Gary W. Orloff

Partner

Gary W. Orloff has extensive experience in domestic and foreign transactions, with specific emphasis on the legal and business implications of business plans and strategies, particularly in the areas of corporate and project finance. An experienced securities lawyer, Mr. Orloff is equally knowledgeable regarding mergers, acquisitions and divestitures, including management and leveraged buy-outs. He advises corporate clients, master limited partnerships and other entities on governance, fiduciary duties and change of control.

Mr. Orloff represents committees of boards of directors with respect to corporate governance, and counsels special committees in the sale of the company and going-private transactions.

Mr. Orloff represents issuers and investment bankers in public and private offerings of debt, equity, convertible and hybrid securities, secured and unsecured borrowings, high-yield debt and non-recourse project financings, initial public offerings, shelf and secondary offerings, and Rule 144A and Regulation S offerings.

Mr. Orloff represents business clients in the negotiation and implementation of commercial contracts, and advises clients with respect to stockholder voting, buy-sell arrangements and public stockholder and stock exchange matters.

Education

J.D., University of Houston Law Center, 1973
B.B.A., The University of Texas at Austin, 1970

Bar Admissions

New York
Texas

Affiliations

Houston Bar Association, Fellow
Corporate Counsel Section, Chair, 1992-93
State Bar of Texas, Fellow
Corporate Counsel Section, Chair, 1993-94
Salvation Army, Board of Directors, 1986-89
Houston Grand Opera, Board of Directors

Noteworthy

The Best Lawyers in America, Corporate, Mergers and Acquisitions and Securities Law
Texas Super Lawyer, Corporate Finance, 2003-2007