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, intellectual property, 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
“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
- 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
- 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
- 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
- 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
- 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
- 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
- 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’
- 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
- 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
- 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
- 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
- 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
- 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
- Represented Mexican investors in restructuring of investment in U.S. food
- 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
- 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
- Represented commercial construction company in arbitration before the American
- Represented entertainment provider in criminal prosecution alleging licensing
- 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
- Represented manufacturer of food processing equipment in product defect lawsuits.
- Represented petroleum equipment manufacturer in breach of contract case
- Represented executive search firm in lawsuit against former employee for
breach of non-compete agreement.