Recent events have caused dramatic changes for utilities and other energy-related companies and the introduction of increased competition has compelled companies to reshape their operations which previously were stringently regulated. These changes have been driven by distinct changes in regulatory philosophy in the U.S., with parallel developments internationally in varying degrees. This changed operating environment, together with the changing mix of services provided by energy companies, has altered the type and scope of needed legal services.
Our attorneys have experience in representing and advising investor-owned and publicly-owned utilities, independent providers, incumbent providers, new entrants, and industrial and municipal customers, developers, equity investors, and lenders, both domestically and internationally and in all phases of their needs: from the legislative arena, through the administrative process, and in state and federal judicial proceedings interpreting the rapidly evolving scope of utility legislation and regulation. At the same time, we are solution providers that understand the dynamics of the commercial and business world of our clients and bring sophisticated and practical experience to the structuring of transactions.
We provide a full range of legal services to clients in the energy and utilities industry, including project finance, construction and infrastructure, environmental, regulatory and legislative, and tax, relating to oil, natural gas, electricity, hydroelectric, solar and other energy sources. The firm also offers broad experience in the related practice areas of real estate, litigation, insurance coverage, labor, special committee representation and intellectual property. As dictated by the needs of our clients, we work in cross functional teams to provide the most comprehensive solutions and services to our clients.
- Project Finance
Our attorneys have extensive experience in the financing and structuring of transactions related to oil and natural gas-fired plants; cogeneration facilities with fossil and synthetic fuels; hydroelectric projects; and solar projects domestically and internationally. We have counseled clients on matters regarding operation and maintenance agreements; fuel supply contracts; power sales and transmission agreements; and aspects of business management including partnerships, limited liability companies and joint ventures. We have experience in the construction of power plants and all aspects of the financing, including the negotiation of EPC contracts of power purchase agreements, operation and maintenance agreements, and organization agreements, as well as strategic advice concerning structuring of the transactions.
In the energy sector, our securities attorneys have represented underwriters and investor-owned utilities in billions of dollars of offerings. In addition, we have provided legal advice in non-registered offerings of IPPs. These have been offerings of traditional instruments, such as preferred and common stock and utility mortgage bonds, as well as tailored instruments, such as tax-exempt bonds and MIPs and MIDs (equity flavored debt).
We also perform for our energy-related clients all of the traditional corporate functions including reporting proxy solicitations, annual shareholders reports, press releases and other disclosure requirements. Our attorneys frequently advise the directors and management of clients regarding compliance with beneficial ownership reporting requirements and insider trading issues.
The firm’s lawyers have also been involved in tranched debt financings (public and private) aggregating up to $2 billion. These financings have included a variety of tailored features—such as variable rate features, subordinated notes with warrants, variable rate subordinated notes exchangeable at the option of the issuer for fixed rate subordinated notes, notes priced with reference to U.S. dollar-denominated Brazilian bonds, first mortgage bonds with sinking funds, and subordinated debentures assured of payment by letters of credit. Our attorneys have served as bond counsel, special tax counsel, and disclosure counsel for cities, counties, public authorities, and other governmental entities in connection with energy projects.
- Construction and Infrastructure
The construction law team has represented contractors, construction managers and owners on numerous power plant, industrial and heavy civil construction projects across the country, providing advice during every step of the construction process, from planning through contract close-out and completion. Our experience with respect to construction project delivery systems ranges from the traditional to design/build and other variations which include operation, maintenance and financing. We work with owners to assess the risks and benefits of each delivery system to determine what best meets each owner’s needs.
Our environmental lawyers represent a wide range of energy-related companies throughout the country, including electric utilities, independent power producers, private co-generation facilities, natural gas utilities and energy-based holding companies. We provide environmental representation on matters such as air permit acquisition, defense of air permit enforcement claims, water supply permits, wastewater discharge permits and enforcement defense, hazardous waste permitting and compliance, wetlands permits and enforcement defense, and site assessments and audits. We have also represented energy-related companies in various litigation matters, including Superfund and state-equivalent claims, cost recovery claims, and defense of common law environmental tort claims.
- Legislative and Regulatory
We have extensive experience in advising consumers as to the regulatory aspects of energy purchases and we are able to monitor and report on developments at both the state and national level. We have represented national energy companies, fully regulated utilities, independent power producers and others in proceedings involving mergers and acquisitions, and advised them on an ongoing basis on issues arising out of the relationship of regulated to non-regulated entities, such as affiliate transactions and codes of conduct. On the regulated side, we handle rate proceedings, tariff and financing approvals and prudence reviews. In addition, we are able to advise all of our clients with regard to a variety of regulatory, tax, real estate, and environmental issues.
We offer tax planning for business transactions and operations, including mergers, acquisitions, joint ventures, and dispositions of business enterprises, and tax planning for capital-markets transactions, including asset securitizations. In the energy area, our work has included the representation of investor-owned utilities in mergers, the spin-off of non-regulated energy affiliates and other disaggregation transactions involving utilities responding to the fall-out from FERC Order 636. In addition, we have represented utilities in connection with structuring various international acquisitions, joint ventures and other corporate transactions in Europe, South America and Asia. We have represented investors in Section 29 “nonconventional fuel” tax credit transactions and cross-border leasing transactions, and have dealt with a host of tax issues in project finance matters.