Significant Transactions
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Provided legal support for a domestic refining company in:
(i) the purchase and installation of generally unproven new technology equipment for solid acid alkylation;
(ii) the installation of a new isomerization system; and
(iii) dispute resolution with respect to the supplier under an air products supply agreement where the supplier's equipment was located at the client's refinery
- Provided legal support for initial development of a new Louisiana-based liquified natural gas production facility (design capacity of 2.1 billion cubic feet per day with an estimate project installation and start-up cost of $6.9 billion)
- Service as outside general counsel to an oilfield pipe upsetting company, including contract review, internal restructuring, and response to and coordination of litigation and allegations by Immigrations and Customs Enforcement as to the hiring of workers who were not properly documented
- Negotiated and finalized a power purchase and sale agreement for a U.S. East Cost landfill gas power production facility.
- Provided support to a European steel manufacturer in setting up an iron ore processing facility in the U.S.
- Provided support for an American/German construction consortium in contracting for the installation of the first offshore wind farm in the U.S.
- Continuous support over an eight-year period for a large international engineering/procurement/construction contractor. Most work involved contract negotiations (with an aggregate value of about $10 billion) for hydrocarbon and chemical refinery construction, renovation, and modernization activities in North and South America, Europe, and Asia.
- Provided legal support for the development of one of the largest solar power production facilities in the world.
- Negotiated engineering, procurement and construction matters for three large copper mines under construction in the Democratic Republic of the Congo and in Chile.
- Facilitated disputed resolution between power plant owner and chemical supply company following a significant spill and environmental contamination.
- Facilitated dispute resolution between a natural gas supplier and a large Nevada power production facility.
- Supported acquisition by a Chilean power plant of turbine generators.
- Supported power project developments and acquisitions in Hawaii, Idaho, Texas, Illinois, Kentucky, Arizona, and California. These projects utilized renewable or innovative fuel sources (including wood, methane derived from biomass, municipal solid waste, solar, wind, and compressed air storage).
- Provided legal advice regarding on-going contractual and operational issues for power projects in New Jersey, Florida, Texas, and California.
- Negotiated and closed electric transmission line upgrade construction agreement for a Florida independent power producer. The upgrades on an electric utility's system allowed the power plant to reach new markets for its capacity and energy.
- Represented a lending group in the acquisition of existing loans for two large coal-fired power stations under development in the U.S. Provided legal support in restructuring loans and in protecting the new creditor's rights after loan default. Assisted in structuring a settlement agreement involving claims raised by various parties involved with these transactions.
- Represented oil pipeline construction and repair management team in buy-out of company and in on-going contractual matters.
- Represented an entrepreneur in the acquisition of a boat trailer fabrication company; assisted in structuring settlement agreement involving parties adverse to the transaction.
- Supported organizational and start-up activities for new electric power development companies, a real estate office building investment company, and an on-line "stop smoking" start-up.
- Supported the growth of an entertainment production company. The production company needed to acquire and maintain certain intellectual property rights while developing more sophisticated contracting practices.
- Negotiated and closed purchase of four auto repair facility franchises; assisted new franchisee in subsequent sales of all four franchises.
- Assisted R&D company with innovative shopping cart marketing and check out technology. This company required capital and debt restructuring while preparing to be acquired by a competitor.
TOP
Served
as vice president and general counsel for a publicly-traded
group of oilfield services companies:
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Led the legal efforts associated with 9 U.S. divestitures for divisions doing business at 15 locations and the
acquisition of 4 Canadian companies.
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Formation of joint venture with one of the largest privately-held conglomerates in Mexico to manufacture and repair oilfield
equipment.
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Implemented programs and procedures to identify intellectual property holdings, to file patent applications, and
to register trademarks and trade names in the U.S., Canada, Mexico, Malaysia, and Brazil. Instituted procedures
for identifying and tracking status of intellectual property rights for expanding intellectual property
portfolio.
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Managed the litigation and settlement process for approximately 60 claims and potential claims involving one or more members of the oilfield services group.
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Led negotiations for customer master services agreements.
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Coordinated insurance and risk management programs.
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Provided legal support for employment-related issues.
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On-going due diligence activities and contract negotiations
for acquisitions and divestitures.
TOP
Earlier Activities
- Resolution
and settlement of disputes surrounding the premature failure
of a gas-turbine generator for a Northeast U.S. power production
facility.
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Provided legal support for the formation of a construction
consortium, including legal lead for the negotiation and
drafting on an engineering, procurement, and construction
contract for a proposed $300 million series of coking ovens
to be sited in the U.S. Midwest, with the off-gas to be
sold to a 90 MW power plant, and flexibility for a future
coal-fired power plant.
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Successful negotiations with a major Texas university to
remove three semesters of failing grades on behalf of a
student who had been afflicted with a debilitating disease,
thus re-opening the possibility that this bright and talented
student might finish college and enter medical school.
- Provided
legal support for negotiating and drafting (i) an engineering,
procurement, and construction contract for a proposed 534
MW circulating fluidized bed coal-fired power production
facility in the U.S. and (ii) a joint venture agreement
among the principal contractors for the power project
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Continued due diligence assistance and legal support for
investors contemplating the acquisition of six landfill
gas power production facilities.
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Continued assistance to major U.S. wind power developer
in establishing ownership structure and related management,
operating, and partnership agreements for a series of wind
farms throughout the United States.
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Assistance to entrepreneur in acquiring a fourth auto service
franchise and associated real property rights in the Houston
area.
- Lead
negotiator for master service agreements for a publicly-traded
oilfield services group
- Due
diligence assistance to a Fortune 500 contemplating the
acquisition of a nuclear power plant
- Assistance
to major U.S. wind power developer in establishing ownership
structure and related management, operating, and partnership
agreements for a series of wind farms throughout the United
States
- Member
of due diligence team to acquire 500 MW power production
facility in Southern U.S. Primary responsibility for renegotiation
of turbine-generator long-term parts and services agreements
which were valued on a cash flow basis higher than the turbine
acquisition costs
- Provided
legal support for the formation of a fund to invest in environmentally-friendly
power technologies
- Provided
legal support to renovate control room and related systems
of a power production facility in the U.S. Pacific Northwest
- Represented
principals for the formation of a joint venture (limited
liability company) to engage in engineering, procurement,
and construction services. This new entity includes a Fortune
500 conglomerate with strong engineering and marketing expertise
and a regional specialty construction contractor
- Review
and updating of a Fortune 500's international compliance,
document retention, and anti-corruption policies in light
of recent changes in European law and impacts of the U.S.
Sarbanes-Oxley legislation
- Provided
legal support in a bid to acquire six landfill gas power
plants (approx. value of $40 million)
- Sale
of electric power plant equipment and related parts and
services contract to large Midwestern utility. Lead attorney
and lead negotiator to attain closing; legal liaison to
equipment supplier (all items were still under manufacture).
Aggregate value: $75 million
- $103
million sale of electric power plant equipment and related
parts and services contract to large oil refinery. Lead
attorney with respect to associated parts and services contract;
legal liaison to equipment supplier
- In-house
legal lead for Entergy's Houston division for the development
and implementation of Entergy Corporation's international
computer-based corporate compliance training program. Managed
Entergy Corporation's international compliance program with
respect to the U.S. Foreign Corrupt Practices Act
- In-house
legal lead to implement initial round of employee layoffs,
including WARN act notifications and preparations for employee
claims
- On-going
support for electric power projects under development or
under construction
- In-house
legal lead on $450 million major equipment acquisition financing
program (synthetic lease transaction). Responsibilities
included negotiation support to outside counsel to assure
compliance with on-going development and construction constraints;
negotiations with vendors and partners for requisite contractual
amendments and consents to transaction; and coordination
with senior management and board of directors for requisite
approvals and limited guarantees and indemnities.
- General
legal support for acquisition of 80 MW wind farm in Iowa.
Legal lead for negotiating and drafting post-closing administration
and operations & maintenance agreements with developer
and former owner
- General
legal support for preparing gas gathering/aggregator subsidiary
for divestiture ($14 million transaction); coordination
with partner who was not convinced that sale should take
place; supported negotiations which resulted in successful
closure
- Negotiated
and closed operations and maintenance agreements for joint
venture power production facilities in Illinois and Texas.
Also provided general legal support for the formation of
the joint venture and for project development activities
- Served
as in-house legal lead for $31.6 million subordinated financing
for a joint venture power production facility under construction
in Louisiana
- Supervised
legal activities with regard to municipal bond financing
program for a private power production facility in Mississippi
- Managed
in-house legal staff with respect to (i) discovery issues
related to California litigation involving discontinued
Mexican project and (ii) U.S. bankruptcy of construction
contractor for almost $1 billion worth of facilities in
the U.K.
- Served
as chair and facilitator for employee benefits committee
which ultimately developed and implemented ride sharing/commuting
policy and flexible work-week policies
- Commenced
supervision of in-house attorneys involved with development,
construction, and financing of major infrastructure facilities
(primarily electric power plants and related facilities),
acquisitions, and variety of other matters; supervised attorney
responsible for legal support for governmental affairs (lobbying
and regulatory permitting) activities
- Legal
support for $700 million equipment acquisition.
Legal lead on negotiations for associated long-term parts
and services valued at over $1.3 billion
- Legal
lead for formation of engineering and construction joint
venture between Entergy and Shaw Group which was anticipated
to construct up to $6 billion worth of infrastructure facilities
over a 7-year period. Principal drafter for form EPC contract
to be submitted to customers and their lenders
- Negotiated
and closed (i) cost-plus operations and maintenance agreement
and (ii) turbine parts and maintenance services (estimated
value of $130 million); both for a joint venture power production
facility in Louisiana. Supervised outside counsel's work
in negotiating and closing equipment and construction services
for the same facility valued at $200 million
- Commenced
supervision of corporate secretary and paralegal functions
involved with forming and maintaining over 150 subsidiaries
in over a dozen U.S. and international jurisdictions
- Developed
standardized form contracts for independent power producer's operation and
maintenance of power production facilities in the U.S. and
other common law countries
- Implemented
and conducted U.S. Foreign Corrupt Practices Act training
and compliance program for U.S. and European offices of a Fortune 500
- Support the following activities (among others):
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(i)
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international
sales and sales agent contracts; |
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(ii)
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support
for major equipment sales world-wide; |
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(iii) |
formation
of joint ventures for the construction and ownership
of infrastructure facilities; |
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(iv) |
acquisitions
and divestitures of electric power plants and related
facilities; |
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(v)
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performance
of investigations in anticipation of defense against
allegations of bribery in a Middle Eastern country; |
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(vi) |
legal
support for construction and major equipment procurement
activities in the U.S., Asia, and Australia; |
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(vii) |
regulatory
advice for restructuring of electric power industries
in California, Utah, and Pennsylvania; |
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(viii) |
legal
support for facility operations and maintenance activities
in the U.S., U.K., China, Thailand, and Australia; |
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(ix)
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formation
of start-up entities (including associated securities
issuances); |
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(x) |
advice
to debt-ridden business enterprises and negotiations
to avoid bankruptcy filings; |
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(xi) |
negotiations
to implement U.S. Dept. of Energy "Clean Coal
Technology" government support programs; |
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(xii) |
internal
restructuring and other activities required to prepare
for the sale of the largest shipbuilding facility
on the U.S. West Coast. (General Dynamics was the
successful purchaser) |
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(xiii) |
training
programs in international finance, contracting, and
ethics |
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(ix) |
negotiations and legal support for roughly 40 power plant development, construction, project financing, and operations or acquisition / divestiture programs for new business enterprises in various parts of North America, South America, Asia, and Europe; |
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(x) |
negotiations
and legal support in the acquisition of a group of
related troubled geothermal power plants in California
while keeping lenders and over 130 mechanic's lien
holders at bay until the entities owning these facilities
could complete construction/upgrade activities and
turn into profitable enterprises. The financing packages
for these entities also had to be renegotiated. During
this time, the developer and partner to Mr. Whiting's
clients filed for Chapter 11 bankruptcy, which greatly
complicated matters when the court appointed a trustee
and removed the prior management team. |
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