Cowan

Brian A. Cowan brings his substantial business background to 30 years of law practice. Prior to attending law school, Brian was a Senior Financial Analyst, and later became Vice President of Construction and Real Estate Lending for a large regional bank.

• Economic Development
• Organization & Capital Formation
• Intellectual Property
• Real Estate Development & Finance
• Mergers & Acquisitions

• Project Development & Finance
  • Represents project developers in all phases of the development process, including forming the development company and related entities; real estate acquisition; preparing and reviewing bid packages; contract preparation and negotiation; legal administration of contracts including preparing amendments, work orders and change orders and addressing claims and delays; procuring materials, engineered equipment and supplies; permitting; and negotiating financing.
  • Drafts, negotiates and provides legal administration for full range of project documents such as design and engineering agreements; engineering, procurement and construction contracts (EPC); single-purpose construction contracts; operation and management agreements; software licenses; offtake agreements; power supply agreements and related servitudes and construction contracts; feedstock contracts; loan documents, and other related agreements. Works closely with senior management, finance officers, project managers, procurement personnel, contract administration, and IT managers.
  • Represented an international client in the development of the first phase of a multi-billion dollar methanol plant in Louisiana. Prepared and negotiated the engineering, procurement and construction agreement for the plant and serves as legal counsel for the administration of the contract. Created templates, negotiated and provided legal administration for master services agreements, single-purpose construction contracts, engineered equipment contracts, loan agreements, non-disclosure agreements, software licenses, leases, and all other related project agreements.
  • Other representative project development matters include advising a large manufacturing company regarding agreement templates for master services agreements, procurement agreements, and processing agreements.
• Oil and Natural Gas Facilities Construction, Gathering and Processing
  • Currently serving as outside counsel to one of the largest energy infrastructure companies in North America in its day-to-day transactions on midstream gathering and processing assets throughout the United States.  Works closely with company senior management, in-house counsel, engineers, and commercial representatives. 
  • Represented a major multistate energy company in its day-to-day transactions until its merger into a competitor. Continues to represent the company on significant transactions. Continues to represent the company on Louisiana transactions. Negotiated and administered on behalf of the company the acquisition and construction of a multi-billion dollar Haynesville Shale gathering system, and the related pipeline, plants, interconnections and other facilities, as well as the related long-term natural gas gathering and treating agreements. Negotiated and administered hundreds of extensive long-term gas processing and gathering transactions, involving trillions of cubic feet of gas. Advised the company on significant acquisition of assets related to its Haynesville gathering system. Advised the company on the pipeline and facilities construction of a Bakken Shale oil gathering system and the related oil gathering agreements. Negotiated on behalf of the company the acquisition of a large Oklahoma gathering system and the related pipeline construction and long-term natural gas gathering and treating agreements. Created, negotiated and administered equipment procurement agreements. Prepared term sheets, proposals and letters of intent for company commercial representatives. Prepared bid packages and reviewed them upon receipt. Worked closely with company senior management, engineers, and commercial representatives.
  • Other representative oil and natural gas matters include the negotiation and administration of all renovations, procurement and processing agreements for a Texas regional processing plant; the negotiation and administration of construction and equipment procurement of several major natural gas treating plants; and the creation of construction, master services agreements, straddle agreements, and engineered goods procurement templates for several Houston-based oil and gas companies.
• Major Transactions, Merger and Acquisitions, and Corporate Matters
  • Negotiated and conducted numerous mergers, acquisitions and sales of businesses in Louisiana, Mississippi, Colorado, Nevada, New Mexico and Texas. Counsels business owners and senior management across numerous industries regarding corporate formation/choice of entity, corporate governance, major contracts and transactions, buy-sell and other shareholder agreements, long-range business and transition planning, securities issues, and employment and compensation issues.
• Intellectual Property
  • Represents a number of software companies, artists, authors, software developers, inventors, record labels, corporate entities, and an Oscar® winning movie studio on an ongoing basis regarding virtually every type of intellectual property matter including registration and protection of their intellectual properties, licensing, joint ventures, royalties, assignments, options and sales (excluding patent registration). Negotiates intellectual property transactions with major studios and publishers including, e.g., Sony Europe, Sony USA, Netflix, Mattel, Dolby, and Simon & Schuster. Negotiated with hundreds of local, state and federal government entities on behalf of a software developer client. Prepares and negotiates work made for hire, contributing artist, and other similar agreements for intellectual property protection.

• Best Lawyers in America®
  • Business Organizations (including LLCs and Partnerships), 2021-2024
  • Corporate Law, 2021-20234

• Mississippi, 1993
• Colorado, 1996
• Louisiana, 1999

• University of Mississippi, J.D., magna cum laude, 1993
  • Mississippi Law Journal
  • Honor Council Chairman
• Millsaps College, B.B.A., Finance and Accounting, 1984
  • Dean’s List
  • Internship, Mississippi Real Estate Commission

• Mississippi Bar Association
• Colorado Bar Association
• Louisiana Bar Association

• The Pro Bono Project
• Justice for All Ball Committee