Practice/Industry Group Overview
The global energy industry is in a constant state of change. Oil and natural gas prices, the deregulation of power markets, pipeline politics, pollution controls, financing needs and investor confidence all frequently fluctuate and impact the contemporary business environment. Today’s energy market is dynamic, due to the entrepreneurial spirit of the energy players, the dedication of resources by funds and businesses to create new companies, and the continued growth in demand for fossil fuels combined with scarcity of energy resources. This environment encourages all forms of energy development and technology improvement. With finite oil reserves and growing concern over carbon emissions, energy companies are looking for cleaner ways of generating power. Growing demand is also forcing an ever-widening search for new hydrocarbon reserves and increased production.
The future belongs to those who can keep abreast of these changing market dynamics and develop sound strategies to take advantage of these opportunities. Greenberg Traurig’s Energy and Natural Resources Group brings together integrated, multidisciplinary teams from across the firm’s many practice areas to advise energy companies, utilities, project developers, investors, regulators, governments and other energy industry participants in important aspects of their business. Our experience as professionals within many segments of the energy industry, coupled with our attorneys’ transactional, regulatory, and litigation capabilities, gives us a strong position from which to provide energy and natural resources-related legal services not only in the United States, but in international energy markets as well.
Oil and Gas Exploration and Production
Our experience in the drilling and oil field services area includes advising clients on, and negotiating:
- Formation of joint ventures, partnerships and other business entities for drilling and oilfield service projects
- Master service agreements
- Mergers, acquisitions and divestitures of drilling and oilfield service companies
- Resolution of risk allocation and indemnity disputes
- Strategic alliances
We represent clients from all corners of the oil and gas industry, from independent producers and pipeline companies to major integrated companies, as well as regulators and governments.
Our work in this arena includes:
- Counsel on oil and gas operations
- Facilitation of risk reduction of exploration and production projects through partnering agreements
- Financing and securitization of oil and gas assets
- Negotiation of production sharing and joint venture agreements between oil and gas companies and foreign governments
- Litigation and dispute resolution
- Acquisition and disposition of producing and non-producing properties
- Area of mutual interest agreements
- Farmout, exploration, participation and joint development agreements
- Offshore platform and facilities construction, use and interconnect agreements
- Oil, gas and mineral leases
- Mechanics’ and materialmens’ liens
- Seismic licensing, data acquisition and use agreements
- Assistance with a wide variety of issues related to licensing, extraction and sale of natural resources from some of the most natural resource-rich countries in the world
- Advice to foreign governments on development of production sharing and joint venture agreements for minerals exploration
- Drafting of procedures, tender invitations and transactional documentation for tenders of mineral deposits
Oil and Gas Transportation and Storage
- Natural gas and oil supply, transportation and storage contracts
- Pipeline transportation, rail/truck transport and trans-oceanic coal/oil shipping agreements
- Acquisition and divesture of gas processing and treating facilities, mid-stream transportation facilities, and pipeline and gathering systems
- Formation of strategic alliances, partnerships and joint ventures for the development of pipeline projects
- Negotiation and preparation of gas processing and treating, facility use, and gas purchase and sales agreements (including NAESB© Gas Sales Agreements)
- Preparation of transportation contracts for crude oil, natural gas and liquids
- Acquisition and divestiture of natural gas storage facilities
- Development and/or acquisition of natural gas storage facilities in depleted reservoirs, salt dome caverns and other storage matrices
- Gas storage contracts for firm and interruptible gas storage service
- Pad gas financing for natural gas storage operators
- Project development financing for merchant gas storage projects
- Start-up capital and equity financing for natural gas storage companies
- Strategic alliances and partnerships for the development of natural gas storage facilities
Corporate/Mergers & Acquisitions
Working in conjunction with other disciplines within the firm, our energy attorneys represent a diverse group of clients regarding:
- National and international mergers and acquisitions of energy and natural resource companies
- Acquisitions and divestitures of project assets
- Securities Act, Exchange Act and Sarbanes-Oxley compliance
- Development and review of ownership and project structures/tax planning
- Antitrust guidance for electric generator companies, investor-owned utilities, independent power producers, natural gas pipelines, public power authorities, trade associations, state governments and the U.S. Congress
- Federal, state and international tax advice, including tax analyses, fuel excise tax controversies, tax incentive negotiations, sales tax rulings and energy tax credits
- Advice to both U.S. and foreign energy clients on international and domestic compliance issues, such as with the Patriot Act and Foreign Corrupt Practices Act
- Service as governmental interface for companies seeking to do business with foreign governments
- Public/private partnerships
- Privatization and municipalization of energy and natural resource companies in the United States and internationally
- Corporate governance and executive compensation
- General corporate advice
Regulatory and Governmental Affairs
Over the last two decades, the American energy industry has evolved from a monopoly structure with extensive regulation to a disaggregated structure governed by both regulation and competition. Our regulatory experience includes:
- Representation of electric power generators, natural gas pipeline companies and other industry participants before the FERC, SEC and other federal agencies, as well as state agencies, in a wide range of regulatory matters, including:
- Complex ratemaking proceedings
- Restructuring proceedings, including ISO/RTO matters
- Certificate and licensing proceedings
- Administrative and court litigation regarding allegations of market manipulation and the exercise of market power
- Investigations by FERC and other agencies
- Rulemaking proceedings
- Representation of public utility companies in merger proceedings under Section 203 of the Federal Power Act
- Assistance for companies in complying with energy regulations, including Order No. 2004 regulations governing energy affiliates
- Representation of clients in appellate court cases involving FERC orders
- Representation of natural gas pipelines on pipeline safety laws and regulations
- Advocating for the interests of energy companies and trade associations on Capitol Hill in state legislatures, and at federal and state administrative and regulatory agencies
Our attorneys represent developers, borrowers, lessors, lessees, lenders, constructors, equipment suppliers, governmental entities, utilities and other project participants. Our services include:
- Representation in connection with the structuring, development, building, financing, acquisition or sale of energy and infrastructure projects throughout the U.S. and abroad
- Negotiation and structuring of joint development, limited partnership, limited liability and other types of agreements for project participants
- Advice on construction and operational issues as well as experience in EPC contracting and construction-related disputes and litigation and arbitration
- Representation in connection with real estate, land use approvals, and siting issues
- Negotiation of contracts, including power purchase, interconnection, tolling, conversion, transportation, engineering, construction, operation, procurement, fuel supply and transportation, maintenance and power marketing and trading agreements
- Leveraged and synthetic leases of generating plants and fuel handling and storage facilities
- Negotiation of concession, franchise, guaranty and other governmental support arrangements
- Counsel regarding the regulatory and environmental compliance of projects
Alternative Energy Projects and New Energy Technologies
Consistent with the goals of the National Energy Policy, we represent clients in connection with alternative energy projects and projects developing and utilizing new energy retrieval, production, generation, storage and transportation methods. Our services include:
- Advice regarding structuring, development, construction, financing, operating, purchase and sale of alternative energy projects such as:
- Alternative fuel production facilities, including ethanol, biodiesel, oil sand, oil shale and coal tailings, and natural gas liquefaction and regasification facilities
- Power projects utilizing alternative or renewable fuels such as wind, biomass, geothermal, solar, petroleum coke, waste (municipal, industrial and agricultural), liquefied or synthetic gas and nuclear fuels
- Storage, processing and transportation facilities for alternative fuels and related commodity chemicals, including coal and petroleum coke slurries and nuclear waste and fuel storage and reprocessing
- Assistance with the development and financing of new technologies, such as coal gasification and liquefaction and other clean coal technologies, high temperature gas-cooled and pebble bed nuclear generators and fuel cells, including:
- Obtaining governmental concessions and preferences, such as grants, loans, loan guarantees, tax credits and accelerated depreciation
- Obtaining necessary technology and process licenses and related rights, specialized engineering and technical services
- Assisting with non-traditional financing
Marcellus Shale Natural Gas Play
Greenberg Traurig, LLP, has assembled a team of experienced energy, environmental and governmental relations lawyers to focus on the emerging Marcellus Gas Shale Play. The team has wide-ranging upstream and midstream experience in conventional and unconventional plays including the Barnett Shale, as well as considerable environmental and real property experience in the “fairway” of current Marcellus drilling in Pennsylvania’s western and northern tiers, and in New York and West Virginia. In addressing the Marcellus, our team brings together lawyers in the firm’s Houston and Philadelphia offices, as well as practitioners in Albany, Washington, D.C. and other offices along the Eastern corridor. Many lawyers devoting their capabilities to the Marcellus have decades of experience. Greenberg Traurig, one of the nation’s largest law firms, offers clients practical, business-focused legal counsel.
Engagements in the Marcellus Region
- We have advised both gas operators and landowners concerning gas leases, environmental controls in surface use agreements, landowner coalitions, recordation problems, and related issues.
- We have counseled gas operators concerning water rights and well drilling permits for Marcellus wells in Pennsylvania.
- We represent the owner of the mineral rights in about one-third of the Allegheny National Forest in National Environmental Policy Act and property rights litigation with the Forest Service and environmental groups over access to drill new gas wells.
- We have litigated permit appeals for gas pipeline companies in Pennsylvania over disputes concerning air pollution regulation.
Underlying Energy Practice
- Members of GT’s Marcellus team have spent their careers representing and litigating on behalf of upstream and midstream companies in conventional and unconventional plays.
- We have also assisted with the development and permitting of natural-gas-fired power projects throughout the United States, and particularly in New York.
- Two of our shareholders will teach "Oil and Gas Law" at Temple Law School in Philadelphia, where it has not previously been taught.
- One of our shareholders will moderate the “Siting Criteria” session at the Pennsylvania Environmental Council/Duquesne University Marcellus Shale Policy Conference (May 3 & 4, 2010).
- Traditional limited-recourse debt project financing
- Complex and/or tax driven equity structures, including public offering, private placement, Rule 144A and Eurobond financings
- Financing involving multiple lenders, including export credit providers, multilateral agencies, U.S. and foreign capital market transactions and commercial or institutional lenders
- Securitization of electric, oil and gas assets
- General obligation bonds, project revenue bonds, pollution control bonds, grants and all forms of public financing
- Cross-border financings
- Leveraged, unleveraged and synthetic lease structures
Climate Change Task Force
GT's Climate Change Task Force is a multidisciplinary group that represents clients from an array of industries in connection with the increasingly complex climate change issues associated with energy, industrial and natural resources projects. The task force includes attorneys who focus on:
- Corporate governance
- Governmental affairs
- Greenhouse gas litigation
- Intellectual property and technology development
- Regulatory permitting and compliance
- Tax counseling
- Transactional representation
- Voluntary reduction and supplemental environmental project counseling
Bankruptcy and Reorganization
Working in conjunction with the firm's national Business Reorganization & Financial Restructuring Practice, our energy attorneys assist clients in protecting assets or acquiring new assets through the bankruptcy and reorganization process, including:
- Representation of energy client debtors and creditors, both in and out of court, in reorganizations, bankruptcies, restructurings, workouts, distressed acquisitions and sales, and cross-border proceedings
- Advice on managing bankruptcy risk in project financings and infrastructure transactions
- Mergers & acquisitions advice to clients acquiring energy assets out of bankruptcy
- Public infrastructure bankruptcies, municipal bond default workouts and creditor issues
- Restructuring of project finance transactions
Litigation, Arbitration and Dispute Resolution
- Representation of energy companies in litigation and other dispute resolution proceedings involving upstream, downstream and power generation litigation (such as the construction of nuclear and fossil fuel power plants, and involving fuel contracts and various issues regarding the transmission of power)
- Representation of energy companies and their directors and officers in securities and fiduciary litigation, including SEC enforcement actions, stockholder derivative actions and actions by state regulatory authorities
- Representation of energy companies in antitrust and related litigation involving alleged monopolization, market manipulation and conspiracies in restraint of trade
- In connection with such litigation, considerable experience regarding preemption, filed rate doctrine, primary jurisdiction and other regulatory issues that arise in energy-related litigation
- Resolution of international energy or environmental disputes concerning cogeneration facilities and power plants through informal channels, official channels, private dispute resolution mechanisms and administrative or judicial procedures
- Utility litigation and alternative dispute resolution (such as defending public utilities’ contracts and rate and fee structures, handling service territory disputes, etc.)
- Representation of energy companies in construction project dispute resolution
Environmental Permitting and Compliance
- Advice relating to the National Environmental Policy Act (NEPA) concerning the location of pipelines, as well as infrastructure and plant siting
- Advice on federal and state environmental statutes, including Superfund, the Clean Air Act (CAA), the Clean Water Act (CWA) and NEPA
- Preparation and review of applications for permits and other government approvals
- EPA environmental compliance and enforcement proceedings under CWA and CAA
- Internal audits and development of compliance programs
- Development and recovery of claims arising from environmental catastrophes
- Counsel on environmental issues involved in the acquisition and divestiture of utility assets
- Environmental permitting of utility plant and line siting, facility construction and operation
- Land use permitting, zoning and comprehensive plan amendments
- Federal, state and international tax advice, including tax analyses, fuel excise tax controversies, tax incentive negotiations, sales tax rulings and energy tax credits
- Advice relating to the biodiesel fuel tax credit
- Advice on the scope of Section 48A federal income tax credit
- Advice on state, local and federal tax credits and incentives
- Advice for biofuel manufacturers and producers, merchant power plants and state legislatures
- Federal tax advocacy
- Alternative energy incentives
- Cross-border transactions
Visit Greenberg Traurig's e2 Law Blog for insights and analysis of new environmental and energy legislation, regulations, cases, policies and trends, with a focus on relevant business opportunities and risks.
Articles Authored by Lawyers at this office:
FERC Clarifies Prohibition on Buy/Sell Arrangements
Gus Howard,Gregory K. Lawrence,Howard L. Nelson, October 28, 2015
At the request of Rice Energy Marketing LLC, the Federal Energy Regulatory Commission (FERC), on Oct. 15, 2015, issued a Declaratory Order that clarified the extent to which releases of capacity to asset managers are exempt from FERC’s prohibition on buy/sell transactions. As clarified, the...
FERC Assesses Penalties for Alleged No-Risk UTC Trading Against City Power and Its Founder
Francesca Ciliberti-Ayres,Gregory K. Lawrence, August 05, 2015
Earlier this month, the Federal Energy Regulatory Commission (FERC) issued an Order Assessing Civil Penalties against City Power Marketing, LLC (City Power) and its founder and sole owner, K. Stephen Tsingas (collectively, Respondents) for violating section 222 of the Federal Power Act (FPA) and...
Industry and States Legally Challenge Federal Hydraulic Fracturing Regulations
Laura E. Jones,Robert S. Thompson, June 16, 2015
States and industry organizations are seeking to invalidate a recent hydraulic fracturing rule promulgated by the U.S. Bureau of Land Management (the Rule).1 The Rule will go into effect on June 24, 2015, and litigation has been filed by states and industry organizations to halt implementation of...
May 2015 Brings a Crop of FERC ‘Loophole’ Manipulation Civil Penalty Assessments
Francesca Ciliberti-Ayres,Gregory K. Lawrence, June 16, 2015
In May, two “loophole” penalty orders were issued regarding recent fraud and manipulation investigations conducted by the Federal Energy Regulatory Commission’s (FERC) Office of Enforcement (OE), which are discussed below. What will June bring? To start, on June 3, the House of...
Environmental Appeals Board Issues Major TSCA 8(e) Decision
Christopher L. Bell, March 26, 2015
On March 13, EPA’s Environmental Appeals Board’s issued its long-awaited decision in the Elementis TSCA 8(e) case, reversing the ALJ’s decision imposing a multi-million dollar penalty on Elementis. In Re Elementis Chromium, Inc., TSCA Appeal No. 13-03 (March 13, 2015).
Actis Unveils $1.9 Billion Pan-African Renewable Energy Joint Venture
Jillian C. Kirn, March 13, 2015
On Feb. 17, U.K. private equity firm Actis announced a $1.9 billion joint venture with energy developer Mainstream Renewable Power to build a series of wind and solar projects throughout Africa over the next three years. The joint-venture company, named Lekela Power, plans to produce between 700...
New York Clears the Way for Permitting LNG-Refueling Stations
Robert M. Rosenthal,Steven C. Russo, March 13, 2015
The New York State Department of Environmental Conservation (DEC) announced on January 28, 2015 that it has finalized a new regulatory regime to allow the construction of liquefied natural gas (LNG) refueling stations in all parts of the State except for New York City. Under the agency’s...
Valuation of Distributed Solar
Jillian C. Kirn, March 03, 2015
Powering your home with clean energy generated from the solar panels on your roof and selling the excess energy to the utility are appealing prospects to those attuned to environmental, energy efficiency, and self-sufficiency considerations. It is not hard to see why solar distributed generation...
Denton, Texas Bans Fracking - What's Next?
Patricia M. Rosendahl, February 17, 2015
Bans on hydraulic fracturing (fracking) have arisen in a variety of places over recent months. Voters in Mendocino County and San Benito County, California, and Athens, Ohio, separately approved bans on fracking in the November elections. The New York State Governor and his Commissioners of Health...
Pennsylvania Environmental Rights Amendment: Back to Payne v. Kassab?
David G. Mandelbaum, February 17, 2015
We have a new opinion today under the Environmental Rights Amendment to the Pennsylvania Constitution. Pennsylvania Environmental Defense Foundation v. Commonwealth, No. 228 M.D. 2012 (Pa. Commw. Ct. Jan. 7, 2015). Maybe the state constitution mandates some sort of environmental impact study before...
Time is Running Out for Large Scale Solar Projects
Andrew W. Scher, February 17, 2015
Time may be running out for large scale photovoltaic and other solar electric generating projects due to a looming statutory reduction in the federal investment tax for such projects (the ITC). The ITC is the primary federal tax subsidiary for solar electric generating projects. For solar electric...
New EU Sanctions Target Crimea and Sevastopol
Sanne Mulder,Erik de Bie, February 16, 2015
The European Union (EU) adopted new sanctions Friday, Dec. 19, 2014, relating to the conflict situation in Ukraine. The sanctions specifically target Crimea and Sevastopol. The new measures confirm, once again that the EU does not recognize Russia’s annexation of Crimea and Sevastopol, which...