Ahead of Annual Meeting, Chesapeake CEO Aubrey McClendon Lawyers Up

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Sean Gardner / Reuters

Chief Executive Officer, Chairman and Co-founder of Chesapeake Energy Corporation Aubrey McClendon walks through the French Quarter in New Orleans, March 26, 2012.

A federal judge ruled Wednesday that Chesapeake Energy’s highly-anticipated shareholder meeting this Friday will go ahead as planned. Some shareholders wanted to postpone the Oklahoma City date amid a swirling controversy over the company’s business strategy, cash-crunch and corporate governance practices. The ruling came amid news that the company’s embattled CEO Aubrey McClendon has hired a top former Securities and Exchange Commission lawyer to advise him on ongoing regulatory probes into a $1.3 billion personal loan McClendon received tied to his stake in the company’s wells.

Chesapeake shares soared 7% Wednesday on word that the company is in talks to sell its pipeline business for $4 billion, raising much-needed cash. Meanwhile, a top Wall Street analyst who has been very skeptical of the company upgraded its stock. Taken together, the recent developments indicate that activist investor Carl Icahn is having an impact as he wages a campaign to get Chesapeake’s house in order.

It’s been a rocky several weeks for America’s second-largest natural gas producer, which has been buffeted by a slumping stock price after natural gas prices hit a ten-year low, due to a glut of supply on the market. In response to the company’s growing cash crunch — estimated to be over $10 billion this year — CEO Aubrey McClendon wants to move the company away from natural gas drilling to more lucrative oil drilling, and raise billions by selling off assets. As part of that effort, Chesapeake is in “late-stage talks” to sell nearly all of its pipeline assets for over $4 billion to investment fund Global Infrastructure Partners, Reuters reported. But that still leaves a $6 billion cash shortfall this year. Chesapeake hopes that a sale of its a massive, 1.5 million-acre oil-rich holding in the Permian Basin in West Texas could fetch $5 billion or more.

(More: Chesapeake Energy Bows to Raider Carl Icahn, Will Shake Up Board)

Even as there are glimmers of hope on Chesapeake’s cash front, embattled CEO McClendon still faces IRS and SEC inquiries into his controversial financial dealings, including revelations that he ran a secret $200 million hedge fund that traded natural gas at the same time he was CEO of the natural gas giant. He also received $1.3 billion in undisclosed personal loans over the last three years, secured by his stake in Chesapeake’s oil and gas wells. In response, Chesapeake’s board stripped McClendon of his role as chairman, and curtailed the CEO’s controversial well-stake compensation plan.

Now, McClendon has added some serious legal firepower by hiring Marvin Pickholz, a former SEC assistant director of enforcement who is currently a partner at D.C. legal powerhouse Duane Morris. “Marvin Pickholz certainly is a major, and a well-known litigator who has been on the scene for a number of decades, and his reputation is he’s a very tough, aggressive, in-your-face type of litigator,” Bill Singer, a former Duane Morris partner, told Reuters. “He’s somebody who is not likely to be intimidated.”

(More: ‘Fracking’ Titan Chesapeake Energy in Stock Swoon Amid Cash Crunch)

McClendon’s legal preparations come as activist investor Carl Icahn, Cheseapeake’s second-largest shareholder, appears to be making progress in his campaign to reform the company’s corporate governance practices. On Monday, one week after Icahn called for a board shakeup, Chesapeake said it would replace four of its board members with new independent directors. In a statement cited by Forbes, Icahn welcomed the move: “We appreciate the board’s willingness to listen to shareholders and to respond appropriately. Under Aubrey’s leadership, Chesapeake has assembled great assets and I am confident I can help the company create significant value from these assets.”

In response, closely-watched Argus Research analyst Phil Weiss, who knows as much about Chesapeake as anyone outside the company — and has been very critical of it — upgraded the stock from “Sell” to “Hold.” As a result of the upgrade, as well as the $4 billion pipeline sale talks, investors pushed Chesapeake shares 7% higher on Thursday. “While we don’t yet know who the new directors will be or how much impact they will ultimately have, we view these changes as at least incremental positives,” Weiss wrote in a note to clients Wednesday. “In our view, poor corporate governance has had decidedly negative effects on Chesapeake.”

Still, Weiss emphasized that his view of the company remains “cautious at best.” He wrote: “The company’s problems with debt, liquidity, and cash flow, along with the negative impact of falling commodity prices, will not disappear simply because of changes in the composition of the board.”

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