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Services Available
Exploration and Production
Our exploration and production clients include major and independent oil and natural gas companies, both foreign and domestic, as well as the entire spectrum of energy service companies. We also represent financial institutions, investors and private equity funds, including banks and other traditional and non-traditional providers and arrangers of financial and investment products that provide financing services to exploration and production companies.
Our exploration and production attorneys possess decades of experience handling transactions involving all types of oil and gas assets. This experience is not just legal, but also technical and operational, as some of our attorneys are also petroleum and mechanical engineers with significant operating, field, and research and development experience. The interdisciplinary nature of the practice group brings together Jackson Walker attorneys with corporate, finance, tax, regulatory, environmental, intellectual property, and litigation expertise who individually and collectively understand the sophisticated principles involved in exploration and production activities, acquisitions and divestitures, hedging and risk management, protection of intellectual property assets such as patent and the ownership and operation of oil and gas properties. We have provided legal services related to the transportation of oil, gas and other minerals and by-products, drillsite and production area operations, the construction of processing plants, pipelines and other energy-related assets, and the financing of transactions related to these activities.
Jackson Walker attorneys have extensive experience in the preparation and negotiation of onshore and offshore drilling, exploration and joint operating agreements, farm-out and farm-in agreements, pooling and unitization agreements, joint venture agreements, production payment and net profits interest conveyances, gas sales and transportation agreements, platform operating agreements, production handling contracts, and similar agreements. We are experienced in the unique application of oil and gas law principles as they relate to Gulf of Mexico projects in state waters, on the Outer Continental Shelf, and in deepwater, as well as offshore projects in other parts of the world. Our experience includes bareboat and time charters of vessels and drillships, agreements creating areas of mutual interest, and other agreements governing relationships among lessors, lessees, royalty owners, drilling, seismic, and other service contractors, governments, and the owners of concessions and licenses to explore for and produce oil and gas.
Pipeline and Midstream Services
Jackson Walker represents clients in every stage of the chain of gathering, treating, processing, storing, and transporting oil, gas, and hydrocarbon products, including producers, marketers, and other shippers of hydrocarbons; gas processors; storage facility owners and operators; owners of gas gathering systems; and owners of crude oil, product, and interstate and intrastate gas pipelines. Our multi-disciplinary approach has enabled us to assist our clients in all phases of project finance and construction, as well as the acquisition and disposition (pursuant to both asset- and equity-based transactions) of processing plants, gathering systems, and crude oil, product, and gas pipelines, including issues concerning tax, environmental, intellectual property, employment, bankruptcy, and regulatory matters.
Jackson Walker also regularly assists clients in the preparation and negotiation of midstream agreements, including dehydration agreements, condensate removal and handling agreements, easements and rights-of-way, surface leases and licenses, plant operating agreements, third party gas processing agreements, crude oil, natural gas liquid and residue gas sale agreements, gas gathering agreements, gas storage agreements, pipeline operating agreements, operational balancing agreements, and gas transportation agreements involving both transporters who provide intrastate and Natural Gas Policy Act Section 311 transportation services and those who provide Natural Gas Act jurisdictional transportation services.
Deregulated Energy Markets
Jackson Walker represents participants in the deregulated energy markets business from source to sink. Our clients include integrated oil companies, domestic utilities, foreign utilities, retail energy providers, gas local distribution companies, energy trading and marketing companies, unregulated electricity generators, and end users of all sizes.
We have assisted foreign and domestic companies in building and supporting trading and marketing subsidiaries. Our role included advising clients in developing credit policies, developing forms of contracts and credit support documents, developing legal policies, providing immigration, employment and real estate advice, securing regulatory approvals related to trading and marketing activities, and advising as to corporate and tax structures and regulations. Our attorneys work extensively with in-house counsel, credit managers and business people to minimize risk and streamline the process of negotiating, executing and implementing transactions. We understand both the intricate details that make successful trading organizations work and the regulatory and administrative challenges inherent in the energy markets.
We have seen first hand how trading contracts and the business principles of the unregulated energy markets are being tested in the courts and by regulatory agencies. This experience gives Jackson Walker the ability to counsel clients on ways to mitigate contractual risk by customizing our contractual approach to our clients' needs, whether negotiating an industry form document, such as the EEI, GISB, ISDA, NAESB, Gas EDI, Coal Trading Association Master Coal Purchase and Sale Agreement, Texas Renewable Energy Credits sales agreement, or EEI Master Netting Agreement, or a company's proprietary document for a transaction. Jackson Walker also assists clients with various structured transactions, including natural gas prepay transactions, long-term asset-based commodity transactions, electric generation tolling agreements and volumetric production payments.
Jackson Walker regularly assists our clients with state and federal regulatory investigations, including preparing filings to regulatory agencies, advising company officers responding to inquiries, assisting clients with document and recording reviews, and gathering information that is responsive to the regulatory request.
Our attorneys have considerable experience in representing energy company creditors in various bankruptcies. This includes the management of commodity contracts (including energy contracts, financial transactions and fuel supply contracts) during the pendency of the bankruptcy, the termination and liquidation of forward contracts and swap agreements, and the defense and settlement of claims. Jackson Walker has defended against the positions taken by bankrupt debtors on issues of industry-wide significance, including the right to enforce the provisions of master netting agreements. We incorporate the lessons learned in bankruptcy into our clients' contracts to help mitigate future risks.
Liquified Natural Gas
Jackson Walker attorneys have extensive LNG experience, dating back to the early 1980's when one of our attorneys served as a legal advisor to a FERC commissioner and provided legal advice and analysis regarding imports of LNG from Indonesia and Alaska to proposed west coast terminals, as well as imports of LNG from Algeria to the Everett, Massachusetts and Cove Point, Maryland terminals, two of the first land-based terminals built in the United States. More recently, our attorneys have represented clients in FERC proceedings involving the re-commissioning of the Elba Island, Georgia terminal on such diverse matters as obtaining access to the capacity of the terminal, issues relating to the Btu content of LNG and downstream pipeline quality specifications, and the reasonableness of the rates to be charged shippers by a terminal operator. The firm's attorneys have also served as regulatory counsel to the acquirer of LNG terminaling facilities in Puerto Rico and have advised clients on regulatory issues related to locating LNG revaporization terminals in the Bahamas and Mexico and transporting revaporized LNG from those terminals to the United States by pipeline.
Most recently, Jackson Walker attorneys have served as lead counsel to clients seeking to construct, own, and operate LNG deepwater ports pursuant to the recently amended Deepwater Port Act. That representation followed participation by our attorneys in the legislative process to extend the Deepwater Port Act to imports of natural gas. One of the clients represented by Jackson Walker's attorneys was the second applicant to file a deepwater port license application with the Secretary of Transportation under the natural gas amendments to the Deepwater Port Act, making its filing less than one month after enactment of those amendments. In conjunction with that filing, our attorneys advised the project sponsor on all legal matters related to the licensing process for the terminal. Our attorneys prepared, or participated in the preparation of, all of the documents submitted to the U.S. Coast Guard and the Maritime Administration, the two agencies designated by the Secretary of Transportation to review license applications, and represented the client in all matters before those agencies. That representation also included obtaining authorizations and permits from all other affected governmental entities, including the Minerals Management Service, the United States Environmental Protection Agency, the National Marine Fisheries Service of the National Oceanic and Atmospheric Administration, and the Army Corps of Engineers. Jackson Walker provides similar services to other clients also seeking to construct, own, and operate LNG deepwater ports, including analysis of and advice on matters related to compliance with newly-issued regulations of the Coast Guard that implement the Deepwater Port Act.
Jackson Walker has also represented clients in various commercial aspects of the LNG industry. Our attorneys have advised clients in supply and offtake transactions involving LNG facilities, including purchase and sale of capacity in LNG terminals; clients seeking interstate pipeline capacity to transport revaporized LNG; and clients in patenting LNG technology.
Acquisitions and Divestitures
One of the cornerstone's of Jackson Walker's energy practice is the representation of clients in merger, acquisition, divesture, and other change of control transactions. Our experience includes transactions involving transfers of both energy-related assets (such as onshore and offshore producing oil and gas properties, onshore and offshore drilling rigs, gas treatment and processing plants, gas gathering systems, gas storage facilities, interstate and intrastate gas transportation systems, crude oil and product pipeline systems, electric power generation facilities, and the trading portfolios of energy marketing and trading companies) as well as the equity interests in both public and private entities engaged in all sectors of the energy industry. Our clients include both acquiring and target companies, fiduciary entities, and investors in both negotiated and hostile transactions.
Initially, we assist clients and their advisors in structuring their transactions - sale or purchase of assets v. equity interests, cash v. non-cash consideration, taxable structure v. tax-exempt structure - to achieve their economic, tax, accounting, and risk/liability control objectives. Our lawyers then prepare the letters of intent, confidentiality, exclusive dealing, and similar arrangements necessary to start a transaction; negotiate and draft the asset purchase, stock or other equity purchase, or merger agreement; perform title, environmental, contract, regulatory, corporate, and other required due diligence; prepare filings under applicable securities laws (including proxy materials, registration statements, Schedule 13D, and other filings), the Hart-Scott Rodino Antitrust Improvements Act, and other statutes and regulations; counsel boards of directors, special committees, and in-house counsel in connection with these matters; prepare any required asset transfer documentation; assist with compensation and employee benefit plan issues for severed and retained employees; issue any requested opinions of counsel; and coordinate the consummation of the transaction, including the handling of all required post-closing document recording and regulatory filings.
Jackson Walker also assists clients in positioning themselves for transactions by resolving debt covenants or collateral requirements that may inhibit their flexibility to aggressively pursue strategic acquisitions. In addition, we assist clients in analyzing potential acquisition targets that often have outstanding public debt issues that present both securities and commercial law considerations. We also have extensive experience in conducting tender and exchange offers and consent solicitations, proxy contests, and going private transactions and handling conversions, recapitalizations, reorganizations (both in and out of bankruptcy), spin-offs, and other divestiture transactions.
Finance
Jackson Walker has long been recognized for expertise in matters concerning energy lending. The firm's attorneys work extensively on both asset-based and balance sheet-based energy loan transactions covering exploration, development, refining, pipeline, and marketing activities. Our expertise enables us to assist local, money center, and foreign banks and financial institutions, as well as business borrowers, in all areas of lending.
Jackson Walker has also participated in the financing of energy projects utilizing a wide variety of limited recourse and non-recourse financing mechanisms, including structured debt and equity investments, hedging arrangements, securitizations, loan, security and intercreditor documentation, volumetric production payments, net profits interests, prepaid gas sales (including those financed with the proceeds of both taxable and tax-exempt bonds), and associated legal opinions necessary to complete such transactions. These financing transactions have included mezzanine debt, public offerings of taxable and tax-exempt debt, and intercreditor arrangements among lenders lending on a pari passu basis or on a senior and subordinated basis. We also have extensive experience in restructuring outstanding debt, managing debt holders' meetings, and negotiating with institutional debt holders, underwriters, rating agencies, and credit enhancers.
In addition, our attorneys have substantial experience in public and private corporate finance transactions. Our clients include underwriters and issuers in the full range of securities transactions, including initial and secondary public offerings, Rule 144A offerings, shelf offerings, high-yield debt offerings, registered exchange offers, consent solicitations, and tender offers. Our attorneys have extensive experience representing parties to complex legal transactions in the energy sector, including the issuance of specialty financial instruments such as royalty trusts. In addition to energy companies, our clients in corporate finance transactions include private investment funds investing in the energy sector and investment banks and financial advisors performing services for energy companies.
Project Development
Jackson Walker offers clients a seamless process in every stage of the project development process. In the early stages of project development, we work with clients to help establish baseline negotiating strategies and contract principles. We examine regulatory policies, legal structures, intellectual property ownership, and commercial issues which will affect the proposed project, including an examination of the legal and regulatory differences of different geographic regions. Similarly, our tax attorneys assist in the structuring of special purpose entity arrangements best suited to the specific circumstances of the project, including the development of the sophisticated tax and ownership arrangements needed to maximize the investment objectives of each client.
Jackson Walker attorneys also have extensive experience in the drafting, negotiation and review of contractual arrangements relating to electric power generation projects, including agreements dealing with asset management, risk management, energy trading and marketing, engineering, procurement and construction, fuel supply and transportation, fuel management, electrical interconnections, water supply, operation and maintenance, tax abatements, related service arrangements, real estate leases, options, and acquisitions, and easements and rights-of-way. An essential element of a successful project is the acquisition of the necessary state and federal environmental and regulatory approvals. While Jackson Walker has successfully represented clients for many years in the environmental and regulatory arena, success in the environmental permitting and regulatory process must be measured not only in terms of obtaining permits and approvals, but also by the extent to which legal complications in the design, construction, and operating stages are minimized within the regulatory framework. We pride ourselves in our ability to serve successfully as our clients' liaison to obtain necessary authorizations in an effective and efficient manner.
Finally, Jackson Walker's energy markets team is skilled in structuring input and offtake arrangements to meet the specific needs of each electric power generation project. We understand fundamental issues such as creditworthiness and damages for non-performance. Jackson Walker attorneys are experienced in dealing with almost any energy commodity used as fuel, including gas, coal, and fuel oil. We work with standardized or customized agreements to suit clients' needs. We are also experienced in negotiating and drafting gas tolling agreements, electric power purchase and sale agreements, and marketing arrangements for capacity and ancillary services from generation assets, including the handling of complex, project-specific issues such as scheduled and unscheduled down times, transmission and dispatching, generator performance standards, and heat rate efficiencies. In addition, our attorneys frequently assist clients in locating market partners, structuring all contracts according to the risk tolerance and flexibility of each client.
Regulatory and Governmental Affairs
Jackson Walker represents energy clients in a broad range of federal and state regulatory matters, including interstate and intrastate natural gas pipelines and storage companies, LNG facilities, electric utilities, exempt wholesale generators, and Public Utility Regulatory Policies Act (PURPA) qualifying facilities. We represent clients in a variety of matters before the FERC, the U.S. Coast Guard, the U.S. Minerals Management Service, the U.S. Department of Energy's Office of Fossil Energy, U.S. Department of Energy's National Energy Technology Laboratory (including the Clean Coal Power Initiative), state public utility commission (including the Texas Public Utility Commission), and the federal courts.
Our natural gas regulatory experience includes the preparation of Natural Gas Act certificate applications to construct and operate pipelines and related facilities as well as salt dome and depleted reservoir storage facilities; cost-of-service rates; negotiated rates and market-based rate structures; applications to abandon service and facilities; transportation tariffs, including all terms and conditions and pro forma agreements included as part of such tariffs; Department of Energy gas import and export authorizations; Department of Energy Department of Energy Federal Acquisition Regulations; and hearings related to FERC certificate, rate, rulemaking and compliance proceedings, as well as investigations and enforcement actions. We also counsel clients on regulatory matters arising under the Natural Gas Act, Natural Gas Policy Act, and FERC policy. Jackson Walker attorneys have prepared and argued cases appealing decisions of regulatory agencies before state and federal courts, represented offshore natural gas pipelines before the MMS in matters arising under the Outer Continental Shelf Lands Act, represented clients in Deepwater Port Act licensing proceedings before the Department of Transportation, and assisted in the drafting of regulations for the Coast Guard's implementation of the Deepwater Port Act. We also have assisted clients in obtaining gas removal permits from various Canadian provinces and gas export authorizations from the Canadian National Energy Board.
Our firm's electricity regulatory experience includes the preparation of PURPA notices of self-certification of qualifying facility status for cogeneration and small power production facilities; review of qualifying facility power purchase and operating agreements; preparation of applications for triennial review of market-based rates (including Supply Margin Assessment screens), as well as other Federal Power Act filings. We have represented clients in Standard Market Design and the California and Pacific Northwest refund proceedings, as well as stakeholders in FERC hydropower licensing proceedings, and have obtained foreign utility company status for clients under the Public Utility Holding Company Act. We also advise clients on PURPA, Federal Power Act and 1992 Energy Policy Act-related matters, as well as on retail electric power competition issues in Texas and other states.
Tax
Jackson Walker advises clients in all major areas of federal, state and local taxation. The firm's tax attorneys assist utilities, marketers, producers and consumers with respect to tax and related issues. Our experience includes substantial representation of energy clients in corporate, partnership, oil and gas, utility, real estate, tax treaty, employee benefits and executive compensation, and tax controversy matters.
We advise clients as to the tax consequences of the acquisition and disposition of oil and gas properties and other U.S. and foreign energy-related assets; structuring transactions involving volumetric production payments; sales of net profits interests; the development, acquisition and disposition of electric power plants and other electric generating facilities; the drafting of tax partnership agreements; the exploration and production of oil and gas in the U.S. and abroad; the formation of a master limited partnerships for the sale of partnership units to the public; and all aspects of Section 29 tax credits for producing fuel from a non-conventional source.
In the corporate area, we advise clients with respect to tax, business, and legal issues relating to the formation and operation of various types of business enterprises; the formation, operation and dissolution of oil and gas ventures; providing strategic tax planning advice to these enterprises; structuring various types of reorganizations, mergers and acquisitions; the selection of an entity to hold oil and gas properties, real estate, and other operating assets; forming, operating, and dissolving joint ventures which own real estate assets; effecting like-kind exchanges; and forming and operating real estate investments trusts.
Our tax attorneys have successfully contested, litigated, and favorably settled numerous complex tax cases for energy companies, other corporations and individuals. Jackson Walker attorneys have litigated cases in the Tax Court, U.S. District Court, Court of Federal Claims, the Fifth Circuit Court of Appeals, and other state and federal courts throughout the United States.
At the state and local level, our tax attorneys have extensive experience assisting clients in such matters as franchise tax planning; the application of sales and use tax to transactions; multi-state taxation of transactions; property tax matters, including the negotiation of tax abatements and exemptions; and the litigation of franchise and sales tax claims.
Environmental
Jackson Walker's environmental law attorneys routinely assist clients with understanding complex regulations and solving challenging regulatory problems. Our attorneys are regularly in contact with state and federal regulators regarding environmental matters, and are intimately familiar with the policies and procedures of the Environmental Protection Agency and Texas Commission on Environmental Quality (TCEQ). The environmental law group also includes attorneys who are active in lobbying at the Texas Legislature and state regulatory agencies and who are able to assist clients with politically sensitive issues. We represent clients in contested hearings and assist in the preparation and filing of permit applications, closure plans, and other administrative matters. We consult on questions concerning the Clean Water Act, the Clean Air Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act, the National Environmental Policy Act, the Federal Insecticide, Fungicide and Rodenticide Act and corresponding regulations, among others. We provide ongoing services to energy companies, including negotiation of consent agreements for remediation of contamination, assistance with permitting issues, evaluation of spill reporting requirements, resolution of Notices of Violation, and application of the corrective action requirements.
We also assess the environmental and regulatory feasibility of expansion or modification of both natural gas and electric power projects. Our attorneys have expertise in assessing site issues, evaluating the implications of environmental indemnities or remediation obligations undertaken by both buyers and sellers, identifying required permits, including air, water and hazardous waste regulation, and arranging for the transfer of existing permits or obtaining required permits which are not transferable. We also have substantial experience in structuring and negotiating transactions to minimize environmental liabilities and in managing environmental due diligence reviews in connection with mergers, acquisitions, project financing, and securities offerings.
Jackson Walker attorneys have been actively involved in the development of emissions Cap and Trade programs for the Dallas and Houston nonattainment areas. In particular, consideration of existing technologies and considerations of offsets and emission specifications. Finally, Jackson Walker attorneys have represented clients in litigation over the regulation of withdrawals from the Edwards Aquifer and users of groundwater in matters involving groundwater district regulations. We have represented underground water conservation districts in hearings, rulemaking proceedings, litigation and various organizational matters and retail public utilities, including municipal utility districts, investor-owned utilities, cities, and non-profit water supply corporations, in various regulatory and rate matters. Energy projects often must resolve water supply issues that are politically controversial at the local level. Jackson Walker is ideally qualified to assist in the resolution of those issues.
Litigation
Jackson Walker's energy practice includes representing clients in litigation matters in both federal and state courts nationwide. Our energy litigation practice is one of the largest and most prominent in the United States. We represent clients in a broad range of energy-related litigation matters including commercial disputes, tort actions, trading disputes, royalty litigation, director and officer litigation, adversary proceedings in bankruptcy, actions under the Petroleum Marketing Practices Act (PMPA), multi-billion dollar nuclear power plant litigation, securities class actions, pipeline explosions, and breach of contract actions relating to master netting extensive and broad-ranging agreements.
The firm's experience has led clients to call upon Jackson Walker to handle their most crucial time-intensive litigation matters, such as hostile takeovers and "emergency" actions seeking to enjoin or avoid injunctions of business activities. Jackson Walker attorneys are routinely involved with the trial and appeal of cases of first impression, including disputes between parties to offshore deepwater operating agreements, pipeline or refinery releases/explosions, ground and surface water contamination claims, litigation under federal and state securities laws, intellectual property matters, and finance and lender liability claims.
In addition, our energy clients rely extensively on the firm's expertise in securities law, technology, construction, architects' and engineers' liability, and transportation litigation.
Intellectual Property
Our Intellectual Property attorneys have worked with many energy clients in providing licensing support and right to use clearance opinions for use of exploration, drilling, and production technologies throughout the world. We have extensive experience in supporting transactions involving the technical assets associated with all types of energy assets, including the transfer of intellectual property rights, the assignment of operating licenses, registration of licenses in foreign jurisdictions, lien registration and cancellation, indemnification relating to intellectual property rights and chain of title verification.
Jackson Walker attorneys have extensive experience in defining and protecting proprietary information, trade secrets and know how relating to energy assets and operations, and have worked closely with our clients in developing operating contracts for foreign and third-party operators, and non-disclosure, non-compete and non-solicitation agreements with employees, consultants and vendors, as well as tail-end termination agreements.
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