Energy & Critical Minerals · Transactions

Oil & gas transactions,
non-op to midstream.

Non-operated working interest acquisitions, mineral and royalty purchases, joint operating agreements, farmouts, contract operating agreements, and midstream contracts — for operators and investors across the Permian, Anadarko, Uinta, and East Texas plays.

From a single-well non-op participation to a multi-county acquisition, oil and gas transactions turn on the same three things: clean title, a well-drafted set of agreements, and a lawyer who understands the economics well enough to know which provisions actually matter. We handle the full transactional cycle for operators, non-operated investors, and mineral and royalty buyers across Texas.

What we do.

01

Non-operated working interest acquisitions

Purchase and sale agreements, participation agreements, title and JOA diligence, assignments, and post-closing transition for non-op buyers and funds.

02

Mineral & royalty acquisitions

PSAs, mineral deeds and royalty deeds, title diligence on mineral packages, division order and pay-status work, and portfolio-level acquisition programs.

03

Joint operating agreements

AAPL 2015 and legacy-form JOAs, custom exhibits, COPAS accounting procedures, non-consent and consent-right negotiation, and operator succession.

04

Farmouts & participation agreements

Farmout and farm-in agreements, earning provisions, area-of-mutual-interest agreements, and back-in and reversionary structures.

05

Contract operating agreements

Agreements between working-interest owners and third-party contract operators — scope, fees, insurance, indemnity, and termination — on either side of the table.

06

Midstream & marketing

Gas gathering and processing agreements, crude purchase and transportation agreements, salt-water disposal agreements, and surface-use and pipeline easements.

07

Leasing & lease maintenance

Oil and gas lease forms, amendments and ratifications, top leases, extensions, shut-in and continuous-development analysis, and pooling designations.

08

Operator counsel

Retainer-based outside counsel for operating companies: vendor and MSA negotiation, JIB and AFE disputes, lease and permit compliance, and the deal work as it arrives.

Non-op, specifically.

Non-operated working interests have become the preferred vehicle for family offices and private funds that want upstream exposure without running a field office. The market has followed: dedicated non-op funds raised significant capital in 2026, and public non-ops evaluated billions of dollars of deals in the first quarter alone. The legal work is distinct from operator work. The non-op does not control the drilling schedule, the vendor list, or the accounting — so everything depends on what the JOA and the PSA say about consent, audit, information rights, preferential rights, and the operator's standard of care.

We have built our non-op practice around that reality: a diligence checklist that reads the JOA before it reads the title, PSA forms with non-op-specific representations, and post-closing support for JIB audits and AFE disputes. We also form and document non-op funds for sponsors who want to aggregate these positions.

Basins and plays.

Our transactional work runs across the Permian Basin (Midland and Delaware), the East Texas Smackover trend and the Haynesville, the Anadarko Basin and SCOOP/STACK in Oklahoma through Rand Marsh's Oklahoma license, and Utah's Uinta Basin with local counsel. Title and transactional support is available statewide in Texas and in Oklahoma.

Common questions.

What is a non-operated working interest, and why does it need its own counsel?

A non-operated working interest is a share of the cost and revenue of a well or lease held by someone other than the operator. The non-op pays its proportionate share of drilling and operating costs through joint interest billings, receives its share of production revenue, and lives under the joint operating agreement the operator administers. Non-op counsel earns its keep in three places: the acquisition (title diligence, PSA terms, and the assignment), the JOA (consent rights, non-consent penalties, audit rights, and operator removal), and the ongoing relationship (JIB audits, AFE disputes, and preferential rights).

What is a typical flat fee for a PSA or a JOA?

It depends on the size and complexity of the deal, but the point is that you will know the number before we start. A non-op PSA for a package of working interests in a single county, a JOA on the AAPL 2015 form with a custom exhibit set, or a mineral and royalty PSA are each quoted as fixed fees after a short scoping conversation. See how pricing works.

Do you handle title for acquisitions, or only the documents?

Both. Acquisition title opinions, defect notice and curative work under the PSA, and the closing documents are usually handled as one engagement, which keeps the title conclusions and the special warranty language aligned. More on title opinions.

Can you act as outside general counsel to an operating company?

Yes. The retainer model is built for operating companies: a monthly retainer that covers JOA administration, lease maintenance questions, vendor and service agreements, regulatory filings, and the deal work as it comes. It is the energy version of our fractional general counsel practice.

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