Charles Harrell practices in the area of corporate law with a focus on transactions, including mergers and acquisitions, complex finance, cross-border, and capital markets, in addition to acting as counsel to board committees on matters of corporate governance and regulatory compliance. He represents a number of Fortune 100 companies as well as middle-market companies and technology and energy startups.
Mr. Harrell has acted as counsel to both buyers and sellers in merger and acquisition transactions valued in the billions of dollars in the exploration and production, oil-field services, telecommunications, technology and real estate sectors.
He also acts as company and lender counsel in restructurings, recapitalizations and leveraged recapitalizations. In addition, Mr. Harrell advises publicly traded companies regarding compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, the Foreign Corrupt Practices Act and Hart-Scott-Rodino and provides corporate governance counseling on matters involving stock options, compensation and insider trading.
Mr. Harrell served as President of the Houston Chapter of the National Association of Corporate Directors (“NACD”) in 2006. Mr. Harrell currently serves as Vice President and on the board of directors of the Texas TriCities Chapter of the NACD. He also holds or has held the following positions:
- Souper Bowl of Caring – Board of Directors and Treasurer
- Target Hunger – Board of Directors and Nominating Committee (1999-2018)
Representative Matters:
- Mergers and Acquisitions
- Represented Staminus Communications (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.
- NuCoastal Thailand Ltd. in connection with reverse merger with Petroworld Corp. on the London AIM and Toronto TSX-V exchanges (now Coastal Energy Co.).
- Represented Carlton Global Resources in its $26 million leveraged refinancing with Main Street Capital and D.E. Shaw.
- Finance
- 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.
- Corporate Governance
- 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.
- Representations in connection with implementation of credit card and private label credit card programs.
- Regularly advise technology companies on matters involving corporate law, commercial transactions and liquidity events.
- Regularly assist publicly traded companies with capital market transactions (including 144A, ADRs and cross-border financings), disclosure issues, compensation matters and SEC filings.
Education:
- St. Mary’s University School of Law, J.D., 1981
- University of Texas, B.B.A., 1976
Admissions : Texas
Professional Activities:
- Duane Morris National Partners Board, 2005-2016
- National Association of Corporate Directors, Houston Chapter
- American Bar Association
- Houston Chapter of the Turnaround Management Association
- Houston Technology Center
- IPAA (Independent Petroleum Association of America)
Cost
Rate : $$$
