唐氏交易:为什么不知疲倦的税务专家唐-卢珀花了几十年时间,纵横全球,签署交易。

Donald Looper is a tax lawyer whose practice focuses on project finance, project development, and structuring partnership, corporate, and international transactions.

Don’s skills for structuring and managing international business transactions have resulted in his being selected by clients to manage international projects negotiated in 36 foreign countries and across the United States. U.S. clients utilize his tax and project management skills to navigate treaty issues and manage acquisitions in foreign countries, including supervision of local lawyers and accountants, tax reporting, and contracting.

Don enjoys a close working relationship with executives and GCs, representing public and privately held companies and private equity funds in a variety of industries. In addition to his representation of upstream and midstream energy companies, Don’s client projects include seismic gathering and processing, refinery acquisitions, exploiting new oil field service technologIes, commodity trading and logistics, rail and pipeline throughput projects, agriculture contracts, and pesticide, herbicide and new technology business development.

Don Looper has had a long, distinguished and highly colourful career.

While based in Houston, Texas, his work as a tax lawyer has taken him around the world to countless countries and territories.

He’s signed off on multimillion dollar deals in Hamburg, London, Cairo and Buenos Aires, flown across the bleak coastal oil fields of Libya and Vietnam, and helped clients navigate complex sanctions issues in Cuba.

Unsurprisingly, given his tireless global trotting, Don is a self-confessed workaholic. For years he would be billing more than 10 hours a day before heading off after work to coach baseball.

Just listening to Don’s astonishingly varied life and work as a lawyer, puts to bed forever the notion that people in the legal profession – particularly tax specialists – are predictable and a little bit nerdy.

“I’m at the end of my career now,” Don says. “When you’re at that point you get a materially different perspective than somebody who is 40 years old and hard charging at their career. Clients appreciate the wisdom that is gained by someone like me who has seen most problems before and has dealt with them – wherever they may be.”

M&As and energy partnerships

Don’s practice has primarily focussed on M&As and business partnerships in the energy sector, in the Gulf of Mexico and internationally: “I’m a tax lawyer, always have been. But early in my career, this specialization placed me at the forefront of structuring project finance transactions, international partnerships and acquisitions. Tax is critical in every major transaction—how to structure the transaction to get the economic terms desired while minimizing the tax effects. In all deals the tax lawyer is in early to give advice, but I was driven toward, and the clients saw that I was very successful at, what I enjoyed most—being the “legal project manager” for complex corporate, partnership and joint venture transactions, particularly in the energy space.”

“Clients appreciate the wisdom that is gained by someone like me who has seen most problems before and has dealt with them – wherever they may be.”

Don admits he’s not a traditional tax lawyer: “Most tax lawyers tend to be very boxed in, in terms of expertise. You may be just a tax trust expert, a state tax expert or an international tax expert. That’s not my practice. My practice evolved into structuring and drafting contracts and joint ventures, maybe drilling tax partnerships. It may be international partnerships, but it’s a transactional practice with a heavy tax expertise. That’s really my practice.”

Studying law

Don’s career in law started at the University of Houston Law School, after gaining a Master’s degree in tax accounting at the University of Texas. After a spell in Denver early in his career, Don came back to Houston and set up LooperReed in 1985 with six colleagues. By 2013, the firm had grown to 128 lawyers and with talk of a merger on the cards, Don decided to quit.

“The reason I left LooperReed was that they wanted to merge with another firm,” Don recalls. “I didn’t really see the value in it, so I voted against it. It was just getting bigger and if you enjoy practicing law the merger didn’t make any sense to me. I’ve always been more comfortable in the mid-size space. When you do something like I did – kill the merger – there’s no putting your relationships back together. It’s the Humpty Dumpty moment and I left.”

Following his break with the firm, Don met with New Orleans lawyer PJ Goodwine and soon realised theirs was a good cultural fit. Besides, PJ Goodwine is one of the leading energy regulatory experts in the United States. In 2014, Looper Goodwine P.C opened its offices in Houston and New Orleans and currently has 14 lawyers plus paralegal staff across the firm. “A successful law firm requires great lawyers and good internal relationships, and I have great partners.”

Energy capital of the world

“With our offices, we’re close to the centre of the energy capital of the world. All the offshore work, all the offshore oil and gas drilling, is operated through our New Orleans office,” Don says.

“Meanwhile, the majority of work done out of the Houston office is based on a broad transactional practice serving oil field service businesses and companies that transact business with energy companies and oil service businesses: Many of our clients are now focused on big renewable projects that have nothing to do with oil and gas. But most of our clients are in some way related to the oil and gas industry. They may be a high technology developer, make wireline drilling trucks etc. But when you get back down to it, it’s mostly related to the oil and gas industry.”

The sector has taken Don around the world several times over: “Actually, the most interesting thing about my practice is that I have been in 36 countries outside the US doing transactions, that’s in addition to vacations. That’s different countries engaged in negotiations and structuring deals.”

One of Don’s specialisms early on was to become a sanctions regulations specialist – particularly as some big oil producers such as Libya were subject to US sanctions.

He admits that many lawyers would have given dealing with governments and organisations hit by US sanctions a wide birth, but not Don: “It was early in my practice that I became an expert in sanctions, because the sanctions regulations are monitored by and administered by the US Treasury Department. So, they are Treasury regulations.”

As a result, Don started working on deals involving Cuba, Vietnam and Libya, to name just a few locations: “I did an acquisition in Germany and our client bought an oil refinery from Exxon, and no one knew it at the time but it was all related to the fact that the company was going to be using Libyan crude. My job was to get the acquisition done legally under the sanctions.

“Two big law firms had given the client advice that they could not do the work – because it was illegal under the sanctions. So, they came to me for backup and I wrote them a memo explaining, ‘you can do it, but here’s how you have to do it legally. And it means no US people can be involved.’ I went through the whole process with them.”

The client loved Don’s memo and he was flown over to London the following morning: “That kicked off a 12-month job that was negotiating a workout with Libya. The client had $148 million in liability on an exploration and production sharing agreement. They were trying to get out of the liability because they had drilled dry holes throughout the concession. So the first meeting I was in was with the Libya Oil Minister.

“My client, a foreign executive of a Fortune 50 company, proposed that they let the client out of the $148 million and we’d buy a refinery and then set up a joint venture. My job was then to do that legally. We then had to negotiate with the Libyans at the same time as negotiating with Exxon and no one could know what we were doing on either side. It was a time of amazing intrigue, traveling, all of it.”

Don admits that such a cloak-and-dagger deal also had its downside: “I was threatened a couple of times. We had to move hotels. It could all get a bit difficult personally, but it was also a great time and catapulted my career.”

Passion for baseball

Unbelievably, while Don was crisscrossing from Houston to London to Tripoli, he also found time to indulge in his great passion outside work – baseball.

Don organized and coached a highly competitive local women’s softball team starting while in college. It was an astounding achievement given his propensity to be in multi-locations during any one week: “I coached 14 years of women’s softball. We won many State Championships and then we won three consecutive National Championships before my lawyer coach friend and I quit to focus on our children with our off-work time.”

At the same time, Don also started coaching his sons: “I coached my boys for 20 years because they were spread out for 14 years. I’d say the boys suffered because of my international travel. I was out of the country a lot and building a law firm in Houston. There were many times I would leave the office, go to a baseball practice or a game that’s four hours long, and then go back to the office and work till 2am in the morning to get work done.

“So, yeah, it was a very busy life. If I had a regret, it would only be that I didn’t spend more time with the kids while I was doing it. I do not believe that I could have built the reputation of my practice and the law firm as I did if I had not spent all that time at the office and with clients, but that is the trade off in building a big aggressive practice.”

“It’s a busy family life, but there’s no question you learn that as you get older, you need to spend your time with the people you love and who you enjoy being with.”

When Don does go on vacation, he likes to relax – in an active kind of way. He skis in Colorado (while also working) and does a lot of hiking with his wife, in the US and overseas.

“My wife loves hiking in Switzerland and our 27-year-old is a very accomplished rock climber, so we do things with him. It’s a busy family life, but there’s no question you learn that as you get older, you need to spend your time with the people you love and who you enjoy being with.”

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