Samuel Cooper

Samuel Cooper

Partner

Sam is Energy and Infrastructure Sector Lead and focuses on the representation of multinational companies, boards of directors, and individuals in complex commercial disputes, including corporate governance and transaction litigation, securities and shareholder litigation, commercial arbitration, antitrust matters, and enforcement and internal investigations.

Sam has represented both plaintiffs and defendants in trials before juries, arbitrators and judges in state courts, international arbitral tribunals and three-judge federal panels. He represents clients across a wide array of industries, with a particular focus on energy, oil and gas, petrochemical, and private equity related disputes.

Prior to joining private practice, Sam was a law clerk for the Honorable J. Harvie Wilkinson III in the United States Court of Appeals for the Fourth Circuit.

Experience

Representative matters

Matters tried to a decision

U.S. subsidiary of a multinational company in an arbitration involving the interpretation of an $800 million buy-up provision with the client’s joint venture partner; secured a declaratory judgment in favor of client’s interpretation of the contract in all respects along with a discretionary award of attorney fees; tried before an International Center for Dispute Resolution panel.

Asset management company in a dispute arising out of its contract with a management company; secured dismissal of all tort claims along with judgment in favor of the client on its counterclaims; tried before an American Arbitration Association arbitrator.

Oilfield services company in a books and records dispute; secured denial of all the relief requested and an order estopping the requestor from initiating further litigation; tried before the Delaware Chancery Court.

Sovereign in a bilateral investment treaty claim involving alleged expropriation of an investment; tried before a panel of the Arbitration Institute of the Stockholm Chamber of Commerce.

Investment company in a dispute over a minority shareholder buyout;. claimants sought over $450 million in damages; tried before an International Chamber of Commerce panel in Singapore.

Oilfield services company in a post-closing dispute concerning net working capital calculations arising out of a cross-border transaction; sought $44 million before interest and costs in the post-arbitration enforcement proceeding; tried by written submission to an expert arbitrator appointed under the transaction documents.

Company pursuing claims for breaches of representations and warranties in an asset purchase agreement; tried before an International Chamber of Commerce panel in London.

Minority shareholder in an action seeking damages for shareholder oppression; secured a finding of shareholder oppression; tried to a jury verdict.

Various Republican interests in a series of cases before a three-judge federal court considering redistricting for Texas’ congressional and state legislative districts.

Utility company in a negligence suit involving serious personal injuries allegedly resulting from the company’s failure to replace aged equipment; returned no liability verdict; tried to a jury verdict.

Utility company charged with failure of supervision when its employee allegedly assaulted two individuals; damages limited to actual medical expenses incurred; tried to a jury verdict.

Securities Litigation

Baker Hughes Inc. and/or its officers and directors in litigation related to (1) Halliburton Co.’s $34 billion offer to acquire Baker Hughes; (2) pre- and post-closing disputes concerning the company’s $28 billion combination with GE Oil & Gas; the post-closing breach of fiduciary duty and disclosure claims were dismissed; (3) a series of derivative cases in state and federal court arising out of the company’s 2007 resolution of an FCPA investigation; all the cases were dismissed (2009 WL 6799492); and (4) defense of a securities fraud class action; the case was dismissed and the dismissal affirmed on appeal ( 292 F.3d 424). 

Hyperdynamics Corp. and its officers and directors in a series of actions related to its well-drilling activities and FCPA investigation. These matters included multiple securities fraud and derivative claims pending in the Texas federal and state courts and the Delaware Chancery Court, along with a claim for breach of a securities purchase agreement pending in New York state court. The securities fraud and derivative claims were all dismissed; the breach claim was settled.

Parker Drilling in a series of matters related to an FCPA investigation that concluded in 2013. Secured dismissal in state and federal court of derivative claims brought against the company’s board based on the pendency of that investigation. Decision was affirmed on appeal to the United States Court of Appeals for the Fifth Circuit.

Pride International, Inc. in litigation arising out of its proposed $8.7 billion merger with Ensco plc. The transaction closed in 2011; represented the company in a consolidated derivative case based on Pride’s resolution of an FCPA investigation. The case was dismissed.

Zonagen, Inc. and its officers in a securities fraud class action. The opinion by the United States Court of Appeals for the Fifth Circuit dismissed all claims against the company except one (267 F. 3d 400). The district court subsequently granted summary judgment on the remaining claim, 2003 WL 23592407, and that ruling was affirmed on appeal to the Fifth Circuit.

Commercial Litigation

Citigroup Energy Inc. and Citibank, N.A. in a dispute with a group of wind farms pursuing claims arising out of the 2021 weather event in Texas; secured denial of preliminary injunctions sought by the plaintiffs and then secured dismissal of the matter.

Orthofix in a suit by a Brazilian insurance association related to the settlement of an FCPA investigation into the company’s activities in Brazil; secured dismissal of all claims.

Hyperdynamics Corp. in (1) an ICDR proceedings that, when settled, allowed the company to resume control of its sole asset – an oil and gas concession off the coast of the Republic of Guinea; and (2) litigation proceedings in the English courts relating to the company’s well-drilling activities. The litigation involved the company’s well and rig contractors. The settlement of the matter resulted in payments and credits to the company of $27 million.

Crescent Real Estate Equities, Inc. in its lawsuit against the City of Houston. The lawsuit arose out of the City’s efforts to lease the Compaq Center sports arena to Lakewood Church. While the terms of the settlement with Lakewood Church are confidential, the city purchased $33 million in properties from Crescent as part of the settlement.

Ford Motor Co. in a multi-billion dollar lawsuit against its exclusive supplier of diesel engines. The matter settled on confidential terms.

Investigations and Related Matters

 Special committee formed by the board of an oil and gas company to evaluate a series of shareholder demand letters concerning allegations of corporate malfeasance.

Governance committee of an investment management company related to allegations of internal misconduct.

Audit committee of a petrochemical company in evaluating claims made by current and former employees regarding management of HSE issues by the company.

Nominating and corporate governance committee of a pharmaceutical company in an investigation arising out of a U.S. Attorney’s Office inquiry; worked with the company to address various governance issues and counseled it on the transition of its CEO & CLO.

Audit committee of a multi-national petrochemical company in an investigation into alleged accounting irregularities at the company. The investigation was initiated based on an anonymous report that suggested misconduct by corporate officers.

Electrical service provider in an investigation into alleged misconduct by a corporate officer. A related lawsuit by the corporate officer was dismissed.

Non-U.S. company in a three-year monitorship resulting from the company’s settlement of corruption investigations in various jurisdictions.

Middle Eastern oil company that served as an agent to a U.S. multinational. After the multinational resolved an FCPA investigation, U.S. regulatory authorities commenced an investigation of the Middle Eastern oil company as well. No charges were brought as a result of that investigation.

Committee of independent directors in a whistleblower investigation alleging misconduct by the company’s senior executives. The whistleblower alleged various code of conduct and securities law disclosure violations.

Audit committee of an oilfield services company in an FCPA investigation that began in 2004. The investigation involved two regions in which the company operated, as well as a multi-million dollar theft by a regional manager also implicated in the alleged FCPA misconduct. During the pendency of the investigation, over $10 million was recovered from the regional manager, and an additional $2 million was recovered from another party implicated in the events in question. U.S. regulatory authorities ultimately took no action against the company for the alleged FCPA misconduct. Represented the company in FCPA merger and acquisition due diligence when it was later acquired.

Audit committee of a publicly traded company in an investigation to determine whether the company’s employees had participated in a transaction to defraud the company.

Audit committee of a publicly traded company in an investigation to evaluate a theft of over $70 million by the company’s CFO. The investigation involved a thorough review of the company’s internal controls and accounting practices, evaluation of culpability by other employees, and the tracing and recovery of the funds in question.

CFO of a publicly traded company in an SEC investigation into accounting and disclosure issues. The client had received a Wells Notice prior to the commencement of the representation. The matter was ultimately resolved by an

Administrative Proceeding that imposed no fine or penalty on the client.
Publicly traded company in a pre- and post-merger and acquisition FCPA due diligence related to a $2.2 billion sale of one of the company’s business units.

Global provider of industrial and mining parts and services in its pre- and post-closing FCPA diligence of a newly acquired business line.

Antitrust Litigation

Regal Entertainment in a lawsuit brought by a competitor seeking an injunction and damages for alleged anticompetitive conduct; the matter was resolved in a confidential settlement.

Business Software Alliance in a lawsuit brought by a Mexican software company seeking damages when its operations were shut down; secured dismissal of all claims brought against the BSA.

Hispanic Broadcasting Corp. in a lawsuit brought by its competitor, Spanish Broadcasting System, Inc. (SBS). SBS claimed $500 million in damages pre-trebling; suit dismissed with prejudice (242 F. Supp. 2d 1350) and dismiss affirmed on appeal (376 F.3d 1065).

Pro bono

Sam is committed to pro bono work and community engagement, evident through his active involvement in various board memberships and organizations. He serves on the Executive Committee of the Board of Visitors of the University of Texas McDonald Observatory, a unit of The University of Texas at Austin and one of the world's leading centers for astronomical research, teaching, and public education and outreach. Additionally, Sam is a Board member of Houston PetSet, an organization dedicated to combating homelessness among companion animals, showcasing his compassion and efforts to alleviate suffering in his community. Sam is also a member and past coordinator of the Houston Area Minerals Society, an organization dedicated to study in the areas of Earth Science and related fields and arts.

In 2023, Sam achieved a unanimous 8-0 victory in the Texas Supreme Court for his pro bono client, securing the right for the client's eldest daughter to be interviewed in a custody determination, as required by Texas law. Texas family law courts were routinely ignoring the interview requirement in contravention of Texas law and the best interests of children caught in custody litigation. The landmark decision ensures that interview rights for children in similar situations will be protected in the future. Sam took the case on appeal to the intermediate court of appeals, and successfully petitioned the Texas Supreme Court to review and reverse the intermediate court decision.

 

 

 

 

 

Published Work

  • Samuel Cooper, (2017), “Investment Disputes Involving the Renewable Energy Industry under the Energy Charter Treaty,” Global Arbitration Review: The Guide to Energy Arbitrations, Second Edition
  • Samuel Cooper, (2015), “Investment Disputes Involving the Renewable Energy Industry under the Energy Charter Treaty,” Global Arbitration Review: The Guide to Energy Arbitrations
  • Samuel Cooper, (2015), “Guideposts for Handling Corporate Investigations,” The American Bar Association’s Litigation Journal
  • Samuel Cooper, (2015), “Proactive Thinking About International White Collar Investigations: How to Mitigate Risks and Manage Key Issues,” International White Collar Enforcement

Speaking Engagements

  • Conference Co-Chair, “Sixth Annual Texas Legal Market Conference,” Sandpiper Partners LLC, September 2021
  • Moderator and Panelist, “Innovation in E-Discovery Conference,” Sandpiper Partners LLC, November 2018
  • Panelist, “Fourth Annual Houston Legal Market Conference,” Sandpiper Partners LLC, October 2018
  • Panelist, “Repeat Offenders: How to Mitigate the Risk of Recidivism with FCPA Compliance,” American Conference Institute’s Conference on the FCPA, January 2018

Leadership Positions And Professional Affiliations

  • Member, The American Law Institute
  • Life Fellow, Texas Bar Foundation
  • Member, The University of Texas at Austin McDonald Observatory and Department of Astronomy Board of Visitors
  • Member and past coordinator, the Houston Area Minerals Society
Recognition
Samuel is a very skilled trial lawyer.
Chambers USA, 2023
He has huge credibility. He can guide clients to a soft landing but is tough if needs be.
Chambers USA, 2023

Awards

  • Recognized by Chambers USA in Litigation: Securities – Texas, 2006-2023
  • Recognized by Thomson Reuters as a “Texas Super Lawyer” in Business, Securities and Antitrust Litigation, 2004-2023
  • Recognized by The Best Lawyers in America in Litigation – Securities and Antitrust Litigation, 2008-2023
  • Recognized by The Legal 500 in General Commercial Disputes, M&A Litigation and Securities Litigation, 2017, 2021
  • Recognized by The Legal 500 in Financial Services Litigation, 2023
  • Recognized in Global Investigations Review’s GIR 100, 2018

Qualifications

Admissions

Texas, 1995

Courts

United States Court of Appeals for the Fifth Circuit
United States Court of Appeals for the Eleventh Circuit
United States District Court for the Northern District of Texas
United States District Court for the Southern District of Texas
United States District Court for the Eastern District of Texas
United States District Court for the Western District of Texas

Academic

A.B., Harvard College, summa cum laude, 1990 
– Phi Beta Kappa
J.D., Stanford University, 1993
– Order of the Coif
– Managing Editor, Stanford Law Review
Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.