Carlos R. Rainer
Norton Rose Fulbright US LLP
Carlos R. RainervCard
Related services and key industries
Carlos concentrates his practice primarily on complex business and corporate litigation matters and is recognized as a leading attorney in business disputes, corporate governance and compliance, whistleblower litigation, internal investigations, and government enforcement actions and proceedings. Carlos routinely handles disputes with amounts in controversy in the tens of millions of dollars and advises clients on a range of complex, multidisciplinary matters posing significant legal, regulatory and enterprise risks to their businesses.
- Recognized in 2004 as a "Lawyer on the Fast Track"
- Selected as one of "Houston's Top Lawyers" for business litigation in 2010
- Selected as a "Rising Star" among Texas lawyers for ten consecutive years from 2004 to 2014
- Selected in 2014-2020 as a "Super Lawyer" in Texas for business and commercial litigation
Clients and peers identify Carlos as a go to lawyer, a tough and imposing litigator, and a trusted advisor. His client roster consists of a diverse group of clients, including energy companies, investment, financial and professional services firms, banks, transportation and distribution companies, technology and consulting firms, construction businesses, academic institutions, and industry associations and trade groups. In-house counsel, executive management, business principals and directors of both private and public companies routinely seek out Carlos for representation in litigation matters and other business disputes and controversies.
Litigation. Carlos's litigation experience spans multiple forums having represented clients in state, federal, and alternative tribunals in various matters involving business and commercial disputes, director and officer liability, antitrust and securities litigation, business torts, breach of contract, fiduciary duty litigation, partnership and joint venture disputes, majority and minority shareholder disputes, banking disputes, debtor and creditor disputes, commercial bribery, qui tam/false claims act liability, fraud, class action suits, shareholder derivative actions, slander and business disparagement, misappropriation and theft of trade secrets, and covenant and non-competition litigation.
Investigations. Carlos has represented corporate and individual clients in internal investigations conducted both independently and in parallel or conjunction with concurrent civil, criminal, and administrative investigations pending before the United States Department of Justice, Securities and Exchange Commission, Department of Commerce's Bureau of Industry and Security, Federal Bureau of Investigations, U.S. Department of Treasury's Office of Foreign Assets Control, Department of Defense, Office of Inspector General, United States Attorney's Office, and other federal regulatory and administrative law enforcement agencies. He has represented and defended clients in matters pending before federal and state agencies and assisted clients in responding to and providing testimony and documents in government criminal and civil probes and in response to information and document requests, including grand jury subpoenas and civil investigative demands. Carlos' investigation and enforcement experience includes multi-jurisdictional/cross-border investigations spanning numerous countries including the United States and abroad in various foreign jurisdictions, countries, and international markets, including Canada, continental Europe, the Middle East, Asia, Africa, among other foreign territories, on a range of subjects, including: antitrust and competition investigations, commercial bribery and kickbacks, including allegations of bribery of foreign officials and foreign corrupt practices under the Foreign Corrupt Practices Act; fraudulent bidding; whistleblower allegations and reprisal claims; self-dealing and off-balance sheet transactions; corporate malfeasance, waste, theft, and abuse; fiduciary misconduct and related claims; financial disclosure and reporting misconduct; options backdating; and transactions with countries subject to US economic sanctions and embargo regulations.
Admissions: Texas State Bar, Fifth Circuit Court of Appeals, and United States District Courts for the Northern District of Texas, Southern District of Texas, Eastern District of Texas and Western District of Texas.
JD, University of Texas School of Law, 2000
BA, summa cum laude, History and English (minor), Sam Houston State University, 1996
While in law school Carlos was a National Moot Court Champion and a member of the Board of Advocates. He was a recipient of the M. Baker Scholarship, Exxon Corporate Achievement Scholarship and the Whitfield J. Collins Presidential Endowed Scholarship in Law. He is admitted to practice in and before the Fifth Circuit Court of Appeals and United States District Courts for the Northern District of Texas, Southern District of Texas, Eastern District of Texas and Western District of Texas.
- Texas State Bar
Representative litigation matters include:
- Representation of major equipment manufacturer in defeat of shareholder derivative litigation seeking to block $1 billion merger
- Representation of client in $1.2 billion equity recapitalization transaction challenged in fraudulent transfer litigation.
- Representation of client in confidential arbitration involving contract dispute in excess of $150 million.
- Representation of major onshore drilling service provider in litigation seeking the recovery of $70 million wrongfully diverted by a former CFO.
- Representation of client in $40 million dollar suit alleging breach of contract, conversion and fraud claims relating to disputed oil and gas interests.
- Representation of equity investors in $35 million suit for fraud, securities violations, misrepresentation, breach of fiduciary duty, and conspiracy.
- Representation of major energy services contractor in $30 million suit alleging commercial bribery, fraud, breach of fiduciary duty, and breach of contract in connection with offshore turnkey decommissioning contract and sale of offshore assets.
- Representation of private equity client in $30 million fraud and professional liability litigation and related government enforcement litigation alleging qui tam liability.
- Representation of Fortune 500 construction firm in $20 million arbitration dispute involving industrial, energy infrastructure services.
- Representation of major waste service company in $10 million suit brought by commercial plaintiff alleging breach of contract, breach of fiduciary duty, tortious interference, negligence and fraud.
- Representation of lender in $8 million loan default litigation.
- Representation of clients in qui tam/false claims act litigation alleging fraudulent underpayment of royalties to the federal government caused by transportation deductions related to subsea movements of oil and gas and other costs related to the building of tension leg platforms in the deep-water Gulf of Mexico.
- Representation of broker dealer and brokers in regulatory matter before state securities commission involving securities fraud claims concerning the suitability of investments, where commission threatened enforcement action, revocation of client's dealer license, and assessment of substantial penalties and fines.
- Representation of client in securities fraud litigation alleging fraudulent inducement of equity transaction involving the sale of a private technology solutions business.
- Representation of oil major in defeat of private antitrust action filed by various plaintiffs against various oil and gas producers, alleging price fixing, price discrimination and monopolization
- Representation of table saw manufacturer in antitrust litigation alleging group boycott of automatic injury mitigation technology by table saw manufacturers.
- Representation of theatre chain in antitrust litigation challenging established film licensing practices.
- Representation of energy companies in misappropriation and theft of trade secret litigation.
- Representation of major insurance carrier in multiple statewide class actions brought by state Attorney General and private parties concerning dispute over underwriting practices, premiums and coverage.
- Representation of client in qui tam/false claims act litigation alleging fraudulent procurement and misuse of federal loan proceeds.
- Representation of lenders in commercial lending disputes.
Representative investigation and enforcement matters include:
- Representation of a publicly-traded, international energy company in a major internal, multi-year global investigation in parallel with pending investigations by U.S. Department of Justice and Securities and Exchange Commission, among other federal agencies, including the United States Attorney's Office and Federal Bureau of Investigation, concerning potential violations of various U.S. laws pertaining to dozens of business transactions spanning multiple years conducted in both US and foreign markets and alleged misconduct by employees in both the US and abroad in pursuing, closing, and financially reporting the disputed transactions. Managed key aspects of investigation to include: (a) developing, implementing, and executing investigation plans and protocols, including data collection and document review, employee interviews, forensic accounting and audit work, and compliance review, (b) fielding, directing, and leading investigation team (30+ attorneys), (c) advising and representing senior management team, and (d) representing client in meetings with DOJ, SEC, USAO, FBI and other government agencies.
- Representation of publicly-traded, international oilfield service contractor in a major internal investigation concerning alleged accounting fraud related to theft and misappropriation of $70 million by former CFO. Managed key aspects of investigation to include: (a) establishing and executing investigation plan, (b) conducting and managing document collection and review, employee interviews, and forensic accounting, compliance, and audit work, (c) deposing former CFO and other responsible parties, and (d) advising and representing client in meetings with DOJ, SEC, and other relevant government agencies, including U. S. Marshall's office.
- Representation of publicly-traded facility solutions and management services company in multi-year internal investigation related to alleged fraud and kickback violations under government contract.
- Representation of publicly-traded, independent energy company concurrently in an internal investigation and related civil litigation pertaining to alleged theft and misappropriation of company trade secrets and other confidential, proprietary information by a competitor.
- Representation of oil-field services company in an internal investigation of alleged theft and misappropriation of company assets and client lists and manipulation of inventory by former employees who defected to a competitor. Subsequently handled civil follow-on litigation initiated on client's behalf to enforce non-compete agreements and recover stolen assets and confidential customer information.
- Representation of publicly-traded, independent energy company in an investigation related to alleged theft of company trade secrets and other confidential, proprietary information by a former employee who left the company to consult for a competitor.
- Representation of independent energy company in connection with alleged theft of company assets and accounting and inventory irregularities.
- Representation of chemical analytics firm in an internal securities fraud investigation involving options backdating and related practices. Advised Board and Senior
- Management on legal issues presented, regulatory compliance, and follow-on litigation risks.
- Representation of publicly-traded international specialty plastics supplier performance plastic compounds and resins in internal investigation of operations, potential accounting irregularities, and dealing with vendors.
- Representation of various clients in internal investigations and follow on litigation related to commercial bribery, qui tam/false claims, whistleblower retaliation and reprisal claims, accounting irregularities, employee self-dealing, and kickbacks.
- SHSU Most Outstanding Young Alumnus Recipient, Sam Houston State University, 2014
- Texas Super Lawyer, Business Litigation, Thomson Reuters, 2014-2020
- Texas Rising Star, litigation, Thomson Reuters, 2004 - 2014
- Houston top Lawyer, business litigation, H Texas Magazine, 2010
- Lawyer on the Fast Track, H Texas Magazine, 2004
- "DOJ declines prosecution under FCPA cooperation policy," Norton Rose Fulbright - Legal update, March 2019
- "Important changes announced to DOJ policy regarding cooperation of business entities and pursuit of individual defendants in criminal and civil investigations," Norton Rose Fulbright - Legal update, February 2019
- Co-author, "Supreme Court Holds Individuals Must Report to the SEC to Qualify as Whistleblowers under Dodd-Frank, Norton Rose Fulbright - Legal update, February 2018
- Co-author, "Compliance Clues In DOJ Antitrust Official's Remarks," Law360, February 29, 2016
- "Far Beyond Double Jeopardy: Global Antitrust Enforcement, Duplicative Punishments, and the Need for Effective Compliance," Bloomberg BNA, Antitrust & Trade Regulation Report, January 2016
- Co-author, "Internal investigation report absolutely privileged," Norton Rose Fulbright - Legal Update, June 2015
- Co-author, "Spotting issues before it's too late: Enforcement surge and record antitrust criminal fines may warrant a compliance reboot," Norton Rose Fulbright - Legal update, March 26, 2015
- Co-author, "Fifth Circuit reverses antitrust judgment against trade association," Norton Rose Fulbright - Legal update, January 28, 2015
- "Trade associations remain under FTC lens," Norton Rose Fulbright - Legal Update, January 2, 2015
- Co-author, "US: Energy," The Antitrust Review of the Americas 2015, September 2014
- Co-author, "US and EU Antitrust Enforcement: Understand The Differences to Avoid Missteps," Corporate Counsel Newsletter (Spring 2014)
- Co-author, "10 things to know about EU antitrust enforcement and regulation in the energy sector," Norton Rose Fulbright Briefing, January 2014
- Co-author with Peggy A. Heeg and Lauren Etlinger, "DOJ Comments on Proposed Quarterly Reporting Requirements for Natural Gas Transactions and Warns of Potential Anticompetitive Effects," Fulbright Briefing, February 5, 2013
- Co-author with Gerard Pecht, Darryl W. Anderson and Lauren Etlinger, "Creditors of Insolvent LLCs Lack Standing to Sue Derivatively in Delaware," Fulbright & Jaworski L.L.P. Briefing, September 2011
- Co-author with Stephen M. McNabb, "Ninth Circuit Rejects CFO's Privilege Assertion Seeking to Block Prosecutors' Use of Statements Obtained by Broadcom's Investigative Counsel," Fulbright & Jaworski L.L.P. Client Briefing, October 2009
- Author, "Joint Ventures," chapter of ABA Energy Antitrust Handbook, 2d ed., 2009
- Co-author with Rod Lambert and Ian Pegram, "UK Competition Regulator Hits Construction Companies with Large Fines over 'Bid-Rigging' Practices," Fulbright & Jaworski L.L.P. Client Briefing, September 2009
- Co-author with Rod Lambert and Ian Pegram, "A Boost for Parent Companies? ECJ Annuls £22m Cartel Fine Due to Restriction of Parent Company's "Rights of Defence," Fulbright & Jaworski L.L.P. Client Briefing, September 2009
- Co-author with Richard C. Smith and Marsha Z. Gerber, "SEC Invokes Control Person Liability Provisions of the Exchange Act to Heighten Potential Exposure for FCPA Violations," Fulbright & Jaworski L.L.P Client Briefing, August 2009
- "Antitrust Modernization Commission Issues Much Anticipated Report on State of U.S. Antitrust Law," The Energy Antitrust News, Summer 2007
- "Wall Street Can Breathe a Little Easier: U.S. Supreme Court Holds Underwriter IPO Conduct Not Subject to Antitrust Lawsuit," Fulbright & Jaworski L.L.P. Client Alert, June 2007
- Co-author with Anne Rodgers, "Antitrust: Trending Away From Litigation?" Fulbright & Jaworski L.L.P. Trends in Energy Litigation, May 2007
- Co-author with Anne Rodgers, "Fifth Circuit Erects 'Loss Causation' Hurdle to Certification of Securities Class Actions Based on Fraud-on-the-Market Theory," Fulbright & Jaworski L.L.P. Briefing, May 2007
- "Is Dagher New Law? - Implications for Joint Venture Counseling," The Energy Antitrust News, Winter 2006
- Co-author with Richard Zembek and Daniel Leventhal, "FTC Finds Rambus Unlawfully Obtained Monopoly Power as Part of Involvement in a Standard-Setting Body and Violation of its IPR Policy," Fulbright & Jaworski L.L.P. Client Alert, August 2006
- Co-author with Joshua D. Lichtman, "The Filed Rate Doctrine as Applied to Alleged Manipulation in the Wholesale Natural Gas Market: A Defense Perspective," The Antitrust Source, September 2005
- Effective Compliance Programs: https://www.nortonrosefulbright.com/en-us/knowledge/video/75f7421c/effective-antitrust-compliance-programs (July 2019)
- Cross-Border Investigations: Policy, Enforcement, and Compliance (Part 1), In-House Focus – CLE panel roundtable discussion of key enforcement trends, priorities, and risks relating to the FCPA, US sanctions, and antitrust, including discussion on DOJ's Corporate Enforcement and "Piling On" policies, the Yates Memo and individual liability, multi-jurisdictional and interagency coordination, and the evolving US sanctions landscape, November 2018 - https://inhousefocus.com/program_catalog/investigations-norton-marathon/
- Energy Sector Antitrust Update – "The Department of Justice (DOJ) Sentencing Memorandum in US v. Kayaba Industry Company and Potential Implications for Antitrust Compliance Programs," January 2016
- Antitrust Enforcement Update - KPMG Risk Series Share Forum, January 2016
- "Antitrust Compliance – Spotting Issues Before It's too Late…," Texas State Bar Corporate Counsel June 2015 Annual Meeting - https://www.youtube.com/embed/Xuuqs6r4P18
- Energy Sector Antitrust Update – A Review of Tenth Circuit Decision In re Urethane Antitrust Litig., affirming $1 billion dollar class action jury verdict in alleged horizontal price-fixing conspiracy involving specialty chemical manufacturers, December 16, 2014
- Energy Sector Antitrust Update - Michigan Attorney General Criminal Bid Rigging Case and Brent Crude Oil Market Manipulation Follow on Litigation, September 16, 2014
- "Antitrust for HR Professionals," June 2014
- "Antitrust Issues with Analyst Presentations," April 2014
- "Antitrust – Competitor Collaborations," December 2013
- "Antitrust – Joint Ventures," December 2013
- "Antitrust Considerations When Dealing With Industry Competitors," Annual Compliance and Ethics Summit, November 2013
- "How to Best Use Cutting Edge Technology to Reduce Discovery Costs Without Getting Into Trouble," Fulbright & Jaworski L.L.P. seminar, December 15, 2011
- "A Review of US. v. Stevens and Takeaways for In-House and Outside Counsel," Fulbright & Jaworski L.L.P. seminar, October 27, 2011
- American Bar Association
- Houston Bar Association
- Houston Young Lawyers Association
- Children's Museum of Houston, Advisory Board (former)
Publication | April 9, 2020
Publication | March 2019
Video | June 2019