Carbon Industry

Advised a carbon capture and sequestration entity, a private Ivy League research university, on all phases of its development of geological sequestration projects in Washington and Oregon.

Provided tax advice to a sustainable fuels company on a large-scale biogas project with carbon capture to produce sustainable aviation fuels.

Acted as lead regulatory and policy counsel on behalf of an LNG development company in the development of a proposed 27 million tonnes per year (mtpa) LNG export facility and carbon capture and sequestration project and a pipeline project in Brownsville, Texas. Engaged with and provided strategic advice regarding FERC, DOE, PHMSA, the US Army Corps, and the US Fish and Wildlife Service in the company’s pursuit of all project authorizations.

Represented a developer of liquefied natural gas liquefaction terminals on the Gulf Coast of Texas and proprietary carbon capture and storage technology in its launch of an at-the-market equity offering program for the sale of up to US$50 million of its common stock through Virtu Financial as the sales agent.

Advised the developer of a large LNG export facility and a CCS project on critical Congressional legislation and executive branch efforts to promote the continued development of US LNG exports and carbon capture technology to substantially reduce the emissions profile of RSG. Our client proposed one of the largest CCS projects in North America where it would capture nearly 90% of the emissions associated with the production of LNG, making it the greenest LNG facility in the world. Advised regarding the US coastwise laws concerning the transportation of US-sourced pipeline feed gas to Mexico for processing into LNG and back to the United States, and whether such processing results in a new and different product so that transportation back to the United States may legally be done in foreign flag vessels. Assisted the client in meetings with US Customs and Border Protection officials and in preparation of a CBP ruling request to confirm interpretation of relevant laws.

Advised a clean energy company on permitting and regulatory parameters relating to the development and operation of underground injection and sequestration of carbon. Navigated complex siting issues in Texas, and potential shifting of regulatory agency jurisdiction. Addressed requirements associated with a Class VI injection well permit. Required understanding key legal precedent and regulatory requirements of the Federal Energy Regulatory Commission and the US Pipeline and Hazardous Materials Safety Administration to integrate the new facilities into the already-authorized LNG export terminal. Addressed permitting concerns regarding the Safe Drinking Water Act, Clean Water Act, and Clean Air Act. Designed the tax structure-required inquiry into the state of EPA and Texas State permitting requirements for carbon sequestration, evaluation of credit, and tax equity markets. Consulted numerous times with the Internal Revenue Service program manager, culminating in the submission of a request for written guidance (which, in part, prompted the release of Notice 2021-41).

Advised a developer of a liquefied natural gas export facility in South Texas with one of the largest carbon capture and storage projects in North America in a private placement of US$30 million of its common stock to an affiliate of an industrial conglomerate headquartered in South Korea. The transaction enabled our client to fund the development of a 27 million metric tonne LNG export project in Galveston, Texas.

Advised a developer of a liquefied natural gas export facility in South Texas, along with one of the largest carbon capture and storage projects in North America, in a private placement of US$85 million of its common stock to several institutional investors. The issuer also worked with third-party customers around the world to deploy its proprietary processes to lower the cost of carbon capture and storage and reduce CO2 emissions at its industrial-scale facilities.

Represented a joint venture between an offshore wind developer and one of New England’s largest electric utilities in developing a large offshore wind generating facility near Long Island. Advised on interconnection to the electric grid administered by the New York Independent System Operator and another regional grid operator, a process that is subject to extensive regulation by the Federal Energy Regulatory Commission.

Represented a project company developing one of the first carbon capture and storage projects in Pennsylvania in an equity financing from a London, England-headquartered specialist decarbonization investor. The monies funded contracts for land and subsurface interest acquisitions and natural gas-sourcing with preliminary evaluation of technical and economic feasibility of closed-circuit natural gas production and carbon capture/sequestration facility in the Marcellus Shale area of Pennsylvania.

Served as lead regulatory and policy counsel for a natural gas utility as it considered opportunities for decarbonization, including blending of hydrogen into the natural gas stream. Assessed existing federal and state regulatory regimes supporting hydrogen, discouraging hydrogen, and generally impacting a regulated gas utility’s assets.

Assisted a California Community Choice aggregator with the negotiation of a master agreement for the purchase of carbon allowances and offsets under the California Cap and Trade Program.

Represented a California-based SEC-registered investment advisor that specializes in building and managing alternative investment portfolios on behalf of wealth managers, family offices, foundations, corporations, institutions, and high-net-worth individuals in connection with its preferred stock investment in a Los Angeles, California-headquartered carbon removal and storage company delivering negative-emissions energy.

Advised a global coffee retailer on achieving carbon-neutral goals and generating carbon “inset” as well as “offset” credits within its supply chain in Indonesia. Assisted regarding commercial terms and form of agreement. Negotiated contracts for international carbon capture projects to achieve the company mission of carbon neutrality. Advised on alignment with ESG objectives and green claims.

Assisted a timberland company in setting up, managing, and negotiating transactions for carbon offset banks. Building the banks is part of the client's sustainability ambitions, which included a company re-organization to concentrate on emerging carbon opportunities.

Advised a wind and solar energy developer on evaluation of conservation and mitigation options related to offsetting its development and operational impacts. Also provided guidance on optimizing leased and owned lands for conservation purposes, such as developing conservation banks and carbon credits.

Represented a global energy company headquartered in Copenhagen in the preparation and negotiation of a Verified Carbon Units Purchase Agreement. Client's management committed that the company will be carbon neutral by 2025 and net zero in its carbon footprint soon thereafter. In order to achieve that goal, the company is reducing its emissions to the maximum extent possible and procuring carbon removal and carbon reduction credits to offset any of the company’s carbon emissions that cannot practically be eliminated. The Gambia in West Africa has extensive mangrove forests that are enormous carbon sinks but that are under significant threat from deforestation and degradation. In order to restore and strengthen the mangrove forests, the client entered into a very long-term Verified Carbon Units Purchase Agreement with the Government of The Gambia for the purchase of all of the carbon credits produced by the country’s mangrove forests. The client wanted to ensure that the agreement not only contributes to the preservation and expansion of the mangrove forests, but also benefits local communities and enhances biodiversity in the region.  Also assisted in the preparation and negotiation of the Verified Carbon Units Purchase Agreement for the carbon credit purchases. Advised regarding anti-corruption compliance due diligence and contract negotiation.

Advised a US-based agricultural entity on evaluating proposals from carbon capture and sequestration developers looking to gain surface and subsurface rights to inject carbon dioxide into subsurface geological pore space across a variety of client land holdings in California, Illinois, and Indiana. Evaluated commercial and regulator terms. Advised on form of agreements and federal and state environmental regulatory issues.

Advised an agricultural entity on achieving compliance with Washington State’s Carbon Commitment Act.

Advised a global leader for industrial cryptocurrency mining colocation as to matters of Delaware entity law, federal and state regulatory matters, tax matters, and general joint venture concerns in connection with the development of a large-scale, carbon-free data infrastructure operation involving the purchase of between 200 and 300 MW of 100% carbon-free electricity and capacity through a direct connection to the Beaver Valley, Pennsylvania nuclear facility.

Represented a carbon offset credits developer regarding a coastal project in the Outer Banks of North Carolina. The client sought federal and state permits for a cutting-edge carbon offset project in Ocean Sands. Advised on all aspects of North Carolina environmental permitting and compliance matters, including the commercialization of such carbon offsets for sale.

Represented an agricultural and specialty formulator and distributor on evaluating potential partnerships with a variety of entities seeking to introduce and implement changes in farming practices to generate carbon capture and sequestration credits through biological mechanisms and to meet certification standards for sustainable crops. Evaluated commercial terms and form agreements. Advised the client on environmental regulatory issues. Counselled on carbon offset agreements arising from regenerative agricultural practices involving Verra and other credible registries.

Represented a national-scale beef producer in negotiations with a national beef processing and distribution company. Structured commercial and non-commercial terms to implement "carbon inset" actions to develop first-of-their-kind "low carbon" beef wholesale and retail market. Advised on setting, achieving, and verifying carbon reductions related to a proposed certification standard for sustainable beef.

Acted for the owner of a new carbon reduction technology, advising on the terms for a license agreement and the design and construction of a test project.

Advised a UK-based leading investment bank (as nomad and broker) and a boutique stockbroker (as broker) on a placing by an established "energy efficiency-as-a-service" business focused on zero carbon procurement and technology-enabled energy management to raise £12 million. The net proceeds funded the EEaS company's acquisition of a UK energy management business.

Acted for a venture capital fund based in Australia and New Zealand as lead investor in the pre-seed round, with a pre-money valuation of AU$8 million, of an Australia-headquartered company that empowers businesses to accurately measure, understand, and meaningfully reduce their carbon emissions with the help of an adviser.

Advised a transaction company on arrangements for the development of one of the largest committed renewable energy projects in Australia. The project, which will underpin the nation’s secure and stable transition to a low-carbon emissions future at the lowest cost for consumers, involves linking two existing dams through 27 km of tunnels and building a new underground power station. Negotiated an agreement for our client to acquire contaminated land that is not required for the project for the purposes of remediating it.

Acted for a Sydney, Australia-headquartered global climate specialist investment firm in its US$2 million Series A investment into a Missouri-based company that quickly and inexpensively taps into the diverse world of bacteria, fungi, and viruses to discover next-generation products for carbon sequestration and climate protection, plus agriculture, pharmaceutical, biomaterials, and bioremediation. The round was led by a San Francisco, California-headquartered independently managed firm focused on early-stage companies that are pioneering new applications of genomics and enabling precision medicine and a US investment firm based in Boston, Massachusetts, at a pre-money valuation of US$35.9 million.

Acted for a New York City, New York-based venture capital and private equity firm as lead investor in the US$3.5 million series seed round of a company that is in the business of developing software in connection with the performance of non-financial accounting and reporting relating to carbon emissions. The investor invested US$2.3 million at a pre-money valuation of US$13 million.

Represented a hunting club in an agreement with a developer to create carbon offsets from managed forest land on club property. Included a fee split for offset sales and timber plan preparation.

Served as primary counsel for a clean energy company in its work to build one of the world’s first carbon-neutral liquefied natural gas facilities and develop cutting-edge carbon capture equipment that may be installed on a variety of resources. The client's technology is key to achieving widespread installation of carbon-capture technology on American industrial facilities because it operates at a reduced cost and high efficiency. Advised on regulatory, environmental, tax, corporate, finance, intellectual property, and policy concerns.

Represented a multinational energy corporation as equity investor in the development of a portfolio of dairy digester projects and monetization of RIN and LCFS credits. The funding was used to build infrastructure for dairy biomethane projects in California's San Joaquin Valley.

Negotiated a partnership between an algae-based offset generator and an abandoned well offset generator to facilitate the sale of diverse carbon offset portfolios to corporate customers. Included the creation of a new registry protocol with Verra.

Counseled an offset generator on standing up new protocol for methane capture under the Verra and American Carbon Registry protocols. Negotiated an environmental attributes agreement for the purchase and sale of renewable natural gas.

Prepared template forms for carbon removal contracts for a multinational technology corporation. The client made a highly publicized pledge to be carbon negative by a set date, in addition to removing from the atmosphere an amount of carbon dioxide equal to what the company has emitted, either directly or as a result of the production of its electrical supply, since its founding.

Represented a global technology company in the preparation and negotiation of contracts for the procurement of carbon dioxide removals from a wide variety of nature-based and engineered carbon dioxide removal projects in North America, South America, Europe, Africa, and Asia.

Represented a multinational technology corporation in a carbon removal services agreement with a Swiss company specializing in air capture technology.

Assisted a multinational technology corporation in drafting and negotiating short-term carbon removal services.

Drafted template forms for same-year carbon removal contracts for a multinational technology corporation.

Counseled an offset generator on liabilities for invalided offsets under the Climate Action Reserve, American Climate Registry, and others.

Counseled an Australian renewable energy company in all aspects of developing two greenfield landfill gas to RNG projects in Ohio, including a novel offtake and investment arrangement with utility NW Natural under Oregon’s SB 98, which allows cost recovery for certain qualified RNG investments.

Advised a Belgian electric power producer on compliance with environmental impact assessment policy, laws, and regulations in renewable energy and carbon reduction projects in China. For projects that qualified as Clean Development Mechanism projects, advised on compliance with sustainable development requirements of the PRC CDM Measures and the Renewable Energy Law. Required careful consideration of the characteristics of different project types and their different social and environmental impacts, as well as emissions reduction potential.

Advised a European company offering advisory and financing services related to renewable energy and energy efficiency activities globally on compliance in China with environmental impact assessment policy, laws, and regulations in relation to renewable energy and carbon reduction projects.