Earlier this summer, Skadden welcomed two veteran oil and gas partners to its Houston M&A group: Emery Choi and Mingda Zhao, who lateraled over after spending time together at White & Case, following stints at Vinson & Elkins. Their collective experience includes reuniting with prominent dealmaker Steve Gill, who also made the transition to Skadden at the beginning of this year after more than two decades at V&E.
Choi and Zhao draw on years of experience guiding energy sector clients through complex deals and regulatory challenges, including M&A, joint ventures and cross-border investments, with a focus on energy and infrastructure transactions.
Just a few weeks ago, In early August, the two teamed up to co-lead a $260 million deal involving two Oklahoma energy companies, advising Devon Energy in its purchase of a major non-controlling interests in Cotton Draw Midstream, a natural gas gathering and processing operation in the Cotton Draw region of the Delaware Basin in West Texas and southeastern New Mexico.
While at White & Case, the duo often co-led transactions. According to The Texas Lawbook’s Corporate Deal Tracker the two appeared as co-leads on at least 13 deals valued together at $11.7 billion. Notable among them:
- $3.25 billion (November 2021): Advised Continental Resources on its $3.25 billion purchase of DPD assets in the Permian Midland Basin from Pioneer Natural Resources.
- $3 billion (November 2022): Advised Marathon Oil in its $3 billion acquisition of Eagle Ford Shale assets from Warburg Pincus-backed Ensign Natural Resources.
- $1.73 billion (December 2024): Represented the China National Offshore Oil Corporation in its sale to INEOS of two offshore sites in the Gulf of Mexico for $1.73 billion.
- $905 million (March 2025): Advised Occidental Petroleum on its $905 million sale of 250,000 acres in the D.J. Basin to Dallas-based Elk Range Royalties.
Amidst their busy schedules, Choi and Zhao took time recently to collaborate again, this time to write up some answers to questions from The Texas Lawbook on what they’re seeing at the moment in the M&A landscape, particularly in energy and how it continues to evolve, the capital intensity of the business and how the sources and structures of capital (and the deal technology behind them) continue to adapt. Here are their thoughts on …
The approach to due diligence and valuation across multiple basins
Due diligence has become more data-driven, basin-specific and holistic. Early shale M&A focused on title, environmental risk, type curves, and midstream economics — topics that still matter. But today’s buyers are laser-focused on remaining inventory quality, cost structure, development flexibility, and availability of water. Detailed zone-by-zone analysis and pad-level economics are table stakes. One “surprise” has been how much buyer interest there still is in “mature” areas — where returns are driven not by drilling upside but by operational optimization and infrastructure leverage.
Navigating cross-border energy transactions in the current geopolitical environment
Scenario planning, political risk assessment, and regulatory strategy are integral from the outset. In cross-border transactions, we work closely with sanctions counsel, FCPA and anti-money laundering experts, and national security advisors to ensure compliance. Lessons from deals in Latin America, the Middle East and Africa have shown us the value of building government engagement into the timeline.
M&A market dynamics affecting deal strategy and approach this year
The outperformance of gas-heavy E&Ps created a shift in buyer appetite toward gas-weighted portfolios. That impacted our approach in several ways — from emphasizing takeaway capacity and midstream alignment to structuring around basis exposure and offtake commitments. Depending on our clients’ strategic goals, we have advised on various types of matters, including acquiring upstream assets as a way to backward-integrate existing LNG or power portfolios, and developing integrated gas to data center projects.
Navigating the evolving financing landscape
It required a dual-track approach. On the sponsor side, we helped clients time exits carefully and explore structured alternatives like earnouts, retained interests, equity rollovers and continuation funds. On the corporate side, we worked with management teams to navigate valuation gaps through joint ventures (both asset based and entity based) or asset carve-outs. With the public equity window more limited, private capital has been the primary avenue for growth and liquidity — and our structuring reflected that shift.
The Trump administration signaling a return to “traditional antitrust principles” and what that might mean for energy M&A
The good news is that the new Trump enforcers have a more relaxed approach to M&A policy, which may have impeded certain deals compared to previous administrations, including those in the energy sector. One big change is that merger remedies are available again and both the current FTC and DOJ have been settling cases with traditional divestitures and other remedies. At the same time, during Trump 1.0 we saw a fairly pro-enforcement approach, with a number of merger challenges, and we expect a similar policy under Trump 2.0. In fact, the new administration decided to retain the stricter Biden-era Merger Guidelines and Hart-Scott-Rodino Act rules. We are advising energy clients that tough deals can still get done, but the parties need to implement the right strategy and most effective tools based on the merits and current policy environment.
LNG export capacity and major investments like Stonepeak’s $5.7 billion commitment to Louisiana LNG and what that means for more opportunities
We expect significant midstream and downstream investment, particularly along the Gulf Coast. Flexible tolling structures, integrated feedgas strategies, and brownfield expansions are top of mind. We’re also seeing heightened investor interest in LNG projects with optionality — those that can serve both European and Asian demand centers, especially in a volatile geopolitical climate.
Data centers projecting to consume 9 percent of U.S. electricity by 2030, which is driving more demand for natural gas and how energy companies should position themselves
Power-hungry AI applications are accelerating the gas-to-power thesis. We’re advising clients to position secure strategic optionality in areas with strong grid connectivity, reliable fiber connections, favorable permitting, and a low-carbon generation access. M&A is also shifting to include peakers, firming capacity, and hybrid generation projects that can serve as flexible baseload.
Helping clients balance traditional energy assets with transition technologies in their M&A strategies
We’re advising clients on building optionality into their core businesses. In some cases, that involves forming separately capitalized entities or partnerships to pursue carbon capture and sequestration, or hydrogen while keeping traditional portfolios intact. Many of our clients are adapting their existing upstream or midstream infrastructure for dual-purpose use — such as leveraging pipeline rights-of-way and pore space for CO2 transportation and sequestration, or using legacy processing assets to support new low carbon projects. Structuring is key here, especially around mineral and surface rights, liability allocation, and long-term offtake commitments.
Whether more large-scale consolidation opportunities exist versus the market shifting toward smaller strategic acquisitions
We expect a dual track. The supermajors and large independents will continue bolt-on acquisitions to consolidate around core positions. At the same time, mid-cap and sponsor-backed companies are actively pursuing strategic mergers to gain scale, cut G&A, and position for an eventual exit. The current environment supports both strategies.
What that means for lawyers who mostly represent clients on the sell side of the deals and whether that leads to more lateral movement
A couple of thoughts come to mind. First, the distinction between sell side and buy side is less lawyer driven than client driven. Yesterday’s consolidator could easily be tomorrow’s target. But there is little doubt that as consolidation occurs, clients within the traditional energy space become more limited and lawyers must adapt. This includes expansion into new energy sectors like renewables and adjacent industries like infrastructure, data centers and AI. It is only logical that the top lawyers are more likely than ever to consider a move to firms with greater resources and scale like Skadden.
Valuation methodologies
Buyers are scrutinizing base case economics and using more robust downside modeling. There’s a renewed focus on third-party reserve evaluations, break-even pricing, and infrastructure alignment. Creative structuring — such as sliding-scale royalties, retained interest strips or earnouts — is helping to close valuation gaps without relying on overly aggressive pricing assumptions.
SB 29 codifying the business-judgment rule in the Texas Business Organizations Code in May in part to lure incorporations away from Delaware and whether energy clients might redomicile to Texas
Although it’s too early to tell, we’re seeing early interest, especially among energy infrastructure clients with operational footprints already in Texas. Texas is really creating a pro-business atmosphere across the board with the institution of the new business courts in the Fall of 2024 and the expansion of the courts’ jurisdiction in HB 40. We anticipate that this new legislation together with courts’ strict enforcement of parties’ chosen contractual language, will make Texas an even more attractive jurisdiction for companies
That being said, redomiciling for public companies remains a challenge even following positive recent case law but is less of an issue for private companies. And there is definitely renewed interest for new companies to incorporate in Texas.
On structuring deals so sponsors can effectively pivot between hydrocarbons and clean-energy platforms without tripping tax or regulatory issues unique to Texas
These deals are often done with flexible organizational structures — allowing hydrocarbon and energy transition assets to sit in SPVs that facilitate efficient funding based on the specific needs of each project and can be tailored the navigate the applicable regulatory regimes. That’s particularly helpful in Texas, where surface use, mineral rights, and pore space all require thoughtful planning. We’ve helped clients develop carbon sequestration projects that sit on top of legacy E&P acreage and lithium brine extraction opportunities in legacy saltwater disposal zones. Many of the principles from oil and gas land work — depth severance, surface use agreements, indemnities — are proving directly applicable to energy transition projects.
On the timing being right to move to Skadden
We were drawn to Skadden because of its depth across all the disciplines that touch complex energy transactions — tax, executive compensation and benefits, labor, environmental, corporate (including public M&A, capital markets, funds, finance, projects, project finance), regulatory (antitrust, FERC, CFIUS), as well as cybersecurity, data privacy, and AI. It’s a platform where clients don’t need to compromise between subject-matter excellence and commercial practicality. The firm’s commitment to energy — and its strategic investment in Houston — made it the right time to join. We saw an opportunity to contribute to a team already operating at the highest level and help shape its next phase of growth. Energy M&A sits at the intersection of global supply chains, domestic infrastructure, and emerging technologies. That complexity is what makes the work so engaging. We’re fortunate to be at a firm — and in a city — that’s at the center of it all.