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Cindy Matherne
Muller

Position
Partner
Office
Houston

Cindy Matherne Muller is a partner and participates in the Construction, Energy, Environmental & Natural Resources, and Maritime industry teams. She represents a broad range of companies, from large multinational EPC contractors to private equity portfolio companies, doing business in the energy, maritime, and construction industries, on capital projects and commercial and restructuring transactions, and compliance functions. Cindy also serves as co-chair of the firm’s offshore wind initiative.


For most of her career, Cindy has built her legal and executive experience as general counsel; vice president, legal; and chief compliance officer, advising global oilfield service companies. As a result of this client-side experience, she has broad knowledge of issues facing general counsels, a distinct understanding of energy and construction industry legal and business issues, and brings efficient, practical solutions to her clients. She has significant construction transactional experience, including drafting and negotiating domestic and international engineering, procurement, and construction (EPC) agreements, for onshore and offshore energy infrastructure projects with related subcontracts. She also regularly negotiates day-to-day commercial agreements, including master service agreements. She also has maritime transactional, restructuring, and regulatory experience, which includes advising on Jones Act ownership and compliance issues and coastwise trade regulations. Her transactional experience includes negotiation of charter parties, contracts of affreightment, and construction and decommissioning agreements.

Cindy’s restructuring practice is informed by her experience serving as the General Counsel of a publicly-traded offshore service vessel company, while guiding it through the chapter 11 process. She uses that knowledge to guide and represent stakeholders in restructuring or bankruptcy processes, including advising creditors of their rights, advising members of unsecured creditors committees, and advising debtors on special maritime issues.

In the corporate arena, she has drafted, developed, and implemented entire compliance programs and policies for international service companies and has advised on domestic and international joint ventures, restructuring transactions, and M&A transactions.

Noteworthy

  • The Legal 500 United States, Transport: Shipping - Finance (2021)
  • Houston Business Journal, Finalist, Best Corporate Counsel – General Counsel (small law department) (2015)

Experience

Energy Construction and Commercial Transactions

  • Negotiated an EPC frame agreement with a European wind farm developer of US offshore wind projects for horizontal directional drilling
  • Represented a major EPC contractor in the negotiation of an EPC frame agreement with an international oil major
  • Advised a horizontal directional driller in negotiation of an EPC contract using a FIDIC 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, US eastern seaboard, 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 pre-construction 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

Corporate and Compliance

  • Acted as general counsel for a publicly traded offshore supply vessel company through its restructuring under Chapter 11 of the bankruptcy code
  • Served as part of a restructuring team providing maritime advice on maintaining compliance with Jones Act ownership requirements during a restructuring plan
  • Drafted due diligence questionnaire focused on sanctions compliance for international shipping conglomerate
  • Drafted compliance policies, including anticorruption and bribery policy for private equity-backed onshore contractor; provided compliance training to executive management

Maritime

  • Advised an international petrochemical company on maritime risks in due diligence of a potential multi-billion dollar acquisition
  • Advised a marine contractor in 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, 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
  • Advised a large chemical manufacturer on coastwise trade issues

Publications

  • "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

  • "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
black and white headshot of Cindy Matherne Muller
Houston
Suite 2900
811 Main St
Houston, TX 77002
D: 713.437.1859
F: 713.437.1810
Emailcmuller@joneswalker.com

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 Practice
  • Energy Transactional Support
  • Maritime Finance and Transactions
  • Maritime Practice
  • Maritime Restructuring
  • Renewable Energy

Related Industries

  • Construction
  • Energy, Environmental & Natural Resources
  • Maritime
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