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Cindy Matherne
Muller

Position
Partner
Office
Houston

Cindy Matherne Muller is a partner in the Maritime Practice Group and head of the firm’s Houston office. She represents multinational engineering, procurement, and construction (EPC) contractors; private equity portfolio companies; and industry stakeholders across the energy, maritime, and construction sectors, advising on capital projects, commercial transactions, regulatory compliance, and restructuring matters.


Before joining Jones Walker, Cindy spent more than a decade as in-house counsel in the offshore energy sector, serving as senior legal counsel at Horizon Offshore Inc. (2004–2007), vice president, legal and assistant general counsel at Cal Dive International Inc. (2007–2014), general counsel at Energy Maintenance Services (2014–2016), and general counsel and chief compliance officer at GulfMark Offshore Inc. (2016–2017). During this time, she negotiated more than 100 engineering, procurement, construction, and installation (EPCI) contracts, overseeing offshore pipeline construction, platform and topside installation, and engineering, procurement, and installation projects across North America, Latin America, West Africa, the Caribbean, and the Asia-Pacific region — totaling more than $3 billion in contract value.

Since joining Jones Walker in 2018, Cindy has advised leading oil majors, pipeline operators, and national energy companies on major capital projects, and has led numerous negotiations for offshore pipeline and facility construction agreements. She has extensive experience drafting and negotiating EPC, EPCI, and engineering, procurement, and construction management (EPCM) agreements for various energy infrastructure projects, including offshore wind, liquefied natural gas, and compressed natural gas facilities, and horizontal directional drilling installations for oil and gas, utilities, and fiber optic cables. Her maritime transactional and regulatory proficiency includes Jones Act compliance and coastwise trade regulations, charter party negotiations and contracts of affreightment, and offshore construction and decommissioning agreements.

Cindy serves as co-chair of Jones Walker’s offshore wind initiative and actively contributes to the firm’s Construction; Energy, Environmental & Natural Resources; and Maritime industry teams.

Noteworthy

  • The Best Lawyers in America®, Admiralty and Maritime Law (2024, 2025 and 2026)
  • Chambers USA, Offshore Energy (listed annually since 2023)
  • The Legal 500 United States, Transport: Shipping - Finance (2021, 2023 and 2024)
  • Houston Business Journal, "Women Who Mean Business" (2023)
  • Houston Business Journal, Finalist, Best Corporate Counsel – General Counsel (small law department) (2015)

Experience

  • Served as outside general counsel to a private equity-backed startup wind turbine installation vessel owner and EPC contractor, providing: (1) corporate advices, including corporate formation and equity investment; (2) finance advices (including Maritime Administration Title XI financing); (3) federal government relations advices and lobbying; and (4) contract and supplier advices for a suite of contracts for a new offshore business, including shipyard, subcontractor, and supplier agreements and customer contracts.
  • Acted as project counsel for a developer in connection with planned offshore wind farm(s) in state waters off the coast of Louisiana.
  • Advised several Tier One contractors on application of the Jones Act coastwise trade limitations on construction methodology in offshore wind projects.
  • Represented a horizontal directional drilling company in the drafting and negotiation of an EPCI agreement with a leading offshore wind developer for the horizontal directional drilling, design, and engineering of a temporary pier for the export cables for the Sunrise Wind project.
  • Negotiated the $800 million EPCI Balance of Plant agreement for the Cape Wind project.
  • Drafted an EPCI pipeline construction agreement for an offshore services company to procure pipeline services to replace a pipeline in Saudi Arabia damaged by its operations.
  • Supported in-house counsel of an oil and gas major on the drafting and negotiation of a Construction and Use Agreement between it and a multinational pipeline and energy company for the construction of a gathering system to connect new deep-water developments to existing trunklines.
  • Drafted an EPCI pipeline construction template for a telecommunications firm that was later converted to an EPCM agreement.
  • Drafted two EPCI agreements for compressed natural gas facilities in Louisiana and Honduras and an EPCI agreement for the installation of a Container Receiving and Offloading Unit Agreement in the Dominican Republic for an international energy company.
  • Negotiated a $20 million EP+Commissioning agreement for the design, supply, and commissioning of electronic bus chargers for the Washington Metro Area Transit Authority Bus Terminal and a $1 billion EPCI contract with Virginia Electric Power for a 230 kV gas-insulated substation on behalf of a global technology leader in electrification.
  • Drafted and negotiated a $20 million EPCI agreement for the horizontal directional drilling of pipeline routes on the Northern Slope of Alaska.
  • Represented a major EPC contractor in the negotiation of an EPC frame agreement with an international oil major.
  • Advised a horizontal directional driller in the negotiation of an EPC contract using a Federation Internationale Des Ingenieurs-Conseils form for an outfall project in Barbados.
  • Advised an international diving and construction general contractor on the negotiation of domestic and international contracts, including lump sum and EPC construction contracts, and related subcontractor agreements for pipeline construction, derrick installation, diving inspection, repair, and maintenance and decommissioning projects in the US Gulf of Mexico, along the US Eastern Seaboard, and in the Caribbean, Central and South America, West Africa, Southeast Asia, and Australia.
  • Advised an international diving and construction contractor on the enforceability of lien rights under the Louisiana Oil Well Lien Act and the Texas Property Code.
  • Provided outside general counsel advice to a private equity-backed onshore construction contractor, including general corporate and subsidiary management, risk identification and mitigation, and drafting of compliance and contracting policies, procedures, and contract templates, to navigate construction anti-indemnity statutes in various states, including Texas and Louisiana.
  • Represented a major petrochemical manufacturer in the negotiation of contracts of sale and procurement and transportation agreements, including contracts of affreightment.
  • Advised a private equity investor in the negotiation of master service agreements for preconstruction due diligence services for an energy infrastructure project.
  • Advised an onshore exploration and production company on the enforceability and breadth of indemnity and additional assured provisions.
  • Served as part of a restructuring team providing maritime advice on maintaining compliance with Jones Act ownership requirements during a restructuring plan.
  • Advised an international petrochemical company on maritime risks in due diligence of a potential multibillion-dollar acquisition.
  • Advised a marine contractor on the negotiation of a construction and installation agreement for a mooring system and related subcontracts.
  • Advised an international diving and construction contractor on compliance with international and domestic local content laws, including Jones Act, coastwise trade, and US manning regulations.
  • Negotiated a full suite of offshore customer and vendor contracts, including EPC construction contracts and charter party, marine manning, and dockage and wharfage agreements, ensuring enforceability of indemnity and insurance provisions under the Longshore and Harbor Workers’ Compensation Act, the Outer Continental Shelf Lands Act, the Louisiana Oilfield Indemnity Act, and the Texas Anti-Indemnity Act.

Publications

  • "Maritime Issues in Construction," Construction Law Update, Wolters Kluwer, 2023
  • "Lost in Translation: Transitioning into the Renewables Space," OilWoman Magazine, November 11, 2022
  • "Vessel Owner Retains Proprietary Interest In Vessel Under Bareboat Charter," WorkBoat, November 1, 2022
  • "Who has admiralty jurisdiction over federal dredging contracts with the Corps?" WorkBoat, July 15, 2022
  • "Three Sheets to the Wind: Cautionary Tales of Unlimited Risk in Offshore Wind Construction," Jones Walker LLP Offshore Wind Client Alert, April 25, 2022
  • "Financing Options for Coastwise Trade-Qualified Vessels for Use in US Offshore Wind Projects," Texas Lawyer, March 22, 2022
  • "Three Sheets to the Wind: Cautionary Tales of Unlimited Risk in Offshore Wind Construction," Texas Lawyer, March 4, 2022
  • "Maritime Law: An Albatross for Contractors Navigating Marine Construction," ConsensusDocs, December 14, 2021
  • "Force Majeure Under Texas Law in the Aftermath of Hurricane Ida," Jones Walker LLP Maritime Newsletter, September 2021
  • "Onshore Injury, Offshore Platform?" WorkBoat, August 2021
  • "Marching Toward Increased Investment in Offshore Wind and Related Vessel Support," Windpower Engineering & Development, August 2, 2021
  • "Offshore Wind Gains Momentum - A Primer on Applicable Regulations," Texas Lawyer, March 24, 2021
  • "Not Always a Breeze: Considerations in Contracting for Offshore Wind Projects," Jones Walker LLP Maritime Newsletter - Special Offshore Wind Edition, October 2020
  • "Implications for Offshore Energy Projects," Texas Lawyer, May 29, 2019
  • "Supreme Court Decision in Dutra Group v. Batterton May Resolve Circuit Court Split but Cause Greater Uncertainty," Texas Lawyer, May 6, 2019

Presentations

  • "Jones Act Update for Offshore Wind Operations," Houston Marine & Energy Insurance Conference, Houston, Texas, September 24, 2024
  • "Blowing in the Wind: Unveiling Risks and Harnessing the Opportunities of Offshore Wind," Society of Construction Law – North America 2024 Annual Conference, Montreal, Canada, July 12, 2024
  • "Wake Up with WISTA," Women's International Shipping & Trading Association USA New Orleans Chapter, New Orleans, Louisiana, June 27, 2024
  • "Supply Chain Showstoppers – A Deep Dive into the Allocation of Risk," IPF24 Offshore Wind Energy Conference, New Orleans, Louisiana, April 23, 2024
  • Jones Walker Houston Maritime Seminar, Houston, Texas, April 18, 2024
  • "Boomerang: How Indemnity and Related Clauses May Come Back to Haunt You," 2023 Construction Law Update Seminar, Houston, Texas, May 18, 2023
  • "Three Sheets to the Wind – Allocation of Risk in Offshore Wind Contracts," Business Network for Offshore Wind's 2023 IPF Conference, Baltimore, Maryland, March 28–30, 2023
  • "Trends/Updates and Legal Issues - Offshore Wind Projects – Eastern U.S., Western U.S., Gulf of Mexico," 18th Annual Renewable Energy Law Institute, University of Texas School of Law, February 1, 2023
  • 2022 Offshore Wind Executive Summit, November 8, 2022
  • "Jones Act: US Offshore Wind, USL&H, and Fleet Technology Panel Discussion," Houston Marine & Energy Insurance Conference, October 10, 2022
  • "Legal Issues and Other Considerations Related to Doing Business in the US," Innovation Norway, October 7, 2022
  • "Lessons Learned – Insights from Debtors' General Counsel," Turnaround Management Association Breakfast Meeting, June 1, 2022
  • "Jones Act Regulatory Panel – Discussion of Traditional & Developing Areas of Application," Houston Bar Association CLE, May 21, 2022
  • "Offshore Wind and the Regulatory Landscape," Norwegian-American Chamber Of Commerce Houston Chapter, April 21, 2022
  • "The Jones Act After 100 Years," Tulane's 29th Biennial Admiralty Law Institute, March 30–April 1, 2022
  • 2021 Maritime Law Association Annual Virtual Fall Meeting, November 3–6, 2021
  • "Operating on the (Wind) Farm," WorkBoat + Wind Webinar, March 31, 2021
  • "Legal and Commercial Risk in Offshore Wind Contracts – Are They Different from Oil and Gas?" 2020 Marine Money Virtual Ship Finance Forum NYC, November 19, 2020
  • "Contract Disputes from COVID 19: Force Majeure Checklist," Federal Bar Association and myLawCLE Webinar, April 2020
  • "Innovation and Disruption: The Insurance and Risk Manager’s Perspective," Houston Marine and Energy Insurance Conference, September 16, 2019, Houston, Texas

Memberships

  • Houston Bar Association
  • Louisiana State Bar Association 
  • Society for Corporate Governance
  • State Bar of Texas
  • Women’s Energy Network
  • Women’s International Shipping and Trade Association
Houston
Suite 2900
811 Main St
Houston, TX 77002
D: 713.437.1859
F: 713.437.1810
Emailcmuller@joneswalker.com
New Orleans
201 St. Charles Ave
New Orleans, LA 70170-5100
D: 504.582.8000
F: 504.582.8583

Education

  • Louisiana State University Paul M. Hebert Law Center
    JD, 1991
    Order of the Coif; Louisiana Law Review
  • Louisiana State University
    BS, Accounting, 1988

Bar Admissions

  • Louisiana
  • Texas

Court Admissions

  • US District Court for the Eastern District of Texas
  • US District Court for the Southern District of Texas

Related Practices

  • Bankruptcy & Restructuring
  • Commercial Transactions
  • Construction
  • Contract Negotiation & Drafting
  • Corporate Compliance & White Collar Defense
  • Energy & Natural Resources
  • Energy Transactional Support
  • Maritime Finance and Transactions
  • Maritime
  • Maritime Restructuring
  • Renewable Energy
  • Offshore Energy

Related Industries

  • Construction Industry
  • Energy, Environmental & Natural Resources
  • Maritime Industry
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