Energy and Clean Technologies
The rapidly evolving energy market and clean technologies industry, and the increasing likelihood of comprehensive climate change legislation, pose both opportunities and challenges. Advancing technology, the proliferation of alternative energy and clean technologies, emerging climate change legislation and changes resulting from deregulation and “re-regulation” make it difficult to keep up. Ungaretti & Harris’ clients rely on our guidance and representation to guide them through all phases and ventures. Our multi-disciplinary team of energy and clean technology lawyers can provide you with comprehensive counsel and effective, integrated services.
We represent a wide range of energy and clean technology clients, including traditional oil and gas production companies, wind and solar companies, bio-fuels companies, power generation companies and next generation fuel, energy-storage, lighting and “green” building companies. We also represent angel and venture capital/clean-tech funds seeking to invest in such companies.
Formation and Startup
We thrive on launching new companies in the energy and clean-tech spaces. Our lawyers assist with all business and legal aspects of a new venture formation and launch, including tapping into our network of angel investors and funds to help secure financing. Each new venture poses unique challenges. With our broad experience and wide range of practice areas, Ungaretti & Harris can help to navigate potential pitfalls and contribute to the success of new ventures.
Finance & Investment
Our lawyers represent developers, operators, principals, financiers and lenders in all phases of financing a venture, including structuring and negotiating documentation for project financing for energy-related assets such as coal and gas-fired power plants, bio-fuel plants, district heating and cooling facilities, pipelines, wind and solar energy facilities, as well as tax-exempt financing for qualifying projects.
We also structure investment agreements, venture capital transaction documents, prepare private placement memoranda and advise issuers on securities laws when raising capital. In addition, we have extensive experience with utility company credit facilities, debentures and first mortgage bonds and have represented companies in the public offering of debt and equity securities registered under the Securities Act, sold in private placements and issued in connection with tax-exempt industrial revenue bonds.
If your company has international projects, we will work with our partners to coordinate your financing and investment needs, including addressing any tax-related matters to minimize any adverse tax consequences on such projects, including profit repatriation.
Mergers and Acquisitions
Ungaretti & Harris handles all aspects of purchases and sales in whatever form or structure they take, including representing clients who form joint ventures to develop or acquire projects or technologies. We help to structure, negotiate and seek regulatory approval for corporate mergers, as well as the acquisition or sale of properties such as bio-fuel plants, fossil fuel and hydropower plants, landfill methane facilities, pipelines, oil and gas producing properties and ethanol facilities. Clients rely on our ability to conduct due diligence, negotiate and document project acquisition agreements, analyze the commercial and contractual perils inherent to acquisitions, and structure companies to minimize federal and state taxes.
Many of our clients seek the advice of Ungaretti & Harris for drafting and negotiating long and short-term contracts for power purchase and sales agreements, power derivatives and gas purchase agreements including EEI agreements, NAESB and GISB agreements and ISDA Master Swap agreements. We also draft and negotiate retail power sales agreements, gas supply agreements and thermal energy supply agreements for suppliers and customers. We evaluate intricate energy transactions and analyze, negotiate and draft settlement agreements.
Land Acquisition; Construction; Operation and Maintenance
If you seek to acquire property for energy-related structures, we can provide guidance on design and development-related legal issues. Negotiating right-of-way agreements, franchises, leases, site purchase agreements, options, and all other real estate transaction documents are well within our capabilities. When necessary, we also represent clients in disputes over the terms of these agreements. In addition, we negotiate and prepare engineering, procurement and construction agreements, and mediate and litigate pre-construction and post-construction disputes. We also prepare equipment procurement, O&M and other agreements related to facility operations. Our lawyers have also worked with energy services companies and owners of large buildings to negotiate energy performance contracts for the implementation of energy efficiency and conservation measures.
Land Use and Zoning
Our lawyers are experienced in all phases of the land use and siting process. We are skilled in taking your company through the zoning process including the necessary presentation to the Zoning Board of Appeals and the negotiation of development agreements. We have extensive experience in dealing with local government officials. We have considerable background and expertise in litigating zoning and land use matters.
Regulation and Government Relations
Well versed in regulatory requirements and policies, Ungaretti & Harris attorneys provide advice and representation in regulatory proceedings before state and federal agencies. Our advice includes matters relating to compliance with federal and state regulations, environmental, permitting and licensing issues, safety and health matters, zoning and land use matters, tax incentives, carbon credits, contamination and remediation issues and enforcement proceedings. Attorneys in our Government Relations Group also represent energy and clean technology clients in federal and state legislative matters, monitoring and drafting legislation and making sure that public officials understand how legislative actions will affect our clients’ businesses.
Environmental Representation and Counseling
Complex environmental laws warrant counsel that combines business acumen, trial experience, and technical knowledge. Identifying sites and obtaining necessary permits and approvals from state and federal agencies demands thorough knowledge of the applicable regulations. Ungaretti & Harris can help with real estate due diligence, environmental arbitration, litigation, toxic torts, and securities law disclosure obligations. Our energy clients rely on our representation in all areas of environmental law, such as cleanup cost recovery and allocations, civil and criminal enforcements, toxic tort and nuisance suits, permitting and licensing, insurance coverage and environmental remediation cost suits, regulatory and enforcement matters, corporate real estate transactions, compliance counseling and financial reporting and disclosure obligations.
Climate Change Counseling
It appears increasingly likely that the current patchwork of federal, state and voluntary programs to reduce emissions of greenhouse gases (“GHGs”) may soon give way to comprehensive federal legislation that will put the federal government, and the United States, in a strong domestic and international leadership role on the climate change issue. The effect on the domestic economy will be profound as the economy reduces its reliance on foreign oil. Businesses will need to make significant adjustments to accommodate these new regulatory requirements, including compliance with GHG emissions reduction requirements, GHG emission inventory requirements, participation in GHG “cap and trade” programs, securities disclosures and many other related requirements. Many of these issues will have to be evaluated not only to assure ongoing regulatory compliance but also to determine their effect on corporate merger and acquisition transactions and affected real estate transactions. Our environmental and climate change attorneys are on top of these rapidly-emerging changes and will be able to assist your company in determining compliance strategies and options.
Ungaretti & Harris’ Intellectual Property attorneys can assist Energy and Clean Technology clients with all of their IP needs. Our approach to handling IP matters is quite simple. We aim to understand our clients’ business and how best to protect it in line with the client’s business goals and objectives. In this regard we also help clients determine how IP is incorporated into and affects their business. We then apply our training, knowledge, and experience in a multitude of technical areas to keep our clients protected. Our Intellectual Property services include:
IP Portfolio Management
M&A Due Diligence
Lending Due Diligence
By learning about your energy-related products and services, our attorneys and their industry experience can be a valuable resource to your business.
Ungaretti & Harris attorneys have defended public utilities and alternative retail gas and electricity providers in various civil fraud claims and government actions involving such matters as cost of gas supply and charges to home builders for utility service connections. We also successfully represented a natural gas wholesaler in a CFTC investigation involving potential market manipulation. Our attorneys have also represented a wind energy developer in mediation to obtain a favorable settlement of warranty claims against a turbine manufacturer.