controversy litigation; probate litigation; securities fraud claims; directors and officers liability matters; products liability cases; eminent domain, environmental actions; employee benefits and employment discrimination matters (representing employers); and appeals ensuing from many of these matters. We have also been very active in negotiating and documenting insolvency workout arrangements, settlements in lieu of foreclosure, and other compromises involving sophisticated lenders and borrowers. In addition, we have conducted and participated in numerous arbitration and mediation proceedings involving both court-referred actions and private disputes.

Part Four of this resume lists examples of our litigation practice.

7. Oil and Gas/Corporation Commission

Our firm's oil and gas section offers comprehensive legal services to a wide range of energy exploration and production clients, including majors, large independents and local concerns. We have represented oil and gas producers, gas pipelines, gas storage companies, gas gatherers, gas marketers, crude purchasers, product brokers and marketers, and refineries.

Our transactional practice routinely includes acquisitions and sales of large blocks of producing properties in multiple states, preparation of exploration and development agreements (both domestic properties and international concessions), representation of both lenders and borrowers in financing, workouts and the restructuring of credit arrangements, title examination, and the day-to-day negotiation and documentation of operating agreements, gas purchase and transportation contracts, leases, surface damages settlements, and other oilfield contracts.

We have also acted as counsel to gas storage companies in the acquisition, development and construction of gas pipelines and associated underground natural gas storage facilities. We also consult with numerous gas pipeline and gas gathering companies concerning gas gathering and gas transportation matters.

The resume of our litigation experience includes complex take-or-pay, gas balancing, accounting and joint-interest billing audit, lease cancellation, pooling, respacing, drainage, surface damages, operator removal, environmental and pollution, title, riparian, and other significant oil and gas issues. Members of our oil and gas section routinely enter appearances in the state district courts across Oklahoma and the three federal courts sitting in our state. We also have prosecuted and defended against many appeals in Oklahoma's appellate courts, the United States Court of Appeals for the Tenth Circuit, and the United States Supreme Court.

Daily appearances are made by members of our oil and gas section before the Commissioners and the administrative law judges of the Oklahoma Corporation Commission. We routinely participate in oil and gas conservation proceedings, rule-making hearings, pollution docket controversies, and other state regulatory matters. We have been involved in numerous appeals of Corporation Commission orders to the Oklahoma Supreme Court and Courts of Appeal. We have developed experience and expertise in the regulation of gas gathering systems and intrastate pipelines.

8. Real Estate

The firm's experience in commercial real estate transactions is extensive. We have been the primary counsel responsible for documenting large (and small) real estate development projects, acquisitions, dispositions, exchanges, conveyances in lieu of foreclosure, leases and management arrangements at the local, state and national level. For just a few examples, we have represented lenders, owners, or lenders-turned-owners in connection with the Leadership Square, Mid-America Tower, Equity Tower, First National Center, Park Harvey Tower, Skirvin Hotel, Court Plaza, Perimeter Center, Norman Sheraton Hotel, the Boulevard MarketPlace and Kickingbird Square properties in the Oklahoma City area and the Warren Place development, both Doubletree Hotels and the Park Towers in Tulsa.

We are the Oklahoma counsel to the real estate investment divisions of a number of significant national life insurance companies, and we have served as counsel to such companies for numerous multi-state real estate transactions.

The experience of our firm's attorneys is also substantial in the areas of personal property financing and leasing. We have been involved in numerous transactions involving personal property acquisitions, leases, dispositions and restructuring.

9. Taxation/Transactional

A significant portion of our firm's work is devoted to taxation and transactional matters. Messrs. Mock and Cole (both holding LL.M. degrees in taxation from New York University) concentrate their practices in taxation and tax-related business.

Our firm's experience in tax controversies ranges from administrative to judicial proceedings at all state and federal levels. As an example, we have handled unclaimed property, income, sales and use, franchise, gross production and petroleum excise and mixed beverage tax assessments before the Oklahoma Tax Commission; we have handled ad valorem tax assessments before the Oklahoma State Board of Equalization; we have handled income and excise tax assessments before the Internal Revenue Service; we have rendered tax opinion letters to administrative agencies, including the Office of Thrift Supervision, Internal Revenue Service and Oklahoma Tax Commission; and we have obtained favorable tax rulings from the United States District Court, the United States Tax Court and the United States Court of Appeals for the Tenth Circuit.

Our firm represented the taxpayer in Estate of Leder v. Commissioner, 893 F.2d 237 (10th Cir. 1989), aff'g 89 T.C. 235 (1987). In Leder, the Tax Court and Tenth Circuit rendered landmark decisions in the estate tax area, effectively reversing decades of prior case law. The decision has had a far-reaching national impact, opening up an effective estate planning tool while minimizing the estate tax burden for taxpayers.

In the area of estate planning, our firm has represented numerous individuals, including extensive work with individual and institutional trustees. We have rendered legal advice and guidance to trustees in matters involving individuals as well as tax-qualified ERISA pension and profit sharing plans.

We have worked closely with clients and their general counsel, internal auditors and outside accounting representatives on numerous other tax matters. These include reporting and compliance, planning, development of state and federal legislative proposals and utilization of net operating losses, to name a few.

10. Waste Management

The firm represents waste management companies in the State of Oklahoma and assisted one of the companies in the company's licensing and permitting before the City of Oklahoma City, several smaller communities and the State Department of Health.

11. Alternative Dispute Resolution

Members of our firm have arbitrated and mediated numerous federal and state district court-referred actions and private disputes involving oil and gas, real estate and commercial law issues. We have been involved in developing our local federal and state court-annexed mediation and arbitration programs, and in designing and implementing the appellate settlement conference program recently adopted by the Supreme Court of Oklahoma.

Representative Clients

• American Central Gas Companies
• American Nursery Products, Inc.
• Amoco Production Company
• Anadarko Petroleum Corporation
• AnSon Companies
• Apache Corporation
• Arbuckle Enterprises, Inc.
• Atlantic Richfield Company
• Australia New Zealand Banking Group, Ltd.
• Axem Resources Incorporated
• AEI Production Company
• ARCO Oil and Gas Company
• AT&T Commercial Finance Corporation
• BancAmerica Commercial Finance Corporation
• BancFirst
• Bank of New York
• Bank of Oklahoma, N.A.
• Bank IV Wichita
• Barrett Resources Corporation
• Bell Atlantic-TriCon Leasing Corporation
• Black Energy Resources
• Boise City Farmers Cooperative
• Cabot Oil and Gas Corporation
• Central National Bank of Alva
• Central Oklahoma Oil and Gas Corporation
• Champlin Exploration, Inc.
• Cirrus Production Company
• Conoco Inc.
• Continental Bank N.A., f/k/a Continental Illinois
• Dallas Galleria, Ltd.
• Delhi Gas Pipeline Corporation
• Enogex, Inc.
• Equity Bank for Savings, F.A.
• Farm Credit Bank of Wichita
• Financial Federal Credit Inc.
• First American Bank & Trust Company of Purcell
• First Bank National Association
• First Interstate Bank of Denver
• First National Bank of Hennessey
• First National Bank of Sayre
• First Oklahoma Corporation (and related companies)
• Ford New Holland, Inc.
• Hilb, Rogal and Hamilton Company of Oklahoma
• Holden Energy Corporation
• Jolen Operating Company
• Kansas City Life Insurance Company
• Kingfisher Bank & Trust Company
• L.E. Jones Production Company
• Landmark Land Company, Inc. (and affiliated companies)
• Liberty Bank and Trust Company of Oklahoma City, National Association
• Life Investors Insurance Company of America, Inc.
• Local Federal Bank, F.S.B.
• Lufkin Industries, Inc.
• Magic Circle Energy Company - Creditors Committee
• Massachusetts Mutual Life Insurance Company
• Mesa Operating Limited Partnership
• Metropolitan Life Insurance Company
• Michigan National Bank
• Mid-Continent Supply Company
• Monumental Life Insurance Company
• Mutual Security Life Insurance Company
• National Bank of Canada
• Natural Gas Storage Corporation of North America
• Oklahoma Gas & Electric Company
• ORIX Credit Alliance, Inc.
• Pacific Enterprises Oil Company (USA)
• Pan American Life Insurance Company
• Redshaw, Inc.
• Ricks Exploration Company
• Ross Stores, Inc.
• Schlumberger Technology Corporation
• Seafirst America Corporation
• Seagull Midcon Inc.
• South Central Oklahoma Production Credit Association
• Spartan Resources
• Sun Exploration and Production Company
• Sun Refining and Marketing Co.
• Tesoro Petroleum Corporation
• Texaco Inc.
• The Lincoln National Life Insurance Company
• Trammell Crow Company
• Transwestern Pipeline Co.
• Tyler & Simpson Company - Creditors Committee
• TOGCO Natural Gas Storage Corporation
• United States Cellular Investments Company
• VASTAR Resources Inc. (formerly ARCO Oil and Gas Company)
• Western Farm Bureau Life Insurance Company
• Wilson Foods Corporation
• 101 Energy Corp.

Representative Cases

• American Nursery Products, Inc., Debtor v., Case No. 93-17369-TS (USBC WD OKLA)
• St. of Okla., ex rel. Cathy J. Weatherford, Ins. Com., Pet. v. MCA Insurance Company, Respondent, Case No. CJ-92-8816(32) (32) (Dist. Ct., Okla. Cnty.,OK)
• McKinnon v. Cairns, 698 F.Supp. 852 (W.D.Okla. 1988)
• U.S. v. Hardage, 1994 WL 159410 (W.D.Okla. 1994)
• First Life Assur. Co. v. Mountain, 848 P.2d 1177 (Okla.App. Div. 1 1993)
• Federal Land Bank of Wichita v. Northcutt, 811 P.2d 1368 (Okla.App. Div. 3 1991)
• Federal Land Bank of Wichita v. American Bank & Trust Co., 823 P.2d 359 (Okla. 1991)
• Frieouf v. U.S., 112 S.Ct. 1161 (U.S.Okla. 1992)
• In re Hardzog, 901 F.2d 858 (C.A.10 (Okla.) 1990)
• Estate of Leder v. C.I.R., 893 F.2d 237 (C.A.10 1989)
• Amoco Production Co. v. Corporation Com'n of State of Okl., 751 P.2d 203 (Okla.App. Div. 1 1986)
• Amoco Production Co. v. Corporation Com'n of State of Okl., 752 P.2d 835 (Okla.App. Div. 3 1987)
• Conoco, Inc. v. Corporation Com'n of State of Okl., 764 P.2d 516 (Okla. 1988)
• Boyce v. Corporation Com'n of Oklahoma, 744 P.2d 985 (Okla.App. Div. 4 1987)
• Conoco Inc. v. Corporation Commission, et al, Case No. 62977 (Okla. Ct. App. 1987)
• RAF Oil Company v. Hill Top Investments, Inc., et al, Case No. 70165 (Okla. Ct. App. 1989)
• Anadarko Petroleum Corp. v. Corporation Com'n of State of Okl., 859 P.2d 535 (Okla.App. Div. 3 1993)
• Coastal Oils, Inc. v. AEI Production Company, 78,054 (Okla. Ct. App. 1993)

West Practice Categories

Bankruptcy Law, Contracts, Business Organizations, Environmental Law, Insurance Law, Employment Law -- Employee, Employment Law -- Employer, Labor Law, Oil & Gas, Probate & Estate Administration, Real Estate Law, Estate Planning, Trusts