Scott Wallace has more than 20 years of experience in the areas of corporate securities, mergers, acquisitions and providing counsel to a broad spectrum of clients with complex business transactions.
Mr. Wallace has completed transactions including:
- Negotiating mergers and acquisitions involving public and privately held entities.
- Numerous contests for corporate control representing acquiring and target companies involving tender offers and proxy contests.
- Public and private debt and equity offerings.
- Hedge fund investments in public and privately held entities.
- Counseling boards of directors and executive officers relating to fiduciary duties and corporate governance issues.
- SEC compliance.
- Co-Author, "Board of Directors Guide 2010"
- Author, "Event Risk Covenants in Bond Indentures"
- Recognized as a Texas Super Lawyer - Mergers and Acquisition (2009-2012)
- Included in Best Lawyers in America - Corporate Law (2012-2013)
- Martindale Hubbell® Law Directory with a Peer Review Rating of AV® Preeminent™
Selected Representative Experience
Apollo Management VII, L.P. Acquisition of Parallel Petroleum Corporation
Represented Parallel Petroleum Corporation in the sale of the company to Apollo Management VII, L.P.
Representation of Boards of Directors in Acquisition of Energy Company
Represented the Boards of Directors of both Hassie Hunt Exploration Company and Hassie Hunt Production Company in connection with the $4.5 billion acquisition of Hunt Petroleum Corporation and the Hassie Hunt Companies by Ft. Worth-based XTO Energy.
$450 Million Public Offering - Convertible Notes
$450 million Public Offering (Convertible Notes) Trinity Industries used the proceeds of this offering to provide additional funds for general corporate purposes, including the expansion of its railcar leasing business and possible repayments or repurchases of a portion of its outstanding indebtedness. J. P. Morgan Securities Inc., Banc of America Securities LLC, and Wachovia Securities acted as joint book-running managers.
$150 Million Senior Note Offering - Energy
Represented an independent energy company in a $150 million 144A senior note offering.
Going Private Transaction - McNeil Partners
Represented McNeil Partners, L.P. in the sale of the company to Whitehall Street/Goldman Sachs.
Defense of Proxy Contest
Represented AAON in the defense of a proxy contest by Bay Harbour.
$63 Million Public Offering - Common Stock
Represented an independent energy company in a $63 Million public offering of common stock.
Special Transaction Committee - Texas Genco Holdings, Inc.
The Special Transaction Committee of the Board of Directors of Texas Genco Holdings, Inc. in connection with the sale of the publicly-held interests in Texas Genco to GC Power Acquisition LLC, an entity owned by investment funds affiliated with The Blackstone Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. L.P. and Texas Pacific Group.
TMBR/Sharp Drilling, Inc. in its Merger with a Subsidiary of Patterson/UTI Energy, Inc.
Represented TMBR/Sharp Drilling, Inc. in connection with the merger of TMBR/Sharp Drilling into a subsidiary of Patterson/UTI Energy, Inc.
07/25/2012 - DealThink: Hart-Scott-Rodino (HSR) Basics
You are the general counsel of a public company. One day, the CEO asks you how the “HSR Act” affects the company. This alert provides an overview.
06/15/2011 - Top Ten Initial Considerations in a Going Private Transaction
As the general counsel of a public company, you are busy working one day and the CEO walks into your office and says, “I’ve been thinking that I would like to make a proposal to take this company private. I need your advice on how to get started.” The following points should be considered to help make the process easier.
03/30/2010 - Board of Directors Guide 2010
The current difficult business environment poses many challenges to boards of directors. This outline is intended to assist board members in understanding the proper role and functioning of the board in the new political and regulatory environment in which we live.
02/23/2010 - FTC Lowers HSR Notification Thresholds for 2010
On January 19, 2010, the Federal Trade Commission (FTC) announced its annual adjustment to the pre-merger notification filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR), and for the first time in history, the HSR thresholds were decreased. The new thresholds became effective February 22, 2010.
02/12/2009 - SEC Mandates Interactive Data Financial Reporting
The Securities and Exchange Commission (SEC) issued rules that will require most public companies to file financial statements with the SEC in eXtensible Business Reporting Language (XBRL). Interactive data in XBRL format permits users of financial information to automatically download financial data directly into documents and analytical tools.
02/01/2008 - The Ins and Outs of Properly Organizing and Operating Special Independent Board Committees
Under state corporation law, the board of directors is given the responsibility of directing and overseeing the management of the corporation. In carrying out its responsibilities, a board will often work through committees especially with respect to ongoing tasks that need special board expertise and attention.
01/31/2003 - 24 - SEC Adopts New Rules on Auditor Independence
On January 28, 2003, the SEC published additional rules regarding the independence of accounting firms that audit the financial statements of public companies. These rules are a result of the Sarbanes-Oxley Act of 2002 (the “Act”) and were adopted by the SEC in accordance with Section 208(a) of the Act, although certain aspects of the rules expand upon the auditor independence provisions of the Act.
01/28/2003 - SEC Adopts Rules Governing Determination and Disclosure of Audit Committee Financial Experts
01/24/2003 - SEC Adopts Code of Ethics Disclosure Rules
01/24/2003 - SEC Adopts Rules Governing Disclosure of Non-GAAP Financial Measures and Amendments to Form 8-K
12/04/2002 - SEC Proposes Rules to Federalize Professional Conduct for Lawyers Practicing Before the SEC
11/01/2002 - SEC Proposes Rules on Internal Controls, Ethics Codes and Financial Experts on Audit Committees
09/18/2002 - NYSE Submits Changes to Corporate Accountability and Listing Standards to SEC for Approval
09/10/2002 - SEC Issues Final Rules On Accelerated Filing Deadlines for Certain Public Companies
09/04/2002 - SEC Issues Final Rules on Certification of Disclosure in Quarterly and Annual Reports
08/30/2002 - Sarbanes-Oxley Prohibition on Loans to Executives May Conflict with Compensation Practices
08/30/2002 - Sarbanes-Oxley Act of 2002: SEC Adopts Amendments to Accelerate Section 16 Filings
08/14/2002 - Sarbanes-Oxley Act of 2002: Important Changes to Insider Reporting Deadlines under Section 16
08/09/2002 - Sarbanes-Oxley Act of 2002: Suggestions for Compliance