Marilyn Marilyn C. Maloney 1001 Fannin StreetSuite 1800 Houston, Texas 77002 OverviewMarilyn Maloney is a Houston-based business lawyer helping clients with commercial lending, energy deals, real estate, intellectual property, mergers and acquisitions, corporate trust and other commercial transactions. Marilyn, who was founding chair of the firm’s Houston office, has years of experience throughout Texas, Louisiana, the region and the U.S., including:
Representing borrowers and lenders in energy, real estate and other commercial loans Handling industrial and commercial real estate developments, acquisitions and sales and financings Representing energy companies and lenders in purchases and sales of oil and gas-producing properties and mid-stream assets and construction of pipelines, platforms and other facilities affecting properties onshore and on the Gulf of Mexico Outer Continental Shelf Advising major banks in corporate trust matters, including large municipal and tax-exempt bond transactions, benefiting hospitals, universities and major corporations Advising clients on the registration of copyrights and trademarks, on the protection of trade secrets, on contractual relationships involving intellectual property, security rights affecting such properties, and other intellectual property needs.
"I've been involved in commercial transactions, focusing on real estate, energy, and secured lending for 45 years," Marilyn notes. "My experience means that I am able to move quickly and to see what is important and what is not. I have a strong sense of what makes the best deal…and then I help to get that deal done."
ExperienceMarilyn handles projects that combine commercial loans, secured financing, and the acquisition or disposition of commercial and industrial real estate, and energy assets. These and other projects include:
Representation of Texas oil and gas businesses with activities in Louisiana Regulatory issues and financing of properties located on the Outer Continental Shelf (OCS) in the Gulf of Mexico, including assisting clients to comply with obligations to plug and abandon wells and decommission other facilities, and assuring sellers of such facilities of the buyer’s performance of such obligations Industrial and commercial real estate projects, including due diligence, acquisitions, and financings Texas and Louisiana local counsel representation in nationwide oil and gas, real estate, and financing projects Representing international chemical corporation in due diligence, purchase, agreements, real property agreements, and secured financing of U.S. industrial facilities Representing venture capital-backed start up energy company in Texas and Louisiana including OCS mortgage financing transaction and refinancing Representing venture capital-backed start up energy company in numerous acquisitions and divestitures of Texas and Louisiana OCS properties and related mortgage financings and in structuring escrows, mortgages, and other facilities to secure indemnity obligations for decommissioning and plug and abandonment obligations Representing venture capital-backed start up energy company in connection with initial acquisition of onshore and offshore properties, including title due diligence and related advice and mortgage financing Representing international energy company in proposed divestiture of OCS properties, including confidentiality agreements, document review for consents, preferential rights, and other issues, and drafting purchase and sale agreement Representing major integrated energy company in divestitures of OCS properties, including Louisiana advice on purchase and sale agreement, security for indemnity obligations of purchasers, and escrow agreements Representing institutional investors in sale and leaseback and financing of Louisiana and OCS pipelines and related midstream facilities Representing investor in joint venture acquisition of pipelines and midstream facilities, including Louisiana real estate and regulatory due diligence and advice Representing major independent energy company in Texas and Louisiana title due diligence in connection with acquisitions of OCS properties Representing major independent energy company in participation agreements in investments in OCS properties Representing international integrated energy company in dispositions of Texas and Louisiana excess real estate Representing international integrated energy company in acquisitions of onshore facilities for support of offshore energy exploration and production pursuant to build to suit lease Representing non-profit foundation in obtaining trademark protection for its exhibits and programs Representing for-profit companies in obtaining trademark protection for their good and services Representing non-profit foundation in licensing and intellectual property protection programs
InvolvementMarilyn is a leader in many civic, legal, professional and religious associations. In 2013, she received a Distinguished Achievement Award from the Paul M. Hebert Law Center at Louisiana State University, and, in 2004, she was recognized by the Louisiana Bar Foundation with its President’s Award. The same year, she was selected by New Orleans CityBusiness as one of the Women of the Year. She served as President of the American College of Real Estate Lawyers in 2020.
Professional
Louisiana State Law Institute – Chair Emeritus and Past-President; Nominating and Membership Committee – Past Chair; Security Devices Committee, UCC Committee, and Lease of Movables Committee – Member American College of Real Estate Lawyers – Fellow; Immediate Past President; Past President, Past President-Elect; Past Vice-President; Past Treasurer; Past Secretary; Executive Committee - Member; Board of Governors - Member; Programs Committee - Past Chair; Orientation and Integration Committee - Past Chair; Insurance Committee - Past Chair; Membership Selection Committee - Past Member American College of Commercial Finance Lawyers – Fellow; Board of Regents, 2014–2017; Nominating Committee - 2013 American Bar Foundation – Fellow Texas Bar Foundation – Fellow Houston Bar Foundation – Fellow Louisiana Bar Foundation – Fellow; Board of Governors – Past Member; IOLTA Committee –Past Member Texas Bar College - Member American Bar Association – Business and Real Property Sections; Business Section Intellectual Property Committee – Vice-Chair; Co-Editor, “IP Deskbook for the Business Lawyer”; Publications Board of the Business Law Section – Past Member Houston Bar Association, M&A Section – Past Council Member; Past Chair Louisiana State Bar Association – Board of Governors - Past Member; Intellectual Property Committee – Charter Member New Orleans Bar Association – Corporate Committee – Past Chair; Intellectual Property Committee – Past Member Texas Bar Association Business Law Section - UCC Revision Committee-Member; Texas Business Organization Code Committee-Member Houston, Texas, Louisiana, and American Bar Associations – Member Liskow & Lewis – Board of Directors, Past Member; Compensation Committee – Past Member South Texas College of Law Transactional Practice Center Advisory Board – Member State Bar of Texas, 34th Annual Advanced Real Estate Law Course, 2012 – Course Director State Bar of Texas, 8th Annual Advanced Real Estate Strategies Course, 2014– Course Director South Texas College of Law Real Estate Seminar, 2011 and 2014 – Chair, Planning Committee State Bar of Texas, Annual Advanced Real Estate Law Course, 2008 - 2019 – Planning Committee State Bar of Texas, Advanced Real Estate Strategies Course, 2009 - 2019 – Planning Committee State Bar of Texas, Advanced Real Estate Drafting Course, 2016 - 2017 and 2021 – Planning Committee State Bar of Texas, Essentials of Business Law, 2018 – Planning Committee South Texas College of Law Real Estate Seminar, 2010-2014 – Planning Committee University of Texas Mortgage Lending Institute, 2010-2019 – Planning Committee
Community
LSU National Law Alumni Board – Past Vice President Houston CREW, Commercial Real Estate Women – Member; Program Committee - Past Member; Past Vice-Chair New Orleans CREW – Charter Member Louisiana Bankers Association – Bank Counsel Committee and Bank Counsel Section Security Devices Committee - Past Member Women’s Professional Council – Past President Christian Church (Disciples of Christ) of the United States and Canada – General Board and the Administrative Committee - Past Member Louise S. McGehee School – Board of Directors - Past Member
Recognition
LSU Law Distinguished Achievement Award, 2013 Louisiana Bar Foundation’s 2004 President’s Award New Orleans CityBusiness – Named one of the Women of the Year, 2004 The Best Lawyers in America, 1995-2016, 2018-2022 Chambers USA – America’s Leading Lawyers for Business, 2005–2006 Texas Super Lawyers, Thompson Reuters, 2011-2019 American College of Real Estate Lawyers - Fellow American College of Commercial Finance Lawyers-Fellow
PresentationsAn in-demand conference organizer and speaker, Marilyn provides seminars and lectures on a variety of subjects, including real estate, lending, oil and gas, commercial insurance, and intellectual property. Recent programs include:
“Financing Legal Opinions in the Time of COVID,” State Bar of Texas 14th Annual Advanced Real Estate Strategies Course, December, 2020 “The Elusive Middle-of-the Road Financing Opinion: How National Opinion Reports can Reduce Negotiations Between Lender and Borrower Counsel,” State Bar of Texas 42nd Annual Advanced Real Estate Law Course, July 2020 "Opinion Practice in Financing Transactions," 15th Annual Renewable Energy Law Conference, University of Texas Law School, January 27-28, 2020 "Show Me the Money: Commercial Real Estate Lending" (Panel Presentation), State Bar of Texas 12th Annual Advanced Real Estate Strategies Course, December 2018 “Ethical Issues in Third Party Financing Opinions” and “Ethical Considerations in Responding to an RFP,” in Ethics Panel Presentation at 52nd Annual William W. Gibson, Jr. Mortgage Lending and Servicing Institute at the University of Texas, September, 2018 “UCC Opinions in Real Estate Financings,” State Bar of Texas 40th Annual Advanced Real Estate Law Course, July, 2018 “The Basics of IP Due Diligence in Business Deals” (Panel presentation), ABA Business Section Webinar, April 2018 “Top 10 Drafting Tips for Local Counsel Opinions and Related Engagement Letters in Real Estate Financing Transactions,” State Bar of Texas 29th Annual Advanced Real Estate Drafting Course, March, 2018 "You Won That RFP, Now What," in "Ethics and Pitfalls" (Panel Presentation), State Bar of Texas 11th Annual Advanced Real Estate Strategies Course, December 2017 “Intellectual Property Law Impact on Real Estate,” State Bar of Texas 10th Annual Advanced Real Estate Strategies Course, December 2016 “Local Counsel Opinion Letters: A Supplement to the Real Estate Finance Opinion Report of 2012,” Houston Real Estate Lawyers’ Council, October 2016 “Business and Litigation Aspects of the ‘New’ Federal Trade Secret Law and the EU Trade Secret Directive,” American Bar Association Business Section Meeting (Panel Presentation), September 2016 “The ACMA ACREL ABA Local Counsel Opinion Report,” State Bar of Texas 38th Annual Advanced Real Estate Law Course, July 2016 “Third Party Financing Opinions,” State Bar of Texas 9th Annual Real Estate Strategies Seminar, December 2015 “Standby Letters of Credit: Tips and Traps,” University of Texas Mortgage Lending Institute, September and November 2015 “Letters of Credit in Real Estate Transactions,” State Bar of Texas 37th Annual Advanced Real Estate Law Course, July 2015 “Indemnity Agreements in Mergers and Acquisitions,” The Institute for Energy Law’s Mergers and Acquisitions/Acquisitions and Disposals Conference, May 2014 “IP Law for Non-IP Lawyers; Intellectual Property Issues in Employment Law,” American Bar Association Business Law Section Spring Meeting, March 2014 “Law Office Practices for Real Estate Attorneys,” State Bar of Texas Advanced Real Estate Strategies Course, December 2013 “What Our Real Property Clients Should Know About Intellectual Property,” State Bar of Texas 35th Annual Advanced Real Estate Law Course, July 2013 “Do You Have an Opinion? Legal Opinions in Real Estate Transactions,” South Texas College of Law 28th Annual Real Estate Law Conference, June 2013 and Houston Real Estate Lawyers Council, July 2013 “Is It the Head of a Dog or the Tail of a Lion: Deals People Don’t Think Are Real Estate Deals,” State Bar of Texas Advanced Real Estate Strategies Course, December 2012 “Quake, Fire, and Flood: Casualty’s Impact on the Shopping Center and its Occupants,” International Council of Shopping Centers U.S. Law Conference, October 2012 “Top Ten Insurance Tips for Lenders,” South Texas College of Law 27th Annual Real Estate Conference, June 2012 “First, the Catastrophe; Then, the Fallout,” International Council of Shopping Centers U.S. Law Conference, October 2011 “Top Ten Insurance Tips for Mortgage Lending,” University of Texas Mortgage Lending Institute, October 2011 “Insurance for Real Estate: Crucial Knowledge for Today,” CREW Network National Convention, September 2011 “Insurance Issues in Case of Developer, Owner, Landlord, Tenant, or Contractor Default,” ALI-ABA Webinar, June 2011 “The Texas Electronic Transactions Act,” South Texas College of Law, 26th Annual Real Estate Conference, June 2011 “Insurance Issues for Distressful Times,” State Bar of Texas Advanced Real Estate Drafting Course, March 2011 “Green Building and New Urbanism,” State Bar of Texas Advanced Real Estate Strategies Course, October 2010 “Why Worry About Conflicts if I Get a Waiver Letter? Ethical Traps for the Unwary in Business Deals,” ALI-ABA Webinar, October 2010 “Pigs Get Fat and Hogs Get Slaughtered: Making Sausage from Butchered Deals,” University of Texas Mortgage Lending Institute, September and October 2010 “Distress and Insurance: When the Going Gets Rough, Does Your Risk Get Going?” American College of Real Estate Lawyers Annual Meeting, October 2010 “Green Insurance for Green Developments,” South Texas College of Law, 25th Annual Real Estate Conference, June 2010 “Liability and Property Insurance: The Basics and Hot Issues, Including the Insurance Certificate Problem,” American Bar Association Real Property Spring Symposia, May 2010 “Energy and Real Estate,” Houston Commercial Real Estate Women, November 2009 “Green Insurance for Green Leases,” American College of Real Estate Lawyers, October 2009 “Critical Insurance Topics for Landlords, Tenants, and Lenders (Certificates, Endorsements and More),” International Council of Shopping Centers, U.S. Shopping Center Law Conference, October 2009 “Planning in Advance for Disasters: Finding and Fixing the Gaps in Your Documents,” South Texas College of Law, 24th Annual Real Estate Law Conference, June 2009, materials prepared with David Weiner “Planning in Advance for Disasters: Finding and Fixing the Gaps in Your Documents,” with David Weiner, Houston Real Estate Lawyers Council, May 2009 “An Intellectual Property Checklist for the Real Property Client,” 20th Annual Advanced Real Estate Drafting Course, State Bar of Texas, March, 2009, materials prepared with Rachel Jenny “Planning in Advance for Disasters: Finding and Fixing the Gaps in Your Documents,” with David Weiner, University of Houston Seminar, Real Estate Workouts, Documents & Closings, February 2009 “Force Majeure: Louisiana Impossibility and Texas Impracticability,” Society of Bartolus, November 2008 “Drafting for Disasters,” Houston Commercial Finance Roundtable, November 2008, materials prepared with David Weiner “Real Estate Women in the Energy Industry,” CREW Network National Convention, October 2008 “Do Your Documents Leave Any Gaps? Planning in Advance for Disasters,” State Bar of Texas 30th Annual Advanced Real Estate Law Course, July 2008, materials prepared with David Weiner “Insurance Issues for Lenders,” Louisiana Bankers Association, 2007 Bank Counsel Conference, November 2007, materials prepared with Rachel Jenny “Insurance Tips for Commercial Finance Lawyers,” Houston Commercial Finance Roundtable, November 2006 “Public Records: Changes in the Law,” Liskow & Lewis Client Seminar, July 2006 “Buying and Selling Oil & Gas Properties,” Liskow & Lewis Client Seminar, May 2005 “Legal Issues for Non-Profits,” Disciples of Christ Great River Region Regional Assembly, November 2004 “Does Your Insurance Fit?” International Council of Shopping Centers Law Conference, October 2004 “Loan Commitments,” American College of Real Estate Lawyers, Fall 2004 Meeting “Trade Secrets,” University of New Orleans Small Business Development Center, February 2004 “Preparing for the Unexpected,” Liskow & Lewis Client Seminar, December 2003 “Legal Issues for Non-Profits,” Ulster Project International Convention, November 2003 “Ethics in Negotiation,” Association of Executives in Commercial Real Estate 12th Annual Meeting, April 2003 “Rental Insurance and Business Income Insurance,” American College of Real Estate Lawyers Spring 2003 Meeting “Insurance Developments, Including Terrorism Insurance,” ICSC 2003 Gulf Coast Exchange, February 2003 “Ethical Issues in Transactional Work,” Louisiana State Bar Association Professionalism and Ethics Seminar, December 2002 “Attachment and Perfection of Security Interests,” Louisiana State University Seminar on Revised Chapter 9 of the UCC, April 2002 “Show Me the Money; Negotiating Your Client’s Loan,” Louisiana State Bar Association Conference, September 2001 “Revised Article 9 of the UCC: Perfection, Multi-State Rules, and Transition Rules,” Louisiana Bankers Association Bank Counsel Conference, November 2000 “Construction Bonds from the Lender’s Perspective,” American College of Real Estate Lawyers Spring 2000 Meeting “Insurance Certificates and Binders—What You Can and Should Negotiate,” 1999 Law Conference of the International Conference of Shopping Centers “Mortgages, UCC Security Interests and Other Credit Enhancements,” Liskow & Lewis Client Seminar, 1999 “What You Must Know to Protect Your Clients’ Investment: Security Interests in Intellectual Property,” ABA-CLE Business Law Forum, 1999 “Title and Survey Matters,” Liskow & Lewis Client Seminar, 1999 “Intellectual Property Considerations and Business Transactions: Help Protect Your Client’s Investment,” Annual Meeting of the American Bar Association, 1998 “The Business of Ethics,” PLANO 1997 Fall Seminar “Security Interests in Intellectual Property,” Tulane University Law School Seminar on Intellectual Property “Insurance Binders: Selected Issues,” American College of Real Estate Lawyers Spring 1997 Meeting “An Overview of Copyrights in Cyberspace,” American Bar Association Annual Meeting; the Intellectual Property Subcommittee of the Business Section Committee on the Law of Commerce in Cyberspace “Insurance Binders in Real Estate Transactions,” 1997 American Bar Association Annual Meeting, Real Property and Probate Trust Law Section “Intellectual Property,” 1997 Louisiana State Bar Association Internet Seminar “Copyright Information Management: Selected Initiatives,” The Intellectual Property Subcommittee of the ABA Business Law Section Committee on the Law of Commerce in Cyberspace “Intellectual Property” and “Partnerships, Limited Partnerships and Limited Liability Companies,” 1997 Annual Review of Developments in Business and Corporate Litigation of the ABA Business Law Section ALI-ABA Real Estate Defaults, Workouts, and Reorganizations “Letters of Credit,” LSU 1996 Commercial, Banking, and Consumer Seminar “Intellectual Property; Partnerships, Limited Liability Companies, and Other Unincorporated Business Entities,” 1996 Annual Review of Developments in Business and Corporate Litigation of the ABA Business Law Section “Conflicts Revealed by Title Examinations,” 1995 Louisiana Bankers Association Annual Bank Counsel Conference “The Future Advance Mortgage Versus the Collateral Mortgage: Legal and Practical Issues and Drafting Advice,” LSU 12th Institute on Real Estate Law “A General Practitioner’s Guide to Chapter 9 of the UCC,” 1994 Louisiana State Bar Association Seminar in Asheville, North Carolina “Protection of Ideas: Unsolicited Ideas,” Intellectual Property Committee of the New Orleans Bar Association “Real Estate Considerations,” 1994 Southern Regional Conference on Housing and Community Economic Development sponsored by the ABA Forum on Affordable Housing “Copyrights: 1993 and Beyond—Security Interests in Copyrights,” New Orleans Bar Association “Drafting Workshop: Mortgages and Related Instruments,” LSU 11th Institute on Real Estate Law “Oil & Gas Lending in the ’90s,” American Association of Professional Landmen 1993 International Convention “Trade Secrets,” Intellectual Property Committee of the New Orleans Bar Association “Intellectual Property Protection Systems: Trade Secret Protection,” American Bar Association Section of Business Law “Mortgage Law Amendments,” Louisiana Land Title Association 1992 Convention “Recent Developments in Mortgage Law,” 1992 Louisiana Bankers Association Annual Bank Counsel Conference “Recent Developments in Security Devices,” 1992 LSU Recent Developments Seminar “Mortgage Amendments of the 1991 and 1992 Legislative Sessions,” Real Estate Law Seminar of the New Orleans and Jefferson Bar Associations “Ethical Considerations of Counsel in Financial Transactions,” 1990 Louisiana Bankers Association Annual Bank Counsel Conference “The New Mortgage Act: Alternatives to the Collateral Mortgage,” LSU 10th Institute on Real Estate Law “Relationship of Chapter 9 of the UCC to Real Estate Transactions,” LSU 9th Institute on Real Estate Law “Ethical Considerations in the Representation of Oil and Gas Clients,” 35th Annual LSU Mineral Law Conference “Financing Operations on the Outer Continental Shelf,” 34th Annual LSU Mineral Law Conference “Recent Developments,” 9th Annual LSU Estate Planning Seminar
Publications
"Increasing Scrutiny of Foreign Investment in the U.S.: BOEM Puts Companies on Notice of Potential CFIUS Review of Bids at Upcoming Federal Offshore Lease Sale," Liskow & Lewis' The Energy Law Blog, March 2, 2020 "A New Opinion Report is Published: Assistance for Real Estate Financing Transactions," Liskow & Lewis' The Energy Law Blog, April 16, 2019 "UCC8, UCC9, and The Hague Convention," Liskow & Lewis' The Energy Law Blog, April 5, 2017 “IP Deskbook for the Business Lawyer”; Publications Board of the ABA Business Law Section - Co-editor Local Counsel Opinion Letters in Real Estate Transactions: A Supplement to the Real Estate Finance Opinion Report of 2012,” ACREL Notes, December, 2016 "Intellectual Property Issues & Employment Law," with Thomas McGoey (2007) and Andrew Wooley (2009, 2013, and 2019), Intellectual Property Deskbook for the Business Lawyer: A Transactions-Based Guide to Intellectual Property Law, American Bar Association (4th Ed. 2019) "Completing the IP Transaction: Drafting and Filing IP Assignments and Licenses," with Louis Mermelstein, Intellectual Property Deskbook for the Business Lawyer: A Transactions-Based Guide to Intellectual Property Law, American Bar Association (4th Ed. 2019) "Top 10 Insurance Tips for Lenders," The Practical Lawyer, May 2012 “Survey of the Law of Cyberspace; Intellectual Property in Cyberspace,” The Business Lawyer, the ABA Business Law Section Law Review, Vol. 53, No. 1 (1997) “Protection of Ideas/Unsolicited Ideas,” New Orleans Intellectual Property News, Vol III, No. 1 (1995/1995) “Trade Secrets,” Business Law Today, the ABA Business Law Section Magazine, 1994 “Trade Secrets,” New Orleans Intellectual Property News, January/February. Vol II, No. 1 (1993) “Oil and Gas Financing,” Proceedings of the Mineral Law Institute, 1987
After Hours"When I moved to Houston many years ago, I became involved in Texas bar, civic and community activities…pursuits to which I still give my time and from which I receive great personal satisfaction. I am also mom to two jazz musicians and married to a retired minister." |
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