An Ounce of Prevention

Overstated, Overlooked, Overpaid: The Hidden Risk in Oil & Gas Deals

In oil and gas transactions, reserve reports and engineering assumptions can directly impact valuation, financing, and investment decisions—but not every estimate tells the full story. In this episode of An Ounce of Prevention, host Rachel Reese sits down with Thad Toups, President of Haas & Cobb and a licensed professional engineer, to discuss the role third-party engineering firms play in evaluating reserves, forecasting production, and helping buyers, sellers, lenders, and investors understand risk. Thad explains how Haas & Cobb approaches reserve analysis across both conventional and unconventional assets, including the growing challenges of forecasting mature shale wells. He breaks down why “best fit” decline curves can overstate reserves, how well interference changes production behavior over time, and why buyers relying on overly optimistic forecasts can significantly overpay for assets. The conversation also explores confidence intervals in reserve reporting, the difference between proved reserves and P50 estimates, and how reserve assumptions change depending on whether the audience is a buyer, lender, or public company auditor. Rachel and Thad also discuss several emerging trends in the industry, including renewed interest in water flooding and conventional recovery techniques, increasing scrutiny from the PCAOB on reserve reporting assumptions, and growing disputes related to water disposal and seismicity in the Permian Basin. In addition, Thad shares insight into the rapid development of Argentina’s Vaca Muerta shale play and why international opportunities are drawing more attention as high-quality domestic inventory becomes increasingly concentrated among large public operators. Before the discussion, Rachel delivers a case law update on Clarke v. Yu, a California dispute involving an alleged oral joint venture agreement related to a proposed biomedical technology company. The court held that because the proposed venture could not reasonably be completed within one year, the statute of frauds required the agreement to be in writing. Without a written agreement, the plaintiff’s claims failed. The decision serves as an important reminder that informal business discussions and exchanged ideas are not substitutes for properly documented agreements. If you’re involved in oil and gas transactions, reserve evaluations, energy investing, or business partnerships, this episode provides a practical look at how engineering assumptions, legal structures, and risk analysis intersect in today’s energy market. Time Stamps / Chapters 00:00 — Why reserve forecasting in unconventional wells is getting more difficult 01:07 — Host intro and case law update setup 01:32 — Clarke v. Yu: oral joint venture dispute and statute of frauds ruling 04:38 — Key Takeaway: Why business discussions are not enough without written agreements 05:08 — Guest introduction: Thad Toups, President of Haas & Cobb 05:38 — What third-party engineering firms actually do 07:20 — Renewed interest in water flooding and conventional assets 08:09 — Water flooding, unitization, and regulatory considerations 08:56 — Forecasting challenges in unconventional shale wells 10:24 — Expert witness work and water disposal disputes in the Permian Basin 12:32 — PCAOB scrutiny and increased diligence on reserve reporting 14:17 — Proved reserves vs P50 estimates explained 16:50 — Why lenders require conservative reserve estimates 17:49 — Argentina’s Vaca Muerta shale play and international opportunities 20:47 — Final thoughts on engineering, clients, and industry growth

M&A Mistakes That Can Derail Your Deal (And How to Avoid Them)

Most deals don’t fall apart because of one major issue—they fall apart because of small problems that stack up over time. In this episode of An Ounce of Prevention, host Rachel Reese sits down with Alex Sanchez, Director in Bridgepoint Consulting’s Dallas–Fort Worth practice, to break down what actually drives deal success (or failure) in the middle market and why preparation before a sale matters more than anything that happens during negotiations. Alex shares how his team helps companies prepare for transactions by aligning financials with operations, identifying risks early, and ensuring that the story a company tells is backed by real, defensible data. He explains why messy financials, unclear revenue streams, and lack of alignment between teams can quickly erode buyer confidence and reduce valuation—even when the underlying business is strong. The conversation also dives into the most common deal breakers, including revenue quality, customer concentration, missing or weak contracts, and underestimated working capital needs. Alex and Rachel discuss why these issues are rarely fatal on their own, but become problematic when they aren’t identified and addressed early. They also explore the challenges around earnouts, how misaligned incentives can drive the wrong behavior post-close, and why many buyers are becoming more cautious about relying on them. Before the discussion, Rachel delivers a case law update on Anadarko v. Alternative Environmental Solutions, a Fifth Circuit decision highlighting how choice of law and indemnity provisions operate in multi-state contracts. The court upheld the application of Texas law based on the parties’ agreement and reinforced that indemnity provisions can require one party to cover litigation costs arising from its own violations—even in complex, multi-jurisdictional disputes. The case underscores how contract structure can directly impact financial exposure in litigation. If you’re preparing for a transaction, evaluating a potential acquisition, or thinking about how to protect value in a deal, this episode offers a practical look at where deals go wrong—and how to get ahead of those issues before they cost you. Time Stamps / Chapters 00:00 — Introduction to the podcast 00:34 — Host intro and case law update setup 01:14 — Anadarko v. AESI: case overview, indemnity dispute, and choice-of-law ruling  04:51 — Practical takeaway: contract structure and risk exposure 05:27 — Guest introduction: Alex Sanchez, Bridgepoint Consulting 06:16 — Getting a company ready for sale: aligning financials and operations 08:08 — How messy data and weak financials reduce valuation 10:23 — Key deal risks: revenue quality and customer concentration 12:42 — Importance of contracts and diligence depth 13:50 — Legal and finance alignment in transactions 14:57 — Earnouts and the risks of misaligned incentives 17:54 — Integration challenges and execution realities 21:02 — Bridging the gap between operators and private equity 23:15 — Final thoughts: ensuring value matches what you pay for

Estate Planning and Incapacity: Who Has Legal Authority?

Most people think estate planning is something they can put off—but the real risk isn’t what happens after death, it’s what happens if you’re unable to make decisions tomorrow. In this episode of An Ounce of Prevention, Miguel Otero, Junior Associate at R. Reese & Associates, explains why estate planning is ultimately about control: who can act on your behalf, how decisions are made, and whether your wishes are followed when it matters most. Miguel breaks down the core components of an effective estate plan, including trusts, powers of attorney, and medical directives, and explains how these tools work together to avoid court involvement, reduce delays, and protect your family from unnecessary stress. He also challenges the idea that estate planning is only for high-net-worth individuals, emphasizing that anyone with assets, responsibilities, or dependents benefits from having a plan in place. The episode also includes a case law update on Heppner v. United States, where the court held that communications with a publicly available AI platform are not protected by attorney- client privilege. Because AI tools are not attorneys and do not provide confidential relationships, relying on them for legal strategy can create significant risk. The takeaway is clear: legal protection comes from working with counsel, not from interacting with a machine. If you want to reduce uncertainty, protect your family, and ensure your decisions are carried out as intended, this episode provides a clear framework for why estate planning should be addressed sooner rather than later. Time Stamps / Chapters 00:00 — Why estate planning isn’t about death 00:17 — Intro 00:43 — Host introduction and case law update setup 00:54 — Heppner v. United States: case overview and AI privilege dispute 02:29 — Why privilege and work product protections did not apply 05:14 — Introduction to estate planning fundamentals 05:36 — Core estate planning documents explained 06:01 — The role of trusts in estate planning 06:21 — Types of trusts: revocable, testamentary, irrevocable, special needs 07:03 — The real risk: incapacity, not just death 07:38 — RR&A: Expanding Beyond Oil & Gas 09:11 — What happens when there is no estate plan 09:47 — Probate, delays, and public exposure of assets 10:13 — Emotional and financial impact on families 10:42 — Final takeaway: intentional decisions vs default outcomes 11:04 — Closing remarks

Family Offices Going Direct: From Passive Investing to Control.

Family offices and private investors are increasingly moving beyond traditional passive investments and stepping directly into oil and gas deals—but direct investing comes with both opportunity and risk. In this episode of An Ounce of Prevention, host Rachel Reese sits down with Rebecca Stehle, founder of Aquaerial, to discuss how investors are navigating the evolving energy investment landscape and why technical expertise still matters when evaluating deals. Rebecca shares her path from reservoir engineer at ExxonMobil to entrepreneur building a non-operated oil and gas investment platform. After spending more than a decade working in technical roles focused on asset management and reserves in the Permian Basin, she transitioned into the family office world, where she sourced and evaluated energy investments across multiple sectors. That experience ultimately led her to launch Aquaerial, a platform focused on identifying high-quality non-operated opportunities and connecting them with capital. In the conversation, Rachel and Rebecca explore the rapid growth of family office participation in direct investments and how the model is evolving. Family offices that once invested primarily as limited partners in private equity funds are increasingly seeking direct control over deals, governance rights, and portfolio companies. While this shift can offer greater returns and strategic influence, it also introduces operational complexity, requiring specialized expertise, disciplined due diligence, and the ability to manage assets over the long term. Rebecca also explains how non-operated oil and gas investments work and why certain deal structures—such as AFE or “pre-first-production” interests—can provide attractive returns with relatively short timelines to cash flow. She discusses the importance of diversification in non-operated portfolios, the role of subsurface expertise when evaluating drilling opportunities, and why not every deal that offers appealing tax benefits ultimately represents a sound investment. Before the conversation begins, Rachel delivers a case law update on Abramowski v. Nuvei Corp [https://www.google.com/search?sca_esv=b78cf8500232fcdc&sxsrf=ANbL-n7Y3Oq8MIKkEgRf_srY-_f1MasdkA:1775089052582&q=Abramsky+v.+Nuvei+Corp.&sa=X&ved=2ahUKEwi35LGD8s2TAxUWv4kEHchdLtoQ7xYoAHoECBAQAQ]., a recent decision from the Third Circuit Court of Appeals addressing the SEC’s “best price rule” in tender offers. The court clarified that the rule governs the price paid to shareholders when their shares are purchased, but it does not require an acquiring company to purchase every share tendered if the offer is subject to contractual conditions—such as requirements that shares be free of liens, restrictions, or other encumbrances. The decision highlights the importance of carefully drafted merger agreements and the role of legal counsel in structuring tender offers and shareholder transactions. If you’re interested in oil and gas investment strategy, family office capital trends, non-operated deal structures, or how legal and technical expertise intersect in energy investing, this episode offers a practical look at how experienced investors evaluate risk, structure deals, and build long-term investment platforms in today’s energy market. Time Stamps / Chapters 00:00 — Episode teaser    00:21—Introduction to An Ounce of Prevention 00: 54— Host introduction and case law update setup 01:01 — Abramowski v. Nuvei Corp.: overview of the securities dispute 02:19 — The SEC’s “best price rule” and the issue on appeal 03:22 — Why the court ruled the rule does not require purchasing all tendered shares 03:46 — Practical takeaway for companies structuring tender offers 04:17 — Guest introduction: Rebecca Stehle, founder of Aquaerial 04:40 — Rebecca’s career path: Cornell PhD to ExxonMobil reservoir engineer 05:22 — Transitioning from corporate roles to the family office world 07:12 — How family offices are evolving toward direct investing 08:55 — What it takes for a family office to operate deals directly 10:31 — Pros and cons of moving from passive investing to direct deals 11:35 — RR&A: Expanding Beyond Oil & Gas                                                                                  13:09 — Launching Aquaerial and taking the first investment risk 15:04 — Understanding non-operated AFE deals and quick-cycle investments 15:38 — Leasehold non-operated deals and higher-risk opportunities 16:33 — The potential in well re-entries and mature Permian assets 17:33 — Co-investing and splitting larger working interests 18:53 — The shift toward institutional capital and investment funds 20:57 — Tax advantages vs. the importance of subsurface expertise 21:26 — Closing remarks and episode wrap

Done Right: RR&A’s Approach to Preventing Title Problems

Title examination may happen behind the scenes, but it plays a critical role in protecting ownership, validating mineral interests, and preventing costly issues before they arise. In this episode of An Ounce of Prevention, guest host Kaysha Spoon, Associate at R. Reese & Associates, explains how the firm delivers title opinions that go beyond accuracy to become practical, decision-making tools for clients. She walks through how RR&A implements strict quality control checks to eliminate rounding errors and verify decimal interest (DOI) calculations, while also closely analyzing oil and gas leases for overlooked requirements such as pooling provisions and unit declarations, and identifying both title defects and curative issues, clearly distinguishing between high-risk defects that impact ownership and operations and lower-risk issues that may not require immediate action. Kaysha also explains how proactive communication during the title examination process allows clients to begin curative work earlier, and how visual chain of title flowcharts creates transparency in ownership calculations. She discusses how RR&A improves efficiency by resolving issues quickly to reduce costs, while offering flexible formats, including dynamic Excel-based title opinions that allow teams to track curative requirements, prioritize risk, and integrate title work directly into their operational workflow. In addition, the episode includes a caselaw update on Buyers Peak Properties v. Buyers Peak Land and Cattle, LLC, a recent Colorado Supreme Court decision clarifying that Colorado’s statutory waste of water provisions cannot be enforced by private landowners and that related trespass and nuisance claims may not survive if the statutory theory fails, highlighting important considerations for landowners dealing with irrigation disputes. Overall, this episode demonstrates how RR&A’s thoughtful, modern approach to oil and gas title examination protects client assets, streamlines operations, and delivers actionable, practical value beyond the final opinion. Listen to this episode and you’ll see why RR&A is the title firm clients trust to get it right, every time. Time Stamps / Chapters: 00:00 Introduction to the podcast 00:25 Host intro 00:37 Colorado water law case overview 01:07 Ranch dispute and irrigation conflict 01:31 Lawsuit, claims, and water court ruling 02:05 Supreme Court issue: standing & private rights 02:32 Why the statute cannot be privately enforced 02:55 Why flooding claims don’t qualify under statute 03:21 Jurisdiction shift and dismissal of claims 03:46 Why this case matters for landowners 03:56 Transition to title examination discussion 04:14 Preventing errors in title work 05:06 High-risk vs low-risk title defects 06:06 Making title opinions practical and usable 07:16 Efficiency and client-focused workflows 07:34 Closing remarks on title examination importance 07:42 Firm overview and services 09:14 Legal disclaimer 09:27 Outro and contact info