Projects and Transactions
This new title explores and explains the full range of issues encountered in the development of wind energy, providing guidance and insight into the legal and commercial areas of the industry
This title explores and explains the full range of issues encountered in the development of wind energy, providing guidance and insight into the legal and commercial areas of the industry. Both project and transactional facets of the industry are comprehensively analysed, with expert contributors delving deeper into specific matters of key relevance. Topics include the legal, industry and regulatory frameworks involved; consenting; insurance; project financing; power purchase agreements and subsidy arrangements; and geographical analyses that provide a regional overview of wind energy developments on different continents.
As a practical handbook, this title will give readers a firm grasp of the wind energy industry from both a business and legal perspective - a necessity for anyone seeking to develop or invest in what is currently the most credible of the renewable technologies.
Table of Contents
|Part 1: General principles and practice||9|
|Legal, industry and regulatory frameworks||9|
|The consenting process||57|
|Power purchase agreements and subsidy arrangements||71|
|Turbine supply agreements||89|
|Construction and operation and maintenance contracts||101|
|M&A and corporate structuring||129|
|Part 2: Regional analyses||159|
|About the authors||255|
Gregory J Blasi
Partner, Loeb & Loeb LLP
Gregory Blasi is a partner in the energy group at Loeb & Loeb LLP in New York, where he practises in the corporate and securities areas. He has been involved in the electric power industry for more than 30 years and has experience in all phases of acquisition activity, from advising clients on proposed acquisitions through negotiations and financing to closing.
Mr Blasi has been involved in representing major investment banks in tax equity financings of various wind and geothermal energy projects in the United States. He has also advised solar companies on various tax-advantaged leasing transactions. Mr Blasi is experienced in M&A activity in connection with a number of other industries, including chemicals and energy services. In addition, he provides advice relating to the Securities Act of 1933, the Securities Exchange Act of 1934 and other securities laws.
Ana Carolina Katlauskas Calil
Associate, Machado Meyer
Ana Carolina Katlauskas Calil is an associate in the infrastructure department of Machado, Meyer, Sendacz e Opice in São Paulo. She holds a degree in law and has specialised in energy projects, project-financed transactions and other regulatory sectors for more than three years.
Partner, Baker & McKenzie
Paul Curnow is a partner in Baker & McKenzie's global environmental markets practice and head of the firm's Asia-Pacific renewable energy industry group. He specialises in renewable energy project development and financing, emissions trading, carbon financing and international renewable energy law and policy.
Mr Curnow’s key focus is advising on all issues associated with the development and financing of renewable and clean energy projects and global carbon and emissions trading markets. This includes advising on financing and corporate structuring for cross-border renewable and carbon projects, carrying out environmental and planning due diligence, and drafting and negotiating a range of project development agreements, including joint venture/consortium agreements, offtake agreements and project financing documentation.
Mr Curnow regularly advises on a range of renewable regulatory and policy issues to Australian and global renewable energy developers, financiers and technology providers, renewable energy funds, government agencies and international organisations.
Partner, CMS London
Charles Currier is a partner in the corporate department of CMS in London. He holds a law degree from Kings College London. He has specialised in energy and infrastructure transactions for more than 15 years.
Mr Currier advises a wide range of utilities, developers, pension funds, infrastructure funds and other financial investors that invest in the energy and infrastructure sectors. He has led teams at CMS that have advised on some of the largest and most complex transactions in the energy sector across Europe in recent years, with a particular focus on offshore and onshore wind energy.
Mr Currier is a regular contributor to leading energy and infrastructure publications on legal issues affecting the industry.
Ana Karina E de Souza
Partner, Machado Meyer
Ana Karina E de Souza is a partner in the energy, oil and gas and infrastructure department of Machado Meyer Sendacz e Opice in São Paulo. She holds degrees in law and business and economics law, and has specialised in energy projects, privatisations, project-financed transactions, mining and other regulatory sectors for more than 15 years.
In particular, she has led Machado Meyer teams in a variety of energy projects, especially relating to the implementation and financing of thermo, hydro and wind energy plants.
José Ribeiro do Prado Júnior
Partner, Machado Meyer
José Ribeiro do Prado Júnior is a partner in the project finance, energy and infrastructure department of Machado Meyer Sendacz e Opice in São Paulo.
He holds degrees in law and international business law and has specialised in the energy and transport sectors, project-financed M&A and crossborder transactions, public–private partnerships, mining, financial markets and other regulatory sectors for more than 15 years.
Associate, Trinity International LLP
Ana-Katarina Hajduka is an associate with Trinity International LLP. She trained and qualified as a solicitor at a Magic Circle firm in London, gaining experience in its projects, energy and infrastructure group, both in London and in Dubai. She moved to a major US firm in 2008, where she worked with its infrastructure and energy practice group.
Ms Hajduka has wide-ranging experience in a variety of transactions in the energy and infrastructure sectors, including project finance, public-private partnerships and project development. She has worked on the planning, development, acquisition, financing, refinancing, operation and sale of energy assets in Africa, Russia and the Commonwealth of Independent States and the Middle East, and is currently taking a lead role at Trinity in preparing a paper for the United Nations Economic Commission for Africa on the scaling-up of renewable energy investment in Africa.
Head of clean energy, CMS London
Munir Hassan has been advising the power sector for 15 years and heads up the active clean energy practice at CMS in London. He has a particular focus on onshore and offshore wind in the United Kingdom and internationally. He has advised on a significant proportion of the offshore wind programmes in the United Kingdom.
Mr Hassan advises across the range of electricity generation technologies, from wind and solar through to biomass, wave, tidal, gas, carbon capture and storage and nuclear. He also has significant experience in the electricity sector of advising on or writing the rules for subsidy arrangements, wholesale market reforms, legislative reforms, retail market reforms, new regulatory frameworks, privatisations, regulated electricity networks, independent power producer procurement programmes, emissions trading, EU law, grid codes, and offshore transmission and connection arrangements.
Senior associate, CMS London
Stuart Hohnen is a senior associate in the corporate department of CMS in London. He holds degrees in biochemistry and law and a master’s degree in technology policy from Cambridge University, focusing on energy. He has acted for utilities, developers, lenders and financial investors on a range of energy and infrastructure projects across Europe. In the energy sector, he has experience across both conventional and renewable energy, including wind (onshore and offshore), solar, nuclear, and oil and gas.
Associate, Eversheds LLP
Lucinda Holloway specialises in planning and infrastructure work. She has assisted in-house advocates and counsel at a variety of public inquiries in connection with wind farm development. She regularly advises developers in relation to complex planning and highway agreements and appeals.
Ms Holloway is an active member of the Eversheds clean energy group and has experience in dealing with onshore wind farm proposals at each stage of the consenting process, particularly in relation to Section 36 applications in Scotland and nationally significant infrastructure wind energy projects in England and Wales. Her most recent experience includes assisting partner Marcus Trinick QC in respect of the Newfield Wind Farm inquiry for wind energy, and assisting partners Paul Maile and Stephen Collings in advising RWE NRL on all aspects of planning law and consenting in respect of the first onshore wind farm to be consented pursuant to the Planning Act 2008 at Brechfa Forest West.
Partner, Shepherd and Wedderburn LLP
Stephen Hubner is a partner in the property and infrastructure division of Shepherd and Wedderburn LLP and is based in London. He holds a degree in law, and has specialised in the real estate aspects of projects for more than 25 years, working in the United Kingdom, Europe, the United States and Australasia.
Mr Hubner has led Shepherd and Wedderburn teams on a number of leading renewable energy projects in a variety of locations, most recently advising on all aspects of development of three of the latest UK Crown Estate Round Three offshore wind farms. In addition, he has been heavily involved in a number of smaller offshore and onshore wind farm projects (output ranging between 1MW and 75MW), as well as advising government and private sector providers on railway privatisation, healthcare reorganisation and delivery and the provision of educational facilities in a number of jurisdictions.
Partner, CMS Hamburg
Dorothée Janzen is a partner in the energy group of CMS Hasche Sigle in Hamburg, Germany. She holds a German law degree and an LLM from the University of Michigan, and has specialised in renewable energy projects for 10 years.
Ms Janzen has advised energy companies, domestic and foreign investors, plant manufacturers, project developers and financing banks on numerous national and international renewable energy projects and transactions. In recent years, such projects have included several German offshore wind farms, onshore wind projects in Germany, Poland, France and other European countries, biomass plants, photovoltaic projects and one of the largest solar thermal projects in Spain. Her experience especially includes drafting and negotiating engineering, procurement and construction contracts, supply and operation and maintenance contracts and power purchase agreements.
Ms Janzen is co-author of Solarvorhaben (Solar Projects), published in 2012.
Associate, CMS London
Dalia Majumder-Russell is an associate in the energy, projects and construction team at CMS in London, advising on electricity projects and transactions. She holds degrees in biology, English and law. Ms Majumder-Russell has a specific focus on renewable energy and has advised on a number of onshore and offshore wind projects, including developers, investors and offtakers.
Ms Majumder-Russell advises on a broad range of corporate and commercial matters in the electricity and renewables sectors, both in the United Kingdom and overseas. Her work has included advising on power purchase arrangements, wholesale/retail supply issues and power sector legislation. In addition, Ms Majumder-Russell has advised a number of clients on the legal, commercial and regulatory issues arising from the UK electricity market reform programme, and has been deeply involved in the development of the first commercial-scale carbon capture and storage project in the United Kingdom.
Partner, Norton Rose
Robert Marsh is a partner in the energy team at Norton Rose, based in London. His practice focuses on energy projects and finance, with a particular concentration on the renewable energy sector.
He has advised in relation to numerous renewable energy projects and transactions across a variety of sectors, including wind (onshore and offshore), solar (photovoltaic and concentrated solar power), biomass, wave and tidal, and wasteto- energy solutions. Mr Marsh has recently worked on transactions in the United Kingdom, throughout Europe and in South Africa. He is well acquainted with all forms of project and project finance documentation, and his experience includes representing lenders, sponsors, developers and investors in relation to all aspects of projects.
Mr Marsh has also advised in relation to gas storage projects (onshore and offshore), transmission projects and the UK carbon capture and storage regime, and has 10 years of experience in relation to carbon market transactions.
Partner, Trinity International LLP
Simon Norris is a partner in Trinity International and has a wide range of experience in the power, oil and gas, infrastructure, transport, mining and telecommunications sectors in the United Kingdom, Europe, Africa and Latin America. He is rated by Chambers Global and Legal 500. Mr Norris is currently advising lenders and developers on a number of renewables projects, including wind projects in South Africa, Kenya, Tanzania and Ghana.
Ronelle C Porter
Senior counsel, Loeb & Loeb LLP
Ronelle Porter is senior counsel in the energy group at Loeb & Loeb LLP in New York, where she focuses her practice on private equity, mergers and acquisitions, corporate finance, securities and general corporate matters, with an emphasis on the utility and renewable energy industries. Ms Porter's practice also involves representing investors in tax equity investments with respect to renewable energy projects, including wind, solar and geothermal.
Partner, Trinity International LLP
Kaushik Ray is a partner in Trinity International LLP. He trained and qualified as a solicitor at a Magic Circle firm in London, gaining experience in its projects, energy and infrastructure group, both in London and in Paris. He has written for various Financial Times publications, focusing on investment in the energy and infrastructure markets in India and Africa.
Mr Ray has previously advised lenders on the financing of wind projects in Italy, Greece and Portugal. He is currently advising lenders and developers on wind projects in Kenya, South Africa and Romania.
Partner, Johnson Winter & Slattery
Amanda Seaton is a partner at Johnson Winter & Slattery, Australia. She practises in the energy, infrastructure and resources sectors, including renewable energy and carbon. She advises on commercial transactions, infrastructure development, access, regulation and markets.
Ms Seaton has more than 20 years’ experience. She spent many years based in London, where she was a partner in a leading energy and projects team. In the electricity sector, Ms Seaton’s specialist experience includes market restructuring, power generation, networks and trading. She has advised on power sector matters in Australia, the United Kingdom, Ireland and elsewhere. During her time in the United Kingdom, Ms Seaton advised on the UK renewable support mechanism and the EU Emissions Trading Scheme. She is currently advising on the carbon pricing mechanism in Australia and on trading Australian environmental products.
Director, Wragge & Co
Maxine Symington is a director in the energy infrastructure team at Wragge & Co, based in London and Birmingham. She specialises in the construction and installation of infrastructure in the renewables and nuclear sectors, and has a particular specialism in the construction and replacement of gas and electricity transmission and distribution networks.
Ms Symington acts for wind developers of both onshore and offshore projects in addition to other forms of renewables plant, such as biomass and energy from waste. She has experience of working in a regulated environment, for both National Grid and E.ON, and brings an understanding of the commercial drivers that affect a project, as well as a collaborative and pragmatic approach to problem solving in negotiation.
Alan J Tarr
Partner, Loeb & Loeb LLP
Alan Tarr is a partner in the New York office of Loeb & Loeb LLP and co-chair of the firm’s tax group. Mr Tarr’s clients include a broad range of companies and individuals. His practice focuses on tax planning for business transactions, including acquisitions and dispositions of businesses, reorganisations, utilisation of partnerships and limited liability companies, and tax benefits for renewable energy. Mr Tarr has been engaged in structuring transactions for wind and solar energy.
Associate, Baker & McKenzie
Matthias Thompson is an associate in the energy, resources, infrastructure and corporate team at Baker & McKenzie in Sydney, Australia. He has previously worked in the banking and finance and the renewables and environmental markets teams. He holds degrees in law and international studies from the University of New South Wales.
He has worked on a number of major renewable energy projects in Australia. Most recently, he was involved in the acquisition of Boco Rock wind farm and related project financing. He was also involved in the acquisition of a 50% interest in the Macarthur Wind Farm.
Mr Thompson has assisted with the development and teaching of environmental markets and international climate law courses at the University of New South Wales. Recently, he was the editor of the CDMRulebook and has contributed to a number of articles and publications related to environmental markets and renewable energy.
Partner, Eversheds LLP
Marcus Trinick QC has specialised in planning and environmental law since qualification in 1983. He has appeared as advocate in about 400 public inquiries, including over 75 wind farm inquiries. He was appointed queen's counsel in 2010.
Mr Trinick has advised on more than 320 onshore and 25 offshore wind energy projects in the United Kingdom and elsewhere, and led the advice on the first-ever UK wind farm at Delabole in Cornwall.
His experience includes advising on the 1GW London Array Project in the Thames Estuary, advising on most onshore Electricity Act wind energy proposals in the United Kingdom, advising on numerous smaller wind energy developments in England, Scotland, Wales, Northern Ireland and Ireland, and advising on the Dogger Bank and Irish Sea Round 3 Zones.