In the News

Texas Super Lawyers Features 91 Haynes and Boone Lawyers

Ninety-one Haynes and Boone, LLP lawyers have been recognized in the Texas Super Lawyer 2013 award listing. >>



Recent Publications

Securities Litigation Year in Review 2013

The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation. >>

Houston Business Journal Guest Article: Are You Afraid of the False Claims Act? You Should Be

The False Claims Act (FCA) is a federal statute traditionally used to prosecute government contractors and health care providers for defrauding the government. >>



Odean L. Volker

Partner

Houston


1221 McKinney Street
Suite 2100
Houston, Texas 77010
T +1 713.547.2036
F +1 713.236.5581

Areas of Practice

Education

  • J.D., University of Houston Law Center, 1990
  • B.A., University of Texas at Austin, 1987
  • B.B.A., University of Texas at Austin, 1986

Bar Admissions

  • Texas

Court Admissions

  • United States Supreme Court
  • U.S. District Court for the Southern District of Texas
  • U.S. District Court for the Eastern District of Texas
  • U.S. District Court for the Western District of Texas
  • U.S. District Court for the Northern District of Texas
  • U.S. Court of Appeals for the Fifth Circuit
  • U.S. District Court for the Eastern District of Michigan
Odean L. Volker

Odean Volker is a Co-Chair of the Litigation Department of Haynes and Boone, LLP. He brings broad range of experience to bear for our clients. His practice includes securities and complex litigation, as well as domestic and international commercial arbitration. Mr. Volker has extensive experience in conducting internal investigations and addressing governance issues for public and private companies.

Mr. Volker is AV® Peer Review Rated Preeminent by Martindale-Hubbell® Law Directory, was recognized as a Best Lawyer in America in Arbitration, 2015, and was named a Texas Super Lawyer, 2012-2014.

Mr. Volker has represented issuers, underwriters and secondary actors in securities class action disputes, and has advised companies and directors in derivative litigation. Mr. Volker’s securities and derivative litigation experience includes the following representations:

  • Defense of the independent directors of a public company in a Caremark claim arising from resolution of FCPA allegations.
  • Defense of directors of a public company in a Caremark claim arising from oilfield and safety compliance issues. 
  • Defense of an international investment bank in multidistrict litigation arising out of the collapse of Enron Corp. and involving single plaintiff and securities class action suits. 
  • Representation of hospitality company against shareholder derivative claims arising out of a proposed going private transaction. 
  • Defense of chemical manufacturer in shareholder derivative litigation arising out a proposed merger. 
  • Defense of private equity firm in multiple derivative actions arising out of a proposed purchase of a logistics provider. 
  • Prosecution of claim by debtor against the indenture trustee and certain beneficial holders of publicly traded debt. 
  • Defense of insurance holding company in derivative litigation arising out of alleged improper pricing of stock options. 
  • Defense of hospitality company in derivative litigation arising out of alleged improper pricing of stock options. 
  • Defense of financial institution from claims that it wrongfully purchased and retained certain securitized mortgages.  
  • Defense of an international oil and gas company in a class action alleging securities fraud claims arising out of an auction of the company's properties. 
  • Defense of an underwriter in a securities fraud class actions alleging claims in connection with disclosures regarding the issuer’s marketing practices and background of one of its distributors. 
  • Representation of Special Litigation Committee of medical device manufacturer in review of shareholder derivative claims.  
  • Representation of Special Litigation Committee of a chemical manufacturer in review of shareholder derivative claims.

Mr. Volker represents clients in domestic and international commercial arbitration matters. He has advised clients with regard to disputes administered by the American Arbitration Association (AAA), International Center for Dispute Resolution (ICDR), International Chamber of Commerce (ICC) and China International Economic Trade and Arbitration Association (CIETAC). Mr. Volker is a member of the Houston International Arbitration Club. Mr. Volker’s arbitration experience includes the following representations:

  • Representation of an oilfield equipment manufacturer involving claims that the manufacturer had breached alleged agency agreements with U.S. and Middle Eastern companies. Issues resolved by final arbitral hearing. 
  • Defense of an oilfield service company against claims brought by a business associate related to business in Central Asia.
  • Defense of oilfield service company against claims brought by a Chinese business partner.
  • Prosecution of claim by after aftermarket auto part company against an Asian manufacturer.
  • Representation of a broker/dealer in arbitration arising out of an alleged investment scam perpetrated by unrelated parties. Issues resolved by final arbitral hearing.
  • Advise exploration and production company with regard in dispute with West African government.  Advise payment systems provider on management of its disputes in China.
  • Defense of aviation industry service provider against claims related to fuel purchases.
  • Representation of seller in arbitration arising from the sale of business assets. 

Mr. Volker has represented public and private companies, in the U.S. and abroad, as well as governmental organizations in internal investigations or reviews of various issues. Mr. Volker’s investigation and review experience includes:

  • Internal investigation of a Texas independent school district.
  • Representation of an officer of an oilfield service company with respect to investigation related to alleged violations of export control regulations and the Foreign Corrupt Practices Act ("FCPA").
  • Internal investigation of public oilfield equipment manufacturer arising out of alleged violations of export control regulations and the FCPA.
  • Representation of business consultant with regard to alleged violation of corruption and bribery laws.
  • Internal investigation of petrochemical company arising out of alleged employee misconduct.
  • Internal investigation of international oilfield services and construction company arising out of concerns about management and cash flow issues.
  • Counsel offshore drilling company with regard to FCPA and compliance investigation.
  • Internal investigation of chemical company arising out of alleged misuse of company information.
  • Representation of major oil company in responding to the governmental review of a merger transaction.

Mr. Volker's commercial litigation engagements include:

  • Defense of oilfield equipment manufacturer in an action alleging, among other causes, breach of contract, theft of trade secrets and anti-trust violations arising out of the acquisition of certain technology by the equipment manufacturer.
  • Defense of broker/dealer from claims of improper receipt of funds.
  • Prosecution of law firm's claim for fees and defense of professional negligence claim.
  • Prosecution of financial institutions claim for recovery of certain proceeds from the demutualization of an insurance company.
  • Defense of general contractor against claims by a subcontractor for payment and prosecution of claim for breach of contract by the subcontractor.
  • Prosecution of claim by spa equipment manufacturer against one of its founders and others.
  • Defense of limited liability company member in dispute among members.

Selected Representative Experience


Poston v. Wachovia Mortgage Corp., No. 14-11-00485-CV, 2012 WL 1606340 (Tex. App.—Houston [14th Dist.] May 8, 2012, pet. denied) (mem. op.)
Successfully defended on appeal a summary judgment awarding more than $500,000 in damages for breach of a promissory note.

RP Holdings Inc. Restructuring
Haynes and Boone was engaged by RP Holdings Inc. in August 2011 to assist in its restructuring efforts. At that time, the company had just hired a new CEO, was facing liquidity challenges due to the nationwide stoppage of foreclosure prosecutions, and had completed internal audits showing a total of approximately $20 million was owed to it by its two largest customers. Its senior secured facility was due to mature in August 2012. In the fall of 2012, the company pursued a restructuring transaction with its private equity sponsors, the secured lenders and the two law firms, which failed to materialize on the eve of a possible closing in early January 2012.

Homolka v. Clark, 416 Fed. App'x 408 (5th Cir. 2011)
Persuaded the Fifth Circuit to affirm a take-nothing summary judgment that defeated multi-million dollar claims for breach of fiduciary duty and breach of contract based on allegations of a joint venture between the parties.

Arbitral Award Enforcement
Representation of an international corporation in the enforcement of an arbitral award under the Inter-American Convention on International Commercial Arbitration (“Panama Convention”).

ICDR International Arbitration, situs of arbitration Houston, Texas
Representation of an international oilfield services company in a contractual dispute with a former Asian business partner.

H. v. C. (S.D. Tex.-Houston Div. 2010)
Won a take-nothing summary judgment to defeat a multi-million dollar claim alleging breach of fiduciary duty and breach of contract based on a claim that a joint venture existed between the parties.

ICO, Inc. Special Litigation Committee
Represented the Special Litigation Committee of ICO, Inc. in connection with investigating and resolving allegations raised in a shareholder derivative suit filed in Harris County, Texas, alleging breaches of fiduciary duty in connection with the ICO board’s approval of an acquisition of the company by A. Schulman, Inc.

CIETAC International Arbitration, situs of arbitration Beijing, China
Advise payment systems provider regarding its dispute with a joint venture partner in China.

$1.2 Billion Buyout - Restaurant and Casino Company
Represented the company in a $1.2 billion management led-buyout of a NYSE casino, hotel and restaurant company.

In re Citigroup Global Markets, Inc., No. 08-0289 (Tex. May 13, 2008)
Obtained a favorable settlement after persuading the Texas Supreme Court to grant oral argument in this mandamus proceeding involving the application of a forum selection clause to a nonsignatory under the direct benefits estoppel doctrine.

Vaalco Energy, Inc. Proxy Contest Litigation
Filed lawsuit alleging securities laws violations on behalf of independent oil company against a hedge fund-led insurgent group that had launched a proxy contest aimed at unseating three of the company’s directors. Obtained temporary restraining order, which prompted immediate settlement whereby insurgent shareholder group withdrew competing nominees to board of directors and cast votes in favor of company’s director nominees.

Gerdau/Quanex Class Action and Derivative Litigation
Representation of Brazilian steel company, Gerdau, and its U.S. subsidiary against aiding and abetting claims brought in Texas state court by Quanex shareholders in connection with Gerdau's acquisition of Quanex. Action was ultimately non-suited by plaintiffs.

ICC International Arbitration, situs of arbitration San Diego, California
Representation of a U.S. multinational corporation in an ICC arbitration relating to a retail sales dispute arising out of an international joint venture dispute in Latin America.

Multi-Practice Team Leader - Acquisition, Corporate Governance and Regulatory Issues
Represented clients in dealing with the SEC; plaintiff class action and derivative counsel; and other constituencies in dealing with stock options backdating and other governance issues, including adopting new corporate governance procedures, handling SEC civil enforcement claims, special litigation committees, and counsel for members of the Board.

Triton Energy Corp. Securities Litigation
Defended an oil and gas company in a putative class action alleging misrepresentations and omissions regarding the company's oil and gas production prospects, and the status of a bidding process for the company's assets.

ICDR International Arbitration, situs of arbitration Houston, Texas
Representation of aftermarket auto part company in dispute with its Asian manufacturer.

ICDR International Arbitration, situs of arbitration Houston, Texas
Representation of an oil field equipment manufacturer in a dispute with a commercial agent regarding commercial agents throughout the Middle East and involving hundreds of millions of dollars worth of potential projects.

U.S. District Court in aid of ad hoc arbitration, situs of arbitration Singapore
Representation of an airport equipment manufacturer with regard to interim measures sought in aid of international commercial arbitration.

Enron Corporation Securities Litigation
We are defending a major investment banking firm in multi-district litigation arising out of the collapse of Enron Corporation and involving single institutional plaintiff and class action suits.

Memberships

  • American Bar Association
  • Houston Bar Association
  • State Bar of Texas

Online Publications

01/28/2014 - Securities Litigation Year in Review 2013
The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation.

08/15/2013 - Houston Business Journal Guest Article: Are You Afraid of the False Claims Act? You Should Be
The False Claims Act (FCA) is a federal statute traditionally used to prosecute government contractors and health care providers for defrauding the government.

01/30/2013 - Securities Litigation Year in Review 2012
The Haynes and Boone Securities Litigation Year in Review 2012 outlines Supreme Court decisions and rulings from Circuit and District Courts that affect securities class action cases, including class certification issues.

In 2012, Haynes and Boone’s Securities Class Action Defense and Shareholder Litigation Practice Group defended targets, directors and acquirors in a number of M&A-related suits. Our docket also included class actions arising from initial public offerings, shareholder derivative suits, minority/majority shareholder cases and limited liability company disputes.

02/03/2012 - Securities Litigation Year in Review 2011
The Haynes and Boone Securities Litigation Year in Review 2011 outlines Supreme Court decisions and rulings from Circuit and District Courts that affect securities class action cases, including class certification issues.

09/01/2009 - Lawyers, Laptops, and the Border
It has been a long, but successful overseas trip to meet with a client. Though tired, you check your email as you wait in line at U.S. Customs. Finally, your turn arrives for customs inspection, and the official pulls you aside for a more thorough search. After searching your luggage, the customs official asks for your email device and asks that you turn on your computer and enter your password.