A leading provider of legal services to the energy industry, Morgan Lewis provides practical, thoughtful, and informed advice on some of the world’s most complex and significant energy transactions. With more than 100 energy lawyers operating in key energy and financial centers, we advise on project development and finance; mergers, acquisitions, and joint ventures; capital markets transactions; and regulatory and compliance issues.
Our coverage extends across the energy spectrum, from oil and gas to liquefied natural gas (LNG), petrochemicals and refining, and conventional and renewable electric power. We combine our transactional experience and industry and regional knowledge with the firm’s global resources in energy regulation, tax, environmental, antitrust, securities, and real estate matters to provide complete advice on critical issues facing the industry today, and to bring transactions to a smooth conclusion in an era of volatile markets and regulation.
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 understand the different approaches that must be adopted. We work with our clients to ensure that 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 (FEED) and engineering, procurement, and construction (EPC) contracts; technology licensing agreements; tolling agreements; feedstock and fuel supply contracts; offtake contracts (including power purchase agreements and 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 industry and across the globe. Our clients range from the largest integrated energy companies to independent or “junior” oil and gas companies and renewable energy start-ups. 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 that we can quickly assemble one of our deal-specific teams that regularly work together and include lawyers who advise on the full range of specialist issues, including environmental, antitrust, Committee on Foreign Investment in the United States (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 United States 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 full range due diligence capabilities, including contracts, oil and gas, real estate, environmental, litigation, and other matters as applicable.
Morgan Lewis has a global reputation in upstream and midstream oil and gas work. Our lawyers are deeply involved in the industry, and have chaired or served as drafting committee members for the Association of International Petroleum Negotiators (AIPN) in 1995, the 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. Our upstream work ranges from assisting with basic questions of dealing with mineral owners and governments (including lease and host government contract interpretation and royalty determinations), to joint operating agreement and joint venture issues, to unitization (in which we have a particular specialty), to field development. Field development may include fabrication, installation, and pipe-laying contracts; production handling arrangements; lifting arrangements and floating production, storage, and offloading (FPSO) charters for offshore facilities; and gathering, processing, and storage arrangements. In the midstream, we frequently draft and negotiate joint venture agreements (including limited liability and other entity forms) for construction, ownership, and operation of such systems; prepare gathering and processing agreements; and work on master limited partnerships and other monetization structures. We also assist with buying and selling interests in all of these operations. Our practice and experience span every major energy jurisdiction.
Morgan Lewis handles both new-build and upgrade projects in the refining and petrochemicals fields, including work on crude oil refineries and ammonia, methanol, polyethylene, polypropylene, and other plants. In the course of this work, we draft and negotiate FEED contracts, EPC contracts, engineering, procurement, and construction management (EPCM) contracts; and technology licenses, as well as feedstock contracts and product sales agreements; and assist with project structuring, land use, and environmental and other permitting. In addition to handling permitting work during construction, our environmental practice advises on enforcement actions and many other issues connected with these plants during operation, and our labor and employment practice has experience with US Occupational Safety and Health Administration (OSHA) issues as well as with unions, collective bargaining, and related matters. We also assist with buying and selling interests in all of these types of projects.
Morgan Lewis has a market-leading reputation in the LNG sector, founded on a deep understanding of the business based on years of experience representing clients in matters ranging from the development of liquefaction and regasification facilities to selling, trading, importation, and related regulatory issues. Our lawyers have worked on more than 20 different LNG liquefaction projects throughout the world, and have served or are serving as lead project counsel (or one of the lead project counsels) for eight greenfield LNG liquefaction projects. We are currently advising proposed sponsors on four different LNG projects in the United States—including the pathbreaking Cameron LNG LLC liquefied natural gas export project—as well as a project in the Caribbean and one in East Africa, and recently advised proposed sponsors on the Shtokman and Yamal LNG projects in Russia. We also have experience with LNG receiving terminals and the regulatory issues surrounding LNG imports. Our work has included negotiation of investment agreements with governments; drafting gas supply and LNG sales contracts, including free on board (FOB), delivered ex ship (DES), master sales, and unload and reload agreements); tolling agreements; EPC and EPCM contracts; FEED contracts; technology licenses; negotiation of project joint venture and shareholding arrangements (including for novel multitrain structures); regasification facility terminal use and gas offtake agreements; and project financing. Our team also has experience with the issues associated with LNG projects based on unconventional gas supplies. We pride ourselves on our understanding of the LNG business and apply this knowledge to assist our clients with project coordination, advance planning, and appropriate risk allocation.
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 experience includes 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 company mergers and acquisitions as well as all types of private company mergers and acquisitions ranging from small single-asset acquisitions to large portfolio acquisitions, with particular experience in tax-efficient structures. Our work includes:
Morgan Lewis represents clients shaping the wind power industry—from developers of generation and transmission projects to equipment manufacturers, investors, lenders, and offtakers. We advise on debt and equity financings and mergers, acquisitions, and other corporate transactions, and we assist with the legal aspects of wind turbine technology development, manufacturing, and sales. Our work with the wind sector involves EPC contracts; turbine purchase and sale agreements; installation contracts; warranty agreements; operations and maintenance agreements; power purchase contracts; and interconnection agreements. Our experience extends to land use and acquisition matters, including wind park easements, ground leases, rights over federal and state lands, and transmission rights-of-way. We also engage with local, state, and federal agencies to secure necessary permits and ensure compliance with environmental and land-use laws.
Morgan Lewis represents clients shaping the solar power industry—from developers of generation and transmission projects to equipment manufacturers, investors, lenders, and offtakers. We pride ourselves on our knowledge of the technical and commercial aspects of the business, and how a growing demand for solar energy in the United States and around the world is creating new opportunities for our clients. As a result, our lawyers have been involved in guiding our clients who are new entrants in emerging markets and helping them navigate the ever-changing regulatory environment in more developed business environments.
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 power purchase agreements, 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.
As counsel to utilities, we have advised several leading utilities on their first procurements of solar energy under the relevant regulatory regimes. For solar equipment manufacturers, we have designed solar equipment supply agreements and warranty programs for both utility-scale and rooftop projects. For retail customers investing in distributed generation, we develop agreements designed to ensure energy savings while also addressing the benefits and risks associated with developing energy technologies and markets.