Sam Cooper is a partner in the firm’s Litigation practice. His broad practice focuses on the representation of multinational companies, boards of directors, and individuals in complex commercial disputes, including corporate governance and transaction litigation, securities and shareholder litigation, commercial arbitration, antitrust matters, and enforcement and internal investigations. Sam has represented both plaintiffs and defendants in trials before juries, arbitrators and judges in state courts, international arbitral tribunals and three-judge federal panels. He represents clients across a wide array of industries, with a particular focus on energy, oil and gas, petrochemical, and private equity related disputes.

In recognition of his work, Sam has been ranked by Chambers USA for the last 17 years, with sources describing him as being “a focused, diligent and effective advocate,” who is “incredibly smart, very practical and a very strategic thinker,” noting that “his judgment is excellent and he can distill complex arguments into compelling narratives.” He has also been recognized by The Legal 500, most recently for his work in General Commercial Disputes, M&A Litigation and Securities Litigation. Sam has also been recognized by The Best Lawyers in America of Woodward/White, Inc. since 2008 in various litigation categories including securities and antitrust litigation and by Thomson Reuters as a “Texas Super Lawyer” in Business, Securities, and Litigation since 2004.

Prior to joining the private practice, Sam was a law clerk for the Honorable J. Harvie Wilkinson III in the United States Court of Appeals for the Fourth Circuit.

Matters Tried to a Decision

• Represented the U.S. subsidiary of a multinational company in an arbitration involving the interpretation of an $800 million buy-up provision with the client’s joint venture partner; secured a declaratory judgment in favor of client’s interpretation of the contract in all respects along with a discretionary award of attorney fees; tried before an International Center for Dispute Resolution panel
• Represented an asset management company in a dispute arising out of its contract with a management company; secured dismissal of all tort claims along with judgment in favor of the client on its counterclaims; tried before an American Arbitration Association arbitrator
• Represented a company in a books and records trial before the Delaware Chancery Court; secured denial of all the relief requested and an order estopping the requestor from initiating further litigation
• Represented a sovereign in a bilateral investment treaty claim involving alleged expropriation of an investment; tried before a panel of the Arbitration Institute of the Stockholm Chamber of Commerce
• Represented a company in a dispute over a minority shareholder buyout. Responsible for presentation and examination of damages witnesses at arbitration where claimants sought over $450 million in damages; tried before an International Chamber of Commerce panel in Singapore
• Represented a company in a post-closing dispute concerning net working capital. While the Final settlement is confidential, the post-arbitration enforcement suit by client sought $44 million before interest and costs. Tried by written submission to an arbitrator
• Represented a company pursuing claims for breaches of representations and warranties in an asset purchase agreement; tried before an International Chamber of Commerce panel in London
• Represented a minority shareholder in an action seeking damages for shareholder oppression; tried to a jury verdict
• Represented a various Republican interests in a series of cases before a three-judge federal court considering redistricting for Texas’ congressional and state legislative districts
• Represented a company in a negligence suit involving serious personal injuries allegedly resulting from the company’s failure to replace aged equipment; tried to a jury verdict
• Represented a company charged with failure of supervision when its employee allegedly assaulted two individuals; tried to a jury verdict

Securities Litigation

• Represented Baker Hughes Inc. and its directors in litigation related to Halliburton Co.’s $34 billion offer to acquire Baker Hughes and in litigation related to the company’s $28 billion combination with GE Oil & Gas. Represented the company and current and former officers and directors in a series of derivative cases in state and federal court arising out of the company’s 2007 resolution of an FCPA investigation. All the cases were dismissed. 2009 WL 6799492. Represented the company in its defense of a securities fraud class action. The case was dismissed and the dismissal was affirmed on appeal. 292 F.3d 424. A related derivative suit was also dismissed.Currently representing the former directors and officers of the company in a dispute arising out of the merger with GE Oil & Gas.
• Represented Hyperdynamics Corp. and its officers and directors in a series of actions related to its well-drilling activities and FCPA investigation. These matters included multiple securities fraud and derivative claims pending in the Texas federal and state courts and the Delaware Chancery Court, along with a claim for breach of a securities purchase agreement pending in New York state court. The securities fraud and derivative claims were all dismissed; the breach claim was settled
• Represented Parker Drilling in a series of matters related to an FCPA investigation that concluded in 2013. Secured dismissal in state and federal court of derivative claims brought against the company’s board based on the pendency of that investigation. Decision was affirmed on appeal to the United States Court of Appeals for the Fifth Circuit
• Represented Pride International, Inc. in litigation arising out of its proposed $8.7 billion merger with Ensco plc. The transaction closed in 2011; represented the company in a consolidated derivative case based on Pride’s resolution of an FCPA investigation. The case was dismissed
• Represented Zonagen, Inc. and its officers in a securities fraud class action. The opinion by the United States Court of Appeals for the Fifth Circuit dismissed all claims against the company except one, and remains a leading case on securities fraud pleading in the Fifth Circuit. 267 F. 3d 400. The district court subsequently granted summary judgment on the remaining claim, 2003 WL 23592407, and that ruling was affirmed on appeal to the Fifth Circuit

Commercial Litigation

• Representing Citigroup Energy Inc. and Citibank, N.A. in a dispute with a group of wind farms pursuing claims arising out of the 2021 weather event in Texas; secured denial of preliminary injunctions sought by the plaintiffs; two of the matters have since settled
• Represented Orthofix in a suit by a Brazilian insurance association related to the settlement of an FCPA investigation into the company’s activities in Brazil. Secured dismissal of all claims
• Represented Hyperdynamics Corp. in ICDR proceedings that, when settled, allowed the company to resume control of its sole asset – an oil and gas concession off the coast of the Republic of Guinea
• Represented Crescent Real Estate Equities, Inc. in its lawsuit against the City of Houston. The lawsuit arose out of the City’s efforts to lease the Compaq Center sports arena to Lakewood Church. While the terms of the settlement with Lakewood Church are confidential, the city purchased $33 million in properties from Crescent as part of the settlement
• Represented Ford Motor Co. in a multi-billion dollar lawsuit against its exclusive supplier of diesel engines. The matter settled on confidential terms
• Represented Hyperdynamics Corp. in litigation proceedings in the English courts relating to the company’s well-drilling activities. The litigation involved the company’s well and rig contractors. The settlement of the matter resulted in payments and credits to the company of $27 million

Investigations and Related Matters

• Represented the nominating and corporate governance committee of a pharmaceutical company in an investigation arising out of a U.S. Attorney’s Office inquiry; worked with the company to address various governance issues and counseled it on the transition of its CEO & CLO
• Represented the audit committee of a multi-national petrochemical company in an investigation into alleged accounting irregularities at the company. The investigation was initiated based on an anonymous report that suggested misconduct by corporate officers
• Represented an electrical service provider in an investigation into alleged misconduct by a corporate officer. A related lawsuit by the corporate officer was dismissed
• Representing a non-U.S. company in a three-year monitorship resulting from the company’s settlement of corruption investigations in various jurisdictions
• Represented a Middle Eastern oil company that served as an agent to a U.S. multinational. After the multinational resolved an FCPA investigation, U.S. regulatory authorities commenced an investigation of the Middle Eastern oil company as well. No charges were brought as a result of that investigation
• Represented a committee of independent directors in a whistleblower investigation alleging misconduct by the company’s senior executives. The whistleblower alleged various code of conduct and securities law disclosure violations
• Represented the audit committee of an oilfield services company in an FCPA investigation that began in 2004. The investigation involved two regions in which the company operated, as well as a multi-million dollar theft by a regional manager also implicated in the alleged FCPA misconduct. During the pendency of the investigation, over $10 million was recovered from the regional manager, and an additional $2 million was recovered from another party implicated in the events in question. U.S. regulatory authorities ultimately took no action against the company for the alleged FCPA misconduct. Represented the company in FCPA merger and acquisition due diligence when it was later acquired
• Represented the audit committee of a publicly traded company in an investigation to determine whether the company’s employees had participated in a transaction to defraud the company
• Represented the audit committee of a publicly traded company in an investigation to evaluate a theft of over $70 million by the company’s Chief Financial Officer. The investigation involved a thorough review of the company’s internal controls and accounting practices, evaluation of culpability by other employees, and the tracing and recovery of the funds in question
• Represented the Chief Financial Officer of a publicly traded company in an SEC investigation into accounting and disclosure issues. The client had received a Wells Notice prior to the commencement of the representation. The matter was ultimately resolved by an Administrative Proceeding that imposed no fine or penalty on client
• Represented a publicly traded company in a pre- and post-merger and acquisition FCPA due diligence related to a $2.2 billion sale of one of the company’s business units
• Represented a global provider of industrial and mining parts and services in its pre- and post-closing FCPA diligence of a newly acquired business line

Antitrust Litigation

• Represented Regal Entertainment in a lawsuit brought by a competitor seeking an injunction and damages for alleged anticompetitive conduct. The matter was resolved in a confidential settlement
• Represented Business Software Alliance in a lawsuit brought by a Mexican software company seeking damages when its operations were shut down. Secured dismissal of all claims brought against the BSA
• Represented Hispanic Broadcasting Corp. in a lawsuit brought by its competitor, Spanish Broadcasting System, Inc. (SBS). SBS claimed &500 million in damages pre-trebling. The suit was dismissed with prejudice in January 2003. 242 F. Supp. 2d 1350. The United States Court of Appeals for the Eleventh Circuit affirmed the district court’s decision. 376 F.3d 1065

Professional Affiliations

• Member, The American Law Institute
• Life Fellow, Texas Bar Foundation
• Member, The University of Texas at Austin McDonald Observatory and Department of Astronomy Board of Visitors
• Member and past coordinator, the Houston Area Minerals Society

Speaking Engagements

• Conference Co-Chair, “Sixth Annual Texas Legal Market Conference,” Sandpiper Partners LLC (September 2021)
• Moderator and Panelist, “Innovation in E-Discovery Conference,” Sandpiper Partners LLC (November 2018)
• Panelist, “Fourth Annual Houston Legal Market Conference,” Sandpiper Partners LLC (October 2018)
• Panelist, “Repeat Offenders: How to Mitigate the Risk of Recidivism with FCPA Compliance,” American Conference Institute’s Conference on the FCPA (January 2018)
• Panelist, “How to Mitigate Litigation Risks Affiliated with FCPA Investigations,” American Conference Institute’s Conference on the FCPA (January 2017)
• Panelist, “Considerations for Structuring Cross-Border Transactions in a Down Cycle,” The Center for American and International Law Forum on Weathering the Cycle – Mergers, Acquisitions and Divestiture in the Downturn (April 2016)
• Panelist, “The Third Annual Houston Legal Market Conference,” Sandpiper Partners LLC (December 2015)
• Panelist, “Innovation in E-Discovery Conference,” Sandpiper Partners LLC (June 2015)
• Panelist, “Energy Update: Recent Oil & Gas Court Decisions and Litigation,” Texas Lawyer’s Energy Summit (April 2015)
• Moderator, “Minimizing Corruptions Risks During the Bid and Tender Process: Key Pitfalls to Avoid When Entering a New Market,” American Conference Institute FCPA Bootcamp (January 2015)
• “Corruption Risks and Compliance Programs in the Oil & Gas Industry: An Interview with Samuel Cooper,” The FCPA Report (March 19, 2014)
• Panelist, “Securities Litigation & Enforcement Case Law Year in Review,” American Conference Institute National Forum on Securities Litigation & Enforcement (February 2014)
• Panelist, “Lessons Learned from High Profile FCPA Cases,” American Conference Institute FCPA Bootcamp (January 2014)
• Panelist, “Texas Legal Market,” Sandpiper Partners LLC (November 2013)
• Panelist, “Derivative Claims and Class Actions: A Third Litigation Front in SEC and DOJ Cases,” ABA National Institute on Securities Fraud (October 2013)
• Panelist, “How to Overcome FCPA Compliance Challenges When Financing Local Community Development Projects in High Risk Foreign Jurisdictions,” Momentum Oil and Gas Anti-Corruption & Compliance Conference (September 2013)
• Panelist, “Sandpiper Partners LLC Annual Securities Litigation & Enforcement 2013 Update” (April 2013)
• Panelist, “Wall Street and the FCPA: Private Equity, Mergers and Acquisitions, Joint Ventures and Other Business Combinations,” New York City Bar: Recent Trends in FCPA Litigation, Enforcement & Compliance (February 2013)
• Panelist, “A View from the Boardroom” Professional Liability Underwriting Society 2013 D&O Symposium (February 2013)
• Moderator, “Inside an Effective FCPA Internal Investigation – Scoping Your Action Plan from A to Z,” American Conference Institute FCPA Bootcamp (January 2013)
• Conversationalist, “How White Collar Investigations Have Changed in the Last Few Years and What Companies Can Do to Mitigate Their Risk,” Argyle Forum (January 2013)
• Panelist, “Managing the Collateral Fallout: How to Minimize Downstream Exposure to Private Litigation Post-FCPA Investigation/Settlement,” American Conference Institute 28^th National Conference on the FCPA (November 2012)
• Speaker, “The Interaction Between Government Investigations and Parallel Lawsuits,” Argyle Executive Forum (June 2012)
• Panelist, “The New Due Diligence: How to Redefine Your Due Diligence Program on Vendors, Mergers, Transactions and JVs,” Ernst & Young Seminar (June 2012)
• Moderator, “The General Counsel as Strategic Business Partner,” Argyle Executive Forum (February 2012)
• Panelist, “Corporate Individual Liability: How to Protect the Company and Corporate Officers during an FCPA Investigation,” American Conference Institute FCPA Bootcamp (January 2012)
• Panelist, “Sandpiper Partners LLC FCPA/Corruption Update” (September 2011)
• Panelist, “A Changing Landscape: Civil Claims and Asset Recovery in Anti-Corruption cases,” International Bar Association 9^th Annual Anti-corruption Conference (June 2011)
• Moderator, “Anti-Corruption Compliance: What it Means for Oil and Gas Companies,” Ernst & Young Seminar (May 2011)
• Speaker, “Managing Internal Investigations and Parallel Government Investigations,” Houston Bar Association (February 2011)
• Panelist, “Internal Investigations,” RR Donnelly SEC Hot Topics (September 2010)
• Panelist, “Government Investigations,” Texas General Counsel Forum (May 2010)
• Speaker, “Civil Litigation Related to FCPA Investigations,” American Conference Institute’s Conference on the FCPA (November 2009, March 2010)

Publications

• Co-Author, “Investment Disputes Involving the Renewable Energy Industry under the Energy Charter Treaty,” Global Arbitration Review: The Guide to Energy Arbitrations, Second Edition (2017)
• Co-Author, “Investment Disputes Involving the Renewable Energy Industry under the Energy Charter Treaty,” Global Arbitration Review: The Guide to Energy Arbitrations (2015)
• “Guideposts for Handling Corporate Investigations,” the American Bar Association’s Litigation Journal (Spring 2015)
• Co-Author, “Proactive Thinking About International White Collar Investigations: How to Mitigate Risks and Manage Key Issues,” International White Collar Enforcement (2015)
• Co-Author, “Current Topics in International Arbitration,” The Advocate: State Bar of Texas Litigation Section Report (Winter 2013)
• “Jury Selection,” Hale Starr and Mark McCormick, 4^th Edition (2009)

Awards & Accolades

• Recognized by Chambers USA in Litigation: Securities - Texas (2006-2022)
• Recognized by Thomson Reuters as a “Texas Super Lawyer” in Business, Securities and Antitrust Litigation (2004-2022)
• Recognized by The Best Lawyers in America in Litigation – Securities and Antitrust Litigation (2008-2021)
• Recognized by The Legal 500 in General Commercial Disputes M&A Litigation and Securities Litigation (2017, 2021)
• Recognized in Global Investigations Review’s GIR 100 (2018)