Samuel E. Whitley

Samuel E. Whitley is the corporate and securities law partner of Whitley LLP Attorneys at Law. He represents businesses worldwide in various industries, such as technology, energy, real estate development, manufacturing, financial services, and private equity. He serves his clients in the areas of corporate and securities law, mergers and acquisitions, and commercial real estate.

Mr. Whitley practices in the area of corporate finance and securities law. His clients include publicly traded companies and investment companies. Mr. Whitley routinely prepares public and private securities offerings; structures innovative corporate financings, joint ventures, and other business agreements; and advises on mergers and acquisitions of private and public companies. As a result of Mr. Whitley’s business and legal expertise, he serves as general counsel to several companies.

Mr. Whitley’s Different Awards & Honors

• Included in the Super Lawyers® Rising Stars℠ Edition of 2012, 2013, 2014, and 2015

Attorneys selected for the list of Rising Stars℠ are deemed to be “up and comers” in their field and undergo a rigorous selection process that includes nominations, independent research, and evaluations. Up to 5% of attorneys in the state are named to the Super Lawyers® list; only 2.5% are named to the Rising Stars℠ list.

In 2007, Mr. Whitley was recognized as a Real Estate Section Scholar by the International Bar Association.

Speaking and Writing Experience

• Texas Crowdfunding & Social Media Conference (2014): Mr. Whitley was a keynote speaker where he discussed legal issues pertaining to the legal issues surrounding crowdfunding, as well as other capital raising strategies.
• “Going Public: The Right Strategy for Your Company?” (2013): This is an eBook written by Mr. Whitley and published by ExecSense, the world’s largest publisher of professional webinars, eBooks, eDocuments, and podcasts. It was published as a chapter in “Straight from the Top: Lessons from Leading Corporate Lawyers.”
• “Doing Business In the United States: Taking Advantage of the Central American Free Trade Agreement” (2005): Mr. Whitley addressed this conference in San Salvador and gave Latin American businessmen advice regarding joint ventures and methods to protect intellectual property.
• “More of the Same: Banking Law Developments in 2002”: This piece was co-authored by Mr. Whitley and published in the December 2002 edition of Texas Lawyer. It detailed major developments in banking law and regulation in 2002.

Representative Experience: Securities

• Prepared registration statements for public offerings for issuers in the advertising, energy, mining, wholesale, and retail industries.
• Prepared private placement memoranda for private investment funds and companies in the retail and energy industries.
• Advised on mergers, acquisitions, spin-offs, and securities law compliance obligations for publicly traded companies in the energy, technology, wholesale, retail, and mining industries.
• Prepared proxy statements and information statements for public companies in the oil and gas and technology industries.
• Represented consumer finance company in creating investment company structure and planning for initial public offering.
• Established private investment funds specializing in buyouts, venture capital, distressed real estate, energy trading, global macroeconomic strategies, market neutral strategies, and funds-of-funds.
• Negotiated investments by venture capital fund in portfolio companies.
• Formed buyout fund to undertake hostile buyout of publicly traded energy company.
• Investigated incidents of corporate malfeasance at publicly traded technology firm and advised on appropriate response under federal securities and criminal laws.
• Represented public companies and their directors and officers in SEC investigations of alleged violations of securities laws.
• Structured and advised on private securities offering for start-up master limited partnership investing in real estate and oil and gas.
• Negotiated terms of $20 million public offering for diversified services company.
• Created plan for securitization of product financing receivables for international sales organization.
• Advised investment groups on registration as business development companies under Investment Company Act.
• Advised Internet-based small business lender on formation of business development company.
• Advised on the establishment of business development companies focusing on the oil and gas, technology, real estate, and oilfield services industries.
• Advised startup business development companies on all aspects of their business, including Investment Company Act issues, corporate structure, employment agreements, and pre-IPO private offering of common and preferred stock.
• Served as corporate finance counsel to publicly traded multinational energy company on $200 million independent power plant project in Bangladesh.
• Handled all aspects of acquisition of majority of publicly traded advertising firm, including negotiating and preparing purchase agreement, due diligence, and disposition of discontinued operations.
• Handled all aspects of all-stock acquisition of Russian resources companies with over $400 million in assets, including negotiation and preparation of purchase agreement, financial analysis, and review of operational and international title issues.
• Advised publicly traded multinational energy company on $75 million tender offer by Middle Eastern investment bank.
• Served as outside general counsel for publicly traded companies in the energy, technology, real estate, and defense industries, preparing SEC filings, advising on spin-offs, sales of business lines, acquisitions, foreign stock exchange listings, general contract and corporate matters, private and public securities offerings, corporate governance, employee benefit plans, debt restructurings, recapitalizations, and joint ventures.
• Advised on formation of $60 million hybrid venture capital fund.
• Advised on formation of $900 million hybrid private equity fund.
• Advised on formation of venture capital funds specializing in investments in public emerging growth companies.
• Evaluated and performed due diligence for potential investments by investment funds in companies in the manufacturing, business services, real estate, entertainment, and finance sectors.
• Advised publicly traded energy company on acquisition of target company with $105 million in revenue.
• Advised nationwide financial services and consumer products sales conglomerate on public stock repurchase program.
• Prepared current and periodic reports for nationwide financial services and consumer products sales conglomerate.
• Represented registered investment advisers in regulatory investigations and establishment of private investment funds.
• Served as outside general counsel for publicly traded petroleum exploration and production company, preparing SEC filings, reviewing operations contracts, and advising on SEC enforcement inquiries.
• Served as outsourced general counsel to private investment funds, structuring investments in portfolio companies, advising on securities issues, and negotiating non-circumvention, non-disclosure, and non-compete agreements.
• Represented printing and energy conglomerate in $2.5 million public stock offering.
• Advised on establishment of broker-dealer and international investment fund for Hispanic immigrant investors.
• Advised Bolivian timber investment management organization on U.S. and foreign tax issues, corporate structure, and business concept and planning.
• Represented foreign investor group in planning formation of U.S. investment company.
• Advised financial services firm on securities registration and broker-dealer registration requirements, USA PATRIOT Act compliance obligations, and other legal issues relating to investment of remittances from U.S. in foreign securities.
• Structured plans for real estate fund investing in Peru, with emphasis on international tax issues, public and private securities offerings, corporate structure, and business concept and planning.
• Represented foreign investor group in evaluating investment in U.S. commodity trading business.
• Represented target companies and acquirers in reverse mergers/takeovers in the food and beverage and energy industries.
• Represented publicly traded real estate investment company in preparation of SEC filings and general corporate matters.
• Represented publicly traded holding company in securities law compliance and general corporate matters.

Representative Experience: Corporate

• Advised theme park company on $1.3 billion equity and debt financing, joint venture agreements, corporate governance, real estate acquisitions, and general contract matters.
• Advised on corporate governance for public and private companies in the entertainment, energy and defense industries, including preparation of minutes for Board of Directors meetings, shareholder meeting minutes, written consents, and corporate resolutions.
• Represented management acquirer in $2.7 million buyout of industrial equipment manufacturer.
• Represented agricultural products supplier in concluding international sales and distribution agreement with sales agent in South Korea.
• Advised start-up hard money mortgage company on regulatory and compliance issues, corporate structure, and corporate financing.
• Created complete legal and business structure for Internet-based consumer lender.
• Prepared true sale and bankruptcy non-consolidation opinion for closed-end mutual fund.
• Advised consumer finance company on corporate structure and licensing issues.
• Created innovative financing program for regional real estate developer.
• Prepared independent sales representation agreements for nationwide medical device distributor.
• Advised nationwide medical device distributor on commercial bribery issues under the Robinson-Patman Act.
• Advised nationwide fitness provider on franchising its business model.
• Created plan for private label credit issuance for consumer purchases for consumer products retailer.
• Advised international manufacturers’ representation firm on financing sales of client company products to customers abroad.
• Prepared consulting agreements for international consulting firm.
• Prepared sales representation agreements for international manufacturers’ representation firm.
• Advised diversified services company on operational, financial, and legal issues related to the introduction of new products and services.
• Prepared complete legal and operational plan for Internet-based small business lender.
• Negotiated commercial real estate leases for clients in the entertainment, education, food and beverage, and oilfield services sectors.
• Advised commercial loan brokerage company on financial privacy laws and methods to secure payment of commission.
• Created contracts with customers and brokers for commercial loan brokerage company.
• Advised national bank on antitrust issues arising from multiple product offerings.
• Served as antitrust compliance counsel for international trade association in the metals industry.
• Conducted rigorous analysis of all aspects of national bank operations for review by top management and Board of Directors.
• Reviewed national bank financial statements for compliance with federal banking regulations regarding asset and liability management and financial reporting.
• Advised national bank on probable regulatory actions and recommended response.
• Investigated risk management procedures and government securities trading operations at national bank.
• Investigated and reported to Board of Directors of national bank regarding alleged corporate fraud and wrongdoing.
• Advised national bank on indemnification obligations to director suspected of wrongdoing.
• Advised national bank on federal funds transactions with affiliate and compliance with Federal Reserve Act.
• Reviewed information technology contracts for compliance with Gramm-Leach-Bliley Act privacy regulations.
• Advised national bank on tax issues related to bank-qualified and non-bank-qualified bonds.
• Advised bank holding company on tax and regulatory issues of recapitalization and sale.
• Advised bank holding company target in stock sale to competitor.
• Represented advertising firm in stock purchase of nationwide trade show organizer.
• Advised environmental services firm in asset purchase from competitor.
• Negotiated software licenses for multinational software developer.
• Represented oilfield products and pipeline manufacturer in multimillion-dollar asset sale.
• Registered trademarks for international joint venture in the beverage industry.
• Represented multinational oilfield services company in general contract and employment matters.
• Represented petroleum equipment manufacturer in corporate restructuring and asset purchase.
• Restructured debt and operations of regional real estate development company.
• Reorganized corporate structure and compensation arrangements of major regional auditing firm.
• Implemented employee buyout of executive search firm.
• Prepared international licensing and royalty arrangement for manufacturer of offshore petroleum technology.
• Helped PCAOB-registered auditing firm launch offerings of non-auditing products and services.
• Advised consumer products retailer on financing of products in the U.S. for use abroad.
• Audited international trademark portfolio for U.S. multinational beverage company.
• Advised Latin American clients on U.S. tax law issues in connection with U.S. investments.
• Represented Mexican investors in restructuring of investment in U.S. food manufacturer.
• Advised on antitrust aspects of U.S.-Mexico telecommunications joint venture.
• Represented U.S. beverage company in acquisition of assets in Brazil and establishment of Brazilian joint venture.
• Advised on fiduciary duty and corporate governance issues in management buyouts in the energy industry.

Representative Experience: Litigation

• Lead defense counsel for CEO of fracking technology company in SEC enforcement action alleging securities fraud.
• Represented Mexican environmental services firm in $20 million breach of contract and deceptive trade practices case against Hong Kong-based manufacturer of hazardous waste packaging arising from defective packaging.
• Represented Venezuelan electrical and industrial equipment supplier in $3 million breach of contract and deceptive trade practices claim against manufacturer of electrical equipment for deficient manufacturing.
• Represented condominium association in breach of fiduciary lawsuit arising from fire damages.
• Supervised foreign litigation alleging breach of contract and breach of fiduciary duty for international technology firm.
• Represented United Kingdom-based designer and manufacturer in $2.5 million lawsuit arising from design of offshore rig components and non-payment of royalties.
• Won take-nothing judgment on behalf of commercial construction company in federal court for alleged violations of ERISA and negligence.
• Represented Mexican construction company against U.S. seller of construction equipment for fraud, breach of contract, and deceptive trade practices.
• Represented retailer in real estate fraud and environmental contamination lawsuit against major regional developer, investment group, and broker.
• Represented insurance agency in various lawsuits alleging breach of contract, fraud, negligence, breach of fiduciary duty and statutory violations arising from sales of foreign-procured insurance.
• Represented commercial construction company in federal court against staff leasing company for breach of contract.
• Represented commercial construction company in shareholder dispute and receivership.
• Represented commercial construction company in arbitration before the American Arbitration Association.
• Represented entertainment provider in criminal prosecution alleging licensing violations.
• Represented financial services company in collections matters.
• Represented publicly traded energy company in lawsuit against former investment bank and affiliates for breach of contract, conversion, fraud, and breach of fiduciary duty arising from non-performance.
• Represented national bank in litigation against securities broker for negligence and breach of fiduciary duty arising from losses in government securities trading operations.
• Represented manufacturer of food processing equipment in product defect lawsuits.
• Represented petroleum equipment manufacturer in breach of contract case with supplier.
• Represented executive search firm in lawsuit against former employee for breach of non-compete agreement.