Sheppard Mullin’s Energy, Infrastructure and Project Finance team comprises over 50 attorneys, each highly trained in a particular legal discipline and having the requisite electrical power, oil and natural gas, and biofuels experience to understand our clients’ objectives. But it is our steadfast client-focused approach that sets us apart from other law firms and that is the reason some of the largest and most innovative energy industry players, including leading utilities, municipalities, independent power producers, commercial banks, equity and tax investors, EPC contractors and energy technology companies come to us for assistance on their most important energy related legal matters.
Project Development & Finance
Our Energy, Infrastructure and Project Finance team includes attorneys with deep domestic and international experience negotiating the commercial contracts and financing agreements relating to limited recourse financings for power, petrochemical, infrastructure, natural resources and other projects. Our attorneys have led the negotiation and documentation of multibillion-dollar projects and five million dollar projects, and we understand how the fundamental principles of project finance need to be applied differently in both extremes and those in between. We have earned a reputation in the industry as being strong advocates, capable “project managers” and skilled drafters who produce documentation that can be understood even by non-lawyers not present during the negotiations. We assist with all stages of a project’s development and financing, including real estate transactional matters, land use and entitlements, environmental permitting, EPC agreements, feedstock or fuel supply agreements, offtake agreements, tax matters, flip partnership agreements, and, of course, credit agreements and security documents.
Environmental, Entitlements and Land Use
Environmental concerns factor closely into energy policy, particularly as the U.S. and other industrialized countries restrict emissions and promote energy efficiency and sustainability. Our energy attorneys understand the relationship between energy and the environment, and are leading experts in the environmental issues involved in the siting, permitting, and operation of power and oil & gas facilities, including air quality, water quality, hazardous substances, land use, compliance and regulatory issues.
We develop and implement strategies for project licensing and permitting, including assisting in the preparation of environmental studies, impact reports and data statements, preparing and processing applications to the Energy Resource and Development Commission, the Public Utilities Commission and various local air quality management districts, as well as obtaining the necessary licenses, permits and approvals from numerous federal, state and local agencies such as the Army Corps of Engineers, the U.S. Fish and Wildlife Service, the U.S. Department of Interior ("BLM"), state Fish & Game Commission, the state Coastal Commission and local planning and pollution control agencies.
Litigation
We represent public utilities, independent power providers, midstream and downstream transportation fuel suppliers, industrial companies and more on high-stakes disputes concerning contractual performance and third party liability. Our recent and current work includes complex environmental and tort litigation arising out of contamination and related claims; representation in a high-profile litigation involving the owners of a nuclear power generating station and the manufacturer of a failed steam generator; representation of a wind project developer in an approximately $50 million power purchase agreement dispute; and representation of the nation’s largest natural gas distribution company against 18 lawsuits brought by insurers, governmental entities and landowners alleging tort and inverse condemnation claims in connection with southern California wildfires.
Engineering, Procurement and Construction
Our Energy, Infrastructure and Project Finance team team includes members of the firm’s nationally renowned construction practice. We frequently advise developers, contractors, and financing parties on all aspects of engineering, procurement and construction (“EPC”) contracts, from the negotiation of such contracts to the enforcement of rights in mediation, arbitration, litigation and related appeals. Our attorneys have represented clients in EPC agreement negotiations and related disputes across the full range of project types, from major natural gas fired facilities and nuclear facilities, to utility scale and distributed generation renewable energy projects.
Corporate, Mergers & Acquisitions and Strategic Alliances
Our attorneys counsel clients on the structure, negotiation and documentation of agreements relating to the joint ownership of business organizations that develop, own, and operate energy projects, including joint ventures, contribution agreements, shareholder agreements, tandem structures, securities offering documents, federal and state securities law compliance and equity take out arrangements. We also advise clients on acquisitions of energy projects and portfolios of energy projects, sales, workouts and restructurings, including structuring and negotiating the underlying transactions and performing due diligence.
Intellectual Property
The intellectual property attorneys on our energy team advise clients from major utilities to startups on their intellectual property needs. We help clients develop, plan and protect their intellectual property portfolios by carefully reviewing their innovations and the state of art in the corresponding field, and then by crafting a strategy to maximize the strength of our clients’ IP position. Our work includes the filing of patent and trademark applications, the prosecution of applications through the Patent and Trademark Office, and the ongoing maintenance and protection of intellectual property assets.
Tax
The government’s prerogative on stimulating investment in conventional energy resources and energy efficiency and clean technology often takes the form of tax relief and incentives. Our tax attorneys advise on the myriad of tax planning matters related to energy projects including advice on structuring equity investments for the monetization of investment tax credits or production tax credits, special allocations in partnership arrangements, implementing tax advantaged financing and acquisition techniques, sales tax issues, real estate tax issues and international tax planning.
Climate Change and Clean Technology
Many of our Energy, Infrastructure and Project Finance team attorneys are based in California and regularly assist regulated entities that are responding to the challenges and emerging businesses that are responding to the opportunities of doing business in the world’s largest economy with legally binding economy-wide greenhouse gas emissions reductions targets. We have clients who are large emitters that are seeking to minimize compliance costs; and we have clients who seek to invest in new technologies or financial products to capitalize on the new opportunities that have been created or will be created by the policy response. To help clients address the myriad of business interests affected by greenhouse gas (GHG) regulation and mandated emissions reductions, Sheppard Mullin has developed a multidisciplinary climate change and clean technology team. The categories of climate change representation where we are most active are outlined below.
Carbon Projects and Trading
We help clients enter and participate in global carbon markets, advising them on participation in emissions trading in North America, Latin America, Europe and China. Companies turn to us to create, acquire and sell emission offset and emission reduction credits and acid rain allowances under the United States Clean Air Act, SCAQMD RECLAIM and other new source review and air credit programs. Companies not subject to regulatory emission reduction obligations seek experience, skills, contacts and other benefits from reducing or offsetting their greenhouse gas emissions. Many carbon reduction projects create viable, diversified investment opportunities, particularly for energy and electric generating companies.
Policy Monitoring, Rulemaking and Advocacy
Early involvement and advocacy in GHG program rulemakings can make a critical difference in future cost-effective compliance. We monitor international, national, state, and local climate change policy, legislative and regulatory developments, and advocate our clients' position on developing legislation and regulation.
Regulatory Compliance
We help clients comply with the numerous laws and regulations mandating GHG emission reductions on the state and federal levels, including California's Global Warming Solutions Act, the Northeast and Mid-Atlantic Regional Greenhouse Gas Initiative, and the Western Climate Initiative (WCI). We also have experience with environmental rulemaking, regulatory compliance and enforcement at all levels of government and in all air pollutant control and air credit trading programs.
We represent clients before local, state and federal environmental air agencies such as the South Coast Air Quality Management District ("SCAQMD"), the Bay Area Air Quality Management District ("BAAQMD"), the California Air Resources Board ("ARB"), the United States Environmental Protection Agency ("EPA"), the state utility and energy commissions and the Federal Energy Regulatory Commission as counsel to industry consumer coalitions. We assist with contracting for energy and fuel sources and developing alternative energy source strategies. We are experienced in predecessor air credit trading programs such as the SCAQMD's RECLAIM and EPA's acid rain trading programs, which are being emulated in development of GHG environmental programs.
Commitment to Sustainability
Sheppard Mullin is committed to assisting companies that develop or implement solutions to the tensions that the modern economy places on the environment; and we are committed to reducing the environmental impact of our own operations. We are a member of the Law Firm Sustainability Network and we have developed a sustainability program mirroring many of our clients’ internal programs. In addition, we provide pro bono legal services to organizations that support sustainable development and who would otherwise not have access to professional legal support.
