Climate Change, Environmental Markets and ESG

Regulatory Counseling and Litigation

• Advised a large multinational company in the development and drafting of public comments on EPA's Clean Power Plan to regulate GHG emissions from existing power plants in the U.S. under the CAA.

• Defended natural resource companies in Comer I class action alleging that GHG emissions caused the intensification of Hurricane Katrina and damage to Mississippi property owners. We won dismissal in district court on standing and political question grounds. The Fifth Circuit dismissed plaintiffs' appeal and the U.S. Supreme Court denied plaintiffs' writ of mandamus. We also defended coal companies in Comer II class action asserting similar causes of action. The trial court again dismissed plaintiffs' claims at the motion to dismiss stage and the Fifth Circuit affirmed dismissal on res judicata grounds.

• Providing ongoing counsel to several clients regarding new GHG permitting requirements, including assistance in obtaining CAA permits for large industrial facilities.

• Providing regulatory analysis and assistance to several companies regarding obligations to report emissions under new GHG reporting rules issued by EPA.

• Drafting regulatory comments for several major trade associations and U.S. companies concerning EPA's efforts to regulate GHGs under the CAA, including comments filed with the agency in anticipation of litigation on the "Tailoring" and "Timing" rules, 2009 EPA Endangerment Finding.

• Representing six national trade associations in defending the ESA section 4(d) rule for the polar bear.

• Acting as regulatory counsel to a large vehicle parts manufacturer regarding the proposal, finalization, and implementation of new CAA regulations to control GHGs from medium- and heavy-duty vehicles.

• Providing legal analysis to a trade association regarding EPA's ability to exclude GHGs emitted from biogenic sources from CAA permitting requirements.

• Providing legislative analysis and drafting assistance to numerous clients regarding measures to impose "cap and trade" regulation of GHGs from electric generation, energy production, and industrial sources, as well as other CAA GHG regulations.

• Assisting clients with the design, development, and implementation of multi-tiered compliance strategies to address local, state, and federal regulations involving GHG emissions, clean energy finance, water, renewable fuel, sustainable development, and investing.

• Assisting companies in conducting self-assessments of their carbon profile, assessing risks and opportunities, and advising on existing or potential climate regulatory regimes.

• Providing assessments of companies involved in mergers and acquisitions, or in financing of companies where carbon profile is a concern.

General Corporate and Transactional

• Represented a development firm in the design and development of a $150 million loan guarantee from the USAID to a private equity fund for its avoided deforestation and carbon finance investments.

• Advising a large natural resource company on allocation of Section 45Q tax incentives for mass capture and storage of carbon dioxide for enhanced-oil recovery purposes.

• Act as General Counsel to the Technical Advisory Council of the Gold Standard Foundation, a leading voluntary carbon market standard.

• Represent one of the largest renewable energy "YieldCo" investment companies in their acquisition of clean energy assets.

• Acted as climate change counsel to the Regents of the University of California (UC) in the negotiation of a power purchase agreement (PPA) to procure solar energy. The transaction is the largest non-utility purchase of solar energy in the U.S. We also advised UC on implementation of their carbon neutrality policies and assisted in the negotiation of energy hedging arrangements, resource adequacy procurements, and several bundled and unbundled REC purchase transactions. 

• Advising private equity and hedge fund on developments of the Green Climate Fund.

• Represented a consortium of The George Washington University, The George Washington University Hospital, and American University in the negotiation of a PPA to purchase the output of a 52 MW solar facility owned by Duke Energy Renewables. The transaction is the second largest non-utility purchase of solar energy in the U.S., and the largest solar PV project in the eastern U.S.

• Counsel clients on national and subnational environmental market rules and programs, including cap-and-trade programs, renewable energy portfolio standards, feed-in tariffs, energy efficiency utility programs, and organized energy market design.

• Assisted clients design and execute transactions for the production, sale, and purchase of natural resources, electric energy and natural gas, carbon credits (CCAs, VCUs, VERs) and renewable energy credits (RECs, SRECs, ORECs), and other tradable environmental commodities, as well as related hedging and other derivative transactions domestically and internationally.

• Advising investors and companies on emerging public sector climate financing instruments and credit enhancements available through development finance institutions, federal agencies, state green banks, and revenue authorities for investments in clean energy, water, and avoided deforestation projects.

• Advising public companies in the preparation of financial and physical risk disclosure materials related to energy, climate change, and water risks that are likely to result in material effects on liquidity, capital resources, revenue, or net income.

• Representing public companies in responding to shareholder proposals dealing with climate change topics, conducting dialogues with proponents, and successfully managing the Securities and Exchange Commission's process regarding such proposals.

• Representing venture and growth equity funds, start-up companies, and privately-held clean technology and sustainable resource firms on market, regulatory risk and asset diligence, capital raising, fund formation, corporate finance, and intellectual property transactions.