In this episode of Ounce of Prevention, attorneys Miranda and Rachel take listeners behind the scenes of one of the most critical—but often overlooked—parts of any transaction: the closing. Whether you're acquiring an asset, negotiating a sale, or advising clients through the process, knowing how to manage a closing effectively can mean the difference between a smooth handoff and a major headache.

The conversation begins with a clear explanation of what a “closing” really entails—breaking down not just the moment the deal is signed, but the full scope of ancillary documents, logistics, and moving parts. From there, Miranda walks through what a strong closing checklist looks like, including who needs to see it, how early to circulate it, and why it should be tailored to different types of transactions.

Rachel and Miranda also explore when a closing should be handled in person versus virtually—and the real-world consequences of getting it wrong. They share hard-won insights and even a few cautionary tales about closings that went off the rails, followed by a timely caselaw update to keep you in the know.

If you’re a business owner, dealmaker, or legal professional, this episode offers practical advice to help you navigate closings with clarity and confidence—and avoid the most common (and costly) missteps.

🎃 Bonus: Be sure to catch the announcement about the upcoming Halloween Dealmakers Haunted Hall Gala—a spooky-good networking opportunity!

[0:00] Introduction and teaser: topic of discussing transactions

[1:45] Miranda explains what closings of a transaction and ancillary documents are

[4:59] Rachel asks Miranda what a closing checklists should look like for closing on different assets.

[6:00] Who should be seeing the closing checklist?

[6:39] Ad break - Halloween Dealmakers Haunted Hall Gala announcement

[8:04] How to know when a closing should be in person

[9:58] What can happen when a closing goes wrong

[17:08] Caselaw update

If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

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In this episode, the host breaks down Force Majeure—a legal concept commonly found in contracts; including when to use it and when it cannot be used. The term, French for "superior force," is discussed in the context of natural disasters, wars, pandemics, and other unforeseen events. The podcast explains when the clause can be triggered, what kinds of events typically qualify, and why simply being difficult or expensive to perform a contract doesn’t usually count.

Real-world examples are used, like how businesses invoked force majeure during the COVID-19 pandemic to cancel events or delay deliveries. The episode also touches on how courts interpret these clauses and why exact wording matters.

For more detailed show notes, navigate using the time stamps below:

[0:00] Introduction

[1:05] Halloween Dealmakers Haunted Hall Gala announcement

[2:06] When to use force majeure and when you can’t

[3:57] Caselaw update

If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

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How do you go from sale to signing? In today’s episode of An Ounce of Prevention, host Rachel Reese speaks with Robert Ward, the Vice President of Business Development at Kuva Systems, on the tension between making a sale and getting the contract signed. They discuss Kuva’s role in methane mitigation, the sales cycle, the move from a verbal agreement to a contract, and the common points of contention in the contracting process.

As always, we end with our Case Law segment, which will discuss the implications of ConocoPhillips Company v. Kenneth Hahn for Non-Participating Royalty Interest.

For more detailed show notes, navigate using the time stamps below:

[0:00] Introduction

[1:28] Today’s episode will focus on the tension between making the sale and getting the contract signed. Our guest is Robert Ward, the Vice President of Business Development at Kuva Systems.

[1:47] Robert has been in the oil and gas space for thirty years. Six years ago, he was introduced to Kuva’s work on methane mitigation.

[6:20] Following the verbal agreement on a sale, what happens? There are a lot of variables at play, and some MSAs have preexisting conditions that can affect your deals.

[9:41] Following the Kuva team’s responsibilities, they hand things off to RR&A. They have tuned their guardrails over time to accommodate broad MSAs.

[13:17] Robert likes to educate his clients on the nuances of his product as early in the sales process as possible to prepare for common pitfalls in MSAs and labor understandings.

[14:30] Kuva is proactively trying to make things easier on the customer, both in the sales cycle and beyond.

[17:13] The methane space is complicated, and there are fears on the part of many customers. Methane regulation is not a moneymaker for these teams, but it can be addressed at scale cost-effectively.

[18:30] Today’s case is ConocoPhillips Company v. Kenneth Hahn, a recent ruling by the Texas Supreme Court that provides guidance on whether a Non-Participating Royalty Interest can later be converted into a floating royalty.

If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

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NDAs are used for a wide variety of purposes, from keeping employee trade secrets confidential to sharing relevant information with investors. In today’s episode, Rachel Reese focuses on NDAs as they apply to selling assets. Reviewing your NDAs carefully now can help you avoid legal trouble later, so understanding the common clauses to look for can help your business stay in the clear.

Tune in for an explanation of Non-Disclosure Agreements, clauses that should not be part of them, points to review carefully, and our much-loved case law segment.

For more detailed show notes, navigate using the time stamps below:

[0:00] Introduction

[0:40] NDAs, or Non-Disclosure Agreements, can be used for a variety of purposes. Today’s episode will focus on NDAs in the context of buying and selling assets, typically as a

requirement to access information in a data room.

[2:40] Something that should not be in this type of NDA is a non-solicit provision. Non-solicit provisions should not be a part of an asset sale NDA. Additionally, non-compete clauses should be reviewed carefully for the location specified in Exhibit A.

[4:05] The “return or destroy” clause may say that the buyer must return or destroy all of the confidential information given to them once the NDA terminates. Monitoring these deadlines and gathering the necessary information to return requires significant manpower.

[5:55] Today’s case is a recent ruling from the Supreme Court of North Dakota called Higgins v. Lund is a fixed vs floating royalty case involving a title dispute. In January 2017, the Higgins Plaintiffs sought a judgment to quiet title to mineral interests and to recover oil and gas proceeds. The Lund Defendants denied the allegations and asserted counterclaims seeking quiet title to the minerals.

If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

Want more ways to stay up to date on the latest industry-specific news? Subscribe to our monthly newsletter: https://rreeselaw.com/insights/an-ounce-of-prevention-by-rra/

Do you know how to read a Certificate of Insurance? Lots of people who handle Certificates of Insurance never learned how to read them, but Certificates of Insurance offer key insights that you will need to understand to minimize your liability. Today, we’re welcoming back Phil Lukefahr, who serves as Senior Vice President within the Natural Resource Group at CAC Specialty.

In this episode of An Ounce of Prevention, Phil and Rachel discuss what Certificates of Insurance are, how to read them, and key sections of Certificates of Insurance to pay attention to. Rachel ends the episode by discussing Franklin v. Regions Bank, a recent ruling on lease extensions.

Follow along by viewing a typical vendor certificate: https://drive.google.com/file/d/1DBJJoIBMtLS86zy9B0JIKoKxiZDX9tJX/view?usp=drive_link

For more detailed show notes, navigate using the time stamps below:

[0:00] Introduction

[3:27] Certificates of Insurance are usually requested as proof that companies have the insurance they need to have. However, it is not a guarantee of future coverage. The certificate itself indicates this.

[5:04] The insurers listed to the right are a high-level summary of the insurance companies that will be expanded upon later in the form.

[7:20] The Commercial General Liability Coverage layer is the first million dollars of protection for any third-party bodily injury or property damage. The “primary layers” are general liability, commercial auto, and workers' compensation.

[10:12] Occurrences are any one loss, whereas your umbrella liability is an aggregate.

[11:25] What is the difference between excess and umbrella coverage? Phil says there basically is none. He typically calls the first tranche of umbrella coverage the umbrella, and everything else purchased afterwards is excess.

[14:14] What is the difference between additional insured and the certificate holder? A certificate holder can be someone you engage in an MSA with, or anybody who needs evidence that you are abiding by your contract. The named insured is the policy purchaser, and the additional insured is an endorsement that protects you from additional liability.

[19:01] Today’s case is a recent ruling from the Fifth Circuit Court of Appeals called Franklin v. Regions Bank. This case stems from a leasing error on a mineral-rich property atop Louisiana’s Haynesville Shale, one of the most valuable natural gas formations in the U.S. The plaintiffs, two lessors, sued Regions Bank, the entity responsible for managing their mineral interests.

If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

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How do you know what type of contract is appropriate for a vendor? In today’s episode of An Ounce of Prevention, Rachel Reese speaks to Matt Reynolds on the types of agreements he has seen in and around the oil industry. Matt and Rachel discuss MSAs, IADCs, CSAs, and more; and how each type of contract may or may not be applicable to a contractor’s work. Additionally, they discuss the common pitfalls and mistakes they see companies make in contracting.

Rachel and Matt begin by discussing the different types of contracts and their most common uses. They spend extra time on MSAs, which Matt says should be modular if they are drafted correctly. Finally, Rachel discusses the recent Wyoming Supreme Court Chesapeake Exploration, LLC v. Morton Production Company decision, and what it means for the COPAS Form.

For more detailed show notes, navigate using the time stamps below:

[0:00] Intro

[1:39] Matt described his background — he has worked on commercial contracts in and around the oil industry for over two decades.

[2:40] The first question Matt asks vendors is whether they are working on a one-off contract or a more long-term partnership. While one-off contracts can be simple, longer term relationships need to be handled more carefully.

[4:52] MSAs are specifically crafted to work with the risks and responsibilities in field or well-site work. A well drafted MSA can be modified.

[6:22] Drilling companies usually use an IADC instead of an MSA due to their unique risk profile.

[9:22] CSAs, or consulting service agreements, are generally for anyone who is providing advice and supervision, and is not providing goods of any kind.

[11:11] The most common other contracts Matt sees in the industry are licensing agreements, software as a service agreements, supply contracts, and exclusivity agreements, among many others. NDAs and confidentiality agreements are also extremely common.

[12:54] The most common mistake clients make is taking a one-size-fits-all approach to creating contracts.

[16:38] In the case law segment, Rachel discusses a case that touched on the COPAS Form including in most Joint Operating Agreements and Unit Operating Agreements. The Wyoming Supreme Court recently ruled on the case, Chesapeake Exploration LLC v. Morton Production Company, in favor of Morton.

If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

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The first episode of An Ounce of Prevention is about a key solution companies use to handle insurance requirements under MSAs - tiered insurance. Phil Lukefahr, the Senior Vice President of the Natural Resources Group within CAC Specialty, has extensive experience with tiered insurance. In fact, he has worked in oil and gas insurance for over two decades. He explains what tiered insurance does, the problem that it solves, and how it applies in a variety of cases. Rachel also discusses the implementation of the Corporate Transparency Act (CTA) and the lengthy process behind its implementation.

Starting with a conversation on tired insurance, Rachel speaks to Phil about his experience with tiered insurance and why his clients find it useful. Rachel moves into discussing insurance applications with different types of projects. Finally, Rachel discusses the implementation of the CTA.

For more detailed show notes, navigate using the time stamps below:

[0:56] Rachel introduces today’s guest, Phil Lukefahr. Phil serves as the Senior Vice President for the Natural Resources Group at CAC Specialty.

[2:21] Phil says that operators and contractors start at a fundamental difference — operators want as much insurance as possible, while contractors see insurance cutting into their profits.

[3:57] Rachel says that the solution to this difference is tiered insurance. There are different tiers for different risk profiles.

[4:47] Some of Phil’s clients put tiered insurance into their MSAs upfront, while others internally categorize contractors.

[7:23] In situations where operators have a go-to “guy” they want to work with, Phil recommends assessing whether this person would qualify for your workers’ compensation, which would be the best solution. If that does not work, having a strong contract in place is crucial.

[10:42] How does insurance work with a well control company? For one, Phil says that your MSA should be ironed out ahead of time. Your contract should also take into account the extra risk involved in drilling.

[13:16] On January 1st, 2024, the Corporate Transparency Act went into effect. Rachel spends the final segment of the show discussing the CTA and the legal process of its implementation.

If you enjoyed this conversation and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

Want more ways to stay up to date on the latest industry-specific news? Subscribe to our monthly newsletter: https://rreeselaw.com/insights/an-ounce-of-prevention-by-rra/

Like Benjamin Franklin said, “an ounce of prevention is worth a pound of cure.” In this podcast, we provide short, informative episodes drawing on industry expertise to give you the know-how to advance your career.

Host Rachel Reese is the Founder, CEO, and Executive Partner of R. Reese & Associates, an energy-focused law firm. RR&A is dedicated to keeping clients and listeners informed about legal risks while supporting their business goals: as we like to say “we are in the business of building companies and helping executives sleep at night.”

Whether you are interested in learning more about industry fundamentals or new legal territory, you will come away from each episode more informed and prepared to help your business succeed.

An Ounce of Prevention is launching on April 8th, 2025. Subscribe now so you don’t miss an episode!

If you enjoyed this trailer and would like to discuss how RR&A’s Outsourced Legal Department can help your company, visit the R. Reese & Associates Website: https://rreeselaw.com/

Want more ways to stay up to date on the latest industry-specific news? Subscribe to our monthly newsletter: https://rreeselaw.com/insights/an-ounce-of-prevention-by-rra/