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Significant Transactions

2006-present

  • 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 manufactuer 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 a seven-year period for a large international engineering/construction contractor. Most work involved contract negotiations (with an aggregate value of about $7.8 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.

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2004 - 2006

Served as vice president and general counsel for a publicly-traded group of oilfield services companies:

  • Led the legal efforts associated with 9 U.S. divestitures for divisions doing business at 15 locations and the acquisition of 4 Canadian companies.

  • Formation of joint venture with one of the largest privately-held conglomerates in Mexico to manufacture and repair oilfield equipment.

  • 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.

  • Managed the litigation and settlement process for approximately 60 claims and potential claims involving one or more members of the oilfield services group.

  • Led negotiations for customer master services agreements.

  • Coordinated insurance and risk management programs.

  • Provided legal support for employment-related issues.

  • On-going due diligence activities and contract negotiations for acquisitions and divestitures.
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Earlier Activities

  • Resolution and settlement of disputes surrounding the premature failure of a gas-turbine generator for a Northeast U.S. power production facility.

  • 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.

  • 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

  • Continued due diligence assistance and legal support for investors contemplating the acquisition of six landfill gas power production facilities.

  • 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.

  • 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):
  (i)
international sales and sales agent contracts;
 
  (ii)
support for major equipment sales world-wide;
 
  (iii)
formation of joint ventures for the construction and ownership of infrastructure facilities;
 
  (iv)
acquisitions and divestitures of electric power plants and related facilities;
 
  (v)
performance of investigations in anticipation of defense against allegations of bribery in a Middle Eastern country;
 
  (vi)
legal support for construction and major equipment procurement activities in the U.S., Asia, and Australia;
 
  (vii)
regulatory advice for restructuring of electric power industries in California, Utah, and Pennsylvania;
 
  (viii)
legal support for facility operations and maintenance activities in the U.S., U.K., China, Thailand, and Australia;
 
  (ix)
formation of start-up entities (including associated securities issuances);
 
  (x)
advice to debt-ridden business enterprises and negotiations to avoid bankruptcy filings;
 
  (xi)
negotiations to implement U.S. Dept. of Energy "Clean Coal Technology" government support programs;
 
  (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)
 
  (xiii)
training programs in international finance, contracting, and ethics
     
  (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;
     
  (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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