Cathy E. Chessin, Of Counsel

Cathy Chessin’s practice focuses on the areas of mergers and acquisitions and corporate and business transactions. She handles acquisitions and divestitures, including stock and asset sales, for both public and private companies in a wide variety of industries, including oil and gas and banking. She advises officers and directors on corporate governance issues, advises clients on matters involving restructuring and establishing appropriate entities for new businesses, drafts contracts of various types and provides third-party legal opinions in a wide array of transactions. She also represents borrowers and lenders in corporate finance transactions. Cathy has handled numerous bank holding company reorganizations, advised banks and bank holding companies on regulatory matters, represented clients issuing equity or debt in private offerings and advised on various employment and executive compensation matters, including employment, non-compete and severance agreements and implementation of incentive compensation plans.

Cathy worked in the firm’s New Orleans office from 1981 – 2000 and rejoined the Houston office in 2006 after serving five years as the Manager of the Corporate Law Department and as the Corporate Secretary of Hibernia Corporation, a New York Stock Exchange listed public company, and its wholly-owned subsidiary, Hibernia National Bank (now, Capital One, N.A.). In that capacity, she was responsible for preparing and filing Hibernia’s SEC filings (including its proxy statements, periodic reports and registration statements), as well as the reports of beneficial ownership required to be filed by certain officers and directors. Additionally, she was responsible for the implementation of new processes to comply with the Sarbanes-Oxley Act of 2002 and new corporate governance and disclosure rules. She assisted in establishing the agendas for the Board and Board Committees and kept the minutes for each. While at Hibernia, Cathy was involved in both the largest bank acquisition made by Hibernia in its history and the acquisition of Hibernia by Capital One Financial Corporation. Among other matters, she helped draft new change of control agreements and the exchange of the then-existing agreements for the new agreements, the amendment of various executive compensation arrangements to comply with new Internal Revenue Code section 409A and the amendment of the company’s long-term incentive compensation plans and the interests issued pursuant thereto. She negotiated and drafted numerous severance and employment agreements and participated in the purchase and sale of several businesses and interests in businesses.