电力

We offer our power industry clients a full range of legal services from finance, corporate, mergers and acquisitions, project development, securities, tax, antitrust, environment, federal and state regulation and dispute resolution to project-related agreements.

Mergers & Acquisitions

The team at Mayer Brown has extensive experience representing clients in the power and utility sector in all forms of M&A transactions, including mergers, purchases and sales of companies and assets, divestitures, joint ventures, restructurings and equity investments, among others. We advise clients on both public and private transactions involving electric and gas utilities, power generation facilities, electric transmission facilities and retail energy marketing businesses. Our team is involved in all aspects of these transactions and works closely with the deal team in areas such as bidding strategies, advising senior management and boards of directors on transaction issues, transaction structuring to address regulatory and tax concerns, due diligence and execution.

Conventional Electric Generation

Our team represents independent power producers, investor owned utilities, private equity sponsors and other investors in purchase and sale transactions of all sizes and types involving power generation facilities, from large generation portfolio transactions to single facility acquisitions and dispositions. Our experience includes transactions involving coal- and gas-fired generation and co-generation facilities, contracted and merchant facilities and facilities located across markets, including PJM, MISO, ERCOT and NYISO, as well as co-owned generation, and the associated ownership structures specific to the utility industry.

Retail Energy Providers

We represent clients in M&A transactions involving retail energy providers and understand the unique issues that arise in these transactions, including with respect to working capital, hedging programs and the regulatory overlay. Our familiarity with how these issues are addressed in the context of M&A transactions allows us to provide business specific advice to our clients and work with them to structure transactions that reflect the economic drivers underlying the transaction.

Utilities and Regulated Assets

The team at Mayer Brown represents investor-owned utilities and infrastructure investors in market leading M&A transactions involving electric and gas utilities, as well as regulated power infrastructure, such as electric transmission. Our team’s experience includes some of the largest, most recent mergers in the sector, and is based on over 20 years’ experience in these transactions. Notably, our experience includes extensive experience representing non-US investors in transactions in the sector.

Renewables / Emerging Technologies

We represent developers, sponsors and investors in M&A transactions involving renewable generation assets and other emerging technologies. Our team’s extensive experience in the project development and project financing of renewable generation allows us to advise clients with respect to the unique aspects involved in M&A transactions involving renewable generation, including with respect to the specialized tax and financing structures often associated with these assets.

Projects

Our finance experience covers a full range of debt and equity financing structures. With an extensive record of bringing award-winning projects to completion, we structure, negotiate and document the full array of project and financing agreements specific to power projects. Our experience includes project contract, power purchase agreements (PPAs), tolling agreements, engineering, procurement and construction contracts (EPC), operating and maintenance agreements, gas purchase and gas transportation agreements, hedges and all associated documentation. 

Construction/Design Transactions and Disputes

We regularly advise on negotiating design/build, partial design/build and unique contracts for energy projects. Our lawyers work closely with clients’ design and construction teams from the inception of each project, to the completion of the relevant contacts and throughout project implementation. We advise on procurement, subcontracting, project risk allocation, interfaces between difference contracts and the negotiation and implementation of the contracts with the various bidders. That work includes advice to public and private clients on change orders, bid and performance bond matters, delays, force majeure, lien claims and dispute resolution in domestic and international tribunals.

Regulatory and Environmental Matters

Our focus is to help our clients in this sector interpret and interact with the complex laws and regulations impacting their businesses, and we have experience advising developers, owners, operators and acquirers of power projects and marketers of energy from power projects, as well as lenders and investors in these projects. Our work includes negotiating and securing regulatory approvals, and assisting our clients in establishing and implementing their legal and regulatory compliance programs. We also routinely represent clients in hearings, investigations and contested actions before energy industry regulatory authorities. This experience is critical to our ability to assist our clients in all aspects of M&A transactions, from due diligence to regulatory approvals to post-closing compliance.

Tax

In addition to our broad experience advising clients with respect to tax matters in M&A transactions generally, a key element to our M&A transaction support in the area of renewables is our experience with partnerships, leasing structures and all of the other structures used in financing renewable projects. We have assisted clients in structuring transactions to monetize US production and investment tax credits, US Treasury cash grants and depreciation benefits and other US and state subsidies and benefits, as well as tax subsidy arrangements in cross-border matters. This experience allows us to work with clients to ensure that transactions are structured to optimize these benefits.

Working with Non-US Entities

We work extensively with non-US entities in US transactions in this sector. We recognize the inherent issues and complexities foreign companies face when investing in or acquiring US businesses or assets. Our team has an in-depth understanding of industry-specific issues and regularly advises on the full range of legal services that foreign clients may encounter, including US tax issues and regulatory and compliance concerns. We also routinely assist clients with issues relating to Committee on Foreign Investment in the United States filings and/or the Hart-Scott-Rodino Act. Our M&A transaction teams are able to draw on this experience in representing both US and non-US clients, in that understanding the potential regulatory and tax hurdles faced by a non-US counterparty can be critical to our US clients in assessing the potential risks presented.