Global economic growth demands reliable supplies of energy. As both a key underpinning of modern society and a basic consumer good, energy is an inherently challenging and political business. The effect of market forces and impact of politics can be more pronounced, and more immediate, than in many businesses.
Against this backdrop, large-scale exploration, development, transportation, generation, and distribution projects compete for the allocation of capital on a global scale. Clients with interests in oil and gas, electric, nuclear, and renewable energy call on our Chambers-ranked energy team to navigate the complex mix of global markets and regulation across six continents.
The history of energy is a volatile one, as markets shift under the pressure of extreme price swings, technology breakthroughs, geopolitical stresses, and environmental change. Yet from risk emerges opportunity: the possibility of making new discoveries, developing new markets, expanding value in existing businesses, and accessing new sources of capital.
Named the U.S. News & World Report - Best Lawyers' 2016 Law Firm of the Year for Energy, our team serves the electric power sector (conventional, nuclear, renewable, including wind and solar, and transmission), the oil and gas sector (upstream, midstream, and liquefied natural gas, refining, and petrochemicals), the water industry, and financial institutions, investment funds, project developers, state-owned enterprises, and public-private partnerships in the energy sector.
Our global energy practice is renowned for its work on multibillion-dollar energy transactions. Often involving multinational investment, first in country, or sector undertakings or novel structures, these deals encompass the development, financing, acquisition, and divestiture of both conventional and unconventional resources. Every major transaction is supported across disciplines by our corporate, regulatory, tax, environmental, antitrust, litigation, labor, employment, and benefits lawyers.
Morgan Lewis lawyers also have experience addressing and resolving the most complex energy regulatory issues across all spectra of the energy universe. By way of example, in the nuclear energy arena we helped obtain the first design certification, early site permit, and combined nuclear operating license ever issued in the United States and continue to address daily ongoing operational issues across the current US fleet of commercial reactors. Our distinguished electric energy lawyers help clients anticipate and negotiate complex regulatory issues in the areas of compliance and enforcement, audits and investigations, regional markets, reliability and cybersecurity, and corporate restructuring alternatives. In the oil and gas arena, our lawyers work with regulated and unregulated clients to develop innovative business solutions to ongoing challenges in regulation, including certification of new LNG facilities, exports and imports, ratemaking, tariff design, investigations, regulatory compliance, and trial and appellate litigation.
Our energy practitioners also handle high-stakes commercial disputes in courts throughout the United States. Globally, our team represents industry clients in international arbitrations, alternative dispute proceedings, anticorruption, sanctions, export/import issues, and high-profile government and internal investigations.
Our energy lawyers develop customized legal and business strategies across the full spectrum of the electric utility universe (conventional, nuclear, renewable, and transmission) to help these businesses succeed in a sector undergoing rapid change. We understand that competitive markets and sector structures continue to evolve, that reliability issues and standards are top of mind, and that federal regulators have enhanced oversight and enforcement powers.
As they navigate the emerging opportunities, risks, and complexities of competition and regulation, our clients have access to a legal team capable of addressing commercial, transactional, regulatory, and litigation matters simultaneously. Our transactional lawyers advise on project development, financing, acquisition, and divestiture of companies and on projects of all sizes. Every transaction is supported across disciplines by our corporate, regulatory, tax, environmental, antitrust, and labor and employment lawyers. We help clients anticipate and negotiate complex regulatory issues in the areas of compliance and enforcement, audits and investigations, regional markets, reliability and cybersecurity, and corporate restructuring alternatives. While it is our goal to help clients avoid litigation wherever possible, our cross-office team collaborates to litigate high-stakes commercial and regulatory disputes in the major US and international venues.
In the United States, our sector-leading energy regulatory lawyers work with clients on federal and state regulation; compliance programs; audits, investigations, and enforcement actions; capacity and energy markets; transmission structures; reliability and cybersecurity; and corporate restructuring alternatives. We routinely counsel clients with respect to federal and state regulatory approvals in connection with acquisitions, divestitures, changes in control, financings and other developments. Our understanding of the evolving electric sector positions us to guide our clients' development of commercial, regulatory, and litigation strategies that address the emerging demands, risks, and complexities of the sector.
Morgan Lewis assists developers of new transmission facilities with financing and organizational structuring challenges, tax issues, federal and state regulatory requirements, and permitting challenges before a range of federal, state, and local authorities. We also handle complicated business, regulatory, and operational issues inherent in sales, spin-offs, and transfers of control to regional transmission operators of existing transmission facilities and systems.
Our electric energy lawyers also represent clients in reliability-related investigations and audits. We assist clients in identifying compliance issues as well as help them resolve these issues quickly and efficiently. We represent clients on these matters before FERC, North American Electric Reliability Corporation (NERC), and the eight Regional Entities, including throughout the investigations that often follow bulk electric system disturbances. Our lawyers have been involved in the creation and establishment of the reliability regime administered by NERC and, more recently, in the creation and establishment of the cybersecurity and physical security standards administered by NERC. We offer a full range of services including: shaping CIP Standards and NERC rules, defending compliance enforcement proceedings, providing compliance advice, advising on cybersecurity issues, conducting internal audits and compliance reviews, addressing reliability concerns unique to nuclear generators, and improving reliability awareness.
We blend our knowledge of the regulated electric business with experience in corporate, project finance, traditional and private funds, antitrust, employment, and other relevant specialties, advising clients as they evaluate existing business structures and explore the advantages of mergers, acquisitions, and other transactions and structures, including the divestiture or reorganization of assets. We advise on technical diligence relating to power purchases and sales, regulatory compliance, fuel supply, and fuel transportation. We also advise on regulatory structuring, special regulatory requirements applicable in bankruptcy and default situations, lawful avoidance of regulatory jurisdiction, energy investment regulatory matters, and energy project and investment portfolio management questions. We regularly counsel private equity fund managers, advisers, and general and limited partners on regulatory structuring matters. In the last several years alone, Morgan Lewis energy lawyers have counseled transactions involving transmission development, expansion, and extension projects, and in substantially more than 150 merger, acquisition, divestiture, and related proceedings involving energy assets in every region of the country and in every electricity asset class. Morgan Lewis lawyers also have been counsel to parties in most of the significant electricity and gas sector bankruptcies in the last decade.
The Morgan Lewis global energy litigation service is a large and diverse legal team that includes former regulatory agency lawyers and lawyers serviced in courtroom and agency proceedings. We provide our energy sector clients with the ability to negotiate or litigate with precision. Our work for electric power sector participants includes international arbitrations, construction litigation, power purchase agreement and structured markets litigation, corporate investigations, whistleblower litigation, mergers and acquisitions litigation, government contracts litigation, environmental litigation and toxic torts, and shareholder and customer class action litigation.
Our market-leading nuclear service represents governments and businesses as they seize opportunity from the nuclear sector’s current worldwide renaissance. Working in collaboration across our global offices, we assist our clients with the full spectrum of regulatory, litigation, and transactional needs.
Our lawyers are versed in US and international requirements covering new plants, power plant projects and transactions, plant regulation, nuclear liability issues, and all aspects of the nuclear fuel cycle, from uranium mining, enrichment, fabrication, and transport to nuclear waste management, decommissioning, and disposal.
When high-stakes lawsuits arise, our litigation team employs in-depth knowledge of nuclear regulatory issues, technology, and sector services to steer our clients to a quick resolution with limited cost.
Our business, corporate, and transactional lawyers focus on enabling our clients to optimize and realize the full value of their nuclear assets through a range of commercial transactions and related tax, antitrust, and complex labor and employment matters.
Morgan Lewis is helping a number of governments and businesses position themselves to take full advantage of the growing demand for nuclear services. We helped obtain the first design certification, the first early site permit (ESP), and the first combined operating license (COL) ever issued by the U.S. Nuclear Regulatory Commission (NRC). We subsequently have assisted other applicants in obtaining additional ESPs and COLs, and we continue to assist the first COL holders with legal and regulatory issues during the construction of new nuclear plants in the United States. Our lawyers are also assisting in reinitiating the licensing of formerly deferred plants. In the UK, we assisted in the successful application for the first nuclear site license. We also help clients in developing nuclear countries to establish and comply with the legal and regulatory framework for nuclear projects, as well as advise on issues of site selection and characterization, licensing and permitting, transport of nuclear material, developing policies, and strategies and compliance procedures.
Even as Morgan Lewis assists the sector in preparing for new power plants, intrusive regulation of current plants continues. We counsel nuclear utilities on every aspect of nuclear licensing, regulation, and related investigation and enforcement matters. We offer guidance to nuclear clients in their efforts to recover from regulatory-imposed shutdowns and negative ratings from regulators. Our lawyers frequently assist in the defense and conduct of investigations and in the development of comprehensive recovery plans for utilities that confront major regulatory performance issues.
We also represent clients in the area of license renewal. We have played an active role in sector activities related to license renewal for more than 20 years, and our broad sector involvement informs license renewal strategies tailored to individual clients. To date, Morgan Lewis lawyers have represented more than half of all license renewal applicants in the United States in the regulatory, environmental permitting, agency adjudicatory, and federal litigation arenas.
We also participate—on behalf of utility clients and sector trade associations—in rulemakings and interactions with regulatory authorities on a range of generic issues, including such matters as decommissioning criteria, maintenance requirements, enforcement policy, reactor oversight processes, financial qualifications, foreign ownership, and export controls. These interactions allow us to provide our clients with critical "real-time" insight into evolving government policy and regulatory initiatives.
Morgan Lewis represents a large and diverse group of domestic and international companies in virtually every segment of the nuclear fuel business, from uranium recovery through enrichment to the manufacture and transport of finished fuel products. We also represent manufacturing companies, as well as healthcare and academic institutions, that use radioactive materials and are subject to regulation.
We represent uranium enrichment companies in the United States and have assisted companies in obtaining the necessary NRC licenses for these activities. We also represent fabricators of nuclear fuel on a range of domestic and international regulatory issues affecting their manufacturing and sales operations, including the only planned mixed-oxide fuel fabricator. Similar services have been provided by Morgan Lewis to several major European suppliers of nuclear fuel, enrichment, and related services.
Morgan Lewis has successfully handled some of the sector's most challenging radioactive waste management, decontamination, and decommissioning issues. We counsel clients regarding the financial assurance requirements for decommissioning liabilities and the management and tax treatment of decommissioning trust funds. We assist these clients in developing decontamination and decommissioning plans, and provide advice on governmental standards for radiological contamination and other licensing issues.
In 2007, Morgan Lewis was selected as lead regulatory counsel to the U.S. Department of Energy (DOE) in its application for a high-level waste repository at Yucca Mountain, Nevada.
We are also well placed to assist international clients in the UK decommissioning market. Our lawyers were closely involved with the reorganization of the sector following the enactment of the Energy Act in 2004 and the establishment of the Nuclear Decommissioning Authority (NDA) in 2005. We have a good working knowledge of the regulatory constraints in the NDA market and are fully conversant in the terms of the management and operation contracts in place with each of the site license companies and their related parent body agreements.
Morgan Lewis represents businesses in investigations involving claims of wrongdoing and defends our corporate clients, as well as their employees, in multiple forums, including the U.S. Department of Labor, the NRC, the DOE, the U.S. Department of Justice (DOJ), and state and federal courts. We investigate and defend such claims on behalf of many nuclear utilities and vendors across the nation. We have integrated the firm's litigation, white-collar defense, nuclear regulatory, and labor and employment law capabilities to provide effective defenses in "whistleblower" claims and related investigations. We also work closely with our OSHA team to assist our nuclear power sector clients in a wide variety of workplace safety and health issues, including handling agency investigations and enforcement actions and internal investigations, as well as compliance matters including issues involving safety culture and safety management. We also have experience in assisting our nuclear sector clients in navigating the different (and sometimes overlapping) enforcement authority of OSHA and the NRC in connection with workplace enforcement inspections.
We also counsel clients on reengineering and downsizing programs to help ensure compliance with laws that guarantee employees the right to raise safety concerns and to assist clients in developing management systems and training for responding to employee concerns. To minimize client exposure to such claims, the firm performs Safety Conscious Work Environment assessments and provides extensive counseling on the development of effective Employee Concerns Programs.
We provide management training designed to equip managers and supervisors with the basic tools and practical knowledge to detect and prevent retaliatory situations. Thousands of managers and executives within the nuclear sector, including those at numerous nuclear utilities, DOE prime contractors, the Institute of Nuclear Power Operators, and the DOE itself, have received this training.
In addition to representing clients in the commercial nuclear power sector, Morgan Lewis assists the DOE's largest contractors in an array of complex legal, regulatory, contractual, and operational issues, among them labor, employment, wage-hour, and employee benefits counseling; government contracts; environmental regulation; Price-Anderson enforcement support; and nuclear indemnity and liability matters.
Our litigators prosecute and defend some of the most far-reaching nuclear litigation in the United States. Our efforts representing US nuclear sector clients in damage claims against the federal government related to spent nuclear fuel disposal have led to multiple judgments in excess of $100 million in contested trials. We have also negotiated groundbreaking settlements yielding hundreds of millions of dollars in compensation for our clients. Our mass tort litigation and nuclear energy litigation teams represent companies facing radiation contamination, radiation exposure, personal injury, and property damage claims. We also litigate cases involving the diminution of property values allegedly stemming from nuclear power plant operations, nuclear fuel processing plants, uranium production, storage of nuclear waste, radium products, atomic weapons testing, and naturally occurring radioactive materials (NORM). In addition to our work drafting contracts for construction projects, our lawyers also manage complex litigation that may arise as a result of a project.
We represent companies in the acquisition and sale of nuclear facilities—including cross-border transactions—and in the reorganization of nuclear assets through the formation of operating and generating companies.
With a solid command of the regulatory and commercial considerations impacting commercial transactions, our lawyers assist clients with the transfer of licenses under the U.S. Atomic Energy Act, and with matters related to various import/export regulations and international treaties and conventions. We also focus on the resolution of specialized tax problems, as well as questions centered on antitrust, insurance, and employment and labor matters. Knowledgeable about the unique challenges associated with a nuclear workforce, including “deemed exports” of nuclear technology, our immigration team stands ready to handle the most sophisticated global workforce matters for our multinational clients.
We are active in negotiating engineering, procurement, and construction (EPC) contracts on behalf of new plants and other complex energy infrastructure projects around the world. With a firm grasp of both the regulatory and commercial issues involved, our integrated team of energy and commercial lawyers negotiates such contracts in the United States and also on behalf of multinational corporations. Our lawyers regularly draft and negotiate EPC agreements, EPC management and project management agreements, front end engineering and design agreements, engineering services agreements, technology and process licenses, equipment supply and construction agreements, and fuel supply and offtake agreements. We also advise clients on relevant import/export controls of nuclear material and technology transfer under the DOE’s Part 810 regulations.
Our global oil & gas practice has a long resume of multibillion-dollar transactions, often involving multinational investment, first-in-country or sector undertakings, or novel structures. These sophisticated and cutting-edge deals on six continents encompass the development, financing, acquisition, and divestiture of assets in:
We also assist clients in joint ventures, private placements, public listings and other methods of monetization. Every major transaction is supported across disciplines by our corporate, regulatory, tax, environmental (including climate change), antitrust, compliance (anti-corruption, trade sanctions, etc.), and labor and employment lawyers.
The firm’s clients in these transactions include integrated oil companies, state-owned entities, independent exploration and production companies, LNG developers, traders and importers, private equity funds, lenders, contractors, regulated gas utilities, refiners and retailers, marketers, natural gas storage developers, pipeline companies, gatherers, natural gas processors, distribution companies, and end users, among others.
Our broad contacts and deep knowledge of sector service come from, among other things, having chaired or served as drafting committee members for the Association of the International Petroleum Negotiators (AIPN) 1995, 2002, and 2012 Model Form International Operating Agreements; the 2006 Model Form Unitization and Unit Operating Agreement; and the 1992 Study and Bid Group Agreement.
We regularly negotiate and draft documents for client oil and gas projects in a number of languages, including English, French, Portuguese, Russian, and Spanish.
We represent all types of project participants, including sponsors, private equity investors, governments, offtakers (including utilities), and financial institutions. Lawyers on our team handle transactions in both mature and emerging markets, including work with export credit agencies and multilateral lending institutions, and we understand the different approaches that must be adopted. We work with our clients to ensure the suite of documents on any project operates effectively together and that risk is allocated in an appropriate manner. Our experience includes advising on joint venture agreements (both incorporated and unincorporated); Front End Engineering Design and engineering, procurement, and construction contracts; technology licensing agreements; tolling agreements; feedstock/fuel supply contracts; offtake contracts (including crude oil, gas, product, and LNG sales contracts); transportation agreements; and operating and maintenance agreements, as well as the full complement of debt and equity financing documentation.
We represent clients in mergers, acquisitions, and joint ventures throughout the energy sector and across the globe. Our clients range from the largest integrated energy companies to independent or “junior” oil and gas companies. We have experience, on both the buyer side and seller side, with single and multistage auction sales as well as negotiated sales. Our work includes major public company mergers as well as small single-asset acquisitions and disposals. Our scale means we can quickly assemble one of our deal-specific teams, which regularly work together and include lawyers who advise on the full range of specialist issues, including environmental, antitrust, CFIUS and other foreign investment laws, securities, finance, real estate, energy regulation, litigation, labor and employment, employee benefits, and executive compensation matters. As needed by our clients, our tax team reviews proposed structures for the most tax advantageous arrangements, including in the US like-kind exchanges and mixing-bowl structures, and our employee benefits team assists with transitioning personnel in a reasonable manner while structuring cost allocations favorable to our client. In cross-border transactions, we frequently review multijurisdictional antitrust and foreign investment requirements and, if applicable, conduct filings on behalf of our clients. We offer a full range of due diligence capabilities, including contracts, oil and gas, real estate, environmental, litigation, and others as applicable.
Morgan Lewis also has experience in energy regulation. In the United States, this includes experience in natural gas compliance and enforcement matters (including Federal Energy Regulatory (FERC), Commodities Futures Trading Commission (CFTC), and state agencies) and administrative and appellate litigation relating to rates, terms, and conditions of service. Morgan Lewis also helps clients considering an acquisition. We provide a risk assessment, determine how best to handle the risks identified, and help clients factor remaining risks into the final offer. We also help clients integrate the separate entities’ compliance programs by reviewing the relevant programs.
The Morgan Lewis global oil and gas litigation practice is a large and diverse legal team that includes litigators, international arbitrators, and environmental specialists. We provide our energy sector clients with the ability to negotiate or litigate with precision. Our work for oil and gas sector participants includes international arbitrations, construction litigation, regulatory and enforcement litigation (including acting before FERC, CFTC, the SEC, the DOJ and other key US agencies), corporate investigations, whistleblower litigation, mergers and acquisitions litigation, government contracts litigation, environmental litigation, and toxic torts. The subject matter of these disputes ranges from groundwater contamination claims to royalty and lease title disputes to major bet-the-company enforcement proceedings (including Deepwater Horizon).
Morgan Lewis has one of the leading teams working on renewable energy transactions and projects in the United States, and we are quite active in Asia, the UK, Europe, and the Middle East. Our partners have been working on wind energy project development, acquisitions, and financings for over 25 years and are among the early movers in the growing solar energy industry worldwide. Our lawyers are known as experienced practitioners with deep market knowledge in all phases of wind, solar, biomass, and other alternative energy projects.
We regularly represent developers, institutional and private equity investors, lenders and tax equity investors, and OEMs in utility scale wind and solar PV and solar thermal projects. We are known for our M&A practice in this sector at the project level and for whole portfolios and company M&A. We counsel clients on distributed generation projects and regularly advise on federal and state energy and environmental regulations, renewable energy power purchase agreements, interconnection and lease agreements, EPC contracts, O&M contracts, and all phases of debt and equity financing and tax structuring. Our securities lawyers are active, representing multiple clients in “Yieldco” public offerings in the renewables space, and we also help clients build strategic patent portfolios and provide advice and opinions regarding third-party intellectual property. Our clients also include leading utilities managing compliance with renewable portfolio standards and other regulatory requirements as well as retail companies seeking to invest in and procure renewable energy. Our renewable energy team is known for being part of an energy transactions service that is unique for its strength in multiple energy sectors and its connection to one of the nation’s leading energy regulation services.
Increasing public awareness and investor interest in climate change, energy conservation, and “life cycle” impacts have increasingly become matters of significant corporate policy and a growing priority for incorporation into business models. Our multidisciplinary team provides a broad range of corporate clients with creative, leading-edge advice on energy issues and compliance with new reporting standards on climate change and other sustainability issues.
Our lawyers also have experience in green building and sustainable development, including green leasing and Leadership in Energy and Environmental Design (LEED) certification. We have negotiated leasing provisions addressing energy efficiency retrofits and LEED compliance, advised on competitive electric supply contracts, and worked with clients entering into agreements for energy building management systems across multiple facilities.
We serve the needs of companies in every aspect of developing clean power and energy-efficient technologies, from emerging companies requiring comprehensive corporate guidance to mature companies and investors seeking to acquire, develop, or deploy clean technology strategies.
The water supply sector is undergoing dramatic structural change fueled by a greater focus on replacing aging infrastructure, meeting evolving drinking water standards, and developing new supply sources. Morgan Lewis offers businesses involved in the water supply sector comprehensive legal support—from matters involving transactions, water utility securities, and regulatory issues (economic and environmental) to sector-specific labor and employment matters.
Morgan Lewis represents an array of water sector clients, including investor-owned companies, municipal water systems, and both domestic and overseas corporations involved in outbound and inbound investment. Our experience includes some of the largest water utility mergers and acquisitions in recent years, including a $400 million purchase of water utility assets and a merger requiring the regulatory approval of 11 states.
Our lawyers also represent investor-owned companies, municipalities, and financial institutions in the issuance of water utility securities. In addition, our team has helped two publicly traded water companies develop innovative customer stock purchase plans. In the economic regulation arena, Morgan Lewis lawyers have represented investor- and municipality-owned entities in all aspects of rate application, complaint, and rulemaking for more than 50 years.