Energy

Riker Danzig has served the business community for over 125 years, earning a national reputation as the firm to go to in New Jersey for practical, innovative and cost-effective legal solutions. We have been recognized as the top firm in New Jersey by The Best Lawyers In America® since 2008, with more attorneys listed than any other New Jersey firm. In addition, our Energy Group has been ranked #1 among New Jersey law firm Energy Practices by Best Lawyers each year since 2008. Our Energy Group was also ranked in the first-tier among all New Jersey firms in the U.S. News and World Report-Best Lawyers inaugural “Best Law Firms” rankings.

Riker Danzig provides effective advice and skillful solutions to the complex needs of clients in both traditional and developing segments of the energy industry. Riker Danzig's energy practice advises clients on a broad spectrum of transactional, regulatory, legislative, project development, and litigation matters in the electric, renewable and alternative energy, oil, gas, and biofuel industries. Riker Danzig understands industry requirements for efficient, practical advice, and values building long-term client relationships based on performance and trust.

The Firm's multidisciplinary energy practice integrates the know-how of Riker Danzig's attorneys having expertise in energy and public utilities with attorneys specifically focused on the fields of corporate law, environmental law, governmental affairs, litigation, mergers & acquisitions, finance, real estate, land use, bankruptcy, labor & employment, and tax. As such, the Firm provides the necessary blend of legal disciplines appropriate for each client matter.

The Firm's attorneys have handled:

• The acquisition, divestiture and restructuring of electric generating plants and energy asset portfolios, including cogeneration and hydroelectric facilities
• Electric generating facility project development, including solar, wind and waste-to-energy projects
• Regulatory proceedings involving rates, service reliability, mergers, divestitures and financings on behalf of electric utilities
• Regulatory initiatives to introduce energy efficiency, demand response and solar programs under an evolving regulatory framework
• Development and lobbying for passage of legislation revising New Jersey's energy statutes
• Regulatory proceedings for the waste-to-energy industry
• Environmental compliance, regulatory and transactional matters, often addressing air and water permitting, siting and land use matters, and site remediation
• Litigation and defense of complex environmental enforcement actions, many involving bet-the-company issues or facility shut-down
• Litigation relating to the restructuring of cogeneration arrangements

Transactional/Corporate

Riker Danzig's attorneys have successfully represented clients in transactions connected with power, renewable energy, and oil and gas projects of various sizes.

Riker Danzig attorneys have advised lenders, developers, operators and investors in connection with power projects across the United States. The Firm’s attorneys have helped clients acquire, divest, develop and finance power plants ranging in size up to 2700 MW and utilizing such diverse technologies and fuel sources as natural gas, oil, coal, cogeneration, biomass, industrial waste, hydroelectric and biodiesel. The Firm has been involved in the negotiation of EPC and turbine supply agreements, site leases, power purchase agreements, distribution agreements, power marketing agreements, operation & maintenance agreements, gas transportation agreements, transmission agreements and interconnection agreements.

Riker Danzig's attorneys have also been actively involved for more than ten years in the evolving renewable energy industry, representing clients from the initial stages of investment and tax structuring to the development, financing, construction and operation of a diverse collection of renewable and alternative energy projects. The Firm's attorneys have worked on biodiesel, solar, biogas, wind, compressed air energy storage and hydropower transactions, as well as alternative "clean coal" and biomass-related energy transactions.

Riker Danzig has assisted clients with oil & gas purchase, development and financing transactions. Riker Danzig has represented independent oil & gas exploration and production companies as well as owners of hydrocarbon producing properties. The Firm has experience in assisting these clients in addressing the complex exploration and production issues they encounter, including the changing regulatory and political environment encountered in newly hydrocarbon-producing regions. More particularly, the Firm's attorneys have experience with area of mutual interest agreements and unitizations, development and investment agreements, exploration funding agreements, joint operating agreements, and drilling and field services agreements.

Representative transactional matters include:

• Representing a consortium of energy companies and generation facility suppliers and developers in establishment of an entity that has as its purpose the purchase of renewable energy generation facilities (including solar, biomass, wind and geothermal) and the bundling and offering of the power produced by such facilities to the market.
• Representing a European developer of deep water offshore wind farms in a Series B and Series C private placement of equity securities and related corporate restructuring of it’s U.S. subsidiary.
• Representing Calpine Corporation as its New Jersey counsel in its $1.63 billion purchase of 4,490 MW of power generation assets from Pepco Holdings, Inc. and the related acquisition financing from a syndication group led by Credit Suisse AG. The purchase included 18 operating power plants, half of which were located in New Jersey.
• Representing a rooftop solar power developer in its formation and the development of solar projects, including negotiation of purchase and installation agreements, solar power purchase agreements, access agreements and asset management agreements.
• Representing a boutique energy industry investment banking firm in its investment in, and management arrangement with, the owner and developer of over 400 MW of wind and solar power projects located in the Pacific Northwest.
• Assisting GE Commercial Finance in several auctions for the proposed purchase of wind projects, including due diligence and negotiation of bid and acquisition documentation.
• Representing a Houston-based midstream energy fund and power project developer in the development of a significant compressed air energy storage power generation project and the negotiation of a joint venture with a leading Fortune 500 energy services holding company.
• Representing a Colorado-based oil & gas exploration company in a series of acquisitions of leasehold interests, working interests and royalty interests in commodity producing properties. We advised the same enterprise in financings for the development of such properties.
• Representing two independent power producers in their joint bid out of bankruptcy for a power generating company owning five hydroelectric and natural gas/jet fuel-fired power stations.
• Representing Morris Energy Group, LLC in its purchase of a 27 MW natural-gas and oil fired merchant power facility located in Massachusetts.
• Representing an independent power producer in its bid for a 830 MW cogeneration facility located in Texas.
• Representing prospective purchaser in extensive due diligence of, and negotiation through multiple auction rounds for purchase of, a Edison Mission Energy portfolio of cogeneration and other power facilities, including the EcoElectrica facility located in Penuelas, Puerto Rico consisting of a 540 megawatt steam and electric power cogeneration plant fueled by LNG, LPG and fuel oil, a desalination facility, and an LNG import terminal and storage facility.
• Representing an owner of numerous hydroelectric projects in northeastern United States in acquisitions and dispositions of partnership interests, project financings and restructurings.
• Representing a leading integrated energy company in the proposed $700 million restructuring of the equity and debt holdings in two Florida cogeneration facilities, including the redemption of bonds and securitization of energy revenues.
• Representing El Paso Energy Corporation in (i) its acquisition of a 75 megawatt gas-fired cogeneration facility (comprised of a 50 megawatt combined-cycle generator and a 25 megawatt single-cycle generator) located in Colorado, (ii) its renegotiation of a related power purchase agreement and (iii) its 50 megawatt expansion to this shared Colorado facility site.

Regulatory and Governmental Affairs

The Firm has decades of experience representing clients before utility regulators, the Courts and the Legislature regarding the full breadth of energy regulatory matters. We continue our practice of representing traditional investor-owned energy utilities on matters involving rates and service reliability. In addition, we have increasingly focused on matters for various clients regarding energy efficiency, conservation, and renewable energy. Such matters involve the intersection of energy statutes, including energy deregulation statutes and recent "RGGI" legislation, and various regulatory initiatives including the New Jersey Energy Master Plan, Clean Energy Program, Renewable Portfolio Standards, Renewable Energy Credits (RECs), Solar Renewable Energy Credits (SRECs) and the provision of basic generation service (BGS). We routinely assist our clients through complex contested evidentiary hearings, rulemaking processes, and informal agency undertakings. At the same time, many of our attorneys are Government Affairs Agents and we recognize when legislative solutions are optimal. We have the capabilities necessary to support a bill from drafting and introduction through successful adoption as law.

The Firm serves as New Jersey regulatory counsel to Rockland Electric Company, a subsidiary of Consolidated Edison, Inc., and has successfully represented it in a broad range of regulatory proceedings before the New Jersey Board of Public Utilities (BPU), Office of Administrative Law (OAL) and the New Jersey Courts. Recent regulatory and legislative matters include:

• Three base rate cases and deferred energy cost proceedings since 2002
• Proceedings arising out of the Electric Discount and Energy Competition Act 1999 (EDECA) and its many amendments
• Energy Master Plans
• Clean Energy matters and Petitions pursuant to RGGI legislation for approval of Energy Efficiency Programs, Solar Energy Loan Programs, and SREC-based financing programs and Demand Response (DR) Programs
• Economic stimulus filings to accelerate investments
• Comprehensive electric industry restructuring proceedings
• The first proceeding to address “securitization” of deferred energy costs pursuant to legislation drafted and assisted through the legislature by the firm
• The divestiture of generating assets
• NJBPU's Comprehensive Energy Efficiency and Renewable Energy Resource Analysis (CRA) Proceedings
• The merger of Rockland's parent, Orange and Rockland Utilities, with Consolidated Edison, Inc.
• Defense of customer complaints

In addition to Rockland, the Firm also represents or has represented all of the New Jersey electric distribution utilities (Atlantic City Electric Company, Jersey Central Power & LIght Company and Public Service Electric & Gas Company) and certain of their affiliates on various regulatory and legislative matters. We have served as New Jersey legislative counsel for Jersey Central Power & Light Company (JCP&L). We advised JCP&L on pending legislation, and assisted it in achieving its goals by drafting and seeking passage of new legislation or appropriate amendments to pending legislation. We represented FirstEnergy Corp. in the joint filing with JCP&L for necessary approvals from the BPU relating to their merger of GPU. The Firm also represented Atlantic City Electric Company, d/b/a Conectiv, before key legislators, regulators, the Office of Chief Counsel to the Governor and other influential constituencies in the year-long legislative process resulting in the EDECA legislation. We also represented Atlantic Electric in proceedings before the BPU, Superior Court and Appellate Division challenging the attempted acquisition through condemnation of the company's distribution system and customers by a municipality. The Firm has consulted with and represented Public Service Electric and Gas Company (PSE&G) in a number of matters. We have also represented utility and intervenor clients in gas utility base rate cases.

In addition to representing utilities, the Firm has represented various commercial, financial and other clients implicated by energy regulatory matters. Riker Danzig has also represented competitive retail marketers of energy on licensing and related matters, including Consolidated Edison Solutions. In addition, we represent Consolidated Edison Energy, Inc. as respondent in an appeal by the Division of Rate Counsel of the BPU Order in the 2008 BGS auction proceeding permitting BGS suppliers to recover increased SREC costs from customers. The Firm has also served as counsel to several lenders to and developers of cogeneration projects, including projects at Marcal Paper Mills in Elmwood Park, Schering-Plough in Kenilworth, the Exxon refinery in Linden and the Coastal Oil Company Eagle Point facility in West Deptford Township.

For over twenty-five years, the Firm has done extensive work for companies generating power from waste-to-energy facilities in New Jersey. We represented Wheelabrator Environmental Systems, Inc. regarding siting, economic regulation, property tax and environmental issues for its Gloucester County facility, including alleged violations of its air permit and solid waste facility permit. We assisted American Ref-Fuel Company with respect to regulatory issues for its Newark facility, which currently is owned by Covanta Energy. The Firm also has represented Covanta Energy and/or its project companies for its Union County and Warren County facilities with regard to regulatory issues, litigation (constitutional flow control issues and environmental issues) legislative initiatives, and restructurings.

Environmental

New Jersey is a state noted for its strict environmental laws and the energy industry is among the most heavily regulated industries when it comes to environmental issues. Riker Danzig has one of the largest and most diverse environmental practices in the state, rated in the top tiers by Chambers USA. The Firm advises energy companies and others on a broad array of existing and emerging environmental issues, concerning project development and finance, transactions, regulatory compliance, litigation and enforcement. Our clients have included utilities and independent power producers, renewable energy companies, oil and gas companies, retail suppliers and other industry participants.

The Firm's environmental attorneys routinely practice at the cutting edge of energy issues, renewables, and climate change regulation. We recently represented a biodiesel manufacturer from the early stages of investment to the development, financing, construction and operation of full-scale manufacturing operations. Our advice addressed the spectrum of regulatory and transactional matters, including air permitting, site remediation, waste water and storm water discharges and OSHA, and included negotiation of a complex lease of a port terminal facility and counseling on environmental aspects of investor, asset purchase, and other agreements. Other leading edge matters that the Firm has handled include advising and providing regulatory support to a chemical industry trade association on climate change and CO2 regulations.

The Firm has extensive experience litigating and defending complex government enforcement actions against energy companies. We have defended utility, waste-to-energy, petroleum product, and renewables companies on notices of violation, administrative orders, and civil penalty assessments on a variety of air-emission matters, many involving "bet-the-company" issues or facility shut-down. Our attorneys excel at finding creative legal and practical solutions to resolve these enforcement matters. Our work also has included successfully challenging application of state regulations to the siting and development of electric transmission and distribution facilities.

Other representative environmental matters handled by Riker Danzig attorneys include:

• Negotiating terms of environmental permits for two electric generation facilities planned to be acquired by NRG Energy.
• Counseling another independent power provider on Title V and PSD compliance issues, and handling all air permitting issues for a major petroleum refiner with a large storage facility in Linden, New Jersey.
• Representing a large petroleum products company with three major New Jersey facilities, the largest of which handles more than three billion gallons annually. The Firm negotiated resolution of a major enforcement action, resulting in a reduction of penalties to a fraction of the agency's eight figure demand, obtaining permit revisions consistent with the operational needs of these facilities, and avoiding closure of facilities. The settlement included an innovative supplemental environmental project and purchase of emissions offsets to account for increased emission levels.
• Negotiating an innovative settlement with the Department of Environmental Protection on behalf of a petroleum products company, involving use of an innovative supplemental environmental project and the purchase of emissions offsets to account for increased air emissions.
• Advising an electric generator on environmental aspects of siting a proposed natural gas fired peaking generation facility and environmental compliance therefore.
• Litigating a judicial stay of an administrative cease and desist order and enforcement of permit conditions to allow continued operation of coal fired generation plant during appeal of Title V air permit conditions.
• Challenging state proposal and utility settlement that would have eliminated use of Open Market Emission Trading (OMET) credits.
• Representing a waste-to-energy facility on environmental matters in connection with several transactions, including due diligence, negotiating environmental and other agreements, and regulatory compliance.
• Representing one of New Jersey's largest petroleum refiners in connection with the sale of a major refinery. The Firm was involved in all environmental aspects of the due diligence, the negotiation of covenants, representations and warranties, and obtaining regulatory approvals for the transaction.
• Representing an oil and gas retail fuel merchant in connection with defending environmental enforcement actions brought by regulatory agencies, litigating cleanup cost recovery matters, and providing environmental counseling.

Litigation

Riker Danzig was ranked first in New Jersey for Commercial Litigation by Best Lawyers of America® for 2008, 2009 and 2010, and was ranked in the first tier for Commercial Litigation in New Jersey by Chambers USA: America's Leading Business Lawyers Client's Guide, which called the Firm "significant, well-connected" and "a strong litigation outfit, best known for complex cases." More than half of our attorneys are full-time litigators. We are engaged in all types of complex civil litigation in federal and state courts, both at the trial and appellate levels, as well as before federal and state administrative agencies.

Riker Danzig has the capacity to handle a wide range of complicated and challenging business and commercial matters. We are engaged in all types of complex litigation. Representative energy industry-related litigation matters handled by Riker Danzig attorneys include:

• Obtaining a substantial settlement on behalf of a local utility in a lawsuit seeking $200 million in damages from a manufacturer of defective components for the loss of use of two nuclear power stations and the cost of replacement power. The case raised complex questions of the scope and enforceability of certain contractual disclaimers of liability.
• Advising a major petrochemical concern in international contract litigation involving the "act of state doctrine" and the enforceability of force majeure clauses.
• Defending construction claims related to the major renovation and environmental upgrade or a coal-fired power plant.
• Prosecuting and defending claims on behalf of a power marketer and generator arising out of energy services agreements.
• Defended a diversified electric company against toxic tort suits by residents living near former manufactured gas plant.
• Defended a diversified electric company against civil penalty actions brought by the New Jersey Department of Environmental Protection.
• Represented a major energy provider in challenges to permit conditions imposed by the New Jersey Department of Environmental Protection
• Conducted internal investigations of allegations of misconduct by company employees, and handled responses to government inquiries for major energy provider.
• Represented a natural gas supplier in condemnation proceedings to secure gas pipeline easements.
• Defended a major utility provider against a municipality in condemnation proceedings concerning energy transportation facilities.
• Represented numerous cogeneration companies in connection with construction contracts and disputes.