Energy, oil & gas
Most energy programs are also securities offerings. Here the drilling program, the partnership that holds it, the offering that funds it and the tax treatment that makes it worth doing are one engagement, not four.
Three places deals fail.
Energy deals fail in the same three places: the operating agreement, the tax structure, and what the offering document promised about reserves.
Operating
Operating, participation and farm-out agreements, net profits interests and joint ventures: who operates, who pays, and who decides.
Structure
Intangible drilling costs, depletion and the structure of a direct participation program are usually what an investor is buying.
Reserves
In an offering document, proved reserves and developed acreage are not descriptions. Regulation S-X gives them fixed meanings.
The tax part
Getting the tax structure wrong is not a drafting error. It removes the reason the program exists. Counsel here holds an LL.M. in taxation and has spoken repeatedly on oil and gas taxation and direct energy program structuring, including at the ADISA and Mick & Associates energy symposia.
From the inside, not the outside
Before founding the firm, its counsel served as chief operating officer and general counsel to a vertically integrated oil and gas company, an Inc. 500 business that managed or operated over $300 million of oil and gas assets, sitting on its executive investment committee and running acquisitions, due diligence and syndications from the inside.
Assets have included producing and non-producing leases in Archer, Gaines, Martin and Wichita Counties, Texas, and in the Permian Basin and the Bakken, together with drilling and workover rigs, infrastructure, and minerals and royalties in California, Utah and Texas.
Services
- Direct participation programs, private placement memoranda, and offering structure and disclosure.
- Operating, participation and farm-out agreements, and area of mutual interest agreements.
- Joint ventures, syndications, and working interest and net profits conveyances.
- Acquisition and divestiture, including assignments and bills of sale and title review coordination.
- Minerals and royalties, leasing, and surface use and access agreements.
- Turnkey and footage drilling agreements.
- Tax planning and structuring, including intangible drilling cost structuring and depletion and tax allocation.
- Sponsor-level due diligence and reserve report review.
- Investor reporting, program administration, and program wind-down and abandonment.
Who calls
Sponsors of drilling and production programs. Operators taking on partners. Broker-dealers and due diligence teams reviewing an energy offering. Owners buying or selling minerals, royalties or working interests. Renewable energy projects that need the same structuring and the same disclosure.
The firm publishes a glossary of ninety oil and gas terms, with the SEC’s Regulation S-X definition wherever one exists.
Related practice areas
Before anyone spuds anything.
The operating agreement, the tax structure and the offering document are all cheapest to get right before the first well. Keep the first message general until a conflicts check is complete and an engagement is confirmed in writing.
Start the conversationFootnotes
- Facts on this page are drawn from the firm’s energy practice page and glossary at bgelaw.com as published on September 20, 2026.
- General information about services only. Tax treatment depends on the specific program, the investor and current law; nothing here is tax advice.
- The advertising department’s notes are fictional. The pump jack is real, and belongs to the other website.