Practice Areas & Industries: Buchanan Ingersoll & Rooney PC

Practice/Industry Group Overview

Buchanan Ingersoll & Rooney, ranked as one of the largest law firms in the nation, provides comprehensive legal services to suppliers, financial institutions, technology and communication companies and consumers involved in and with the energy industry.

We represent utility holding companies, investor-owned utilities, government-owned utilities, entities engaged in new competitive utility industries, cogeneration and independent power production developers, exempt-wholesale generators, energy marketers and brokers, energy service companies, fuel suppliers and transporters, and a variety of commercial and industrial utility service users. We also provide counsel to public and private corporations and institutions which provide capital, equipment and services in the energy sector, including financial institutions, technology companies, engineering and construction companies, venture capital companies, and telecommunication companies.

Services Available

The firm has experience in providing advice and counsel with respect to leading commercial arrangements involving competitive utility and energy service business opportunities, as well as in the structuring and financing of customized energy service programs, contracts and business arrangements.

Corporate Services

• Business Formation Matters
  • Bylaws/shareholder agreements
  • Partnership agreements
  • Limited liability companies (LLCs)
  • Joint venture agreements
  • Strategic alliance agreements
  • Employment agreements
• Corporate governance and control matters
• Mergers/acquisitions
• Asset purchases/divestitures

Capital Formation and Financing Services

• Venture capital
• Public offerings/private placements
• Project, lease and corporate debt fnancing in domestic and cross-border markets
• Revenue bond fnancing
• Commercial loan/credit agreements
• Taxable/tax-exempt/leveraged leasing

Project and Contract Services

• Letters of intent/memorandums of understanding
• Confidentiality/non-competition agreements
• Sales agency Agreements
• Technology licensing agreements
• Energy (thermal, electric and chilled water) service agreements
• Outsourcing agreements
• Energy performance contracting
• Construction contracts
• O&M contracts
• Build-own-transfer/build-own-operate agreements
• Teaming agreements
• Management agreements
• Equipment purchase/leasing agreements
• Fuel supply, management, purchasing and transportation agreements
• Power contracts
• Aggregation agreements
• Broker agreements
• Interconnection agreements
• Transmission contracts
• Vendor warranty/maintenance agreements

Our attorneys have experience in contract, corporate, finance, and regulatory matters related to cogeneration, small power production, renewable energy, exempt wholesale generating facilities, and industrial energy infrastructure projects. We also represent clients in the structuring, development and financing of thermal district heating and cooling projects, utility asset purchases and merchant power plant projects. We have assisted energy suppliers and customers in the development and negotiation of individual and multiple customer facility energy service agreements involving gas and electric commodity supply, as well as a wide variety of utility subsystems, including electric generation, boiler, chiller, compressed air, water supply and other utility systems.

Our experience in conventional and structured finance and leasing transactions allows us to assist clients in the development and execution of financial arrangements and programs which enable them to meet their specific business and energy related objectives. Our real estate attorneys provide support with respect to a variety of real estate matters that come into play in energy project development matters, including site acquisitions, leasehold mortgages, title insurance and land use matters. These attorneys also assist in the structuring of utility outsourcing and other service arrangements involving property management companies, building owners and tenants.

Our attorneys have experience in the structuring of innovative public and private sector energy service programs and have considerable knowledge in performance based demand side management and energy services contracting, procurement and financing. Our attorneys have also represented energy service companies and public bodies in competitive and negotiated public sector energy contracts involving schools, hospitals, and correctional facilities, as well as county and municipal facilities.

The firm's national practice representing buyers and sellers in the electronic security alarm industry provides our attorneys with the capabilities to advise utility holding company affiliates and independent energy service companies concerning investment and acquisition opportunities in this industry, as well as potential partnership and strategic alliance opportunities.

The combination of our national health care practice and energy sector capabilities allows us to effectively assist the health care and energy service industries in the identification, negotiation and implementation of energy-related business opportunities and arrangements involving health care providers.

Tax

We have assisted clients in tax matters related to energy project development and utility and industrial customer power plant acquisitions, as well as with respect to sales and use tax matters pertaining to electricity, gas and steam sales in the New Jersey and Pennsylvania. Our Tax Section is a full service tax group.

Strategic Advice

The firm's experience in the areas of energy supply, regulation, and contract services, combined with the depth of our corporate, intellectual property, high technology, venture capital and trade regulation resources, makes us highly qualified to assist clients in the structuring, implementation and/or acquisition of competitive energy related business ventures. We provide advice to holding companies, their subsidiaries, public and private corporations, and partnerships concerning the structuring, development and financing of strategic business diversification opportunities, including technology and telecommunications investment and acquisition strategies, electric and gas marketing and brokering, "inside-the-fence" cogeneration and "dispersed" generation projects, thermal heating and cooling projects, utility asset acquisitions and divestitures, and merchant power plant financing, as well as other environmental infrastructure, energy service and utility outsourcing strategies and business arrangements. The firm also assists clients in regulatory and contact matters related to transactions and policies.

Utility and Environmental Regulatory Matters

The firm represents clients in utility ratemaking, financing and regulatory proceedings, including cost of service, rate design, regulatory compliance and tariff-related matters. We also assist clients in the formulation and execution of utility regulatory strategies and customer or class specific service arrangements.

The firm's environmental attorneys have experience in every substantive area of environmental law. We assist clients in environmental compliance and litigation matters involving federal, state and local air, water, wastewater, land use, solid and hazardous waste laws and regulations, OSHA/MSHA compliance and enforcement.

Intellectual Property and Technology

The firm counsels clients in intellectual property audits to evaluate intellectual property (patent, trademark copyright, and trade secret) practices and assets, as well as with respect to associated intellectual property protection, licensing, distribution, regulatory compliance and enforcement matters. We also assist clients in intellectual property due diligence related to corporate and technology acquisitions, joint ventures and strategic business and licensing arrangements.

Communications

The experience of our attorneys in the communications arena, including the representation of cable, wireless, competitive local exchange carriers and technology companies in corporate and commercial transactions, has allowed us to assist energy clients concerning communication investment and contract matters, in addition to diversification strategies.

Labor and Employment

The firm provides counsel to energy-sector clients in labor and employment matters related to corporate reorganizations, including human resource policy development and implementation. Our services include counsel and advice with regard to employment termination matters in order to avoid or reduce the risk of litigation; the defense of employment litigation claims; general counsel and advice with regard to the protection of confidential and trade secret information and issues relating to the drafting and enforcement of non-compete agreements for select employees of the company or its affiliates; ERISA advice; and advice arising out of collective bargaining agreements and the National Labor Relations Act pertaining to a wide variety of traditional labor law issues such as cost containment, restructuring, and single employer issues pertaining to parent-subsidiary relationships. We also assist clients in labor and employment matters related to energy project development and operations, as well as in new business ventures and investments.

Bankruptcy, Restructuring and Workouts

Our creditors' rights and bankruptcy attorneys resolve and structure out-of-court workouts and litigate and collect judgments in state and federal court on behalf of secured and unsecured creditors. These attorneys also provide assistance to clients concerning debt restructuring, securitization and asset protection. The firm also assists clients in bankruptcy reorganization and liquidation proceedings, as well as debtor asset sales and acquisitions.

Litigation

The firm provides litigation services to regional, national and international clients. Our attorneys have experience in litigating energy related matters in federal and state courts, as well as before the Federal Energy Regulatory Commission and state utility regulatory agencies. This experience includes the representation of clients concerning coal and gas supply and transportation contract disputes, and the representation of mining companies concerning mine health and safety matters.