Energy & Infrastructure

Morgan Lewis has deep ties to the electric power sector, with some client relationships dating back more than 100 years. Our current power industry clients include developers, public utilities, private equity and institutional investors, lenders, engineering and construction firms, and equipment manufacturers. Our global capabilities include handling energy and power-related infrastructure project financings ranging from small-scale distributed solar and waste-to-energy projects to 1,000+ megawatt combined cycle and nuclear generation facilities.

We have represented clients in major public and private company mergers and acquisitions, ranging from small single-asset acquisitions to large portfolio acquisitions, with experience in creating tax-efficient structures.

Development and Financing

We have an industry-recognized practice in matters involving the development and project financing of conventional power and associated infrastructure projects. Our representations range from independent power producers and small developers to conventional large-scale utilities and large institutional investors. We have worked on small- and large-scale projects involving a wide variety of technologies and arrangements—from contracted projects to merchant-based plants—in all major energy markets around the world. We advise borrowers, project sponsors, and equity investors, as well as lenders, and we have played a lead legal role on high-profile power projects and related infrastructure development.

Our lawyers have experience in all facets of the development of energy and infrastructure projects, from greenfield and brownfield development to the expansion of existing facilities at an operating plant or refinery. Our development activities include representing sponsors, investors, off-takers or owners of capacity, fuel suppliers, and contractors for both onshore and offshore projects. We are particularly active in the development of US and global renewable projects, including solar and wind, as well as traditional electric power generating projects, refineries, and LNG liquefaction and regasification projects, and associated infrastructure, such as electric transmission, gas pipelines, and grid interconnection facilities.

Regulatory

Our lawyers represent clients, including electric utilities, generating companies, transmission entities, power marketers, and others in the electric power industry, before US agencies such as the Federal Energy Regulatory Commission (FERC), the Commodity Futures Trading Commission (CFTC), state public service commissions, and state and federal courts.

We have experience in rate cases, tariff design and implementation, interconnection agreements, regulatory compliance, administrative litigation, prudence proceedings, default service procurement, and certificate proceedings. We have advised on electric market restructuring and counsel clients on a range of retail and wholesale market issues. We help our clients anticipate and address the novel issues associated with increasing distributed generation, microgrid development, and energy efficiency and storage.

We guide our clients through every stage of government and regulatory audits and investigations. While we work to find a mutually acceptable solution for both the regulatory agency and our client, if the need arises, our lawyers advocate for our client in ensuing litigation, enforcement actions, or court challenges. We also partner with clients in reliability-related investigations and audits to identify and resolve compliance issues.

We offer clients the full range of services related to compliance with the North American Electric Reliability Corporation (NERC) and its Reliability Standards, including representing client interests during the standards development process, defending clients in compliance enforcement proceedings, and providing Reliability Standard compliance advice. We also advise on cybersecurity issues, conduct internal audits and compliance reviews, address reliability concerns unique to nuclear generators, and improve reliability awareness across energy and conventional power infrastructure assets.

Mergers, Acquisitions, Dispositions & Corporate Restructurings

We blend our regulated electric business knowledge with diverse business and finance, antitrust, employment, and other relevant experience to advise clients as they evaluate existing business structures. The team counsels clients on the advantages of mergers, acquisitions, and other transactions and structures, including the divestiture or reorganization of assets. We advise on regulatory structuring, energy investment regulatory matters, and energy project and investment portfolio management questions.

We have handled numerous mergers, acquisitions, and divestitures for an array of energy and infrastructure projects around the world, both at the asset level and as part of larger corporate transactions. We have experience in auction and negotiated sales for both buyers and sellers, and our teams are well versed in both seller and purchaser due diligence for energy and infrastructure acquisitions and divestitures.

Morgan Lewis’s market-leading nuclear energy practice represents governments and businesses as they seize opportunities in the nuclear sector. Collaborating across our global offices, we assist our clients with a full array of regulatory, litigation, and transactional needs.

Our lawyers represent companies across the spectrum of nuclear regulatory and adjudicatory matters, such as the acquisition of nuclear facilities, the reorganization of nuclear assets, and associated infrastructure supporting nuclear projects. We rely on our informed command of the interplay between commercial and regulatory considerations in the transfer of licenses under US or non-US regulatory regimes to resolve specialized tax problems, antitrust questions, insurance issues, and complex employment and labor relations issues. We also are active in negotiating engineering, procurement, and construction contracts (EPC) on behalf of new plants.

We work closely with clients on all aspects of new reactor projects, and we help clients in developing nations comply with the legal regulatory framework for nuclear projects.

Similar to conventional and renewable power project development, we assist clients with joint ventures, power purchase agreements (PPAs), greenfield development, repowering and new financing and tax strategies in connection with nuclear projects, helping clients stay ahead of the market with transactional work for the emerging new generation of nuclear power plants. We also assist clients seeking to power data centers, providing strategic legal guidance on navigating energy regulations, negotiating contracts, and developing innovative solutions.

New and Advanced Reactors

Our experience in the new reactor space includes obtaining approvals for new nuclear power plants in first-of-their-kind regulatory proceedings. Our specialized understanding of the new reactor processes and experience with generic design approval and new project licensing make us uniquely qualified to help clients obtain approvals in connection with existing or new nuclear power plant projects. Our skill set extends to emerging nuclear technologies, such as small modular reactors (SMRs) and other advanced reactors, where we advise clients on a broad range of legal issues.

Current Nuclear Plant Regulation & License Renewal

We counsel nuclear utilities on nearly every aspect of nuclear licensing, regulation, and related investigation, enforcement, and adjudicatory matters. Clients turn to us for guidance on recovering from regulatory-imposed shutdowns and negative ratings from regulators. Our lawyers conduct investigations for clients and defend them when needed. We also assist with license renewals for existing reactors—to date, we have represented more than half of all license renewal applicants in the United States.

Enrichment & Fuel Cycle

We represent a diverse group of companies involved in uranium recovery, enrichment, and the manufacture and transport of finished fuel products. Academic institutions and manufacturing and healthcare companies that use radioactive materials also call on our services.

Nuclear Waste Management & Decommissioning

Morgan Lewis has successfully handled some of the industry’s most challenging radioactive waste management, decontamination, and decommissioning issues. We assist clients with choosing and implementing project models for performing decommissioning, negotiating commercial agreements, and developing decontamination and decommissioning plans. We also counsel on financial assurance requirements for decommissioning liabilities, and we have experience with trust agreements, investment management arrangements, compliance issues relating to investments, and the tax treatment of decommissioning trust funds.

Safety Culture, Work Environment & Whistleblower Issues

Our experience has taught us that a company’s safety culture, work environment, and whistleblower issues are best addressed proactively and comprehensively. To this end, we offer clients strategic capabilities and sophisticated counsel in the following areas:

• Safety and compliance culture, safety-conscious work environment (SCWE), and employee concerns programs
• Internal reviews and government investigations involving allegations of retaliation, “chilling effect,” and other types of wrongdoing
• Whistleblower retaliation litigation and enforcement proceedings, including private and government-sponsored mediation
• Manager, supervisor, and staff training on safety culture, SCWE, and preventing whistleblower retaliation
• Management and executive counseling on emerging safety culture, compliance, and SCWE issues

Regarding proceedings involving alleged whistleblower retaliation, our lawyers assist companies conducting business in the energy industry across the United States with allegations of retaliation brought under various federal energy and environmental statutes, including the following:

• Energy Reorganization Act of 1974 (ERA), 42 USC 5851
• US Department of Energy Contractor Employee Protection Program, 10 CFR Part 708
• Clean Air Act (CAA), 42 USC 7622
• Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 USC 9610
• Nuclear Regulatory Commission Employee Protection Regulations, 10 CFR 50.7
• Pipeline Safety Improvement Act (PSIA), 49 USC 60129
• Safe Drinking Water Act (SDWA), 42 USC 300j-9(i)
• Toxic Substances Control Act of 1976 (TSCA), 42 USC 2622
• Solid Waste Disposal Act of 1976 (SWDA), 42 USC 6971

Export Controls

Morgan Lewis routinely counsels US companies on US Nuclear Regulatory Commission (NRC) export and import control restrictions. We also advise on US Department of Energy (DOE) export control requirements, as well as related US Department of Commerce requirements.

Price-Anderson Act

Our team has in-depth knowledge of the Price-Anderson Act and a nuanced understanding of its substantive and procedural aspects, its implementing regulations, and related insurance coverages.

We advise clients on coverage under Price-Anderson and related private sector insurance for nuclear liability claims resulting from radiological incidents and nuclear energy hazards, including but not limited to NRC licensees and DOE contractors. We also counsel on the impact of Price-Anderson to companies outside the nuclear energy industry and universities that handle radioactive materials that pose a risk of nuclear liability. Additionally, our litigators collaborate closely with our nuclear energy team to defend radiation toxic-tort cases and pursue claims for indemnification from nuclear hazards under Price-Anderson. Our lawyers also advise on the interplay between Price-Anderson and international treaties covering nuclear liability for third parties.

In addition, because Price-Anderson establishes the basis for much of the DOE’s nuclear safety enforcement regime, independent of its basis for providing nuclear liability coverage, we advise DOE contractors on self-assessments and corrective action programs that meet the DOE’s expectations and nuclear safety requirements. We also assist companies in investigating and defending against DOE enforcement actions and loss of fee awards.

Nuclear Propulsion

The development and use of nuclear propulsion can reduce greenhouse gas emissions from large diesel-powered cargo vessels and shorten the travel time to Mars to just a few months. This is not science fiction—it is innovation and investment in next-generation nuclear technology at work, encompassing nuclear thermal propulsion, advanced fission reactors, fusion reactors, SMRs, and more.

Our lawyers’ expansive knowledge of the nuclear industry transcends the energy industry, as clients increasingly look to us to help them navigate the legal challenges tied to nuclear propulsion for commercial marine vessels and spacecraft.

We enjoy the challenges posed by novel technologies and new industries, such as those being applied to nuclear propulsion development and utilization. We thrive on collaboration, combining diverse elements of our firm’s deep bench of lawyers in new and creative ways. Our work on behalf of clients in this space includes analyzing regulatory issues, helping clients protect their intellectual property, assisting with government contracts and funding issues, an advising on international trade and classified information.

We regularly work with the following departments and agencies, among others:

• National Aeronautics and Space Administration
• US Department of Commerce
• US Department of Defense
• US Department of Energy
• US Department of Justice
• US Environmental Protection Agency
• US General Accountability Office
• US General Services Administration
• US Nuclear Regulatory Commission

Our oil and gas team provides customized, interdisciplinary representation to efficiently and cost effectively address client needs and partners with our clients to develop innovative business solutions to ongoing challenges.

Morgan Lewis has a global reputation in upstream, downstream, and midstream oil and gas work, including the development and financing of upstream and midstream projects, with a focus on LNG projects. We have worked on the financing of LNG liquefaction projects, pipelines, storage and transportation infrastructure, refineries, and petrochemical plants, among others, advising both borrowers and lenders (commercial lenders, insurance companies, investment banks, export credit agencies, multilateral lenders, development banks, and other financing institutions).

Regulatory

We represent a wide array of oil and gas companies before FERC, CFTC, DOE, and other US government agencies.

Our dedicated FERC team counsels on regulatory, compliance, and transactional issues arising under the Natural Gas Act (NGA), Natural Gas Policy Act, and Interstate Commerce Act (ICA). We also participate in FERC generic rulemaking proceedings involving policy changes affecting the oil and gas industry. We advise clients on certification of new natural gas pipelines and storage facilities, ratemaking, and tariff design. We also represent shippers in NGA Section 4 pipeline rate cases and tariff matters, litigating NGA cases at both the trial and the appellate levels. Additionally, we counsel on FERC’s capacity release regulations and assist clients with obtaining waivers from FERC’s regulations.

Our CFTC team advises on compliance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Commodity Exchange Act. We also help clients develop internal regulatory compliance programs, conduct employee training, and audit their internal regulatory compliance programs, and we represent clients in formal and informal investigations and audits by FERC’s Office of Enforcement and the CFTC’s Division of Enforcement.

We advise clients on DOE authorization to export LNG and FERC authorization to construct, own, and operate liquefaction and export facilities. We also negotiate LNG throughput agreements and related terminal use agreements, as well as gas supply and transportation arrangements to LNG facilities.

Oil and gas clients using radioactive or nuclear byproduct material in field equipment (e.g., industrial radiography, level detectors, flow meters, densitometers, well logging, moisture density gauges, and similar equipment) also benefit from our counsel on NRC and Agreement State regulatory issues. We assist clients with licensing, license transfers, regulatory reporting and compliance, security and transport, nuclear antiretaliation laws and policies (including SCWE issues), decommissioning, internal and government investigations, and enforcement actions.

Our lawyers handle matters involving the negotiation of gas supply agreements using both North American Energy Standards Board contracts and bespoke agreements, pipeline precedent agreements and related negotiated rate contracts, transportation service agreements for both gathering and interstate pipelines, complex asset management agreements, and interconnection agreements. With respect to ICA pipelines, we handle transportation service agreements and terminal storage agreements. We also provide guidance on supporting infrastructure needed for pipeline and terminal operations,

We partner with clients to identify the scope and magnitude of the risks associated with potential acquisitions, providing regulatory risk assessments to determine how best to handle the regulatory matters at play. We also help clients integrate separate entities’ compliance programs by identifying noteworthy differences, assessing the pros and cons of alternate approaches, determining integration options, and recommending a course of action to achieve successful compliance integration.

Refining & Petrochemicals

Morgan Lewis handles both new-build and upgrade projects in the refining and petrochemical fields, including work on crude oil refineries and ammonia, methanol, polyethylene, polypropylene, and other plants. We draft and negotiate front-end engineering design (FEED) contracts; EPC contracts; and engineering, procurement, and construction management (EPCM) contracts; as well as technology licenses, feedstock contracts, and product sales agreements.

We also handle project structuring, land use, and environmental and other permitting. In addition to handling permitting work during plant construction, our environmental practice advises on enforcement actions and other issues that may arise during plant operation.

Morgan Lewis lawyers help utilities, project developers, investors, energy service providers, and commercial energy users pursue the increasing opportunities created by new energy policies and technologies and meet evolving regulatory requirements.

New and established companies alike call upon our lawyers in the United States and around the world for advice on the following:

• Renewable energy project development and negotiation of PPAs
• Purchase, sale, and financing of renewable energy projects
• Development and integration of distributed generation
• Renewable energy credit procurement
• Commercial agreements for energy-efficiency retrofits and energy-management systems
• Demand response programs for maximizing value in energy reductions
• Regulatory compliance, including utility energy-efficiency programs, securities laws, and climate-related disclosures
• Permitting and environmental issues
• Real estate and land use, including green building issues
• Understanding and reducing environmental impacts

Onshore & Offshore Wind

Our lawyers are involved in the legal, regulatory, and business undertakings and leading transactions that shape the wind energy industry. We represent developers of generation and transmission projects, equipment manufacturers, investors, lenders, and power purchasers. Our lawyers advise clients on debt and equity financings and mergers, acquisitions, and other corporate transactions. We also counsel clients on the legal aspects of wind turbine technology development, manufacturing, and sales.

We work with wind sector clients on EPC contracts, turbine purchase and sale agreements, installation contracts, warranty agreements, operations and maintenance agreements, power purchase contracts, and interconnection agreements. We also counsel on land use and acquisition matters, including easements, ground leases, rights over federal and state lands, and transmission rights-of-way needed for infrastructure. We engage with local, state, and federal agencies to secure necessary permits and ensure compliance with environmental and land use laws.

Solar

Morgan Lewis represents clients shaping the solar power industry—from developers of generation and transmission projects to equipment manufacturers, investors, lenders, and off-takers. We provide strategic counseling to solar energy project developers, assisting clients in the full range of project development and finance issues. We advise clients on PPAs, equipment purchase and sale agreements, real estate and permitting (including federal lands and environmental compliance), transmission access, interconnection agreements, and all phases of debt and equity financing, tax structuring, and joint ventures.

Our work with investors in utility-scale and distributed solar project portfolios includes customized diligence, comprehensive corporate advice, and negotiation of acquisitions and financing arrangements. We pride ourselves on creating new opportunities for our clients operating in the solar sector—in the United States and around the world.

We advised several leading utilities on their first procurements of solar energy and solar energy credits. Our lawyers have counseled on many issues of first impression under renewable portfolio standards and now advise on the evolving rules governing distributed generation, energy efficiency, and demand response.

For solar equipment manufacturers, we design solar equipment supply agreements and warranty programs for both utility-scale and rooftop projects.

For retail customers that plan to invest in distributed generation, we advise on negotiating  PPAs and energy savings agreements, as well as on the overall benefits and risks associated with developing energy technologies and markets.

We regularly assist clients with developing, financing, operating, and managing energy storage projects. We have advised on the development, financing, acquisition, and construction of numerous electric energy storage projects, including flow and lithium-ion battery storage, pumped-hydro storage, and behind-the-meter and in-front-of-the-meter energy storage, as well as stand-alone energy storage and energy storage coupled with wind, solar, or gas-fired generation. Our work also involves the supporting infrastructure required for energy storage integration.

Morgan Lewis’s global energy industry team plays a central role in helping our clients diversify their portfolios and achieve net-zero goals by investing in innovative carbon management technologies such as renewable natural gas, clean hydrogen, responsibly sourced natural gas, carbon capture and storage, and other greenhouse gas emissions–reducing technologies.

We are at the forefront of the energy transition, assisting clients around the globe as they adapt to a changing climate; heightened environmental, social, and governance (ESG) requirements; an increasing demand for sustainable energy; and the fast pace of technological innovation.

Our global energy team represents developers and sponsors in their most complex energy projects, from inception to completion. We partner with our clients to develop, finance, commercialize, and deploy novel, innovative energy projects designed to decarbonize their businesses. 

The water supply industry is undergoing dramatic structural change as providers work to replace aging infrastructure, meet evolving drinking water standards, and develop new supply sources. Our team provides comprehensive service to water supply sector businesses to help them navigate these changes.

Our background includes transactions, water utility securities, and economic and environmental regulatory issues, as well as industry-specific labor and employment matters.

We represent investor-owned companies, municipal water systems, domestic and overseas corporations involved in outbound and inbound investment, and other water industry businesses.