Donald W. Brodsky

Partner

Houston
T +1.713.646.1335
F +1.713.751.1717

Overview

Concentrating on matters of federal securities laws, Don Brodsky focuses his practice on representing public companies in the energy industry in their capital markets transactions, acquisitions and dispositions, while also counseling boards of directors and management on a wide range of corporate governance and securities compliance issues. In the course of serving as long-term outside general counsel to multiple New York Stock Exchange-listed companies, he values providing pragmatic input based on knowing his clients’ businesses, concentrating on the most practical ways to shape legal solutions. Don believes that careful thought, creativity and solid experience-based advice can greatly improve clients’ business flexibility.

Select Experience

Mergers and Acquisitions
  • Led BakerHostetler team representing Denbury Resources Inc. in its $4.5 billion merger of Encore Acquisition Co. into Denbury, the second-largest exploration and production (E&P) deal in the U.S. in 2009, making Denbury one of the largest oil-focused independents in North America.
Capital Market Transactions
  • Lead lawyer in more than 100 public offerings by clients of equity and debt, with 20 offerings in the past 10 years raising $5 billion, including $1.2 billion of a 4.625 percent senior subordinated debt offering in 2013, the lowest yield ever for comparable securities.
Public Company Counseling
  • Advises public clients on their Securities and Exchange Commission periodic reporting, press releases and investor presentations; dividends of stock and cash and stock repurchase programs; proxy statements and annual meetings; executive employment and separation matters; equity compensation plan design and drafting; board of directors independence; general public disclosure obligations, including Dodd-Frank and Sarbanes-Oxley compliance; internal restructuring and holding company organization; takeover defensive measures; internal investigations; and a wide range of corporate governance counseling.
Master Limited Partnerships
  • Led representation of independent directors of a master limited partnership’s (MLP’s) general partners in its “special approval” of conflicted merger and acquisition transactions, including directors of EPE GP Holdings L.P. in its $8 billion merger into Enterprise Products Partners L.P. and directors of Duncan Energy Partners L.P. in its $3.3 billion acquisition by Enterprise Products.
Outside General Counsel
  • Served as outside general and securities counsel for Swift Energy Company for 33 years and for Denbury Resources Inc. for 18 years.
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Experience

Mergers and Acquisitions
  • Led BakerHostetler team representing Denbury Resources Inc. in its $4.5 billion merger of Encore Acquisition Co. into Denbury, the second-largest exploration and production (E&P) deal in the U.S. in 2009, making Denbury one of the largest oil-focused independents in North America.
Capital Market Transactions
  • Lead lawyer in more than 100 public offerings by clients of equity and debt, with 20 offerings in the past 10 years raising $5 billion, including $1.2 billion of a 4.625 percent senior subordinated debt offering in 2013, the lowest yield ever for comparable securities.
Public Company Counseling
  • Advises public clients on their Securities and Exchange Commission periodic reporting, press releases and investor presentations; dividends of stock and cash and stock repurchase programs; proxy statements and annual meetings; executive employment and separation matters; equity compensation plan design and drafting; board of directors independence; general public disclosure obligations, including Dodd-Frank and Sarbanes-Oxley compliance; internal restructuring and holding company organization; takeover defensive measures; internal investigations; and a wide range of corporate governance counseling.
Master Limited Partnerships
  • Led representation of independent directors of a master limited partnership’s (MLP’s) general partners in its “special approval” of conflicted merger and acquisition transactions, including directors of EPE GP Holdings L.P. in its $8 billion merger into Enterprise Products Partners L.P. and directors of Duncan Energy Partners L.P. in its $3.3 billion acquisition by Enterprise Products.
  • Headed representation of an E&P MLP in $1 billion of property acquisitions through drop-downs from 2012 to 2013.
  • Lead counsel for three public clients that owned the general partners of MLPs in both the midstream and E&P sectors, including providing advice on qualified income, structural, governance and conflict-of-interest issues.
Outside General Counsel
  • Served as outside general and securities counsel for Swift Energy Company for 33 years and for Denbury Resources Inc. for 18 years.

Recognitions and Memberships

Recognitions

  • Chambers USA: Business in Texas (2012)
  • The Best Lawyers in America© (2001 to 2018)
    • Houston: Corporate Law
    • Houston: Securities / Capital Markets Law 
  • Martindale-Hubbell: AV Preeminent
  • Texas "Super Lawyer" (2003 to 2006, 2010 to 2014)
  • Who's Who in America (2006)
  • Who's Who in American Law (2005 to 2006)
  • Corporate Counsel "Best Lawyers" (Corporate, M&A, and Securities Law) (2004)
  • Who's Who Outstanding Young Men of America (1981)

Community

  • Jewish Community Centers Association of North America, New York, New York (1998 to present)
    • Executive Committee and Vice-Chair (2004 to 2014) 
  • Jewish Community Center of Houston (1983 to present)
    • Received 2013 David H. White Memorial Award
    • Honored with my wife Joanne at 2010 Children's Scholarship Ball
    • President (1989 to 1991)
  • American Jewish Committee, Houston Chapter (1978 to present)
    • President (1986 to 1988)
  • Jewish Federation of Greater Houston (1989 to present)
    • Vice President (2012 to 2014)
    • Secretary (2002 to 2004)
    • Executive Committee (2000 to 2005)

Industries

Prior Positions

  • Jenkens & Gilchrist
    • Leader of Firm-wide Corporate, Energy, International and Health Practice Group (2004 to 2007)
    • Managing Shareholder of Houston Office (1992 to 1999)
  • Senior Law Clerk for the Honorable Chief Judge Adrian A. Spears, Chief Judge of the United States District Court for the Western District of Texas, San Antonio Division (1973 to 1974)

Admissions

  • Texas

Education

  • J.D., The University of Texas School of Law, 1973; Member, Texas Law Review
  • B.A., Duke University, 1970, Who's Who in American Colleges and Universities