Richard B. Mayor 

Richard B. Mayor is a prominent Houston based corporate, business and securities lawyer, a successful entrepreneur, and a supporter of nonpartisan educational institutions that foster intellectual diversity and meritocracy. The Buckley Institute at Yale university established the Richard Mayor Leadership Fund in his honor in 2024. [ref 1]

When Mayor began his law practice in 1960 the cornerstones of Houston’s economy were the oil and Gas industry and a vibrant Port. Houston was in the early stages of a dynamic expansion and transition to a major metropolis with prominence in medicine and healthcare, education institutions, professional and business services, aerospace, sports arenas, and a global trade and business center. A feature of Mayor’s legal career was counselling many of the entrepreneurs that played notable roles in that expansion and transition.

The expansion and transition had a dramatic effect on the major Houston law firms. The symbiotic relationship between major law firms and the business community they serve may be graphically demonstrated by reference to Houston’s downtown business district in 1960. The skyline was dominated by two skyscrapers: the 37 story Gulf Building, a blend of Gothic Renaissance and Art Deco styles, built in 1929; and the 32 story Italian Renaissance style Neils Esperson tower and its adjoining 19 story Art Deco style Mellie Esperson tower built in 1929. The business law practice was dominated by five Houston firms. The three largest – Vinson Elkins, Baker Botts and Fulbright Jaworski – had 80 to 100 attorneys each and rivalled the size of the large Wall Street firms, Sherman & Sterling being the largest at about 125 attorneys. Andrews Kurth had about 65 attorneys and the youngest Butler Binion had about 45. Vinson Elkins and Baker Botts had offices in the Esperson Buildings; Andrews Kurth and Butler Binion had offices in the Gulf Building; and Fulbright Jaworski officed in the Bank of the Southwest building across the street from the Esperson Buildings. This small geographic area housed the largest law firms in the nation outside of New York City, and Houston’s downtown business district was the venue for the negotiation of many of the major transactions that shaped its economic growth.

Just as Houston’s businesses became more global so did the law firms that served them. At the end of 2025, Vinson & Elkins had about 250 attorneys in Houston and over 700 worldwide; Baker Botts had about 175 attorneys in Houston and over 700 worldwide; Fulbright Jaworski was part of Norton Rose Fulbright with over 200 attorneys in Houston and over 3,000 worldwide; and Andrews Kurth was part of Hunton Andrews Kurth with over 150 lawyers in Houston and over 900 worldwide. Butler Binion had disbanded in 1999. In the 1960’s and 1970’s Houston was unfertile territory for the expansion of law firms headquartered outside Houston. At the end of 2025, a plethora of global law firms had established thriving offices in Houston. [ref 2]

               Mayor’s Legal Career Highlights: Building a major Houston Law Firm,  
               Advising Notable Entrepreneurs, and Managing major Transactions

Mayor began his legal practice in 1959 with Butler, Binion, Rice and Cook, the smallest of the five dominant Houston firms, and he rose rapidly to be head of its corporate practice and a member of its management committee. He resigned in 1982 to establish a new law firm, Mayor, Day & Caldwell (later named Mayor, Day, Caldwell & Keeton) that was composed of 21 attorneys departing Butler Binion, which was then a 140-member firm and the fourth largest in Houston. The goal of the entrepreneurial founders was to build another major Houston law firm of exceptionally high quality. It was the first split of a major Houston law firm and was reported in the press as gentlemanly but “the biggest defection in Houston legal history” and that it “fueled serious speculation about the future of Houston’s legal giants.”[Refs 3, 4]

With its law school recruitment program quickly put in place and a large client base, Mayor, Day’s goal was to grow into a large general practice firm as rapidly as possible while maintaining the highest quality. [Ref 5] From its founding, Mayor Day was recognized as a peer to Houston’s largest firms. [Refs 6, 7] The firm expanded quickly, tripling its size in six years [Ref 8], and by 2000 it had about 125 attorneys and an office in Austin, Texas. In 2001 after Mayor had become of counsel to his firm, it was combined in a merger of equals with Andrews & Kurth to form one of Houston’s largest. [Refs 9 and 10]

Mayor was a leading corporate securities lawyer in Houston from the 1960s when that specialty was in its infancy until his retirement in 2000. He specialized in mergers and acquisitions, contested takeovers, counseling boards on corporate governance matters, and representing companies from start-up to their initial public offering (IPO) and thereafter as companies with publicly traded shares. He served as a counselor to the chief executive officer of many companies with publicly traded shares in a broad variety of businesses, including oil & gas exploration and development, metallics recycling, physician practice management, home health care, financial and investment services, real estate development, retail sporting goods, retail groceries, and industrial safety equipment.

A notable entrepreneur that Mayor served early in his career was Lloyd Bentsen. In the mid 1960s Bentsen retained Mayor to serve as legal counsel to Lincoln Consolidated, a publicly owned company established by the Bentsen family and led by Lloyd Bentsen as its President and CEO to pursue acquisitions in the field of finance. Mayor worked with Lloyd Bentsen and Kirby Attwell, the chief operating officer, in establishing Lincoln Liberty Life Insurance Company of Nebraska as a wholly owned subsidiary, and in acquiring Benjamin Franklin Savings Association of Houston, and Funds Inc., the leading mutual fund advisory company in Texas, which was headquartered in Houston. After Bentsen was elected to the United States Senate in 1970 Mayor worked with Attwell, the successor CEO, in selling Lincoln Consolidated’s assets to Illinois Central Industries in a tax-free merger. [ref 11] Funds Inc. was spun off to Lincoln Consolidated’s stockholders before the merger. Kirby Attwell continued his entrepreneurial activities with Houston based companies that he led as CEO – Supply Corporation, American Packing and Gasket and Travis Enterprises. [ref 12] Mayor served as his legal adviser when called upon.

Lloyd Bentsen joined the Senate in 1971 with a pro-business reputation, an appreciation of the role of entrepreneurship in creating prosperity, and the financial expertise that helped propel his rise to Chairman of the Senate Finance Committee, Secretary of the Treasury and one of the most influential and effective statesmen of his time. That reputation was also key to Bentsen’s election to the Senate. In the Texas Democrat primary for the Senate in 1970 he upset the liberal icon and incumbent Senator Ralph Yarborough, who had no business experience whatsoever at a time when Texas voters were seeking more conservative leadership. In the following Texas general election for the Senate, Bentsen’s business experience put him on a parity with George H.W. Bush, who was a highly regarded Texas oil and gas entrepreneur and the founder and CEO of a public corporation named Zapata Petroleum. The 1970 U.S. Senate election in Texas – a duel between two highly successful business entrepreneurs - was a pivotal event in the political history of both Texas and the United States. It demarked Texas as a politically Conservative State, and it redirected Bush’s career away from elective politics to executive appointments that culminated in his election to the Presidency. [Ref 13]

Mayor served on the Board of Directors of Funds Inc and as its legal counsel both before and after its spin-off. The mission of the Board after the spin-off was to find a responsible buyer for the company that would maximize value for its stockholders (the former stockholders of Lincoln Consolidated). That buyer turned out to be Charles Miller, who had garnered a remarkable record of success managing the fixed income portfolios of Funds Inc. Miller organized a private investor group to acquire Funds Inc, changed its name to Criterion Group, and built it into a Houston based national investment management company, managing both mutual funds and private accounts. Mayor was Miller’s legal adviser and Mayor Day was Criterion’s outside legal counsel during its growth, the public offering of its shares in 1986, and its sale to Transamerica in 1991. At the time of its sale, Criterion was one of the nation’s largest private account management companies with about $10 billion in assets under management -$2.1 billion in mutual funds and $7.9 billion in separate accounts. Charles Miller was a notable Houston business leader, and it was Mayor’s honor to be by his side throughout his entrepreneurial journey. [ref 14]

When Mayor and his colleagues announced their intention to leave Butler Binion to form a new law firm, Mayor received a call that Walter Mischer, Chairman of the Board of Allied Bancshares, would like to meet with him. Allied Bank was a major client of Butler Binion and the owner of the new building into which Butler Binion was planning to move as a major tenant. Was this an attempt to persuade the departing partners to stay? No, it was an interest in establishing a banking relationship. The meeting was brief. Mischer commented on the outstanding reputations of the departing lawyers and the positive reception he thought they would receive from the business community. He said his bank “would like to buy a ticket” on the venture and asked “how much will you need?” Mayor and his co-founder Dillon Ferguson replied “One Million,” and the deal was done on a handshake. With a start-up law firm of 21 attorneys and no receivables or unbilled time on its books, substantial capital was required. A loan commitment from a smaller bank had been received, but financial backing on better terms from a major bank, extended by a renowned Houston businessman, had value to the new firm beyond the dollars, including bolstering the confidence of the business community that a new high quality law firm had been established and was here to stay. In the following years Mayor had the honor of being a legal adviser to Mischer in some of his activities as an investor or in his roles as a director, and Mayor Day provided legal services to the Mischer Corporation. Mischer Sr. was one of the most notable entrepreneurs in Houston’s history [ref 15], and his son Walter Mischer, President of Mischer Investments, became a notable entrepreneur in his own right. [ref 16].

In 1976 Mayor was the lead lawyer for Southland Royalty Company, working with its President Jon Brumley in its successful acquisition by cash tender offer of Aztec Oil & Gas Company in competition with offers by Mesa Petroleum, led by T. Boone Pickens, and Houston Natural Gas [Ref 17] This was Brumley’s first involvement in a contested takeover, and besting the most notable and aggressive takeover operator of those times likely whetted his appetite for entrepreneurial ventures. He went on to have an exceptional career as a visionary entrepreneur. [Ref 18] The assets acquired from Aztec included significant gas properties in the San Juan Basin. In November 1980 Southland Royalty established the San Juan Basin Royalty Trust by a Trust Indenture with the Fort Worth National Bank, which trades on the NYSE exchange under the symbol SJT. This was Brumley’s second entrepreneurial success. It was among the first royalty trusts established in the United States and a pioneering concept at that time. It was “a significant development in the US investment landscape, as it created a new way for investors to gain exposure to the energy market.”(Ref 19) Mayor was the lead lawyer in charge of securities law and tax compliance in the creation of the San Juan Basin Royalty Trust.

In 1979 and 1980 Mayor and his litigation partner Richard Caldwell represented Shell Oil Company in its successful takeover of Belridge Oil Company, which was contested by Texaco and Mobil. It was reported to be the “largest corporate acquisition in U.S. history at the time.” [Refs 20, 21, 22]

Mayor Day participated in many of the corporate takeover contests that were centered in Houston. One of those contests involved American General Corporation (AG), which was established in Houston in 1926 and under the leadership of an iconic entrepreneur, Gus Wortham, grew into the largest financial organization in Texas. [Ref 23] Mayor Day was Torchmark’s Texas trial counsel in its proxy contest with AG in 1990 when Torchmark sought to elect a slate of directors to AG’s Board. AG contended that Torchmark had violated AG’s advance notice bylaw and obtained an injunction in federal district court prohibiting voting on Torchmark’s slate of directors. [Ref 24] Torchmark countered in an emergency appeal to the 5th Circuit that it was AG that had violated its own bylaw with a deceptive public notice and that in any event the advance notice by law was unlawful under the Texas Business Corporation Act. The 5th circuit permitted the solicitation of proxies to go forward. The Torchmark slate was defeated. However, Harold Hook, the CEO of AG, announced that AG was up for sale. [Ref 25].

Mayor Day was a member of Coastal Corporation’s legal trial team in its attempt to take over Houston Natural Gas (HNG) in 1984 by a cash tender offer that was resisted by HNG and challenged in a federal district court in Houston. The bid failed but HNG bought Coastal’s 5% stock ownership in HNG at a significant profit for Coastal. [Ref 26] Coastal was founded in 1955 by Oscar Wyatt, who was born into poverty in Beaumont, Texas, and grew Coastal into a major energy company and a Fortune 500 company. Much of that growth came through takeovers, often hostile. Wyatt was a notable figure in the development of Houston. [Ref 27] Coastal was an historically important Houston Company, and its history can be found at the Texas State Historical Association website. [ref 28]

Mayor was often retained by boards of directors or committees of boards for advice on corporate governance matters in conflict-of-interest situations. In July of 1985, when Continental Airlines was under Chapter 11 bankruptcy protection, Texas Air corporation (Texas Air), which owned 72% of Continental’s stock, proposed to take Continental private. Continental would be merged with a newly organized, wholly owned subsidiary of Texas Air, and Continental’s minority stockholders would be cashed out at a specific price per share. A Special Committee of independent directors of Continental Airlines was appointed to assure the fairness of the price to Continental’s minority stockholders. The Special Committee retained Mayor as its independent legal counsel and two financial firms for fairness opinions. Working with the Committee’s highly capable members and its Chairman, Robert Sakowitz, Mayor helped guide the Committee through a complex and litigated transaction that required one and a half years to complete due to the intervening acquisitions by Continental of Peoples airline, New York Air, and Eastern Airlines, each of which necessitated reevaluation and renegotiation of the buyout price. Throughout this going private transaction Frank Lorenzo, a notable entrepreneur in the airline industry, was the Chairman of the Board of Directors of both Texas Air and Continental. He was respectful of the Committee, its independence, and the importance of its assignment.

Robert Sakowitz is a notable Houston entrepreneur. As President and Chief Executive Officer of Sakowitz, Inc., which was founded by the entrepreneurial Sakowitz family, he helped transform it into an internationally recognized fashion specialty retailer, and he was a forerunner in initiating in-store marketing concepts. He has been the recipient of many local, national and international awards, and he established Hazak Corporation of Houston, a corporate consulting firm on marketing and business strategies. [Ref 29] As Chairman of the Continental Special Committee, he displayed both his negotiating skills and his considerable people skills.

After the going private transaction, Continental Airlines again fell into Chapter 11 bankruptcy reorganization in December 1990. Lorenzo remained a director, and Robert Ferguson was the new CEO. Continental’s new management team devised a Plan of Reorganization for emergence from bankruptcy, which would require substantial additional capital to implement. Management had been unsuccessful in attracting either of its alliance partners, Canadian Air and Swiss Airlines, or any other investor to participate in its Plan and was at risk of losing its exclusive right to propose a plan of reorganization and ceding Continental’s future to the creditors committee. This was the setting when Continental’s senior management called Mayor in the early summer of 1992 to ask whether his client Charles Hurwitz (“Hurwitz”) might be interested in leading an investment group to acquire Continental. [Ref 30] After meetings with Continental’s management team Hurwitz employed Maxxam corporation, his Houston based conglomerate, to develop an acquisition bid, and he hired Lufkin & Jenrette and Kidder Peabody to act as investment advisers.

Mayor led Maxxam’s legal team in putting in place a preliminary acquisition agreement approved by the Delaware bankruptcy court that provided for a $350 million cash investment for a majority interest in Continental and a $5 million breakup fee. [Ref 31] The breakup fee is commonly used in bankruptcy reorganizations as an incentive payment to an initial bidder as compensation for its time and expense in evaluating a transaction should a higher bidder prevail. If the initial bidder has a reputation as an astute acquirer, his bid will likely encourage a bidding contest. Such was the case here, and the bidding contest that ensued is accurately set forth in a Los Angeles Times article. [Ref. 32] On November 10, 1992 it was announced that the winning bidder was a group that included Air Canada and was led by David Bonderman, a Ft Worth Texas entrepreneur. It was Bonderman’s first major takeover and he went on to garner an outstanding reputation as an entrepreneur. [ref 33] Maxxam earned its breakup fee, and it is doubtful that Continental would have fared as well if its management had not invited Hurwitz to consider the opportunity.

Mayor Day served as counsel to Continental after its emergence from bankruptcy including in the public sale of 8,330,441 shares of its common stock at $20 per share in December 1993. Mayor’s association with Continental ended when Ferguson was replaced as the CEO in late 1994 by the Bonderman group.

Charles Hurwitz was raised in Kilgore, Texas where his father owned a local clothing store and the town’s first shopping center. With a college degree in marketing, military service, and a brief experience as a stockbroker, he launched one of the first publicly traded hedge funds, The Hedge Fund of America. His journey as an entrepreneur had begun. Mayor’s professional path crossed with Hurwitz’s entrepreneurial path multiple times. One of those occurred in 1983 when Maxxam acquired and injected new capital into United Savings and Loan (“United”), the largest S&L in Texas at that time. Prolonged government induced inflation had eroded the assets of the entire S&L industry, and virtually all Texas S&Ls were insolvent. The Government’s response was to allow the industry to “earn its way out” by easing interest rate restrictions on deposits, expanding lending authority beyond home mortgages, and raising the limit on deposit insurance. This new regulatory environment was intended to promote entrepreneurialism, and it caught the attention of many Texas entrepreneurs. Maxxam’s acquisition of United was encouraged and approved by the FSLIC, and Mayor Day served as United’s outside legal counsel, working with its inside counsel, Arthur Berner, in implementing most of the transactions under its new business plan. However, with the collapse of the price of oil and real estate values, the Government’s “earn your way-out plan” became unworkable, and by 1989, the FDIC declared virtually all Texas S&Ls insolvent, including United.

The FDIC sued Hurwitz and two of his companies alleging they were responsible for the losses at United. That suit was ultimately dismissed, and Hurwitz and his two companies sought recovery of their defense costs. A 135-page Opinion on Sanctions, by Lynn Hughes, the United States District Judge in the Southern District of Texas, states in the Introduction: “They will recover their costs because the record reveals corrupt individuals within a corrupt agency with corrupt influences on it, bringing this litigation.” The Court’s central finding was that the FDIC had conspired with the green lobby and politicians to create a liability that could be swapped for the Headwater Forest of ancient redwoods owned by Pacific Lumber, an affiliate of Maxxam – a so called “debt for nature swap.” The Court found that this “swap was the only reason” for the suit and that “the FDIC knew that it had no factual or legal basis for its claims, and that its cases. . . were shams.” The Court decided that the FDIC would pay Maxxam $72,255,147 in sanctions, or if the court of appeals allows only recovery of costs, $15,334,905. [Ref 34]

The Court was outraged by the government’s treatment of Hurwitz:

“Hurwitz faced a Goliath-like adversary: his Government . . . By now, Hurwitz has spent nearly twenty years defending himself against the Government. This court cannot restore completely the damage that this case has done him personally. It can, however, make the government pay for its betrayal of the public trust, its vindictive political assault on a private citizen, and part of the economic loss that it has caused him.”

The debt for nature swap deserves prominence in the annals of American history as one of the great abuses of an individual’s rights by unchecked, corrupted and politicized government agencies. Hurwitz deserves historical credit as the notable entrepreneur that brought those agencies to account through his principled courage. [ref 35]

Mayor’s practice featured the representation of iconic Houston based entrepreneurs that grew their businesses from modest beginnings to companies national in scope. One of those was the Oshman family. Mayor served as the legal counsellor to Oshman’s Sporting Goods and its management team beginning with its initial public offering (IPO) in 1970, when it had 11 stores, and continuing through its growth into a major national sporting goods chain and its sale in 2001 to Gart Sports Company. [Ref 36] Oshman’s business journey included the purchase of the Abercrombie & Fitch (A&F) tradename from A&F’s bankruptcy estate and the establishment under that tradename of higher end sporting and casual wear stores that Oshman’s eventually sold to the Limited in 1988. Oshman’s was a pioneer in the shaping of the retail sporting goods industry with its adoption of the Super Sports USA concept in 1990, which included interactive features such as mini basketball courts, batting cages, and golf simulators that allowed customers to test products before purchase. The business of Oshman’s was founded in 1939 by Jake S. Oshman, a Latvian immigrant, and after his death in 1965, his son-in-law Alvin Lubetkin became the CEO and initiated its rapid expansion. Throughout its history the Oshman family led the company: Alvin as the CEO and other family members as directors. Marilyn Oshman, the founder’s daughter, became Chairman of the Board in 1993. The talents of Alvin and Marilyn were symbiotic in the success of Oshman’s - his overall business acumen, leadership and foresight and her marketing vision, such as her Women in Sports initiatives. Marilyn was also a courageous leader, and during the darkest days of Oshman’s journey she famously vowed to wear camouflage clothing until the company turned a profit. There is a wealth of historical information about Oshman’s on Grokipedia, and Oshman’s was an historically important company. [Ref 37]. Marilyn was also a visionary leader in the Houston Art Community, and it was Mayor’s honor to have assisted her, pro bono, in acquiring the Orange Show and forming a non-profit foundation for its preservation. The Oshman family became leading patrons of Houston nonprofit foundations.

Mayor was legal counsel to Proler International Corporation, a pioneer in the scrap metal business, beginning with its IPO in 1965. He served in that capacity and as a member of the Board of Directors continuously until the sale of the company in 1996 to Schnitzer Steel.[38] He was a close adviser to the CEO throughout this period. Isadore (Izzie) Proler was the CEO until his death in 1985, and Herman Proler was the successor CEO until the company was sold. The company was founded by the four Proler brothers (Sam, Izzie, Herman and Jackie) who worked in their father’s Houston scrap yard as teenagers [Ref39]and built an enterprise that revolutionized the metallics recycling business with a patented process for shredding whole automobiles, separating the non-metal materials from the metals, the ferrous metals from the non-ferrous, and producing fist sized nuggets of 99% pure steel. This was accomplished in one continuous automated process at the rate of about two automobiles per minute. Herman and Sam were named as co- inventors, and neither had a college degree. The product became known as “Prolerized steel” and is used as a premium raw material in the production of iron and steel. The shredder became known as a “Prolerizer” and was inducted into the Smithsonian National Museum of American History in 2024 as a watershed industrial invention with a photo of an early Prolerizer. [ref 40] The Company had operations throughout the United States and internationally, and its stock was listed on the New York Stock Exchange. Independent directors that served on Proler’s board over the years included Ben Love (President of Texas Commerce Bank), Robert Herring (President of Houston Natural Gas), Ben Bailor (Dean of Rice University’s Jones Business school), and John Duncan (Gulf & Western’s first president and co-founder).

Mayor was a close adviser to Erving Wolf, a notable oil and gas pioneer. Wolf was raised in Cheyenne, Wyoming where his father, a Jewish immigrant from Russia, was the tailor on an Air Force base. Wolf served as an officer in the Navy during World War II, received bachelor’s degrees from Northwestern University and Notre Dame, and a law degree from Northwestern University. He practiced law in Cheyenne but was soon drawn to the oil and gas industry. He discovered Wyoming’s Hilight Oil Field (200 million barrels) and the Madden Gas Field (four trillion cubic feet and one of the largest gas reserves in the United States at the time) as well as the Key Lake Uranium Mine in Saskatchewan Canada, which at one time produced 15% of the world’s uranium. [ref41] These were the core assets of Inexco Oil & Gas Company, a public company founded by Wolf and headquartered in Houston. Inexco was a major client of Mayor Day until it was sold to Louisiana Land and Exploration Company in 1987 for $120 million. [Ref 42]

Another company founded by an entrepreneurial Houston family was Rice Food Markets. In 1968 the family decided to take their business public, and Mayor was retained as the legal counsel to handle the offering of the company’s shares. He also served on the company’s board of directors. At that time Rice Food Markets and Weingarten were among the largest grocery chains in the Houston area. Mayor recalls that each owned between 30 and 40 stores. It was not long, however, before the large national chains, including Safeway, entered the Houston market, and a period of intense competition and razor thin margins ensued. In 1975 the company’s Board decided to reduce regulatory burdens and gain operational flexibility by returning the company to private ownership, and Mayor worked with the company’s CEO, Alfred Friedlander, to implement a self-tender for the publicly owned shares. All the shares were tendered except those held by the largest outside stockholder, Alfred Glassell, an iconic Houston entrepreneur. [ref 43] Eventually those shares were purchased in a private transaction, and the company was again wholly owned by the founding family members.

Leonard Bruce was another notable Houston entrepreneur whose path crossed with Mayor’s. Growing up in Chicago during the Depression with his father out of work, he moved to Houston at age 27 with his wife Valerie, to establish a business supplying industrial safety equipment. In 1960 the business was incorporated under the name Vallen – an amalgam of Valerie and Leonard’s names – and it grew into a leader and innovator in the distribution of safety and industrial products, manufacturer of many of those products, and provider of training, consulting, and inspection services for occupational health. Mayor became legal counsel to Vallen when Bruce took it public in 1979 and was a close adviser to him and Vallen’s management team throughout Vallen’s growth and until its sale in 1999 to a subsidiary of Hagemeyer N.V. There is a comprehensive description at Encylopedia.com of Vallen Corporation and Bruce’s early life and his journey as a remarkable entrepreneur. [Ref 44]

One of Mayor’s most memorable entrepreneur-clients was Fred Kerwin Fox. Orphaned at age 13, Fox joined the U.S. Marine corps at age 17, and served in World War II as a PFC. His platoon was the first to land on the shores of Peleliu Island in the Pacific in a battle later known as the Tragic Triumph, one of the most brutal and costly of the entire war. Wounded in hand-to-hand combat by Japanese bayonets, Fox was removed from the battlefield and underwent two years of hospitalization and medical treatment. [Ref 45] After obtaining degrees in petroleum engineering from the University of Texas, he went on to invent and patent a method for spirally grooving drill collars and casings to prevent wall sticking in the drill hole. He established a corporation named Engineering Enterprises to commercialize his invention and to market spiral grooved equipment worldwide. In the mid 1960s, when Fox decided to sell the business to The Rucker Company, a publicly traded company on the NYSE, his attorney Bill Skipwith, a solo practitioner, referred him to Mayor to handle the transaction, and Fox retained Fayez Sarofim, a leading Houston investment adviser, for financial advice. [ref 46] A tax-free merger was negotiated and successfully consummated. Fox’s technological contributions to the field of petroleum engineering “continue to influence industry operations today.” [ref 47]

After selling Engineering Enterprises, Fox dedicated much of his time to improving the lives of the Micronesian people. Peleliu and the other Micronesian Islands became a United States Trust Territory after the War, and Fox returned to Peleliu and visited the other islands many times to observe conditions there. Disgusted by his findings, he considered improving the conditions of the Micronesian people “the project of his life.” He developed good relationships with Saipan business leaders, members of the Micronesian Congress and the American High Commissioner of the Trust Territory. He also had important contacts with the Lyndon Johnson administration. His friend Jack Valenti was on LBJ’s white house staff. Herman and George Brown, who were investors in Engineering Enterprises, were major backers of LBJ. Fox’s vision was to establish an economic development company that would be publicly owned 50% by the Micronesian people and 50% by American stockholders. The American contribution would be cash, raised through a public offering, and the Micronesian government would contribute the land needed for the development projects. The initiative was informally blessed by the Lyndon Johnson White House, and the Browns provided the seed money to develop the business plan. A foursome of Fox, Mayor, an economics professor from Texas A&M, and a director of Goodbody & Company traveled to Saipan as guests of the High Commissioner and presented the plan to the Micronesian Congress when it was in full session. It was favorably received, and the foursome returned to the U.S. believing they had made significant progress. However, shortly thereafter LBJ announced he would not seek another term, and the momentum quickly evaporated due to objections to the plan by the State and Defense Departments.

Fox continued his efforts to improve the lives of the Micronesian people. As stated in his biography at the Cockrell School of Engineering at the University of Texas: “Fox dedicated much of his time to strengthening U.S. relations with Micronesia and the islands for which he and his fellow Marines fought. Writings and recordings of Fox’s work to make Micronesia the 51st State are preserved at the Peleliu exhibit in the Nimitz Museum in Fredericksburg, Texas.” The only reference that Mayor could find in the public records to the effort to establish a Micronesian development corporation is in Fox’s obituary where it is described as “an overseas Private Investment Corporation mission” that was never completed. [ref 48]

Mayor considered Fred Fox to be one of the greatest of the “Greatest Generation”, and his life story should be preserved in the annals of history.

The Reed Roller Bit Company was another iconic Houston based company that Mayor’s career path encountered. Founded in a garage in Houston, it developed the first disc-type drill bit in 1916 and grew to become a major manufacturer of oil well equipment with its shares listed on the NYSE. [Ref 49] In March 1966 in a transaction financed by the Bank of America (B of A) a controlling block of its stock (38%) was acquired by G.W. Murphy, a wealthy Hawaiian car dealer, from John Mecom, a Houston oil man. [Ref 50] Murphy changed the corporate name to G.W. Murphy Industries (“Murphy Industries”) and engaged in a series of transactions with the company that were challenged in stockholder suits as unlawful self-dealing. [ref 51] When Murphy defaulted on his B of A loan, which was secured only by a pledge of his controlling block of stock, B of A faced potential liabilities from conflicting obligations. As pledgee it owed a duty to Murphy to obtain fair value in a foreclosure. Once it foreclosed it would have a duty not to transfer control in a transaction that might reasonably be expected to result in harm to the corporation. The pending stockholder suits also presented potential conflicts between the interests of Murphy, the corporation, and the public stockholders. As stated in an AI google search “Foreclosing on pledged stock controlling a public company involves lenders exercising rights under UCC Article 9 to seize and sell the shares after default, often via public exchange sale (if listed) for speed, but control rights (like voting) require careful handling, potentially needing borrower consent or board action, leading to complex legal battles, with outcomes depending heavily on the pledge agreement and state law, aiming for a ‘commercially reasonable sale’ to gain control or cash . .” Heightening the risk for B of A, Murphy’s pledge agreement was a two-page standard printed form that lacked provisions specifically designed to protect the lender from liability or to afford it maximum flexibility in foreclosing on a control block of stock in a public corporation.

Mayor was retained by B of A to guide it through this complex situation. Working with his associate attorney Charles Foster, as well as Francis Herwood, Senior Vice President of B of A, and Richard Manderbach, Vice President of B of A, Mayor recommended a speedy private transfer of the pledged shares into B of A’s name to preempt any attempt to enjoin a foreclosure and to assure that B of A would have access to Murphy Industries’ management and oversight of its operations until a buyer was found. The transfer was accomplished, and Mayor represented B of A at key business meetings with the management of Murphy Industries and advised B of A during its search for a qualified and responsible buyer. That buyer turned out to be Stanley Hiller, who after his sale of Hiller Helicopters, was launching a second career as a company turnaround specialist. [ref 52] Murphy Industries was his first turnaround venture. Mayor participated in B of A’s negotiations with Hiller until a price was agreed upon that was also acceptable to Murphy. The final step of the transaction was to obtain Murphy’s written consent and his release and indemnification of B of A for any liability. To accomplish that, it was necessary for Foster to fly by private air to a remote area in a California desert to have Murphy’s lawyer (a riparian rights specialist) approve the documentation.

The transfer of control was completed in 1971. The name of Murphy Industries was changed back to “Reed Tool Company,” and Hiller successfully revitalized its business. In 1975 Hiller sold the company to Baker International, and in 1987 Baker International merged with Hughes Tool Company to form Baker Hughes, one of the largest oilfield service companies in the world. B of A deserves credit in the annals of history for the critical role it played in the successful turnaround of Reed Roller Bit.

Charles Foster left Butler Binion in 1973 to establish a practice in immigration law and rose to become one of the nation’s leading specialists in that field. He grew his practice into a leading global firm, Global Foster, specializing in immigration and work visa services for employers, investors, individuals and families. Foster is a successful lawyer/business entrepreneur who has played an important role in Houston’s transition to a global business center. [ref 53]

The first client of Mayor’s career (only a week after he joined Butler, Binion) was John (Jack) Sheesley, an entrepreneur who had invented and patented an actuator that was widely used in oil and gas pipelines and manufactured and marketed by his wholly owned company Bettis Corporation. Mayor was Sheesley’s legal adviser and close confidant during the growth of Bettis and Sheesley’s other entrepreneurial enterprises (real estate and agriculture). Upon Sheesley’s untimely death in 1975 Mayor became Chairman of the Board of Bettis and co-trustee of the Sheesley estate, and in those capacities, he oversaw the management of the business of Bettis for over a year until it was ready for an optimal sale. He then handled the sale process and negotiations without incurring the cost of an investment banker. Bettis was sold to Galveston-Houston in December 1976. Mayor continued to serve as co-trustee of the Sheesley Estate until he became of counsel to Mayor Day in 2000. He had fulfilled the commitment he made when Jack named him in his Will as Co-trustee of his estate and gave him instructions on how to manage Bettis in the event of his death. Today “Bettis” is a leading brand of Emerson Electric corporation, whose “actuators and controls are used in almost every energy-related industry, including oil and gas transmission, petrochemical and petroleum refining.” [Ref 54]

In the 1960s there was no State of Texas public utility regulator of telephone rates. Local exchange rates were regulated by cities under their authority to grant franchises for the use of its streets and easements; interstate long-distance rates were regulated by federal agencies; and intrastate long-distance rates were unregulated. As a young associate at Butler, Binion, Rice and Cook, Mayor was given the assignment of representing one of the firm’s major clients, Gulf States Telephone company, in its rate proceedings before city councils. Gulf States had been founded by John Merrick, a notable East Texas entrepreneur, who had grown the company to be the largest independent telephone company in Texas.

The Texas district courts had exclusive jurisdiction to provide rate relief. The telephone company’s remedy was to demonstrate the unconstitutionality of the City’s rates, obtain a permanent injunction enjoining their enforcement, and put into effect a new rate schedule shown at trial to produce a reasonable return. However, in Texas, the Cities had a statutory right (considered sacred by the cities) to supersede judgements without putting up a bond, thereby denying the telephone company the ability to avoid continuing confiscation during the appeal. After Mayor obtained a permanent injunction for Gulf States against the City of Athens and the City appealed without a bond, he brought a new and original proceeding in the appellate court that established that the appellate courts had the power to protect their own jurisdiction by enjoining the City’s rate ordinances during the appeal.[ref 55] The Texas Supreme Court allowed the appellate Court’s decision to stand when it denied the City’s request for a petition of mandamus after en banc hearings with each party. Texas was the last state to regulate telephone rates when the Public Utility Commission of Texas was enacted in 1975.

Not all talented entrepreneurs get the recognition they deserve in the annals of history. One of those is James Sadler, a pioneer in the establishment of self-service gasoline stations. Self-service gasoline began in the early 1960s with remote controlled pumps that allowed inside attendants to activate them. Despite their popularity, they threatened the profits of incumbent full-service stations, and lobbying of state fire marshals resulted in regulation or outright bans of self-service dispensing. In 1968 only 27 states allowed it. Slowly, however, those laws began to be repealed, and by 1977 every state except New Jersey and Oregon had removed their bans. Some economists have characterized the history of self-service laws as a “story of cronyism and rent seeking vs. entrepreneurship and innovation.”[56]

It was in this regulatory environment that Sadler, as a marketing executive at Tenneco, developed a plan to introduce a self-service model at Tenneco stations. After the plan was rejected by Tenneco’s management, he departed in the mid 1970s and secured venture capital funding to start a chain of self-service gasoline stations under the banner of Autotronic Systems Inc. The sponsoring venture capitalist was Richard Kramlich, a former junior partner of the legendary Arthur Rock [ref 57], and Sadler retained Mayor as his legal counsel. Progress was slowed by the regulatory hurdles, but Sadler succeeded in establishing a multi-state chain of self-service stations extending from Houston to Los Angeles, which he sold to Diamond Shamrock, one of the major gasoline retailers in the 1980s.

Mayor’s legal practice was enriched by his mentors at Butler, Binion, Rice & Cook – Jack Binion, Cecil Cook, George Rice, and Percy Williams – and his colleagues at Mayor, Day, Caldwell & Keeton.

                                              Co-Founding Two Significant Enterprises

In 1982 Mayor joined the board of directors of H.M.S.S. Inc. (Home Medical Support Services, inc.) at its founding in Houston Texas. Its business plan was to provide in-home intravenous administration of medications, nutrients, and fluids as a cost-effective alternative to hospital stays. Mayor invested in the company and served as an adviser to its CEO Dale Ross. The enterprise grew rapidly into one of the nation’s leading companies in the field of home infusion therapy. On September 30, 1987 H.M.S.S had an IPO at $17 per share, and in September 1989 the company was sold to Secomerica, Inc. a subsidiary of a Japanese security company, for $255 million in a cash tender offer at $50 per share. [ref 58]

The success of H.M.S.S. established the reputation of Dale Ross as a successful CEO in the health care industry. In 1992 Welsh Carson Anderson and Stowe, a leading private equity group, retained Ross as the CEO of a startup company pioneering in the new field of physician practice management and specializing in Oncology. The mission of the company was to support independent community practices in delivering premier oncology care. Mayor joined Ross as an investor, a director and a member of the founding group. Eventually named US Oncology it grew from a company managing the practice of a group of Denver oncologists into America’s premier cancer care services company.

In 2010 when it was acquired by McKeeson for $2.16 billion, US Oncology was providing comprehensive services to a network of 1,300 community-based oncologists in 39 states treating about 850,000 patients, estimated to represent about 17% of US cancer patients. The network comprised 500 affiliated care sites, including 100 radiation facilities, and had expertise in oncology research and the conduct of all phases of clinical trials. [Ref 59] Under McKeeson’s ownership, by 2026 the US Oncology Network had grown to 3,200 providers at over 700 sites of care, treating over 1,400,000 patients annually [60]

The story of the US Oncology Network is the vital role played by entrepreneurship in improving the availability of high-quality health care. Mayor served as director, Chairman of the Audit Committee, adviser to the CEO of US Oncology, and participant in the development of its business model throughout the 18-year span from its founding to its sale to McKesson.

Education

- Attended Lamar High School in Houston, Texas. Co-Captain of the track team. Member of the mile relay team that won the State Championship. Graduated as Valedictorian and President of the National Honor Society.

- Attended Yale University 1951 – 1955. Graduated Magna Cum Laude with a B.A. in American Studies. Elected to Phi Beta Kappa. Served as Manager of the Varsity Baseball team and the aide to the Master of Silliman College.

- Fulbright Scholar in Economics at Melbourne University in Australia 1955 -1956

- Harvard Law School J.D. 1959

Professional Associations

- Lifetime Member of the American Law Institute, having been elected in 1969.

           “Candidates for elected membership must have demonstrated exceptional  
           professional achievement, outstanding personal character and an avid interest in 
           law reform” ALI Annual Report 2023-2024 p24 

- Life Fellow of the Texas Bar Foundation

Civic Service

- The Hoover Institution at Stanford University, where he has served as an Overseer (2012- 2017) and a member of the Hoover Council Leadership Circle

                 The Hoover Institution supports “scholarship grounded in the ideals of peace, 
    Individual liberty, free enterprise, and limited government”

- The Buckley Institute at Yale University, where the Richard Mayor Leadership Fund has been established and whose mission is to promote intellectual diversity and freedom of speech at Yale

- Founding donor of University of Austin

- Trustee, Executive Committee Member and Chairman of Public Policy Committee of the Houston Grand Opera (1996-2001)

- Trustee of Houston Ballet Foundation (1983-88)

- Chairman of Executive Committee, Contemporary Arts Museum, Houston (1972-78)

REFERENCES

1. Buckley Institute.com/news/September 16, 2024 “Buckley Institute Announces the Richard Mayor Leadership Fund” and Buckley Institute Annual Report 2024-2025, p 52. The mission of the Institute “is to promote intellectual diversity and freedom of speech at Yale.” 2. An AI search will verify the facts set forth in these opening paragraphs. The full names of the mentioned law firms in the early 1960s were: Vinson, Elkins, Weems & Searles; Baker, Botts, Shepherd & Coates; Fulbright, Crooker, Freeman, Bates & Jaworski; Andrews, Kurth, Campbell & Jones; and Butler, Binion, Rice, Cook & Knapp. 3. “Split Decision” in Texas Monthly April 1982. 4. “Houston’s Butler, Binion Sees Biggest Split in City’s History” in the Legal Times of Washington, February 15, 1982. 5. Houston Business Journal, March 8, 1982. 6. “Kings of Court: An Inside Look at Houston’s Top 10 Law Firms”, Houston Business Journal, February 28, 1983. 7. “Houston: A legal Boomtown”, The National Law Journal, November 15, 1982, p1. 8. The National Law Journal February 22, 1988, S-4 “None of the Chaff.” 9. Houston Business Journal, June 24, 2001 “Two Old Line Houston Law firms say ‘I Do’ 10. Houston Chronicle June 20, 2001 “Law Firms merging to form one of Houston’s Largest” 11. NY Times September 22, 1971, “IC Industries Plans Deal” 12. Kirby Attwell obituary 13. “Texas Primer: Bush vs Bentsen”, Texas Monthly September 1988; George W. Bush – Wikipedia; “George W. Bush: Life before the presidency – Miller Center; and AI research “Importance of Bush’s senatorial defeat to Bentsen in 1970.” 14. NY Times, April 13, 1989 “Transamerica to Buy Criterion”; Los Angeles Times June 17, 1989 “San Francisco based Transamerica Corp said it has completed the Acquisition of Criterion”; and NY Times April 14, 1989 “Criterion Head Keeps Job After Firm’s Sale”. See also Miller’s obituary in dignitymemorial.com. 15. See the tribute at chron.com “Walter Mischer Left mark on politics, real estate” Dec. 20, 2005 and the tribute by resolution of the Texas Legislature at 79(3) HR 32 as “an eminent citizen and a renowned entrepreneur.” 16. See websites of Greater Houston Partnership and Houston Trust Company. 17. “Southland Royalty Sets $160 Million Aztec Deal” NY Times January 31, 1976. See also Encyclopedia.com article on Thomas Boone Pickens, where it is stated “In 1976 he was outbid by Southland in his attempt to purchase Aztec, a gas company.” 18. See “In Memory of Jon Brumley” and “Texas Entrepreneurship,” McCombs School of Business University of Texas at Austin 19. These are quotes from a google AI search. 20. The National Law Journal November 15, 1982 at p28 21. The Washington Post September 29, 1979 22. NY Times September 29, 1979. 23. American General Corporation is an historically important Texas corporation whose history can be found at Texas State Historical Association (TSHA) online. 24. The Oklahoman April 6 1990 “Torchmark Blocked from Waging Proxy Fight” 25. NY Times May 22, 1990, Section D, Page 8. Business “American General Wins Proxy Fight” 26. NY Times Feb 3, 1984, section D, Page 4; Washington Post, Feb 1, 1984, “Houston Natural Gas Uses ‘Pac-Man’ to Thwart Coastal Bid” 27. Wikipedia. Oscar Wyatt 28. Coastal Corporation @ TSHA 29. Sakowitz was an iconic small chain of higher end department stores in Houston that was established by the Sakowitz family and operated from 1902 to 1990. The founder was Louis Sakowitz, an immigrant from Ukraine. See Wikipedia.org Sakowitz. After the sale of Sakowitz, Robert has continued his entrepreneurial journey in Houston as President of Hazak corporation, “hazak” meaning “be strong” in Hebrew. See Texas Monthly March 1999. Business. “Whatever happened to Robert Sakowitz”. See also Rotary Club of Houston/Robert Sakowitz. 30. See en.wikipedia.org Charles Hurwitz 31. NY Times. Company News; Continental Takes Offer by Investor. July 10,1992 32. Los Angeles Times. Nov 10, 1992 Continental Accepts $450 Million Buyout Bid 33. Wikipedia.org David Bonderman 34. Federal Deposit Insurance Corporation v Charles Hurwitz et al, Civil Action H-95-3956, United States District Court Southern District of Texas. 35. Texas Monthly “Tree Ring Circus” April 2006. 36. Chron business section June 8 2001 37. See Oshman’s on Grokipedia, Wikipedia, and tsha.online. 38. An accurate description of this transaction can be found by an AI search, which sets forth the terms and states that “it roughly doubled the size of Schnitzer Steel and provided it with significant export capabilities to markets in Asia.” 39. Izzie, Sam and Herman did not attend college. Izzie often recounted to Mayor how the three of them were saddened as teenagers when they drove to the family scrap yard while watching their friends go to school. 40. This material is based on Mayor’s first-hand knowledge and his expertise as a director of Proler and as its legal counsel. A google or AI search will provide a very good and largely accurate history of Proler International Corporation. 41. Denver Post Erving Wolf obituary February 6, 2018 42. NY Times May 13, 1986, Section D page 4. Sale of Inexco Oil and Gas Company to Louisiana Land and Exploration for $120 Million. 43. Wikipedia.org Alfred C. Glassell,Jr. 44. Encylopedia.com Vallen Corporation 45. The commander of Fox’s platoon was George Hunt who recounted the battle in his book “Coral Comes High- The Battle For The Point on Peleliu” and describes Fred’s injury: “There was Fox who had been stabbed in the shoulder and clubbed on the head by a Jap who had sneaked behind him among the rocks. In the nick of time, he had swung his rifle around and drilled through the chest of the Jap whose arm had been raised for the finishing blow. He had lain in the water, bleeding, stunned, until the crack of dawn Byrnes waded over the reef and pulled him to safety.” 46. Wikipedia- Fayez Sarofim. An Egyptian Coptic-American heir to a family fortune, in 1958 he founded Fayez Sarofim & Co., a Houston investment firm that was managing over $30 billion in assets at his death in May 2022. 47. www.pge.utexas.edu/alumnus/fred-k-fox 48. www. Legacy.com/Houston chronicle. 49. The history of Reed Roller Bit is readily available by an AI Google Search. 50. Wikipedia.org John W. Mecom Sr. and NY Times October 14, 1981, section A. page 2, “A Texas Giant Among Oil Men” and “for many years the world’s largest independent Oil operator.” Mecom was a client of Cecil Cook at Butler, Binion, Rice & Cook, and Mayor assisted Cook on several of Mecom’s matters. 51. Murphy’s chaotic management style is detailed in a WSJ article dated May 28, 1968 “George Murphy Assessed.” 52. Wikipedia Stanley Hill, Jr 53. Wikipedia Charles Foster and Foster Global.com 54. The Emerson Annual Stockholders reports 55. City of Athens v Gulf States Tel. Co. 374 S.W.2d 757, 1964 56. The dailyeconomy.org/”Public Choice at the Pump: How Politicians Banned Self-Service Gas for Years.” 57. Wikipedia. C. Richard Kramlich 58. LA Times, business section, September 25, 1989. “Secomerica to Diversify into Health Care: Home Security Firm to Pay $255 Million for Therapy Provider.” 59. Spglobal.com Nov 2, 2010 “McKesson acquires US Oncology services for $2.1 Billion.” 60. See U.S. Oncology.com “The power of the Network”