Energy

Bracewell’s antitrust/competition practice focuses on mergers and acquisitions, joint ventures, counseling and litigation. We have experience with all facets of antitrust review of transactions, including preparing Hart-Scott-Rodino filings, responding to voluntary information requests and civil investigative demands, complying with “Second Requests,” representing clients in depositions and investigational hearings, and, where necessary, negotiating remedies with agency staff to resolve competitive concerns while preserving the benefits of the transaction. Our experience spans industries including oil and gas, electric power, chemicals, waste services, consumer goods, healthcare, technology, financial services, construction materials and agriculture. We represent clients before the Federal Trade Commission, the Antitrust Division of the Department of Justice (DOJ), state attorneys general, and foreign antitrust authorities to ensure that all necessary legal requirements are met in a timely manner.

We assist clients with the antitrust considerations arising out of information exchanges in connection with mergers, acquisitions and joint ventures, including due diligence, premerger integration planning activities, and post-transaction information sharing among joint venture partners. We also counsel clients in their day-to-day operations and work closely with them to develop and implement antitrust training and compliance programs. In addition, our antitrust litigators represent clients in investigations and litigation involving price fixing, bid rigging, group boycotts, monopolization, tying, and claims based on state unfair competition statutes. Our antitrust experts also work closely with the firm’s white collar lawyers, representing companies under criminal investigation by DOJ.

Our corporate and securities group acts as trusted advisors to some of the world’s leading companies, financial institutions and private equity firms, and we also have a track record of partnering with small and mid-cap companies as they grow. With a reputation for excellence, responsiveness and understanding our clients’ businesses, we provide commercial, practical and creative advice to help our clients achieve their business objectives.

We counsel clients on a broad spectrum of legal and business matters, including capital markets transactions, mergers and acquisitions, corporate governance, general corporate matters and securities law compliance. We provide a comprehensive solution that includes all of the practice areas necessary to complete complex corporate and securities transactions, including tax, antitrust, environmental, energy regulatory, intellectual property, labor and employment, employee benefits and executive compensation, real estate and litigation.

With more than 50 years of experience, our benefits team has counseled public and privately held corporations in the design and implementation of various employee benefits programs and employee compensation issues. Our depth of service to clients includes qualified and non-qualified plans, legal compliance, fiduciary responsibility, executive compensation, employment relationships, Qualified Domestic Relations Orders, tax and other withholding issues, fiduciary duties in plan administration, reorganization and termination, bankruptcy and golden parachute agreements. We represent companies and executives in connection with employment, consulting, severance, and retention agreements. Additionally, our attorneys are well-versed in Internal Revenue Service Code Sections 162(m), 280G and 409A and their effects on executive compensation. 

We advise plan administrators and trustees with respect to the Employee Retirement Income Securities Act (ERISA) fiduciary determinations and duties, potential conflicts of interest and prohibited transactions. We implement and assist in the administration of all qualified plans, such as 401(k) plans, Employee Stock Ownership Plans (ESOP), cash balance plans, pension plans, and money purchase plans, as well as nonqualified plans, including Supplemental Executive Retirement Plans (SERPs), phantom stock retirement programs and all other forms of deferred compensation retirement plans.

At Bracewell, We Know Energy®; we are not just an energy regulatory practice, but energy lawyers across multiple disciplines who understand the regulatory implications of achieving your commercial objectives. Our energy regulatory team is comprised of energy lawyers immersed in the industry and well versed in our clients’ businesses. For decades, Bracewell’s energy regulatory attorneys and consultants have practiced within and before federal and state courts, the Federal Energy Regulatory Commission (FERC), the U.S. Department of Energy (DOE), as well as state energy regulatory agencies. Our regulatory team includes counsel with more than 25 years of senior-level experience at the U.S. Commodity Futures Trading Commission (CFTC) and FERC.

Our lawyers have a deep understanding of the overarching energy regulatory regime and have been internationally recognized as a market leader by Chambers Global, with our Oil & Gas (Regulatory & Litigation) group receiving a Band 1 (2015-2020) ranking and our Electricity (Regulatory & Litigation) group receiving a Band 3 ranking in 2020. Market commentators recognize that Bracewell is frequently seen on big-ticket transactions, projects and regulatory disputes in both the power and oil and gas spaces.

Additionally, as part of our support to clients and friends of the firm on enforcement matters, Bracewell administers the Energy Compliance Network, an ad hoc industry group that monitors energy compliance and enforcement issues at the FERC, CFTC and state regulatory commissions. To keep our clients abreast of current regulations and potential impacts, Bracewell’s regulatory team also offers analysis and commentary featured on our Energy Legal Blog®.

Often recognized among the best in the country by industry publications and legal ranking groups, Bracewell’s Environmental Strategies Group (ESG) provides advice, strategy and advocacy related to the day’s most significant environmental legal issues. Clients turn to our team for counsel on a full range of environmental matters, including regulatory enforcement and compliance, strategic permitting, infrastructure development, corporate transactions, incident preparedness and response, investigations, litigation, and policy and public advocacy.

Anchored in Texas and Washington, DC, our lawyers offer perspective gained from decades spent at the forefront of issues facing companies in key sectors of the economy, such as oil and gas, refining, power generation and transmission, chemicals, manufacturing, technology, mining, and construction. We have advised clients on issues including air quality, climate change, water quality, waste and remediation, wetlands, and transactional and financial due diligence. We draw on experience serving within Fortune 100 companies; in the White House, the U.S. Congress, and the U.S. Attorney’s Office; and at regulatory agencies such as the U.S. Environmental Protection Agency (EPA) and the Texas Commission on Environmental Quality (TCEQ).

Bracewell is a recognized leader in the financial restructuring and bankruptcy arena. The experience of our cross-disciplinary team of financial restructuring lawyers is known throughout the U.S. and internationally for regularly advising on special situations, distressed investments and acquisitions, lending and financing activities in connection with both Chapter 11 proceedings and out-of-court transactions. We regularly counsel noteholders and bondholders, and have been recognized for our work for corporate borrowers and debtors, private investment funds, financial institutions, commercial lenders, and institutional investors including financial services companies, mutual funds and pension funds.

From an industry perspective, Bracewell’s experience is unmatched in the energy and maritime sectors, and our success is unparalleled regarding a series of debtor-side representations for oil and gas companies, international shipping groups, retail companies and power generation projects. Additionally, our financial restructuring lawyers have substantial experience handling fraudulent transfer, fiduciary duty, lender liability, valuation and other complex litigation issues that arise in Chapter 11 cases.

Our team has built a reputation of deploying excellent lawyers who deliver superior client service, in addition to a common culture of teamwork and collegiality. You will find we are always available when you need us. We understand communication is key as we navigate turbulent times. We promise not to disappoint. We work with our clients to create the right balance between quality, efficiency, creativity and cost-effectiveness.

The Policy Resolution Group (PRG) at Bracewell is a unique team of lawyers, lobbyists and strategic communications professionals with decades of experience operating in Washington, D.C. Recognized as the top performing lobbying/law firm in 2015 by Bloomberg Government, PRG is the only group among its competitors to make this list for the previous four consecutive years.

PRG includes a bipartisan team of former senior officials in both the legislative and executive branches, former press secretaries and journalists, as well as nationally recognized lobbyists and strategic communications practitioners. We provide services and solutions for our clients that span legislative and regulatory advocacy, comprehensive strategic communications services including crisis communications and reputation management, coalition development and management, and support for Congressional investigation.

Bracewell’s incident response team prepares clients with proportional and integrated response plans for incidents in the chemical, energy, and wastewater sectors. We help clients identify and manage legal risks that arise from explosions, chemical releases, employee fatalities, and other incidents. Our multi-disciplined, rapid-response team of over 40 lawyers, technical consultants, and strategic communication and government relationship professionals work together to meet our clients’ needs based upon the direct and collateral consequences of incidents.  We work with our clients beginning in the earliest stages to define success, provide a budget, and develop a proportional response appropriate to the issues, expectations, and the legal risks involved.

Our team members have completed a formal incident-response training program, which includes earning AIChE safety and chemical engineering certificates in process safety and risk assessment. Our team includes experienced, nationally-recognized environmental, safety, and defense lawyers, who are skilled in developing and presenting highly technical issues and data to government investigators, judges, and juries. We have extensive experience responding to investigations by the U.S. Environmental Protection Agency (EPA), the Chemical Safety Board (CSB), the Occupational Safety and Health Administration (OSHA), the Pipeline and Hazardous Material Safety Administration (PHMSA), the National Transportation Safety Board (NTSB), the Texas Commission on Environmental Quality (TCEQ), the Contra Costa County Health Services Hazardous Materials Programs office (CCHMP), CalOSHA, and state and federal prosecutors.

Team members are located in offices across the United States and able to deploy to a client’s incident location within hours.

Bracewell represents insureds, not insurance companies. We advise clients around the world seeking coverage under almost every kind of commercial insurance policy, assisting them in getting the most out of their coverage by negotiating and litigating as needed to achieve the most advantageous results. Our team has a proven track record of doing this against major insurers across the globe. We are strong advocates for our clients and always mindful of any commercial concerns that may influence how we approach a given matter.

With a deep understanding of the insurance business and the needs of our clients, Bracewell’s team is recognized as a go‐to coverage firm by leading international insurance brokers and consultants, who frequently refer their clients to us when coverage issues arise. Our lawyers have helped clients recover by obtaining policy proceeds from major disasters such as:

• the 9/11 terrorists attacks
• accounting scandals
• virtually every hurricane and named storm in the US and Caribbean over the last 20 years
• other natural disasters, such as the 2011 Tōhoku earthquake and tsunami in Japan
• the Deepwater Horizon oil spill
• major wildfires in California and Texas
• business-threatening cyberattacks

According to Chambers USA 2019, Bracewell’s Intellectual Property team attracts an "impressive international client base, as well as acting for leading domestic energy, retail and automotive companies," providing a comprehensive approach to intellectual property counselling, including patent prosecution and enforcement, copyrights, trademarks, outsourcing, licensing, technology transfers and joint venture agreements. Bracewell’s IP team includes patent attorneys with technical degrees in chemical, electrical, mechanical, industrial, and architectural engineering, as well as computer science, physics, chemistry, applied math, biology, and industrial biotechnology. Our team also includes lawyers with advanced degrees in electrical engineering, chemistry, pharmacology, and business. Prior to joining the firm, many of our lawyers built highly successful careers at research institutions, regulatory agencies, and major public and private companies.

This combination of technical, business and legal experience gives our lawyers an in-depth, first-hand understanding of our clients’ needs. We also advise clients with regard to the registration and protection of other intellectual property rights through trademarks, service marks, trade names, trade dress, copyrights, trade secrets, and other proprietary information. We work closely with attorneys throughout the firm to provide intellectual property solutions in connection with company formation, mergers and acquisitions, dispute resolution and litigation, audits, due diligence, and other business concerns.

Employers face a variety of issues, including positive and proactive employee management balanced with compliance with ever expanding and changing federal, state and local legal requirements. Bracewell helps employers create and maintain a competitive and productive workplace. Our lawyers advise clients about legal requirements, develop customized solutions to ensure compliance with applicable laws, assist in crafting policies to minimize disputes with employees, help clients avoid litigation, and aggressively defend employers in litigation.

We recognize that business objectives are the key drivers of responsible labor and employment policies and initiatives. Our lawyers represent public and private employers in numerous industries, including manufacturing, education, energy, financial services, food service health care, staffing, media and technology. We learn our clients’ industries, and frequently take the lead in developing operational solutions. Our full range of services includes drafting agreements, policies and procedures; compliance standards with federal and state statutes and regulations; compliance-related investigations; management training programs; defense of workplace claims against employers; and assisting labor/management relations.

Bracewell’s finance group is well known for advising borrowers and lenders located throughout North America and globally on billions of dollars of financial transactions every year, with a particular emphasis on deals in the energy space. Our firm has a large number of practitioners in energy finance with an in-depth knowledge across the entire energy finance spectrum, including upstream, midstream, downstream, exploration and production, refining, oil field services, power, renewables, chemicals and other adjacent industries. We also represent many of the world’s largest lending institutions, funds and institutional investors in high-level and complex financing deals.

Bracewell has one of the nation’s premier litigation practices. For more than 70 years, our lawyers have handled almost every type of commercial dispute in venues throughout the country and the world.  Every case is important to us.  Every issue that matters to our clients matters to us.  In building our much-celebrated practice, we have earned the respect of judges, arbitrators, colleagues, and opponents.  

Our outstanding courtroom advocacy, creative thinking, and grit continuously receive extraordinary recognition. In 2019, we were named Commercial Litigation Firm of the Year at the inaugural Chambers USA Texas Awards. Chambers USA (2019) commended our “deep bench with a reputation for creative approaches to disputes.” Texas Lawyer named our team the Large Law Firm Litigation Department of the Year in 2017.  Legal 500 (2016) called us a “litigation powerhouse,” noting our “broad range of high-value disputes.” Law360 (2016) likewise recognized our leading litigation practice, naming us to its inaugural list of Litigation Powerhouses, which identified the top 50 litigation practices in the nation. Law360 (2016) further highlighted Bracewell as being part of an “elite group” of only five firms with fewer than 200 litigation attorneys included on its list of “litigation heavyweights.”

We Know Energy®. Over the last 30 years, we have designed Bracewell to be an oil and gas projects law firm. We handle a wide variety of large and small clients involved in the oil and gas value chain, including upstream exploration and development companies; oilfield service businesses; pipeline, storage and terminals companies; refining and chemicals companies; commercial banks, trading houses, investors and private equity investors involved in oil and gas; and investment banks, other intermediaries and strategic advisors to oil and gas companies and investors. Bracewell has developed targeted practices, such as regulatory, environment, tax, intellectual property, and strategic communications, to serve the oil and gas industry. Our industry focus enables us to maintain cutting-edge experience and in-depth knowledge of the commercial, legal and regulatory challenges faced by our clients, so that we can provide the most effective legal solutions to facilitate transactions and resolve disputes.

One client in Chambers Global (2020) noted that: “One differentiator for them as a firm is they have experts in both UK and US energy markets. As a business we have some transactions we have started to do in recent years that are hybrids of the norm, and what Bracewell is able to do that no other equivalent firm is able to do is to bring equivalent expertise from both markets, which leads to a very seamless service.”

Experience counts in structuring and negotiating outsourcing contracts, and that’s why businesses choose to work with Bracewell. Our lawyers have worked on some of the largest, most complex outsourcing transactions, including ground-breaking deals that set precedent and shaped the industry. Consistently ranked in Chambers Global (2011-2020), Chambers USA (2008-2018), Legal 500 (2010-2018) and other ranking publications as among the best lawyers in the industry, we provide advice on virtually all types of outsourcings. Throughout the past decade, our lawyers acted on outsourcing deals with a combined value of over $25 billion.

We understand that we must not only resolve our clients’ legal needs, but also generate value. Drawing upon our deep understanding of industry practices and market trends, we advise clients in structuring and negotiating innovative and comprehensive contracts based on their business requirements, objectives and constraints. Working collaboratively with in-house counsel and external advisors allows us to leverage our practical experience to better understand the critical business and technical issues inherent in outsourcing transactions and offer creative and practical solutions. We have dealt with every major multinational and Indian outsourcing vendor, and understand their approaches to deal-making and execution. We advise clients across all industries, including energy, financial services, consumer products, retail, manufacturing, and commercial aviation.

One of Bracewell’s key strengths is the depth of our practice in the power sector. We represent utilities, independent power producers, retail electric businesses, commodity trading houses and investors in a wide range of transactions and regulatory and compliance matters relating to conventional and renewable power sources and transmission. In addition to our large core power team, we have a team focused on addressing the environmental, real estate, finance, regulatory and tax issues specific to generation and transmission assets. Our depth of knowledge and comprehensive coverage of the power space across the country (in all of the various ISOs and RTOs) sets Bracewell apart, enabling us to provide our clients with superior legal advice.

Private equity investing, including both debt and equity, is a core component of our transactions business. Our private equity experience has a particular focus in oil and gas, power and infrastructure investments, but also includes a wide variety of other industries. We handle all types of transactions on behalf of private equity clients, including joint ventures, distressed investments and exit transactions.

Bracewell offers a full-service private equity transactional practice, drawing on the experience of numerous lawyers with diverse legal knowledge, including corporate transactional, finance, project finance, tax, environmental, regulatory and anti-trust.

Our strategy is simple: to achieve clients’ transaction goals and provide them with the excellent service and legal analysis they have come to expect. Whether it is a power project, mixed-use residential, healthcare or hospitality development, sports facility, mid-stream project or shopping mall, our dirt-to-development real estate team consists of highly experienced lawyers ready for deployment. Our clients, including publicly held corporations, partnerships, real estate investment trusts, educational institutions, museums, governmental entities and foreign investors, call upon us to handle all aspects of their real estate transactions.

Bracewell represents clients in site assembly, financing, construction, leasing, and operation and management of office, industrial, retail, residential, hotel, apartment and other commercial real estate developments. We conduct due diligence reviews of titles, leases, entitlements, and environmental and other contractual and legal obligations that affect cash flow and valuation. We strive to deliver the tailored results our clients expect, on time and on budget.

“Their leadership and commitment to client service is what makes them stand out. They work hard to understand not only the market and the business, but also their client’s place in the industry.”

 – Chambers USA, 2019

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Bracewell has one of the world’s largest dedicated energy legal teams and has been at the forefront of developments and innovations related to renewable energy and sustainability. Solar, wind, biomass, hydropower and hydrogen — all are vital parts of the energy transition. These renewable sources — combined with carbon capture, energy storage, and environmental, social and governance (ESG) practices — involve complex legal, financial and regulatory issues that we are well positioned to address due to our depth and vast experience. 

Our global team advises on complex renewables projects at every stage of development. Our experience across the solar, wind and hydroelectric power sectors is complemented by the strengths of our regulatory, environmental, restructuring, tax, litigation and government relations teams.

We represent sponsors and developers, lenders, governments, private equity and infrastructure funds, service companies and contractors. Our extensive experience across the renewable energy spectrum has set the standard in the market for legal and transactional excellence. Leading companies in the renewables space — including Alcazar, Competitive Power Ventures, Engie, Equinor, Fotowatio Renewable Ventures, Invenergy, Marubeni, Sol Systems, Total Solar and Upper Bay Infrastructure Partners — rely on Bracewell’s thorough knowledge of the issues that impact today’s energy markets.

Global Recognition for Excellence

At the core of our renewables and sustainability practice are lawyers who have dedicated their careers to working in the energy industry. Our broad energy platform is widely recognized for excellence globally, including in the United States, the United Kingdom, the Middle East and Africa, and in every practice area related to renewable energy and sustainability. 

• Chambers Global ‒ Africa Projects and Energy; Middle East Projects and Energy; UK Energy Sector (International and Cross-Border); USA Electricity – Regulatory and Litigation; USA Electricity – Transactional; USA Energy Sector (International and Cross-Border); USA Projects – Power and Renewables Transactional
• Chambers USA – Nationwide Climate Change; Nationwide Electricity – Regulatory and Litigation; Nationwide Electricity – Transactional; Nationwide Environment; Nationwide Projects – Power and Renewables Transactional
• Chambers UK – UK Projects
• IFLR1000 – UAE Project Finance; USA Project Finance; UK Project Development – Power; UK Projects
• Legal 500 US – Energy Regulatory – Conventional Power; Energy Transactions – Conventional Power; Energy Transactions – Renewable/Alternative Power; Environment – Regulatory; Environment – Transactional; Government Relations

Market-Leading Engagements Throughout the World

We have been involved in market-leading projects across multiple global jurisdictions.

• Alcazar Energy on the 1.8 GW Benban Solar Park in Egypt – 2017 Global MLA Deal of the Year, PFI Awards
• Equinor on the 816 MW Empire Wind Offshore Wind Farm – the first large-scale offshore wind lease in New York State (Projects Deal of the Year Finalist, 2020 IFLR United States Awards)
• Fotowatio Renewable Ventures in the development of the 55 MW Mets Masrik power plant – the first utility-scale solar plant in Armenia
• Invenergy in its $4.5 billion build-transfer sale of the 2,000 MW Wind Catcher wind energy generating facility – the second-largest wind farm in the world
• Marubeni and Total Solar in the development and implementation of the 800.15 MW Al Kharsaah solar photovoltaic independent power project – the first utility-scale renewables IPP in Qatar
• Sol Systems in a joint venture with Microsoft to develop over 500 MW of solar projects in under-resourced US communities
• Storegga Geotechnologies on its acquisition of Pale Blue Dot Energy, lead developer of one of the first carbon capture and storage projects in the UK
• Upper Bay Infrastructure Partners in a joint venture with 8minuteenergy Renewables and J.P. Morgan Asset Management to provide capital to support 10.7 GW pipeline of utility solar and storage projects
• Vestas Wind Systems on the 300 MW Lake Turkana wind projects – the largest single-private investment in Kenyan history and one of the largest onshore wind farms in Africa

Our strategic communications team designs and implements comprehensive and targeted communications strategies to reach key policymakers, elected officials and the public. Our Policy Resolution Group (PRG) is one of the only government relations firms in Washington, D.C., that also provides corporate positioning, reputation management, crisis communications, financial communications services, litigation communications support and social media advocacy strategy development. Our team uses both traditional and digital media services, and utilize a variety of platforms, including social media, to enhance and amplify our clients’ messages.

Bracewell’s tax attorneys serve as counsel on public and private company mergers, acquisitions and dispositions, private equity investments, joint ventures, capital markets transactions and bankruptcies. We advise clients on federal, state and international tax issues related to structuring and documenting business transactions. In cooperation with our transactional counterparts, we provide comprehensive legal advice, with an eye toward optimizing business transactions and maximizing our clients’ after-tax returns. We are familiar with the tax considerations relevant to c-corporations, s-corporations, partnerships, MLPs, REITs, trusts, and sovereign entities.  

Chambers USA 2019 commented that Bracewell has a "solid practice noted for its expertise in tax matters in the energy space” as we regularly handle tax issues arising in transactions in all aspects of the energy sector, including upstream and midstream oil and gas, oil field services, power generation and transmission, and renewables. Chambers also noted that we “possess additional strength in assisting municipalities and tax-exempt entities, and [have] a wealth of experience in handling tax concerns affecting MLPs.”