1. MARC
H.
FOLLADORI
3711
Darcus
Street,
Houston,
Texas
77005
Phone:
1-­‐281-­‐906-­‐6750
marc-­‐folladori@comcast.net
EXPERIENCE
(including
representative
transactions)1
:
MAYER
BROWN
LLP
Houston,
Texas
Partner
—
Corporate
&
Securities
Section
(April
2006
—
retirement
in
July
2014)
Leader
of
Mayer
Brown
Global
Energy
Industry
Team
(GEIT)
(2007
—
July
2014)2
Houston
Office
Corporate
Practice
Leader
(2008-­‐2010)
• Represented
a
NYSE-­‐listed
oilfield
services
and
equipment
company
in
its:
• 2014
debt
offering
and
registered
exchange
offer
of
senior
secured
2nd
-­‐lien
notes;
• Private
placement
of
19
percent
of
its
common
stock
to
a
subsidiary
of
a
PRC
national
oil
company
and
the
creation
of
a
joint
venture
in
China;
• Numerous
private
placements,
universal
shelf
(ASR)
filings,
convertible
debt
offerings
and
periodic
filings
with
the
SEC;
and
• Cross-­‐border
acquisition
of
a
Canadian
oilfield
equipment
company
and
related
debt
financing
for
the
acquisition
• Advised
a
New
York-­‐based
retirement
fund
in
its
acquisition
of
a
Canadian
publicly
traded
exploration
and
production
company
• Advised
a
major
European
banking
and
insurance
firm
(i)
in
its
acquisition
of
a
public
utility
company's
energy
marketing
and
trading
business
and
(ii)
as
financial
sponsor
and
purchaser/lead
investor
in
its
$500
million
management
buyout
of
a
NASDAQ-­‐listed
marine
container
assets
company
• Advised
the
Special
Committee
of
the
Board
of
a
NASDAQ-­‐listed
telecommunications
systems
integration
company
in
connection
with
the
company's
cash-­‐for-­‐stock
merger
with
another
public
company
FULBRIGHT
&
JAWORSKI
LLP
Houston,
Texas
Partner
—
Corporate
&
Securities
Section
(Sept.
2001
—
April
2006)
Houston
Office
Corporate
Practice
Leader
(2004-­‐2006)
• Advised
a
NYSE-­‐listed
international
aluminum/zinc
metals
company
in
its:
• Merger-­‐of-­‐equals
stock-­‐for-­‐stock
acquisition
of
another
NYSE-­‐listed
aluminum
metals
company;
• Registered
equity
and
debt
offerings;
and
• Corporate
governance
matters
1
During
tenure
at
all
three
law
firms,
I
regularly
represented
exploration
and
production
companies
and
oilfield
service
companies
(as
well
as
companies
in
other
industries)
in
a
variety
of
matters,
including
public
&
private
securities
offerings,
SEC
filings/compliance,
mergers
&
acquisitions
and
corporate
governance
issues.
2
Mayer
Brown’s
Global
Energy
Industry
Team
is
a
cross-­‐disciplinary
Industry
Team
of
firm
lawyers
who
represent
either
energy
clients
or
those
financing
or
investing
in
energy
entities.
The
GEIT
Team
Leader
has
responsibility
for
(i)
organizing
and
presiding
at
scheduled
meetings
and
conference
calls
with
the
firm’s
energy
lawyers
throughout
the
world
(including
separate
meetings/calls
of
the
GEIT's
leadership
team,
its
oil
&
gas
sub-­‐group
and
its
renewables
sub-­‐group),
(ii)
marketing
efforts,
(iii)
project
staffing
matters,
(iv)
certain
lateral
hiring
and
(v)
organizing
and
presenting
in-­‐house
training
sessions
for
lawyers
regarding
the
energy
industry
and
its
associated
legal
matters.

2. 2
HAYNES
AND
BOONE
LLP
Dallas
and
Houston,
Texas
Partner
—
Houston
Office
Corporate
&
Securities
Section
(1991
—
Sept.
2001)
Houston
Office
Managing
Partner
(1999-­‐2001)
Partner
—
Dallas
Office
Corporate
&
Securities
Section
(1980
—
1991)
Associate
—
Dallas
Office
Corporate
&
Securities
Section
(1974
—
1980)
EDUCATION
Southern
Methodist
University
Dedman
School
of
Law
(1971-­‐1974)
Order
of
the
Coif
(1974)
Publications
Editor,
Southwestern
Law
Journal
(1973-­‐1974)
Southern
Methodist
University
(1967-­‐1971)
B.B.A.,
with
Honors
(1971)
Beta
Gamma
Sigma
Honorary
Business
Society
(1971)
ADMISSIONS;
PROFESSIONAL
ORGANIZATIONS
State
Bar
of
Texas
(1974-­‐present)
Chairman,
Section
on
Corporation,
Banking
and
Business
Law
(1987-­‐1988)
American
Bar
Association
(1974-­‐present)
Member,
Business
Law
Section
Texas
and
Houston
Bar
Foundations
Texas
Business
Law
Foundation
HONORS
• Best
Lawyers
in
America
(Corporate
Governance
and
Compliance
Law,
Corporate
Law,
Mergers
&
Acquisitions
Law
and
Securities
Law
(Best
Lawyers,
2006-­‐2012))
• Named
a
Texas
Super
Lawyer
in
Securities
&
Corporate
Law
(2003-­‐2013)
• Named
(2007)
one
of
five
"Go-­‐To"
M&A/Securities
Law
specialists
in
Texas
by
Texas
Lawyer
ACTIVITIES
Director
&
Executive
Committee
member,
Houston
Society
for
the
Performing
Arts
(1992-­‐present)
Houston
SMU
Second
Century
Campaign
Steering
Committee
(2011-­‐present)
Jones
Partners,
Rice
University
Jones
Graduate
School
of
Business
Maguire
Energy
Institute,
SMU
Cox
School
of
Business
Associate
Member,
Institute
for
Energy
Law
First
Presbyterian
Church
Houston
(Sunday
School
teacher,
Usher,
Sanctuary
Singer)
REPRESENTATIVE
PUBLICATIONS
&
SPEAKING
ENGAGEMENTS
• Guest
Lecturer:
“Basics
of
Oil
&
Gas
Law”
• Rice
University
Jones
Graduate
School
of
Business
(Sept.
2014)
• SMU
Cox
School
of
Business
(Feb.
2014)
• Co-­‐author,
“SEC
Looks
at
Compliance
with
Amended
Disclosure
Rules,”
published
in
three
parts
(in
May,
June
and
July
2014
issues
of
11
Oil
&
Gas
Financial
Journal)
• Speaker,
“SEC
Hot-­‐Button
Topics
–
Reserves
Disclosures,”
2014
Ryder
Scott
Reserves
Conference,
Houston,
Texas
(Sept.
17,
2014)
• Speaker,
"Developments
(2011-­‐2013)
in
SEC
staff
views
of
E&P
companies'
oil
and
gas
reserves
disclosures,"
2013
Ryder
Scott
Reserves
Conference,
Houston,
Texas
(Sept.
18,
2013)

3. 3
• Speaker,
"Views
from
the
summit
—
staff
comments
on
companies
'
compliance
with
the
SEC's
amended
oil
&
gas
reserves
disclosure
rules,"
Ryder
Scott
Canada
Reserves
Conference,
Calgary,
Alberta
(Sept.
5,
2013)
• Author,
“Ethical
and
Compliance
Considerations
Associated
with
the
Recently
Revised
Reserves
Disclosure
Rules
and
Related
Corporate
Decision
Making,”
59
Rocky
Mt.
Min.
L.
Inst.
4-­‐1
(2013);
Speaker
on
same
topic
at
59th
Annual
Rocky
Mountain
Mineral
Law
Institute,
Spokane,
Washington
(July
18,
2013)
• Author,
"US
District
Court
Vacates
the
SEC's
Resource
Extraction
Payments
Disclosure
Rule,"
Mayer
Brown
Legal
Update
(July
8,
2013)
• Co-­‐author,
"Securities
and
Exchange
Commission
Provides
Guidance
on
Conflict
Minerals
and
Resource
Extraction
Payments
Disclosure,"
Mayer
Brown
Legal
Update
(June
5,
2013)
• Co-­‐author,
"SEC
comments
on
companies'
compliance
with
amended
oil
and
gas
disclosure
rules,"
published
in
two
parts:
9
Oil
&
Gas
Financial
Journal,
at
pg.
26
(Dec.
2012),
and
10
Oil
&
Gas
Financial
Journal,
at
pg.
34
(Jan.
2013)
• Author,
"SEC
Adopts
Dodd-­‐Frank
Resource
Extraction
Payments
Disclosure
Rules,"
Mayer
Brown
Legal
Update
(Sept.
4,
2012)
• Co-­‐author,
"Developments
in
Shareholder
Proposals,"
Vol.
45,
The
Review
of
Securities
and
Commodities
Regulation
(February
22,
2012)
• Speaker,
"SEC
Staff
Comments
on
Reserves
and
Related
Disclosures,"
2011
Ryder
Scott
Reserves
Conference,
Houston,
Texas
(Sept.
16,
2011)
• Co-­‐author,
"Complying
with
the
2008
Amendments
to
the
Oil
&
Gas
Disclosure
Rules:
The
First
Wave
of
SEC
Comment
Letters,"
Practical
Law:
The
Journal
(September
2011)
(The
Practical
Lawyer)
• Co-­‐author,
"SEC
doubts
companies'
ability
to
book
PUDs
beyond
5
years,"
8
Oil
&
Gas
Financial
Journal,
at
pg.
8
(Aug.
2011)
• Co-­‐author,
"Studies
show
further
guidance
needed
on
revised
oil
and
gas
disclosure
rules,"
7
Oil
&
Gas
Financial
Journal,
at
pg.
22
(Dec.
2010)
• Co-­‐author,
"SEC
Issues
New
Oil
and
Gas
Disclosure
Rules,
Gives
Transition
Guidance,"
Mayer
Brown
Energy
Update
(March
9,
2009)
• Co-­‐author,
"SEC
Overhauls
Executive
Compensation
Disclosure
Rules,"
Vol.
39,
The
Review
of
Securities
and
Commodities
Regulation
(March
2007)
Author
and
Panelist
For
numerous
Practising
Law
Institute
(PLI)
programs
on
the
topic:
“Preparation
Of
SEC
Annual
Disclosure
Documents”
(1999-­‐2012)
• Author
of
following
articles
(in
course
books),
and
panelist
at
programs
in
San
Francisco,
New
York,
Chicago
and
Dallas:
• Protecting
Forward-­‐Looking
Statements:
The
Private
Securities
Litigation
Reform
Act
of
1995
and
Other
Safeguards;
• A
Practical
Overview
of
the
SEC's
Internal
Controls
and
Executive
Certification
Disclosure
Rules;
• Disclosures
Regarding
Executive
Officer
and
Director
Compensation
and
Shareholder
Approval
of
Equity
Compensation
Plans;
• Interlude
for
Regulation
FD;
and
• Shareholder
Proposals
• Chair,
moderator
and
panelist
at
PLI
program:
"Securities
Filings"
(Dallas,
October
2003)