Investing in Energy, Efficiently

Josh Dazey, general counsel and corporate secretary for U.S. Energy Development Corporation, discusses his role as solo general counsel at an award-winning upstream oil and gas firm, as well as why he finds working in the energy sector so fascinating.

CCBJ: Upstream oil and gas firm U.S. Energy Development Corporation recently brought you in as general counsel. Please tell us a bit about what that entails.

Josh Dazey: I am the solo general counsel here, so my responsibilities are wide-ranging in a legal sense. I manage all legal issues, ranging from general corporate legal matters to litigation. This covers everything from managing litigation, assisting our business development team in negotiating transactions, negotiating commercial and financial contracts, reviewing policies and procedures, advising on compliance and regulatory matters, all the way down to negotiating nondisclosure agreements and advising on human resources matters. As a solo general counsel, I am responsible for matters ranging from the very top, strategic level, all the way down to putting paper in the copy machine when necessary. One of the primary skills of a solo general counsel is to understand when you can handle matters on your own, and when it is best to consult outside legal experts. I think being able to strike the right balance in that respect comes from experience, and just living through enough similar matters to understand when it’s advisable to bring in a subject matter expert.

In addition, given my prior experience in oil and gas and particularly upstream companies and executive management, I bring a certain amount of strategic experience to the table. Part of any good counsel’s job is to point out to your clients when you’ve seen particular situations before, and to take advantage of the different ways that you’ve seen folks address the issues that arise in the operations of an oil and gas company.

How will you utilize your past experience, whether that’s education or previous job experience in your new position with U.S. Energy?

My experience has been very broad. I went to law school at Georgetown and knew that I wanted to be a corporate lawyer. I began my career in the corporate law department at Baker Botts in Houston – a historic Texas-based law firm. While there, I primarily worked on securities matters and mergers and acquisitions. After I’d been there for several years, I moved to a satellite office in Palo Alto that had much more venture capital work, where I got involved with some alternative energy clients as well. I moved from there to a private equity–backed hybrid, upstream and midstream master limited partnership, where I was their Associate General Counsel of Securities and Finance and Assistant Secretary. And from there I became the general counsel at a Permian-based upstream oil and gas company headquartered in Fort Worth. So, I have a very extensive energy-based background, and I’ve worked on everything from public company securities and M&A, all the way down to being a solo general counsel advising on human resources issues or commercial issues, oil and gas purchase contracts, credit agreements, and so on.

My background has provided me with familiarity regarding a variety of unique issues that might arise in this industry, and helps me to solve for matters that may not be apparent on the front end. Where I have seen complexities arise with other clients or at other jobs, I am able to say, “Hey, as we’re solving this issue that’s in front of us right now, let’s look at the future too. I’ve seen this come up, let’s make sure we address certain matters on the front end.” Having that deep background in energy, and in Texas as well, allows me to provide more value to my clients here.

Having that deep background in energy, and in Texas as well, allows me to provide more value to my clients here.

What makes you passionate about the energy industry in particular?

One of my favorite things about being a lawyer is being able to learn about the industries of my clients. It’s hard to be a successful lawyer without understanding your client’s industry and being prepared to address the unique issues that may arise. When I was working in private practice, that was always one of my favorite homework assignments. Sometimes you may have a client with exposure to an industry that you may not have great experience with, and getting up to speed and learning a new business is one of the most appealing parts of the job.

That goes double for the energy industry. I first started working with energy clients at the beginning of my legal career, and obviously it’s been pretty energy focused since then. One of the things that I’ve enjoyed most has been learning the actual business. That goes beyond just the financial statements, and by the way, any corporate lawyer is going to need to learn more about accounting and financial statements than they ever teach you in law school. It’s a fundamental part of understanding how that side of the business works, but with energy, you add something else too. There’s an entire engineering aspect, as well as an entire geology aspect, in the upstream industry in particular. Those are vast fields that people spend their entire careers working in and continually learning about.

As a lawyer, you will never be on their knowledge level, but you must be able to speak with them and understand what they’re telling you. Learning the geology, engineering and accounting to get to that point – it’s all a lot of fun. There’s a limitless pool of things that you can spend time researching. And frankly, it’s fascinating. As a kid, my dad would take me out rock hunting. I didn’t expect that later in my career, I’d be reading college textbooks on geology and rock formations, and that this subject matter would encompass so much of my career. It’s so important to the energy industry. And that’s one of the parts of energy industry – and one of the parts of the legal practice overall – that I love the most. You never stop learning the law, as well as everything else that your client needs you to know to be an effective advisor.

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