Charles E. 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 (1999-2019)
A certified public accountant, Mr. Harrell is a member of the American Bar Association's Section of Corporation, Banking and Business Law, the State Bar of Texas, the Houston Bar Association, the American Institute of Certified Public Accountants and the Independent Petroleum Association of America. Mr. Harrell is listed in Chambers USA: America's Leading Lawyers for Business, 2006-2010 editions, and was named a Texas Super Lawyer for 2003-2019 and as a Best Lawyer in America for 2008-2020.
Mr. Harrell is a 1981 graduate of St. Mary's University of San Antonio School of Law and a graduate of the University of Texas.
- 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.).
- Sonterra Resources Inc. (now Velocity Energy Inc.) in connection with a leveraged recapitalization with the Longview Marquis Master Fund L.P.
- Represented Carlton Global Resources in its $26 million leveraged refinancing with Main Street Capital and D.E. Shaw.
- Preferred Unlimited in its structuring and arranging of Golden Gate Capital's $350 million acquisition of U.S. Silica.
- Representing Health Professional Advocates in connection with development and implementation of financing and investment structures for hundreds of physician and dental practices.
- 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.
- Represented Quanta Services, Inc. as borrower in connection with a $300 million senior secured credit facility.
- Diamond Offshore Drilling, Inc. as borrower in connection with a $285 million revolving credit agreement.
- Bank of Montreal in connection with two loan syndicates in the TXCO Resources bankruptcy case.
- Enron Corp. in connection with numerous Section 363 asset sales in its bankruptcy case.
- Represented SBC Communications Inc. (now AT&T Inc.) in the restructuring of its joint-venture partnership in Mexico with Alestra, S.A. de C.V.
- Coastal Energy Co. in numerous cross-border financings and in connection with a financing secured by a Panamanian ship mortgage.
- KS Energy Services Ltd. in its $52 million restructuring and subsequent divestiture of its assets in the United States.
- Represented Alestra, S.A. de C.V. in connection with its $850 million project financing from a multilender syndicate.
- 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.
- Tinep, S.A. de C.V. in restructuring its joint-venture licensing relationship with Newpark Resources, Inc.
- Representing Brinks, Inc. in connection with development and deployment of new software technologies.
- Representing Energy Technology in connection with development and deployment of 10X plus hydrocarbon drilling and recovery technologies; assistance with negotiation of production structures.
- Representations in connection with implementation of credit card and private label credit card programs.
- Regularly advise publicly traded companies regarding corporate governance and compliance issues, including matters relating to the Sarbanes-Oxley Act, the Foreign Corrupt Practices Act, stock options, compensation and insider trading.
- 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.
- Obtained on behalf of Keppel Shipyard Limited a dismissal based on lack of personal jurisdiction in an adversary proceeding in the U.S. Bankruptcy Court for the Southern District of Texas where the Trustee of the MPF Litigation Trust sought to obtain a judgment of more than $4.5 million.
Mergers and Acquisitions
Assistance with Angel and Venture Capital for a range of companies, including:
- Brain Check LLC
- BrixBits Inc.
- PentaSafe Technologies
- Gazzang, Inc.
- Liquid Frameworks, Inc.
- Idera, Inc.
- IDS Global Inc.
- VrStudios, Inc.
- DivX Technologies
- Onit, Inc.
Areas of Practice
- Mergers and Acquisitions
- Corporate Finance and Corporate Governance
- Energy and Technology
- Structured Finance and Project Finance
- St. Mary's University School of Law, J.D., 1981
- University of Texas, B.B.A., 1976
- Co-Chair, Duane Morris Stock Options/Incentive Compensation Task Force
- Duane Morris National Partners Board, 2005-2016
- National Association of Corporate Directors, Houston Chapter
- Director, 2003-present
- President, January 2006-December 2006
- American Bar Association
- Section of Business Law
-- Mergers and Acquisitions Committee
-- Commercial Finance Committee
--- Cross Border and Trade Financing Subcommittee
--- Loan Documentation Subcommittee
--- ADR Taskforce
- Houston Chapter of the Turnaround Management Association
- Director, January 2004-December 2005
- Houston Technology Center
- Advisory Director, January 2003-December 2005
- Corporate Partners of the Museum of Fine Arts
- Advisory Director, January 1996-December 2005
- IPAA (Independent Petroleum Association of America)
Member of TiE
Honors and Awards
Named a "Top 100 Lawyer - Corporate Law," Top 100 Registry Inc., 2018
Listed in U.S. News/Best Lawyers "The Best Lawyers in America," 2008-2020
- Named a "Lawyer of the Year" in Houston Corporate Compliance Law by Best Lawyers, 2015 and 2017
Named a Texas "Super Lawyer" for 2003-2019
- Listed in Best Lawyers Annual Guide to Corporate Compliance & Governance Law, 2012 and 2015
- Listed in Chambers USA: America's Leading Lawyers for Business, 2006-2010 editions
Houston Rice Business Plan Judge from 2003-2018
- AV Preeminent® Peer Review Rated by Martindale-Hubbell®
Member of TiE Houston Rice Business Plan Judge from 2003-2018
- Co-author, "Unlike Chess, Everyone Must Continue Playing After a Cyber-Attack," Journal of Investment Compliance, Vol. 14 Issue No. 4, 2013
- Co-author, "The Disney Decision and Distinctions between Officers' and Directors' Fiduciary Duties under Delaware and California Law," Securities Litigation Report, May 2007, Vol. 4 No. 5
- Author, "Was Your Target a Timer?" Corporate Dealmaker, September/October 2006, at 53
- Co-author, "Securitization of Oil, Gas, and Other Natural Resource Assets: Emerging Financing Techniques," The Business Lawyer, May 1997
- Co-author, "Financing American Health Security: The Securitization of Healthcare Receivables," 50 Bus. Law. 47, 77 (1994)
Selected Speaking Engagements
- Presenter, "Cyber Security — Impact on Health Care: How Can Being Right Today Put You at Risk Tomorrow?" Wolters Kluwer Webinar, October 9, 2014
- Speaker, "Privacy and CyberSecurity: New Issues on the Horizon," 2014 ABA Annual Meeting, Boston, August 9, 2014
- Moderator, "Cyber Security and Data Breaches," Internal Corporate Investigations and Forum for In-House Counsel Program, American Bar Association, Washington, D.C., April 25, 2014
- Presenter, "Texas Society of CPAs First Annual Forensic, Litigation and Valuation Services Conference," Texas Society of CPAs, October 28, 2013