Energy, Oil & Gas - GableGotwals

Securities Alert – A Summary of the SEC’s Avalanche of Regulatory Proposals

ggms — Tue, 01 Sep 2026 16:48:48 +0000

September 1, 2026 | By: Jeff Haughey

By now, many of you have heard of a number of SEC proposals that have the potential to enhance capital formation in the U.S. and simplify the reporting process. In addition to these proposals, the SEC has designated a number of other proposed rule amendments in its Reg Flex Agenda that would further enhance these goals with an estimated proposal issue date as early as October of this year. There is no guarantee that any of the amendments to be proposed will be so issued by October. Regardless, public companies, their securities counsel, and their accountants will be very busy with this avalanche of proposals well into next year. Hopefully, the final rules will have the desired effects.

This Alert summarizes the proposals that will impact most public companies.

I. Rules Already Proposed by the SEC

A. Semi-Annual Reporting (comment period expired)

On May 5, 2026, the SEC announced a proposed rule that would give public companies the option of filing semi-annual reports rather than traditional quarterly reports. Form 10 S would generally require substantially the same categories of disclosure currently included in Form 10 Q, but on a six-month basis.

As proposed, companies reporting semi-annually would be required to include interim financial statements prepared in accordance with U.S. GAAP. Narrative disclosures would address performance and trends over a semi-annual period. If the rule were adopted, semi-annual reports on Form 10-S would be due within 40 or 45 days after the end of the first semi-annual period of the fiscal year, depending on the company’s filer status.

Notwithstanding the large number of negative comments received by the SEC, there is a fair chance this rule will be finalized this year and go into effect next year. Those companies that choose to adopt semi-annual reporting are expected to voluntarily continue to issue earnings releases and hold earnings calls every quarter.

B. Filer Status (comment period expired)

On May 19, 2026, the SEC proposed rule and form amendments that would extend current disclosure scaling and other accommodations to most public companies; grant the smallest public companies extended deadlines to file their periodic reports; and simplify the public reporting company filer status framework.

SEC rules currently categorize public companies into five different compliance buckets. The proposal, if adopted, would raise the Large Accelerated Filer threshold from $700 million to $2 billion in public float, reserving the most demanding disclosure rules and reporting deadlines for the largest public companies.

According to the SEC’s Fact Sheet, other highlights include:

Requiring that the public float threshold be met two years consecutively so that a one-year swing alone does not change filer status.
Requiring at least 60 consecutive calendar months of reporting before a company can become a large accelerated filer.
Eliminating the categories of accelerated filer and smaller reporting company filer so that all companies that are not large accelerated filers simply become non-accelerated filers. Non-accelerated filers would not be required to obtain an auditor’s attestation on a company’s internal control over financial reporting.
Extending to all non-accelerated filers the same disclosure scaling and other accommodations currently available to smaller reporting companies and emerging growth companies. This includes no say-on-pay or say-when-on-pay shareholder advisory votes, scaled executive compensation disclosure (including no pay versus performance disclosure), and fewer years of financial statements (with reduced presentation requirements).
Establishing a new sub-category of small non-accelerated filers for companies with total assets of $35 million or less for the two most recent years. Small non-accelerated filers would have an additional 30 days to file Form 10-K annual reports and an additional five days to file Form 10-Q quarterly reports.

C. Registered Offering Reform (comment period expired)

Also on May 19, 2026, the SEC proposed reforms to the registered offering process that are intended to encourage public capital formation by increasing efficiency, flexibility, and cost savings for public companies, while making it easier for broker-dealers to provide research coverage for a broader universe of public companies and maintaining robust investor protections.

According to the SEC’s Fact Sheet, the proposed amendments would:

Revise Form S-3’s eligibility criteria to enable a greater number of public companies to conduct shelf offerings, which allow quicker access to the public capital markets.
Extend registration and offering communication flexibilities, many of which currently are reserved only for “well-known seasoned issuers,” to a broader set of issuers.
Preempt state securities law registration and qualification requirements for all registered offerings.
Modernize Form S-1 by expanding the ability to incorporate information by reference into that form.
The SEC also proposed to amend the form’s instructions to provide that an issuer would remain Form S-3 eligible notwithstanding an untimely filing having been made during the relevant lookback period so long as: (a) the filing was made within seven calendar days of the original due date, and (b) the issuer made only one untimely filing during the relevant lookback period.

D. Rescind Climate Disclosure Rules (comment period expired)

On May 29, 2026, the SEC also proposed to rescind the climate disclosure rules approved in 2024 in their entirety because they exceed the scope of the agency’s statutory authority.

E. E-Delivery Proposal (comment period expires on September 21, 2026)

On July 16, 2026, the SEC proposed an e-delivery approach that includes requirements and conditions under which required information could be delivered electronically without first obtaining affirmative consent. It generally would supersede the Commission’s decades-old, guidance-based e-delivery approach and provide savings to issuers, market intermediaries, and, ultimately, investors, in paper, printing, and postage costs.

For materials that do not contain personal financial information (PFI),public companies would be permitted to deliver the materials directly to an electronic address, such as via email attachments, documents embedded in emails, or a similar direct electronic transmission.

Reg E-Delivery generally would disallow direct email delivery for materials containing PFI. Instead, public companies would be permitted to send a statement notifying recipients that materials are available through a secure website after completion of a process reasonably designed to protect PFI (e.g., password authentication). This approach also could be used for materials that do not contain PFI.

Public companies generally would be required to:

provide prominent disclosure regarding electronic delivery;
permit recipients to opt out at any time;
provide paper copies upon request free of charge;
permit recipients to update their electronic address without charge;
maintain written procedures to identify and remediate failed electronic deliveries;
maintain website availability standards for electronically delivered materials; and
comply with specified content, timing, and formatting requirements for electronic communications.

The proposal includes a transition process for investors and others who are currently receiving regulatory information in paper format. These recipients would receive two paper notices regarding the transition to e-delivery under the rule, which would provide information about the upcoming transition and the ability to opt out of e-delivery.

F. Sale of Crypto Assets (comment period expires on October 20, 2026)

On August 18, 2026, the SEC proposed new rules, titled “Regulation Crypto Assets,” that would create a clear and fit-for-purpose framework for certain investment contracts involving crypto assets.

According to the SEC’s Fact Sheet, the proposed rules include two exemptions from the registration requirements of the Securities Act of 1933 specifically tailored to certain investment contracts involving crypto assets. The first is a one-time exemption that would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and be subject to ongoing reporting requirements.

The proposed rules also include a conditional safe harbor from the term “investment contract” in the definitions of “security” in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of “security.” In addition, the proposed rules would preempt state securities law registration and qualification requirements with respect to offers and sales of securities issued pursuant to an exemption in Regulation Crypto Assets, as well as certain secondary market transactions.

II. Rules Anticipated to be Proposed Pursuant to the Current Reg Flex Agenda

A. Shareholder Proposals Under Rule 14a-8

On August 14, 2026, the Division of Corporation Finance (Corp Fin) announced that it has determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1), effective immediately. It also will no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy materials. Companies will continue to be required under Rule 14a-8(j) to submit notices to the Commission containing the information required by the rule when they intend to exclude shareholder proposals from their proxy materials.

B. Amendments to Certain Proxy Rules (aka Proxy Solicitation Modernization)

Corp Fin is considering asking the Commission to propose amendments to modernize certain rules regarding the proxy solicitation process, including certain filing and procedural requirements relating to proxy solicitations and shareholder meetings, to reduce costs and compliance burdens. It is speculated that this initiative may address longstanding operational issues in the proxy system, including the objecting beneficial owner (OBO) and nonobjecting beneficial owner (NOBO) framework, shareholder communications, and other aspects of proxy distribution and processing.

C. Rule 144

Corp Fin is considering recommending that the Commission repropose amendments to Rule 144, a non-exclusive safe harbor that permits the public resale of restricted or control securities if the conditions of the rule are met, to increase instances in which the safe harbor would be available.

D. Exempt Offerings

Corp Fin expects to recommend that the Commission propose rule amendments to facilitate capital formation and simplify the pathways for raising capital for, and investor access to, private businesses, including potential amendments to the definition of accredited investor.

E. Disclosure Practices

Corp Fin expects to propose rule amendments to rationalize disclosure practices to facilitate material disclosure by companies and shareholders’ access to that information. Considering the number of likely amendments to Reg S-K, it seems likely that this will not come about until mid-2017.

F. Executive Compensation Disclosure

Corp Fin is proposing rule amendments to Item 402 of Regulation S-K to rationalize executive compensation disclosure requirements. On August 26, 2026, the SEC submitted a rule proposal titled “Executive Compensation Disclosure Reform” to the White House’s Office of Information and Regulatory Affairs (OIRA).

The SEC signaled that it was considering potential changes to the executive compensation disclosure rules by holding a roundtable on executive compensation disclosure requirements on June 26, 2025.

A consistent theme throughout the roundtable was the complexity of the compensation tables and the required methodologies for reporting the required information. During the roundtable, the panelists considered the concept of materiality, including whether executive compensation information is material to investors. Among the other topics that were addressed were the use of principle-based disclosure requirements versus prescriptive disclosure requirements, pay versus performance disclosure requirements, the mandatory clawback requirements, and the CEO pay ratio disclosure requirements.

It’s unlikely for any such rule changes to take effect for the 2027 proxy season, but the SEC appears to be moving rapidly on this topic.

G. Enhancing Retail Exposure to Private Markets

Corp Fin is considering recommending that the Commission propose amendments to existing rules and/or propose new rules under the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to better facilitate retail investor exposure to private markets through registered investment companies and to allow investment advisers to charge performance fees to an expanded set of clients.

H. Definition of Dealer and Regulatory Status of Finders

Corp Fin is contemplating amendments regarding the scope of, and exceptions from, the term “dealer.” It is also considering proposing new rules concerning the regulatory status of “finders” for purposes of Section 15(a) of the Exchange Act.

Clearly, these proposals will require careful consideration for some time to come.

Jeffrey T. Haughey is an attorney in GableGotwals’ Corporate & Securities Law Group. For assistance, please contact your GableGotwals attorney or a member of our Corporate & Securities Team.

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Environmental Alert – Clean Air Act Pulse Check: Where EPA’s NSPS OOOOb/c Methane Rules Stand Today

ggms — Mon, 31 Aug 2026 20:45:04 +0000

Download PDF version >

August 31, 2023 | By: Tim Sowecke, Travis Lee, and Tyler A. Self

Despite two years of political and regulatory turbulence, the Environmental Protection Agency’s (“EPA”) New Source Performance Standards (“NSPS”) Subparts OOOOb/c remain in effect and are the dominant framework for regulating methane and volatile organic compound (“VOC”) emissions in parts of the oil and gas sector. Importantly, OOOOb establishes direct federal requirements for new, modified, and reconstructed sources, whereas OOOOc functions through state and tribal implementation plans applicable to existing sources.

The “Pulse Check” on NSPS OOOOb/c
EPA finalized both rules in March 2024, then initiated reconsideration in March 2025 after industry petitions. EPA subsequently finalized targeted revisions to certain temporary flaring and net heating value (“NHV”) requirements and extended many, but not all, compliance deadlines to January 22, 2027 (continuous NHV monitoring got a shorter, 120-day extension). While EPA has signaled more reconsideration rulemaking is coming, that messaging does not amount to a rescission and operators should stay apprised of compliance obligations.

Why the Current Status Matters
NSPS OOOOb/c together substantially widen the regulatory net beyond the older NSPS OOOO/a framework: centralized tank battery compressors, liquids unloading, associated gas from oil wells, pneumatic pumps, and “Super-Emitter” response obligation for third-party detected releases above 100 kg/hr.

Many operators will face periodic electronic reporting through EPA’s CEDRI platform, along with expanded recordkeeping, certification, and reporting obligations, including OGI leak surveys under Appendix K, and expanded requirements applicable to storage vessels. Critically, OOOOc extends methane requirements to existing facilities through state and tribal implementation plans. The mere fact that a facility predates OOOOb does not, by itself, exempt that facility from future OOOOc obligations.

What Operators Should Be Doing Now, Especially for OOOOc
Because OOOOc compliance runs through state plans, Operators should:

Track state-plan development in every jurisdiction where they operate — state-plan requirements and timing will vary.
Run equipment and data-gap assessments for pre-OOOOb assets so potential compliance issues can be identified before state implementation plans become effective.
Build (or automate) recordkeeping systems that can: cover annual certifications, notification deadlines, stakeholder responsibilities across environmental, engineering, legal, and operations teams, and store and process large amounts of data.
Establish a Management of Change procedure so any equipment or process change is checked against both rules before it happens.
Treat permitting as two-directional: prospective compliance for new/modified equipment under OOOOb, retrospective readiness and flexibility for existing equipment under OOOOc.

Key Takeaways
EPA’s ongoing reconsideration and extended compliance deadlines have changed portions of the implementation timeline, but they have not displaced OOOOb/c as the current regulatory framework governing methane emissions from much of the oil and gas sector. For new, modified, and reconstructed sources, OOOOb remains the operative federal standard. For existing sources, the more consequential question may be not whether OOOOc arrives, but how and when state and tribal implementation plans will translate federal requirements into facility-specific obligations. Operators that use this period to close data gaps, strengthen recordkeeping, evaluate legacy assets, and build adaptable compliance systems will be better positioned to respond to future rule changes, state-plan requirements, and enforcement expectations regardless of where EPA’s broader reconsideration ultimately lands.

For assistance with regulatory compliance, permitting, enforcement, and related matters, please contact any member of the Environmental and Natural Resources Team.

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Best Lawyers in America Names 64 GableGotwals Attorneys to its 2027 List

Katie Huber — Thu, 20 Aug 2026 14:30:06 +0000

August 20, 2026 | GableGotwals is pleased to announce that 64 lawyers have been recognized in the 2027 Edition of The Best Lawyers in America, one of whom was newly included, and seven newly named on the “Ones to Watch” list. In addition, 7 GableGotwals attorneys were named 2026 “Lawyer of the Year.”

Best Lawyers has published their list for more than three decades. Its first international list was published in 2006, and since then has grown to provide lists in more than 75 countries. Lawyers on The Best Lawyers in America list are divided by geographic region and practice areas and are reviewed by their peers on the basis of professional expertise.

GableGotwals would like to congratulate the following attorneys named to the 2027 The Best Lawyers in America list:

The Best Lawyers in America
Houston
	John D. Sullivan Commercial Litigation
Oklahoma City
	Ellen A. Adams Energy Law Employment Law – Management	Litigation – Labor and Employment
	Jeffrey A. Curran Insurance Law Personal Injury Litigation – Defendants (Lawyer of the Year)	Product Liability Litigation – Defendants
	E. Talitha Ebrite Banking and Finance Law Commercial Litigation	Energy Law Oil and Gas Law
	Jake M. Krattiger Commercial Litigation Oil and Gas Law
	Lance E. Leffel Commercial Litigation Construction Law	Insurance Law (Lawyer of the Year) Litigation – Insurance
	Robert G. McCampbell Administrative / Regulatory Law Bet-the-Company Litigation Commercial Litigation Criminal Defense: White-Collar	Government Contracts Government Relations Practice Health Care Law Litigation – Regulatory Enforcement (SEC, Telecom, Energy)
	Nick V. Merkley Commercial Litigation Energy Law	Litigation – Mergers and Acquisitions Oil and Gas Law
	J. Blake Patton Commercial Litigation
	Leo J. Portman Corporate Law Energy Law	Litigation – Trusts and Estates
	Brooks Richardson Commercial Litigation
	Rob F. Robertson Commercial Litigation Corporate Governance Law Energy Law Oil and Gas Law	Litigation – Banking and Finance Litigation – Bankruptcy Litigation – Environmental (Lawyer of the Year) Litigation – Real Estate
	Leasa M. Stewart Insurance Law Litigation – ERISA	Product Liability Litigation – Defendants
	Amy M. Stipe Commercial Litigation Oil and Gas Law
Tulsa
	Steven J. Adams Commercial Litigation Mass Tort Litigation / Class Actions – Defendants
	Jennifer R. Annis Health Care Law Litigation – Health Care	Litigation – Insurance (Lawyer of the Year) Medical Malpractice Law – Defendants
	John R. Barker Banking and Finance Law Corporate Law Securities / Capital Markets Law
	Brandon C. Bickle Banking and Finance Law Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Commercial Litigation
	Frank J. Catalano Copyright Law Patent Law	Trademark Law
	Jason B. Coutant Banking and Finance Law Corporate Law
	John D. Dale Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
	Renee DeMoss Commercial Litigation Insurance Law	Litigation – ERISA
	Adam Doverspike Commercial Litigation Municipal Law
	Alicia J. Edwards Patent Law
	Grant Fitz Litigation – Insurance Medical Malpractice Law – Defendants	Personal Injury Litigation – Defendants
	Craig A. Fitzgerald Commercial Litigation Insurance Law	Litigation – Antitrust Litigation – Intellectual Property
	Amelia A. Fogleman Appellate Practice Commercial Litigation	Litigation – Antitrust
	John A. Gaberino, Jr. Energy Law
	Jeffrey D. Hassell Banking and Finance Law (Lawyer of the Year) Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Corporate Law (Lawyer of the Year)
	Jeffrey T. Haughey Securities / Capital Markets Law Securities Regulation
	Steven G. Heinen Banking and Finance Law Corporate Law
	Philip D. Hixon Appellate Practice Commercial Litigation
	Thomas J. Hutchison Banking and Finance Law Corporate Law	Real Estate Law
	Susan I. Jordan Health Care Law Litigation – Health Care
	Stephen W. Lake Banking and Finance Law Commercial Litigation Corporate Law Energy Law (Lawyer of the Year)	Mergers and Acquisitions Law Oil and Gas Law Securities / Capital Markets Law Securities Regulation
	Lloyd W. Landreth Litigation – Environmental Natural Resources Law
	David Limekiller Commercial Litigation Litigation – Labor and Employment
	Graydon D. Luthey, Jr. Commercial Litigation Corporate Compliance Law Corporate Governance Law	Corporate Law Gaming Law Native American Law
	Carrie McNeer Insurance Law
	Todd A. Nelson Copyright Law Litigation – Patent
	Richard B. Noulles Bet-the-Company Litigation Commercial Litigation	Natural Resources Law Oil and Gas Law
	Paul E. Rossler Patent Law Technology Law	Trademark Law (Lawyer of the Year)
	John Henry Rule Banking and Finance Law Commercial Litigation	Litigation – Banking and Finance Litigation – First Amendment
	Michael Scoggins Energy Law
	Deborah C. Shallcross Appellate Practice Arbitration	Family Law
	Trent Shores Commercial Litigation Native American Law
	Lisa T. Silvestri Energy Law Insurance Law
	Tina Soin Banking and Finance Law
	Timothy J. Sullivan, Jr. Commercial Litigation Energy Law
	Sidney K. Swinson Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law Bet-the-Company Litigation Litigation – Bankruptcy
	Chris S. Thrutchley Employment Law – Management Labor Law – Management	Litigation – Labor and Employment
	Mia Vahlberg Commercial Litigation Corporate Law	Energy Law Insurance Law
	Scott R. Zingerman Copyright Law Patent Law	Trade Secrets Law
Best Lawyers: Ones to Watch in America
Oklahoma City
	Gerard M. D’Emilio Appellate Practice Commercial Litigation
	David R. Herber Energy Law
	Scott Kiplinger Litigation – Construction Oil and Gas Law
	Tyler A. Self Natural Resources Law
	Ashlyn Smith Insurance Law Oil and Gas Law
Tulsa
	Bailey Barnes Johnson Corporate Law
	Richard M. Cella Commercial Litigation
	J. Chase Gordon Insurance Law
	Whitney N. Humphrey Banking and Finance Law
	Barrett L. Powers Commercial Litigation Insurance Law
	Jeni Stallings Native American Law
	Alex R. Telarik Commercial Litigation Oil and Gas Law

About GableGotwals
GableGotwals® is a full-service law firm with more than 100 attorneys and 70 other business professionals in Oklahoma and Texas. We represent a diversified client base across the nation, and our connections and reach are global. Fortune 500 corporations, privately owned companies, entrepreneurs, foundations, and individuals entrust us every day with the stewardship and strategic management of their legal challenges.

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Energy, Oil & Gas Alert – Fasken Oil: Another Look at In-Kind Royalty Clauses

Katie Huber — Wed, 29 Jul 2026 16:45:28 +0000

July 29, 2026 | By: Byron Keeling

On March 3, 2026, the Texas Supreme Court released its opinion in Fasken Oil & Ranch, Ltd. v. Puig. In recent years, the Texas Supreme Court has seemingly issued at least one royalty opinion every term. Fasken Oil is the latest in that line of royalty opinions.

The dispute in Fasken Oil arose from a mineral deed in which the Puig grantors reserved a nonparticipating royalty interest of “an undivided one-sixteenth of the oil, gas and other minerals … in, to, and under or that may be produced from [the property] … free of cost forever.”

The owner of the mineral estate, Fasken Oil, operated several oil and gas wells on the property. After producing minerals from the wells, Fasken Oil transported, treated, and processed the minerals, and then it sold all of the minerals — including the Puigs’ 1/16th share of the minerals — to a third-party purchaser at a downstream location.

Fasken Oil paid the Puigs on a net proceeds basis. More specifically, Fasken Oil calculated its royalty payments to the Puigs as follows: it paid the Puig grantors 1/16th of the downstream sales price for Fasken Oil’s production minus the Puig grantors’ 1/16th share of “the costs incurred between the wellhead and the point of sale.”

The Puigs protested that the term “free of cost” in their mineral deed meant that they were entitled to receive their royalty payments on a gross proceeds basis. They argued that they were entitled to receive 1/16th of the gross proceeds that Fasken Oil received on the sales of its mineral production from the property, not 1/16th of the net proceeds.

The Puigs’ argument required the Texas Supreme Court to navigate the contours of several of its recent royalty opinions.

The royalty clause in the Puigs’ mineral deed was an in-kind royalty clause: it expressly reserved to the Puigs 1/16th of the mineral production in-kind. Thus, for every unit of minerals that Fasken Oil produced from the mineral estate, 1/16th of that production belonged to the Puigs.

As the owners of 1/16th of Fasken Oil’s production, the Puigs had the right to take physical possession of their royalty share of the production. And if they had taken physical possession of any of the production, the Puigs could then have sold their share of the production — on their own terms — to a third-party purchaser.

Most royalty owners, especially nonparticipating royalty interest owners, have no practical ability either to take physical possession of any oil and gas production or to market their royalty share of the production. In that event, a producer may sell the royalty owner’s share of the production on the royalty owner’s behalf. Fasken Oil did so. It sold the Puigs’ 1/16th share of the production along with the remainder of its production.

Two of the supreme court’s recent royalty cases, Nettye and Myers-Woodward, suggest that if a producer sells the royalty owner’s share of the production under an in-kind royalty clause, the producer must pay the royalty owner on a net proceeds basis — i.e., it must pay the royalty owner for the royalty owner’s share of the net sales proceeds. As, indeed, Fasken Oil did.

Yet, the Texas Supreme Court in another of its royalty cases, Hyder, has previously commented that the term “cost-free” in a royalty clause “clearly frees the … royalty” of the burden of any “postproduction costs” and therefore contemplates that the royalty owner will receive payment on a gross proceeds basis.

Not surprisingly, the Puigs relied heavily on Hyder to argue that they were entitled to 1/16th of the gross proceeds from Fasken Oil’s downstream sales. The supreme court in Fasken Oil, however, concluded that Fasken Oil properly paid the Puigs on a net proceeds basis rather than a gross proceeds basis. Distinguishing Hyder, the supreme court ruled that under the terms of the Puigs’ mineral deed, the term “free of costs” meant only that the Puigs’ royalty interest was free of production costs:

We hold that the “free of cost forever” language refers to raw minerals produced at the wellhead, not to processed minerals sold downstream. Thus, it does not preclude deduction of postproduction costs from a downstream sales price to arrive at the market value of raw minerals produced at the wellhead.

Fasken Oil may have the effect — intended or unintended — of limiting the “cost-free” discussion in Hyder to its specific facts.

Even so, the result in Fasken Oil is reasonable and fair. If an in-kind royalty owner takes physical possession of its royalty share of the production, it must itself bear the post-production costs necessary to prepare the production for sale in a downstream market. The same should be no less true when the producer markets and sells the royalty owner’s share of the production: the royalty owner should bear its proportional share of the post-production costs necessary to prepare the production for sale.

At the same time, Fasken Oil reinforces what the Texas Supreme Court has frequently recognized in its royalty opinions: the specific terms of the parties’ agreements will control the outcome in any royalty litigation, and the parties are free to agree on terms that may deviate from the general rule or practice.

Especially after Fasken Oil, prudent producers may want to enter into separate purchase agreements with any in-kind royalty owners. Under such agreements, producers could purchase an in-kind royalty owner’s share of the production at the wellhead, specifying that the price they will pay for the royalty owner’s share of the production will be the net proceeds that they receive for that share of the production on selling it — i.e., the price that the purchasers receive for the royalty owner’s share of the production minus the royalty owner’s share of the purchasers’ post-production costs.

The advantage of such separate purchase agreements is that they could more plainly spell out the parties’ respective rights. One of the key lessons in Fasken Oil, as in all of the Texas Supreme Court’s royalty opinions, is that producers and royalty owners should strive to ensure that their royalty agreements plainly say exactly what they intend for them to mean.

This Alert was prepared by Byron Keeling, a member of GableGotwals’ Energy, Oil & Gas Team in the Firm’s Houston office. For questions about this decision or related oil and gas matters, please contact Byron or another member of the team.

Byron Keeling

This article is provided for educational and informational purposes only and does not contain legal advice or create an attorney-client relationship. The information provided should not be taken as an indication of future legal results; any information provided should not be acted upon without consulting legal counsel.

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Law360 – NEPA Reforms Can Fix Permitting Without Weakening Review

ggms — Tue, 21 Jul 2026 13:58:58 +0000

The National Environmental Policy Act is continuing to undergo a period of structural recalibration. A combination of judicial decisions, executive policy direction and proposed legislation reflects a sustained effort to shorten permitting timelines for energy and infrastructure projects while preserving NEPA's core function as a procedural environmental review statute.

GableGotwals Welcomes Travis Lee to the Firm

Katie Huber — Mon, 20 Jul 2026 20:27:41 +0000

July 20, 2026 | GableGotwals is pleased to announce that Travis Lee has joined the Firm’s Tulsa office as an Associate.

Travis has nearly 20 years of industry experience advising companies on complex air and water quality permitting and compliance matters, environmental due diligence, NEPA assessments, OSHA compliance, regulatory inspections, and evolving federal and state environmental requirements.

Prior to joining the Firm, Travis served in senior environmental and regulatory roles with prominent energy companies and environmental consulting firms. His experience includes developing and implementing environmental permitting and compliance programs for upstream, midstream, and energy infrastructure operations across multiple states, advising clients during regulatory inspections and acquisition due diligence efforts, leading environmental, health, and safety audits, and preparing and delivering environmental and regulatory compliance training.

“We are thrilled to welcome Travis to the Firm,” said Tim Sowecke, Co-Chair of GableGotwals’ Environmental and Natural Resources Practice Group. “Travis’ experience advising companies on complex environmental permitting, compliance, and regulatory matters makes him an excellent fit for our Environmental and Natural Resources Law Practice. We are excited to welcome him to our team and look forward to the value he will bring to our clients.”

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Acquisition of Paragon Industries by Integrated Utility Services

ggms — Thu, 16 Jul 2026 18:51:06 +0000

GableGotwals advised Integrated Utility Services (IUS) in its acquisition of Paragon Industries, a long-standing Oklahoma-based manufacturer of high‑quality steel pipe products, through a Chapter 11 restructuring process, preserving a strategic domestic steel pipe manufacturing platform and positioning the company for long-term growth.

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GableGotwals Advises IUS in the Acquisition of Paragon Industries

ggms — Thu, 16 Jul 2026 18:34:07 +0000

July 16, 2026 | GableGotwals recently advised Integrated Utility Services (IUS) in its acquisition of Paragon Industries, a long-standing Oklahoma-based manufacturer of high‑quality steel pipe products.

The Houston-based IUS – owned and led by Tulsa natives Trinity Dawson, Co-founder, President & CEO, and Dustin Ketchum, Co-founder & Executive Vice President – acquired substantially all of the assets of Paragon Industries through a Chapter 11 restructuring process, preserving a strategic domestic steel pipe manufacturing platform and positioning the company for long-term growth.

The transaction provides the capital, operational expertise, and industry relationships necessary to restart operations, retain and create jobs, and re-establish Paragon as a leading supplier of high-quality steel pipe products to energy, utility, infrastructure, and industrial customers throughout North America.

The transactional team was led by Shareholders Nathan H. Atkins, Stephen W. Lake, Jeffrey D. Hassell, Sidney K. Swinson, and James M. Scears, who provided tax support, with assistance from associate, Francesca A. Walentynowicz.

Click here to view the official press release.

About GableGotwals

GableGotwals® is a full-service law firm with more than 100 attorneys and 70 other business professionals in Oklahoma and Texas. We represent a diversified client base across the nation, and our connections and reach are global. Fortune 500 corporations, privately owned companies, entrepreneurs, foundations, and individuals entrust us every day with the stewardship and strategic management of their legal challenges.

Ranked Band 1 in Corporate/Commercial and Energy & Natural Resources by Chambers USA, 2026, with clients stating “GableGotwals is a full-service firm which provides excellent communication and a strong team.”

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Energy, Environment & Natural Resources Alert — ENRD Rewired: DOJ Puts Energy Security in the Caption

Katie Huber — Wed, 15 Jul 2026 17:02:49 +0000

July 15, 2026 | By: Tim Sowecke and Tyler A. Self

The Department of Justice has renamed its Environment and Natural Resources Division (ENRD) the Energy and Natural Resources Division. Same acronym. Different signal. DOJ announced the change on June 29, 2026, after Principal Deputy Assistant Attorney General Adam Gustafson previewed the move in a Wall Street Journal op-ed titled “New Name, New Mission at the Justice Department.” DOJ framed the change around a blunt proposition: “Energy security is national security.”

The rename is not just a branding exercise. It aligns DOJ’s environmental and natural resources litigation shop with the Administration’s broader energy program: domestic production, grid reliability, critical minerals, expedited permitting, defense of federal energy actions, and affirmative challenges to state policies DOJ views as anti-energy or federally preempted. Executive Order 14154, “Unleashing American Energy,” directs agencies to identify and address actions that burden domestic energy development and instructs the Attorney General to consider litigation positions tied to those policy changes.

Why the Name Change Matters

ENRD has always handled more than traditional environmental enforcement. It defends federal permitting decisions, public lands decisions, energy infrastructure approvals, tribal and natural resource matters, and agency action across the federal environmental docket. DOJ’s announcement places that work squarely within the Administration’s broader energy-security agenda.

That is the point for regulated industry. DOJ is signaling that infrastructure, production, and reliability are not peripheral to environmental litigation—they are central to it. In practical terms, that means DOJ will be staffed and directed toward lawyers who understand the operational side of regulated facilities: pipelines, power generation, production, transmission, refining, waste management, permitting timelines, and the constant work of fitting square operations into the round hole of layered federal and state regulation.

But that does not mean environmental enforcement disappears. DOJ expressly stated that ENRD’s environmental enforcement work will continue. The better read is narrower and more useful: facilities should expect an enforcement philosophy that gives more weight to compliance, correction, operational reality, and energy reliability, while still reserving penalties and criminal enforcement for serious, repeated, and fraudulent conduct.

Compliance First Overlay

The DOJ rebrand also fits with EPA’s recent “compliance first” orientation vis-à-vis its “Reinforcing a ‘Compliance First’ Orientation for Compliance Assurance and Civil Enforcement Activities.” For industry, “compliance first” should not be read as “enforcement last.” EPA and DOJ are signaling a preference for correcting violations efficiently, achieving timely compliance, and resolving matters without unnecessary punitive drag where the facility is acting in good faith. Companies still need to monitor, maintain, and update their permits, monitoring, reporting, corrective action records, and audit results—while communicating all of this to regulators in a disciplined, documented manner.

But these two actions, among others, signal a tone shift within the agencies. A compliance first program should favor getting facilities into compliance and keeping them operating lawfully, rather than allowing disputes to become endless penalty exercises detached from environmental outcome—and reality. The best regulated entities will use that shift by moving quickly when issues arise.

National Security Is Now Part of the Environmental Docket

The most important legal signal is the national-security framing. The Administration’s grid reliability order states that rising electricity demand from AI data centers and domestic manufacturing strains the grid and that reliability affects national and economic security.

That framing changes the litigation posture around energy facilities. Environmental permitting disputes, infrastructure challenges, and related disputes may increasingly be argued not only as environmental or administrative law questions, but also as reliability, defense, supply-chain, and economic security questions.

The same point is reinforced by global oil-market pressure tied to Iran and the continuing strategic importance of the Strait of Hormuz. Those external risks sharpen the domestic argument: energy infrastructure, reliability, and production are no longer being treated as ordinary regulatory subjects. They are being framed as national-security assets.

What Regulated Companies Should Take From This

The immediate takeaway is not that compliance risk has gone away. It has not. The takeaway is that the federal enforcement and litigation environment is becoming more operationally literate and more tied to energy security.

Companies should be prepared to show that they are operating responsibly, correcting problems quickly, and maintaining reliable service while complying with permits and environmental laws. That means compliance programs should be current, field-tested, and documented. It also means regulatory communications should be practical, technical, and tied to corrective action.

The new ENRD will likely be more receptive to arguments that lawful operations, energy reliability, and compliance solutions can coexist. But those arguments work only when the facility has the facts to support them.

The best posture is therefore simple: operate, document, correct, and communicate. The federal government may be moving away from enforcement for enforcement’s sake, but it is not moving away from compliance. It is reframing compliance as part of the work required to keep energy and industrial infrastructure moving.

For assistance with regulatory compliance, permitting, enforcement, and related matters, please contact Tim Sowecke or Tyler A. Self. GableGotwals’ Administrative & Regulatory, Energy, Oil and Gas, and Environmental and Natural Resources teams regularly advise clients on environmental, regulatory, and energy matters.

Tim Sowecke
405-568-3308
tsowecke@gablelaw.com

Tyler A. Self
405-235-5589
tself@gablelaw.com

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GableGotwals Welcomes Back Motahareh H. Nickel

Katie Huber — Mon, 29 Jun 2026 16:05:27 +0000

June 29, 2026 | GableGotwals is pleased to announce the return of Motahareh H. Nickel to the Firm’s Oklahoma City office, where she will serve as Of Counsel.

Motahareh’s practice focuses on general corporate transactions, mergers and acquisitions, corporate finance, commercial agreements, real estate, and regulatory matters, with experience across a broad range of industries, including energy and aviation.

Prior to rejoining the Firm, Motahareh served as Corporate Counsel for a large company headquartered in Oklahoma City with operations throughout the United States, where she advised a diverse portfolio of business units and supported corporate development initiatives, including acquisitions, divestitures, and strategic partnerships. She also supported operations, fleet, and finance functions through the negotiation of commercial agreements and the delivery of strategic day-to-day business counsel.

“We are thrilled to welcome Motahareh back to GableGotwals,” said Amy Stipe, Managing Shareholder of GableGotwals’ Oklahoma City office. “Her in-house experience, transactional background, and familiarity with the Firm make her a valuable addition to our team and an asset to our clients as we continue to grow in Oklahoma City and across the Firm.”

Prior to her in-house role, Motahareh’s experience at GableGotwals included advising clients on mergers and acquisitions, syndicated lending transactions, and the acquisition, sale, financing, and operation of energy, gaming, and other business assets. She also participated in protest hearings before the Oklahoma Corporation Commission.

The post GableGotwals Welcomes Back Motahareh H. Nickel first appeared on GableGotwals.