Sam Allen is a partner in the corporate and securities section of Porter & Hedges. He has been in private practice for 25 years, representing issuers and underwriters in private and public offerings of equity and debt securities, mergers and acquisitions and corporate finance. Mr. Allen has been selected as a "Texas Super Lawyer" in Securities/Corporate Finance in surveys conducted by Texas Monthly since 2004.

His clients are engaged in a wide array of businesses, including oil and gas well service; oil and gas exploration and production, both domestically and internationally; investment banking; environmental restoration; manufacturing; Internet-based technology, marketing and services and biotechnology. He also has extensive experience in:

• SEC registration and reporting requirements
• forming and structuring start-up ventures
• executive employment and compensation matters
• proxy contests and similar matters
• representation of boards of directors and conflicts committees on fiduciary duty and internal investigation matters

Mr. Allen was adjunct professor of law at the University of Houston Law Center from 1991 through 1994. Before joining Porter & Hedges in 1990, he practiced securities law at the New York law firm of Brown & Wood for eight years.

Representative Experience

• General representation of the world's largest onshore oilfield well service company, including:
• public offerings of common stock;
• public offerings and private placements in Rule 144A offerings of an aggregate of over $1 billion of notes and convertible debentures, including follow-on exchange offers for publicly-traded securities;
• universal shelf registration;
• acquisition shelf registration;
• lead counsel in an acquisition program for the purchase of over 50 well service companies for aggregate consideration of over $700,000,000;
• Texas counsel in a hostile tender offer for the successful takeover of a public well service company.
• Public and private sale of approximately $1 billion of senior notes, convertible senior debentures and zero coupon convertible bonds for a major oil and gas manufacturing company.
• Representation of oil and gas exploration and production company operations in the Republic of Georgia in connection with its domestic financing activities and listing for trading of its securities in the United States.
• Representation of an acquisition company in connection with the purchase of a refinery.
• Representation of audit and conflicts committee of a major pipeline company in the sale of certain assets and the initial public offering of the partnership units of its general partner.
• Tender offer for all outstanding common stock of an oil and gas production company.
• Acquisition of the Houston Aeros Hockey Team.
• Formation of an Internet-based marketing company and the related private placement of convertible subordinated notes.
• Merger of the worlds first and third largest environmental lining companies.

Professional / Civic Affiliations

• Martindale Hubbell AV Rated Attorney
• Member of American Bar Association, Section on Corporations, Banking and Business Law State Bar of Texas, Business Law Section Association of the Bar of the City of New York.
• Founder and President of the Deacons of Deadwood Motorcycle Club, which in the last five years has raised nearly $500,000 for childrens charities in the Houston area (2002 - present).
• Past Director, Prevent Blindness (2000 - 2002)

News

• 27 Porter & Hedges' Attorneys Named as 2006 Texas Super Lawyers (9/25/2006)
• Seventy Percent of Porter & Hedges' Partners Selected as Super Lawyers (10/1/2005)

Publications

• Blackouts, Brownouts and Regulators (9/29/2003)
• Representations, Warranties Play Vital Role In Contracts (5/16/2003)
• Eliminating Taxes on Dividends a Touchy Topic (2/3/2003)
• A Lawyers Guide to the Operation of Underwriting Syndicates (10/1/1991)
• The Transmission of Offering Proceeds to Escrow Under Securities Exchange Act Rule 15c2-4 (12/1/1986)
• A Guideline to Compliance with Securities Exchange Act Rule 15c2-4 (7/31/1986)
• Handling and Releasing Material Information (Good and Bad) (4/1/1985)
• Special Problems of Publicly-Traded Partnerships (1/1/1985)
• Partnership Interests as 'Securities' Under the Securities Act of 1933, Oil and Gas Financing, Current Practice and Anticipated Developments (5/1/1983)
• Executive editor and author of four articles, Washington & Lee Law Review (1/1/1982)

Articles

• Survey: In light of recent cases, what would be the prudent course of action for companies seeking the best directors and officers, and for business leaders who are requested to serve as directors and officers? (2/11/2005)
• Pro Bono: "Thank You" Is Pay For Lawyers' Service (2/9/2004)
• Enron Saga Sheds Light On Disclosure Requirements (2/1/2002)

Events

• Securities Offering Reform, Practicing Law Institute (12/9/2005)
• Liability for Fraud and Criminal Actions, Corporate Responsibilities (Section 302), Corporate Governance and Internal Controls: What Sarbanes-Oxley Means for Business, National Business Institute (11/29/2005)
• The Art of Negotiation, Negotiating and Drafting Major Commercial Agreements, Atlas Education Seminar (11/8/2004)
• The Sarbanes-Oxley Act of 2002: What Todays Attorneys Need To Know, National Business Institute (12/8/2003)
• Handling and Releasing Material Information (Good and Bad), Southwest Legal Foundation Series (4/1/1985)
• Partnership Interests as Securities Under the Securities Act of 1933, Oil and Gas Financing, Current Practice and Anticipated Developments, Practicing Law Institute (5/1/1983)