A Brief Overview
of Our Firm
K&L Gates operates at the critical
crossroads of the 21st century, offering
clients experienced legal counsel at the
intersection of globalization, regulation,
and innovation.
A Brief Overview of Our Firm
K&L Gates delivers legal services on an integrated and global
basis, with nearly 2,000 lawyers located in more than 40 cities
across four continents.
We represent a broad array of leading global corporations in
every major industry, capital markets participants, and ambitious
middle-market and emerging growth companies. We also serve
public sector entities, educational institutions, philanthropic
organizations, and individuals. Our lawyers counsel clients on their
most sophisticated legal challenges in all areas of corporate and
regulatory law as well as litigation.
We are leaders in legal issues relating to industries critical
to the economies of both the developed and developing
worlds—technology, manufacturing, energy, transportation,
telecommunications, financial services, and life sciences,
among others.
Apply a Global Perspective
K&L Gates is positioned at strategic intersections of the global economy, with one
of the largest contingents of lawyers and offices across the United States of any
law firm and strong local presence in key capital cities and world commercial
We encourage our lawyers to provide
pro bono legal representation and
and financial centers. Our extensive latticework of lawyers, practices, and offices
to participate in other charitable,
creates a worldwide network to serve our clients’ growing international needs.
community, educational, and
With approximately 300 lawyers based in Berlin, Brussels, Frankfurt, London,
professional activities. In addition,
Milan, Moscow, Paris, and Warsaw, K&L Gates is located in Europe’s largest
we actively recruit professionals
economies. We are well-situated to meet clients’ legal challenges arising under
whose business and life experiences
the U.K., German, French, Belgian, Italian, Russian, Polish, and EU legal
regimes. Our lawyers’ on-the-ground experience and knowledge enable them to
give clients valuable insights into local business policies and practices. We have
reflect the diversity of our clients
and our communities. At K&L
advised clients at every stage of their development in Europe, from local start-
Gates, we believe diversity of
ups to mid-sized overseas companies looking to enter the market to experienced
opinions, attitudes, experiences, and
global businesses with well-established operations in the region.
K&L Gates also has one of the largest international practices in Asia of any U.S.
law firm, with comprehensive coverage in Greater China. Our commitment to
the region began in 1996 with the opening of our Hong Kong office. Since then,
we have steadily built our Asia practice to more than 100 legal professionals in
our offices in Beijing, Hong Kong, Shanghai, Singapore, Taipei, and Tokyo. Our
lawyers in Asia are noted for their seamless service to clients across multiple
jurisdictions as well as their innovative approach to intellectual property issues,
dealings with government authorities, litigation and dispute resolution, and
transactional matters.
Our Doha and Dubai offices serve as hubs for our work in the Middle East, a
key crossroad for international trade and finance. Our team in the Gulf Region
serves Middle Eastern clients both domestically and abroad, as well as international clients doing business in the Middle East. We assist our clients in an array
of matters, including projects and construction, corporate, dispute resolution,
finance, energy and infrastructure, and media and technology, among others.
Our São Paulo, Brazil office is a strategic location from which K&L Gates serves
clients’ needs in South America. Our lawyers in São Paulo offer distinct capabilities in international finance and capital markets, investment management,
construction and project development, tax, and arbitration.
perspectives makes for a stronger
work environment and more creative
client solutions.
Understand Critical Business Issues
Our corporate and transactional
We have a sophisticated and growing
zations on a wide variety of corporate
practice is one of the most substantial
global finance practice in areas
and tax issues related to their cre-
in the profession. Each year, we com-
including structured finance; secu-
ation, operation, and dissolution.
plete hundreds of mergers and acqui-
ritization; derivatives; structured
sitions and public and private debt
products; CDOs; real estate finance;
and equity offerings. Our lawyers in
municipal finance; and mezzanine,
the United States, Europe, Asia, and
leveraged, and acquisition finance.
South America are highly experienced
In support of our work with emerg-
in cross-border mergers and acquisi-
ing growth companies, we have a
tions, securities, regulatory, tax, and
substantial alternative capital markets
financing transactions. We maintain
practice, including AIM listings,
a balance between company-side
PIPEs, reverse takeovers, and SPACs.
and capital-markets clients in virtually
every industry segment.
Our lawyers are also highly regarded
for their integrity and experience in
Several publications have acknowl-
the arena of corporate governance,
edged our lawyers as leaders in their
including independent corporate
fields. We are routinely ranked among
investigations. Our experience
leading law firms in the area of fund
includes serving as lead examiner in
client representations in the mutual
both the New Century and WorldCom
fund industry. Private Equity Analyst
bankruptcies and in the internal CBS
regularly ranks K&L Gates as one of
investigation of the “60 Minutes” story
the “most active law firms” worldwide
involving former President George W.
for both private equity/venture capital
Bush’s National Guard service.
transactions and fund formation. We
are also recognized as a leader in
the investment management finance
industry, hedge funds, and ESOPs.
The K&L Gates private clients practice represents individuals including
business owners, entrepreneurs,
executives, celebrities, and artists in
lifetime tax planning, wills, probate,
administration of estates, and tax and
trust litigation.
We also have extensive experience
in all areas of real estate law, offering national coverage in the United
States through 24 offices as well
as a comprehensive practice in the
United Kingdom, Germany, Dubai,
and certain key markets in Asia. Our
clients call upon us to help solve the
entire spectrum of their real estate
legal needs, including development
and construction, leasing and acquisitions, financing matters, tax advice
and entity structuring, sustainable
Our tax-exempt organizations practice
development issues, real estate ser-
represents some of the world’s largest
vices, and real estate litigation.
and best-known private and corporate
foundations and other charitable
organizations. We advise these organi-
Private Equity Analyst regularly ranks K&L Gates
as one of the “most active law firms”
worldwide for both private equity/venture
capital transactions and fund formation.
Creatively Resolve Disputes
Businesses and individuals across
Our dispute resolution lawyers are
the globe turn to K&L Gates to handle
recognized as among the foremost
their “must win” disputes. Our litiga-
practitioners in their field. We have
tion and dispute resolution lawyers
been rated a leading practice in the
are at their best when handling
representation of corporate policy-
complex, multidimensional commer-
holders in the insurance coverage
cial and regulatory disputes. They are
area and as a leading litigation firm
efficiency and reduce costs for
tough, innovative, and committed to
for the financial services sector. Addi-
clients, our e-Discovery Analysis
our clients’ interests.
tionally, our litigation engagements
Our dispute resolution practice
includes international arbitrations,
civil and criminal trials, deal litigation, domestic and international class
actions, and appellate work. We have
helped resolve disputes in the most
nuanced and complex areas, includ-
have helped to shape intellectual
property law in the fast-moving
Guided by a desire to improve
and Technology (e-DAT) Group
uses and helped develop Attenex
technology sector. Our acclaimed
Patterns™, a document mapping
e-Discovery Analysis and Technology
software used to review massive
(e-DAT) Group also continues to pave
the way nationally and internationally
in the exploding field of e-discovery.
amounts of electronic records. We
rely on similar effective applications
of technology to deliver enhanced
ing intellectual property, construction
In our role as national coordinating
law, product liability, employment,
counsel for companies facing mass
toxic tort, antitrust and trade regula-
tort challenges, we have at once
integration to clients throughout
tion, and securities enforcement.
mounted successful defenses and
the firm. In recognition of our
Litigation is clearly not the answer to
every dispute. We routinely partner
with clients to resolve disputes
through arbitration, mediation, or
other alternative dispute resolution techniques when they are the
best solution to promote our clients’
business objectives. K&L Gates has
handled arbitrations administered by
virtually all of the major international
and U.S.- and U.K.-based institutions. To reduce the risk of future
litigation, we also work with clients to
develop compliance programs and
provide training.
achieved cost-saving efficiencies for
our clients. Our litigation and dispute
resolution capabilities and extraor-
services and increased global
technological innovations, CIO
magazine awarded the firm its
dinary achievement within DuPont’s
annual CIO Award in 2011, 2007,
Global Primary Law Firm Network
2004, 2003, and 2002.
have earned us the DuPont Meeting
the Challenge Award six times.
Navigate the Regulatory and Policy Maze
K&L Gates’ regulatory lawyers guide clients through regulations set forth by
The K&L Gates Global Government
governments at all jurisdictional levels in the United States, Europe, Asia,
Solutions® initiative brings
and other venues around the world. Our lawyers bring unique perspective to
regulatory matters, having held positions with agencies such as the Securi-
together our firm’s diverse
ties and Exchange Commission, the Federal Communications Commission,
practices and teams to proactively
the Federal Trade Commission, the Department of Justice, and the Environ-
influence regulatory change and
mental Protection Agency.
other governmental actions,
The firm’s regulatory and policy practice cuts across the many disciplines
develop business solutions to
that require highly specialized knowledge and experience to address govern-
regulatory issues, and vigorously
mental regulation of the private markets. One of our key regulatory practices
is in the diversified financial services area. We represent a large majority of
the major financial institutions and securities firms in a variety of disciplines,
defend enforcement actions
around the globe. With more than
and our investment management and consumer financial services practices
400 experienced professionals
are perennial leaders.
who have served in government
Drawing on the combined experience of our securities enforcement group, our
agencies on four continents, K&L
lawyers counsel companies in a variety of matters involving corporate compli-
Gates is equipped to assist clients
ance, internal investigations, and white collar crime. The many SEC alumni
within our practice provide the institutional insight and connections needed to
deal with our clients’ compliance needs.
with virtually any legal issue
involving government.
Our policy group is the largest of any
K&L Gates also fields an international
fully integrated global law firm. The
energy, infrastructure, and resources
group of over 60 bipartisan lawyers and
practice, advising clients in matters
policy professionals includes former
involving litigation, international arbi-
U.S. House and Senate members,
tration, mergers and acquisitions,
former Republican and Democratic
Foreign Corrupt Policy Act, conces-
counsel, and staff to the House and
sion deals, permitting, and down-
Senate leadership committees.
stream construction projects.
We represent clients’ interests before
In another rapidly evolving area,
the U.S. Congress, the courts, the
K&L Gates’ U.S. food and drug prac-
executive branch, and regulatory agen-
tice offers comprehensive legal and
cies. The public policy group strives to
regulatory counsel to companies and
understand a policy issue from every
other organizations regulated under the
direction—substantively and politi-
federal Food, Drug, and Cosmetic Act.
cally—and to use the collective knowledge and more than 500 years of the
team’s government experience to help
clients achieve their objectives.
K&L Gates’ public finance lawyers
serve as bond counsel for well over
250 financings per year with Thomson
Reuters ranking the firm sixth in bond
counsel competitive offerings in the
first half of 2011. Additionally, The
Bond Buyer ranked K&L Gates first in
Oregon, second in Alaska and Washington, and second in the Far West
region for the dollar volume of bond
issues handled in the first half of 2011.
Our environmental lawyers help clients
develop financially sensible solutions
that address environmental regulations. In the past several years, we
have handled more than 400 distinct
environmental matters in the United
States alone.
Other active regulatory practice areas
include data protection, anti-money
laundering, communication, government
contracts, antitrust/competition, health
care, school districts, and transportation.
Uncover and Protect Value
K&L Gates lawyers advise and rep-
Our patent litigation lawyers bring not
resent some of the world’s most
only knowledge of the patent laws
prominent companies on cutting-edge
and an understanding of the sub-
IP issues, influencing technology and
stantive technical issues embraced
intellectual property law as our clients
by the patent, but also the skill and
shape their industries.
resources to manage large, complex
More than 225 of our lawyers, including approximately 105 registered
patent lawyers, many with engineering or advanced science degrees,
devote their practice to protecting
and commercializing clients’ intellectual property assets, whether in the
commercial litigation. K&L Gates
patent lawyers have been involved in
cases spanning a broad spectrum of
technologies, from hospital equipment
and medical devices to computer networking equipment to sports equipment and outdoor clothing.
form of patents, trademarks, copy-
Our lawyers have literally written the
rights, or trade secrets. In addition to
book on electronic commerce, helping
our traditional IP work, we are at the
clients in all industries address new
forefront of intellectual property asset
issues raised by electronic contract-
monetization, using capital markets
ing, financial regulations, privacy, and
and other financial transactions to
Internet issues.
achieve our clients’ goals. In 2011,
IP Today ranked K&L Gates second
out of more than 200 firms and individuals who represented trademark
registrations in 2010, based on the
number of registrations issued.
K&L Gates ranked No. 2 in IP Today’s 2011
list of the busiest trademark practices
in the United States.
Establishing and maintaining
a diverse, fully inclusive, and
community-minded workforce is
essential to a strong law firm. At
K&L Gates, we are committed to
fostering these values to enrich the
experience of our lawyers, reflect the
communities in which we live and
work, and better serve our clients.
Global legal counsel in more than 40 fully integrated offices
on four continents.
United States
Europe
Anchorage, Austin, Boston, Charleston, Charlotte, Chicago,
Berlin, Brussels, Frankfurt, London, Milan, Moscow,
Dallas, Fort Worth, Harrisburg, Los Angeles, Miami, Newark,
Paris, Warsaw
New York, Orange County, Palo Alto, Pittsburgh, Portland,
Raleigh, Research Triangle Park, San Diego, San Francisco,
Seattle, Spokane, Washington, D.C.
Middle East
Doha, Dubai
South America
Asia
São Paulo
Beijing, Hong Kong, Shanghai, Singapore, Taipei, Tokyo
Our Value
Proposition
At K&L Gates, we understand that a law firm
with the resources to counsel on a variety of
issues around the world can help you gain
two valued assets: time and peace of mind.
Our Value Proposition
In today’s 24-hour global marketplace, your ability to tackle legal challenges
quickly, in locations both far and near, is crucial.
At K&L Gates, we understand that a law firm with the resources to counsel on a
variety of issues around the world can help you gain two valued assets: time and
peace of mind. By working with one firm as preferred legal counsel, you have a
cost-effective partner that knows your business, your industry, your strengths,
and your challenges.
Through our experience as preferred legal counsel for companies such as
DuPont, United Technologies, and Philips, we are strongly positioned to serve as
an effective and comprehensive service provider. We offer a broad global platform, ensuring that we can meet our clients’ legal needs no matter the issue or
location. As a matter of course, we collaborate with clients, using standard tools
and systems to build a successful legal team.
Drawing on our worldwide resources and seamless service capabilities, we
deliver value to our clients through efficient and effective representations.
Our Global Platform
K&L Gates is positioned at strategic intersections of the global economy, with
strong local presence in key capital cities and world commercial and financial
centers. Our nearly 2,000 lawyers across more than 40 fully integrated offices
and dozens of significant practice areas create a worldwide network to serve
our clients’ growing international needs. This global presence enables clients
to mobilize their outside legal team quickly in response to diverse legal issues
around the globe through the services of one law firm, with one phone call.
Our Experience as
Preferred Legal
Counsel
For more than a decade, K&L Gates
has been part of DuPont’s Global
Primary Law Firm Network. Prior to
1992, DuPont had more than 350 law
In the United States, we have coast-to-coast coverage with East Coast offices
firms and scores of service providers
from Boston to Miami, including New York, Newark, Pittsburgh, Harrisburg,
and consultants. During a three-and-
Washington, D.C., Charlotte, Charleston, Raleigh, and Research Triangle Park;
a-half year convergence process,
West Coast offices from Anchorage to San Diego, with lawyers also based in
the company transformed this group
Los Angeles, Orange County, San Francisco, Palo Alto, Portland, Seattle, and
into a select legal network, with each
Spokane; and offices in major cities in between, including Chicago, Dallas, Fort
member serving as a true long-term
Worth, and Austin. Our Asia presence includes Hong Kong, Beijing, Shanghai,
strategic colleague. K&L Gates
Taipei, Singapore, and Tokyo, while in Europe we are located in London, Paris,
worked with DuPont throughout the
Berlin, Brussels, Frankfurt, Milan, Moscow, and Warsaw. We operate out of the
process and was chosen to become a
Middle East from offices in Doha and Dubai and serve clients in South America
part of the network.
from our São Paulo office.
We have served as counsel to
DuPont on insurance coverage
litigation, commercial litigation,
outsourcing and commercial transactions, real estate, and investment
management issues. Our service
to the company earned the firm
DuPont’s Meeting the Challenge
We strive to understand
the client’s business,
its objectives, and its priorities.
Award six times, recognizing K&L
Gates for its progressive policies
and legal performance.
Our Approach to
Client Relationships
Successful preferred provider
relationships require the active
involvement of both parties. We
approach client relationships with
a one-company, one-team mentality, consistently seeking proactive
ways to add value to our client work.
We constantly strive to listen to and
strengthen our relationships with
our clients so we can continue to be
responsive to their business needs
domestically and abroad.
Planning
Open communication is at the core of successful business relationships. This
consists of mutual feedback, including a candid discussion of each party’s
core competencies. We engage in joint planning sessions with the client, set
goals and objectives for the relationship, develop standardized procedures
for handling all cases and matters, and identify expectations. Our goal is a
work plan that allocates resources in the best-suited and most cost-effective
manner for the specific issue at hand, and in keeping with the clients’ larger
business objectives.
Accountability
We recognize that our clients are in the best position to define satisfaction, to set
Thanks to this philosophy, the BTI
priorities on service matters, and to evaluate our performance in those areas. To
Consulting Group recognized K&L
that end, we conduct regular appraisals and monitor all of our professionals to
Gates as a leader in client service
ensure that our performance continues to satisfy our clients’ requirements and
on the 2012 BTI Client Service
that we provide consistent, measurable, first-class service throughout our rela-
A-Team survey. The firm is also the
tionship. We use the information gained from these appraisals as benchmarks
first and only law firm to receive PPG
for future improvement. We also use these periodic reviews to explore additional
Industries’ Excellent Supplier Award.
opportunities to increase value and reduce costs.
On a per-matter basis, accountability to get the job done rests with a single lawyer
or a small group of lawyers approved by the client. While a client may regularly
communicate with a primary relationship partner, and a team of lawyers may be
working for a client, we designate a responsible lawyer for each matter.
Staffing
Client Teams
As a global law firm with nearly 2,000
Client teams serve as our mechanism
lawyers located in more than 40 offices
to manage large clients across the
in North America, Europe, Asia, the
firm, without added cost to the client.
Middle East, and South America our
While we have supported informal
seamless cross-office capabilities
client teams for decades, K&L Gates
ensure that K&L Gates staffs its client
has invested in developing and sustain-
engagements with the most experi-
ing a formal client team initiative that
enced and cost-effective personnel
is devoted to providing even greater
regardless of location.
service to our clients. This initiative
Our ability to match resources to a
particular matter’s demands, neither
over- nor under-staffing any project,
is key to successful engagements.
As a result, work often is performed,
in coordination with inside counsel,
places a high level of emphasis on
understanding the ongoing needs of our
clients through the consistent analysis
of information about clients, their industries, and current socioeconomic trends
in the marketplace.
by K&L Gates lawyers from across
Client teams comprise lawyers in mul-
our network of offices. A core cross-
tiple offices and practices across the
disciplinary team, consisting of a
firm, and are not limited only to those
relationship manager and supervising
lawyers that currently work for a client.
partners from each applicable prac-
In this way, the firm can share thoughts
tice area, works closely with in-house
and ideas related to the business of a
counsel to understand business needs
client, without focusing only on those
and objectives and to provide ongoing
areas that we currently serve. At no
performance monitoring.
additional expense to the client, team
members actively collaborate on ways
the firm can add value to the client
relationship, whether that is creating
an in-house CLE program, developing
an alert/white paper on a critical legal
topic, or conducting a face-to-face
client feedback interview to learn more
about the key issues the client considers most relevant.
Clients also benefit from the substantial
investment in technology K&L Gates
has made over the years. Teams
have developed client extranets and
enhanced internal communications
through the use of intranets, customer
relationship management tools, and
news alert systems to track information
and cases related to our clients.
In 2009 and 2010,
K&L Gates was named among the
top 250 companies in the InformationWeek 500.
Technology
Transparency
Continuous investment in the use of
matter-related contacts, and billing
Keeping surprises to a minimum is
technology is crucial to keeping pace
history. The platform is highly cus-
a key tenet of our client relationship
with our clients’ requirements for
tomizable and can be adapted to the
approach. Through regular commu-
enhanced communication and service
particular needs of a client or case.
nication, we strive to keep our clients
delivery. Consequently, our systems
and processes are state-of-the-art and
fully tested for efficiency, reliability,
and practicality.
In recognition of our technological
innovations, CIO magazine awarded
the firm its annual CIO Award in 2011,
2007, 2004, 2003, and 2002. In 2010,
Our sophisticated extranet enables
for a second consecutive year, K&L
clients to view and share documents
Gates was named among the top 250
with their K&L Gates client team.
companies in the InformationWeek
Created to provide real-time access to
500, an annual listing of the United
information and materials related to
States’ most innovative users of busi-
legal matters in progress, our extranet
ness technology. The firm was one of
is a password-protected, client-specific
only three law firms ranked.
portal that contains a calendar of
events, document and image libraries,
fully informed about matters as they
develop, advising them on what will
happen and preparing them for what
might happen. We do the same with
respect to fees and staffing. This communication takes the form of informal
updates and reports in the format that
best suits our clients’ preferences.
We have built a broad collection of
work product that practice groups
can use to a client’s advantage.
Early Cost Assessment
Our Value-added Services
For many litigation engagements,
We regularly produce seminars designed to update our clients on recent changes
K&L Gates employs an Early Cost
in the law, new areas of practice, and emerging trends. We encourage our clients
Assessment (ECA) strategy to evaluate,
to participate in our in-house programs, either in person or via webcast. In addi-
plan, and implement cost-effective
tion, we present programs, customized to clients’ particular needs, on-site at
litigation resolution strategies. The ECA
clients’ places of business. Seminar topics range from employment law updates to
approach is a collaborative effort with
the latest in mortgage banking regulations to risk management issues applicable
in-house counsel to build a strategic
to every company. Our e-DAT lawyers who address issues relating to e-discovery
litigation plan with a corresponding
and records management are some of our most active presenters. They also offer a
budget and a realistic definition of what
training module and foldering guide for email users, a training module for litigation
constitutes a favorable resolution of a
holds, and an interactive instructional program for training corporate personnel
case. K&L Gates uses the ECA process
about e-discovery issues.
to ensure proactive lawyering, and consideration and evaluation of resolution
options, early and often.
Alternative Fee
Arrangements
We approach alternative fee arrangements (AFAs) by collaborating with our
clients so we are both held accountable and rewarded for high-quality
legal work delivered economically,
predictably, and in accordance with
our clients’ expectations and internal
budgeting demands. K&L Gates has
been proactive in developing and
implementing a variety of AFAs for a
wide array of engagements.
In addition, we have built a broad collection of work product that practice groups
can use to a client’s advantage. One of the benefits of a substantial firm that spans
four continents is that we have the resources to maintain state-specific, multi-state,
national, and international surveys, databases, analyses, and other work product.
Several practice groups within the firm also maintain blogs with in-depth information on topics ranging from construction law to climate change to cloud computing.
Two of our most notable blogs are our e-Discovery Law blog at
www.ediscoverylaw.com, and our Consumer Financial Services Watch blog at
www.consumerfinancialserviceswatch.com.
Our Commitment to Diversity
We know that clients’ needs can best be met by a diverse workforce. To that end,
K&L Gates has implemented a number of programs to promote diversity.
In 2011, K&L Gates expanded the responsibilities of its diversity team. A new
Firmwide Director of Diversity and Inclusion was appointed and charged with tasks
that are global in scope and focus on eliminating barriers to inclusion within the
mainstream working environment wherever our lawyers reside.
Minority, women, disabled, and GLBT lawyers continue to become increasingly
engaged at K&L Gates by taking on leadership roles that include service on
the Management Committee and its Executive Committee and as Practice
Group Coordinators.
Establishing and maintaining a diverse and fully inclusive workforce is essential to a
strong law firm. At K&L Gates, we are committed to fostering diversity to enrich the
experience of our lawyers, reflect the communities in which we live and work,
and better serve our clients.
Drawing on our worldwide resources
and seamless service capabilities, we
deliver value to our clients through
efficient and effective representations.
K&L Gates Offices
Anchorage
Charlotte
Harrisburg
420 L Street, Suite 400
Anchorage, Alaska 99501
T +1.907.276.1969
F +1.907.276.1365
Hearst Tower
214 North Tryon Street, 47th Floor
Charlotte, NC 28202
T +1.843.579.5600
F +1.843.579.5601
17 North Second Street, 18th Floor
Harrisburg, Pennsylvania 17101
T +1.717.231.4500
F +1.717.231.4501
Austin
111 Congress Avenue, Suite 900
Austin, Texas 78701
T +1.512.482.6800
F +1.512.482.6859
Hong Kong
Chicago
70 West Madison Street, Suite 3100
Chicago, Illinois 60602
T +1.312.372.1121
F +1.312.827.8000
44th Floor, Edinburgh Tower,
The Landmark
15 Queen’s Road Central, Hong Kong
T +852.2230.3500
F +852.2511 9515
Dallas
London
1717 Main Street, Suite 2800
Dallas, Texas 75201
T +1.214.939.5500
F +1.214.939.5849
One New Change
London EC4M 9AF, England
T +44.(0)20.7648.9000
F +44.(0)20.7648.9001
Berlin
Doha
Los Angeles
Markgrafenstraße 42
10117 Berlin, Germany
T +49.(0)30.220.029.0
F +49.(0)30.220.029.499
Qatar Financial Centre Branch
31st Floor Tornado Tower
Al Funduq Street
PO Box 26100 West Bay, Doha, Qatar
T +974.4424.6100
F +974.4424.6101
10100 Santa Monica Boulevard, 7th Floor
Los Angeles, California 90067
T +1.310.552.5000
F +1.310.552.5001
Beijing
Suite 1009-1011, Tower C1
Oriental Plaza, No.1 East Chang An Avenue
Dongcheng District, Beijing 100738 China
T +86.10.5817.6000
F +86.10.8518.9299
Boston
State Street Financial Center,
One Lincoln Street
Boston, Massachusetts 02111
T +1.617.261.3100
F +1.617.261.3175
Brussels
Brussels City Centre
Stephanie Square
Avenue Louise 65, box 11
1050 Brussels, Belgium
T +32.(0)2.535.7774
F +32.(0)2.535.7910
Charleston
134 Meeting Street
Suite 200
Charleston, SC 29401
T +1.843.579.5600
F +1.843.579.5601
Dubai
Currency House, Level 4
Dubai International Financial Centre
P.O. Box 506826, Dubai
United Arab Emirates
T +971.(0)4.427.2700
F +971.(0)4.447.5225
Fort Worth
D.R. Horton Tower, 301 Commerce,
Suite 3000
Fort Worth, Texas 76102
T +1.817.347.5270
F +1.817.347.5299
Frankfurt
OpernTurm
Bockenheimer Landstraße 2−4
60306 Frankfurt am Main, Germany
T +49.69.94.51.96-0
F +49.69.94.51.96-499
Miami
Southeast Financial Center
200 South Biscayne Boulevard, Suite 3900
Miami, Florida 33131
T +1.305.539.3300
F +1.305.358.7095
Milan
piazza San Marco, 1
20121 Milano
Italia
T +39.02.3030.291
F +39.02.3030.2933
Moscow
Lesnaya Street, 5
Building B, 4th Floor
Moscow 125047
T +7.495.643.1700
F +7.495.643.1701
Newark
Research Triangle Park
Taipei
One Newark Center, Tenth Floor
Newark, New Jersey 07102
T +1.973.848.4000
F +1.973.848.4001
430 Davis Drive, Suite 400
Morrisville, North Carolina 27560
T +1.919.466.1190
F +1.919.831.7040
30/F, 95 Tun Hwa S. Road, Sec. 2
Taipei, 106, Taiwan
T +886.2.2326.5188
F +886.2.2325.5838
New York
San Diego
Tokyo
599 Lexington Avenue
New York, New York 10022
T +1.212.536.3900
F +1.212.536.3901
3580 Carmel Mountain Road, Suite 200
San Diego, California 92130
T +1.858.509.7400
F +1.858.509.7466
Kasumigaseki Common Gate West Tower 35F
3-2-1 Kasumigaseki, Chiyoda-ku
Tokyo 100-0013, Japan
T +81.3.6205.3600
F +81.3.3597.6421
Orange County
San Francisco
1900 Main Street, Suite 600
Irvine, California 92614
T +1.949.253.0900
F +1.949.253.0902
4 Embarcadero Center, Suite 1200
San Francisco, California 94111
T +1.415.882.8200
F +1.415.882.8220
Palo Alto
São Paulo
630 Hansen Way
Palo Alto, California 94304
T +1.650.798.6700
F +1.650.798.6701
Rua Iguatemi 151, conjunto 281
Ed. Spazio Faria Lima
São Paulo, SP 01451-011 Brazil
T +55 11 3704 5700
F +55 11 3958 0611
Paris
116 avenue des Champs-Elysées
75008 Paris, France
T +33.(0)1.58.44.15.00
F +33.(0)1.58.44.15.01
Seattle
925 Fourth Avenue, Suite 2900
Seattle, Washington 98104
T +1.206.623.7580
F +1.206.623.7022
Pittsburgh
K&L Gates Center
210 Sixth Avenue
Pittsburgh, Pennsylvania 15222
T +1.412.355.6500
F +1.412.355.6501
Shanghai
Suite 3705, Park Place
1601 Nanjing Road West, Jing An District
Shanghai, 200040, China
T +86.21.2211.2000
F +86.21.3251.8918
Portland
222 SW Columbia Street, Suite 1400
Portland, Oregon 97201
T +1.503.228.3200
F +1.503.248.9085
Raleigh
4350 Lassiter at North Hills Avenue,
Suite 300
Raleigh, North Carolina 27609
T +1.919.743.7300
F +1.919.743.7358
Singapore
10 Collyer Quay
#37-01 Ocean Financial Centre
Singapore 049315
T +65 6507 8100
F +65 6507 8111
Spokane
618 West Riverside, Suite 300
Spokane, Washington 99201
T +1.509.624.2100
F +1.509.456.0146
Warsaw
Al. Jana Pawła II 25
00 854 Warsaw, Poland
T +48.22.653.4200
F +48.22.653.4250
Washington, D.C.
1601 K Street, NW
Washington, D.C. 20006
T +1.202.778.9000
F +1.202.778.9100
ENERGY, INFRASTRUCTURE AND RESOURCES
If capital is the lifeblood of the global economy, infrastructure is its beating heart. The supply of energy, extraction of resources and development of
infrastructure forms the basis of all economic development globally. K&L Gates
serves clients involved in every aspect of the global energy, infrastructure, and
resources space through a wide variety of legal disciplines. We serve project
sponsors and developers in power generation, renewable energy, oil and gas,
mining, transportation, and social infrastructure—as well as development
banks, government agencies, and contractors involved in financing, building,
and operating energy and infrastructure projects.
Our global platform includes lawyers
with experience across a broad range of
disciplines, including project finance and
development, public-private partnerships,
construction, energy and environmental
regulation, corporate finance, mergers and
acquisitions, government contracting, and
public policy. Our team has extensive experience in cross-border investment, development, acquisitions and dispute resolution.
K&L Gates serves clients involved
in every aspect of the global energy,
infrastructure, and resources
space through a wide variety of
legal disciplines.
Sectors Served
Power Generation and Transmission
K&L Gates lawyers assist power sector clients in meeting the growing global demand
for energy, including renewable energy. Our
clients include independent power producers, alternative energy project developers
and producers, investor-owned and publicly
owned utilities, emerging businesses in
the smart energy sector, power marketers,
members of the nuclear power industry,
industrial and commercial energy customers, municipalities, investors, lenders,
developers, and contractors. We advise on
all aspects of financing, constructing, and
operating power generation facilities, and
on regulatory and commercial aspects of
power sales, transmission, asset acquisition and divestiture, and energy industry
mergers and acquisitions. We assist clients
developing Clean Development Programme
power production facilities in obtaining
carbon finance, and assist many other market participants in emissions trading and
renewable energy credits.
Oil and Gas
Our comprehensive oil and gas practice has
extensive experience in both conventional
and unconventional formations throughout
North America and Europe. In the Middle
East and Asia our lawyers work on a range
of engagements in the upstream and downstream sectors, including oil and gas field
development, petrochemical and refinery
developments, and energy trading.
Mining and Metals
Our experience in mining and metals spans
natural resources development, conservation, and management companies – including coal, aggregates, minerals, and
base and precious metals. We advise on
due diligence, negotiation, and transaction
documentation for capital markets and corporate transactions for mining and metals
companies; and advise on regulatory and
operational issues involved in obtaining,
renewing, and transferring mining, water,
air, and other permits and entitlements.
passenger cruise vessels, and specialized
vessels such as power-generating barges,
tugs, mobile offshore drilling units, offshore
supply vessels, fishing, dredging, and
recreational boats. Our maritime clients also
include ports, marinas, shipyards, investment and financing entities.
Telecommunication Facilities
K&L Gates advises a wide range of telecommunications infrastructure and service
providers – from local telephone companies
to wireless operators, and domestic and
international backbone providers to broadband service providers – on all aspects of
network build-out and operations.
Social Infrastructure
Water, Wastewater, and Reclaimed
Water Projects
Our team has considerable experience in
the siting, permitting, construction, operation, and implementation of water, wastewater, and reclaimed water projects across
North America, Europe, and the Middle
East, including innovative public-private
partnerships, mergers and acquisitions, and
asset transfers. We have worked on major
water projects, ranging from traditional
water source development, treatment,
and distribution system development to
high-tech desalination and high-quality
reclaimed water services.
Transportation
K&L Gates has extensive global experience
representing project sponsors, government agencies, contractors, and suppliers
on transportation infrastructure projects
and transportation service agreements. We
have represented companies on project
management, design, construction, operation, finance, and maintenance projects
for intercity and metropolitan rail systems;
electrified light rail and streetcar systems;
subway and heavy rail systems; freight rail
projects; urban and regional bus systems;
paratransit or other specialized roadway
transit services; highway, bridge, tunnel,
and toll road projects; and port and station
facilities. We represent owners and operators in all major sectors of the maritime
industry — containerships, roll-on/roll-off
vessels, liquid and dry bulk cargo vessels,
We have advised on a wide range of social
infrastructure projects -- encompassing
hospitals and health care systems, educational and research systems, social welfare
systems (including social housing, extra
care housing, and adult social care facilities), and emergency services.
Infrastructure Funds and Investors
K&L Gates has extensive experience in
establishing infrastructure funds and their
subsequent investments, including AIM
listing of funds. In addition, our team has
worked with institutional investors in their
commitments to infrastructure investment
funds. We advise on the regulations involving trading and hedges in commodities,
including assistance with internal investigations and litigation. We also work with
multilaterals, lenders, development banks,
and other debt and equity providers in connection with the financing and acquisition
of infrastructure projects globally.
Our Construction and Engineering lawyers have current
or completed projects in more than 80 countries–including the BRIC and several CEE countries–ranging from complex energy and infrastructure projects to libraries and monuments.
Service Areas
Construction and Engineering
Project Development and Finance
Our Construction and Engineering lawyers are involved from the early stages of
finance, development, and design through
implementation, construction, and project
close-out. We advise project owners and
contractors on all aspects of negotiation and
documentation of engineering, procurement, and construction contracts, as well as
resolution of construction-related disputes.
We advise global construction and service
companies on international project issues
such as anti-bribery statutes, international
arbitration, and more.
K&L Gates’ project finance lawyers address
the legal and commercial requirements
applicable to structuring, developing, constructing, and operating economically and
legally independent projects and facilities.
In developing and structuring projects, we
assist in multiple sectors, including governance arrangements and tax-efficient entity
structures. We are familiar with international
procurement laws, such as the EU procurement directives, which increasingly impact
international projects. In the financing
phase, our lawyers implement traditional
project financing, structured finance, taxable and tax-advantaged debt, equity, and
intercreditor arrangements.
Public-Private Partnerships (P3)
Our global Public-Private Partnerships (P3)
practice advises governments, sponsors,
project entities, third-party equity investors, banks, construction contractors, and
facilities management providers on projects
in 60 countries around the world. The
lawyers in our P3 practice have advised in
an extensive number of sectors – including
communications, education, energy, health
and social care, hospitality, housing, museums, parking systems, prisons, rail, roads
and bridges, ports, science and research,
stadiums, waste management, water, wastewater, and reclaimed water.
Energy and Environmental Regulatory
We advise global infrastructure, energy, and
resource clients with the many energy and
environmental regulations facing major resource extraction, infrastructure, and power
generation projects. We work with clients
to successfully navigate regulatory requirements and maintain good relationships with
regulatory agencies, elected officials, nongovernmental organizations, and the public.
We also advise on competition and antitrust
regulation in the energy and resources
sectors, including approval of mergers and
acquisitions, rate and cost allocation matters, and other administrative matters.
Capital Markets and Corporate
Transactions
Our offices in the global financial centers of
London, New York, Hong Kong, Shanghai,
Singapore, Tokyo and Berlin offer energy,
infrastructure, and resources clients deep
experience in accessing traditional and nontraditional capital markets, including debt
and equity investment, listing on AIM and
other exchanges, and complex tax-equity
investments. In addition, we assist clients
in monetizing tax credits, emissions credits,
and other carbon trading instruments.
Government Solutions and Securities Enforcement
Companies with international business
face risks resulting from improper payments to foreign government personnel, prohibited by laws such as the U.S.
Foreign Corrupt Practices Act (FCPA), the
U.K.’s recently amended Bribery Act, and
similar laws enacted by member states of
the Organization for Economic Cooperation
and Development (OECD). Some laws also
criminalize corrupt payments in business
transactions between private parties. Our
team advises on development of compliance policies and procedures, counsels
on liabilities in connection with M&A
and other transactions, and assists with
internal or governmental investigations into
allegations of non-compliance.
Learn more about our Energy, Infrastructure and Resources practice at klgates.com.
Contacts:
United Kingdom, Europe and Africa
Paul Tetlow
+44.(0).207.360.8101
paul.tetlow@klgates.com
Michael G. Zanic
+1.412.355.6219
michael.zanic@klgates.com
Asia
Christopher Tung
+852.2230.3611
christopher.tung@klgates.com
Middle East
Paul M. Simpson
+971.4.427.2721
paul.simpson@klgates.com
10003
United States
Elizabeth Thomas
+1.206.370.7631
liz.thomas@klgates.com
Oil & Gas
K&L Gates’ oil and gas team includes lawyers located across our
global office network representing clients with operations in
virtually all of the major oil and natural gas-producing regions
around the world.
Our lawyers have handled challenging energy-related project
engagements in North and South America; Western, Central, and
Eastern Europe; Russia; the Middle East; and Asia. Our
comprehensive oil and gas practice in the United States is
recognized for its extensive experience in both conventional and
unconventional formations throughout North America, in
particular for its work in Pennsylvania, Texas, Louisiana, and the Gulf of Mexico, including the
largest on-shore domestic shale plays - the Barnett Shale in Texas, the Haynesville Shale in
Texas and Louisiana, and the Marcellus Shale formation in the Appalachian Basin. This
experience is strongly complemented by significant pipeline and utility regulatory experience. In
the Middle East and Asia our lawyers work on a range of engagements in the upstream and
downstream sectors, including oil and gas field development, petrochemical and refinery
developments, and energy trading.
The interdisciplinary team of lawyers in our oil and gas group addresses the myriad of legal
issues involved with exploring for, producing, transporting, trading, storing, marketing, and
processing natural gas, coal bed methane, oil, and other petroleum products. Our lawyers have
experience in an array of practice areas including: arbitration litigation and dispute resolution;
facility siting and permitting; environmental regulation; real estate, land use, planning, and zoning;
water rights and water management; mergers and acquisitions and finance; public policy; FERC
and public utility commission regulation; insurance coverage; construction and engineering; and
intellectual property.
Our lawyers understand both the legal and business issues facing the oil and gas sector. Many
were industry professionals in legislative, regulatory, and corporate roles prior to joining K&L
Gates. Their experience and knowledge gained in those roles has provided a unique and
valuable perspective in handling a wide range of matters for our oil and gas clients.
To support the rapidly growing oil and gas industries in Texas and the Appalachian Basin, we
have instituted annual regional seminars dedicated to the Barnett and Marcellus shale plays
focused on regulatory, infrastructure, water management, and financial concerns as well as
legislative and litigation issues.
AREAS OF PRACTICE
Arbitration Litigation and Dispute Resolution
K&L Gates has represented clients in judicial and administrative proceedings involving a wide
variety of issues, including: leasehold and surface use disputes; royalty payment issues
concerning crude oil, natural gas, and natural gas liquids; joint operating and participation
agreement disputes and taxation issues; drilling issues; personal injury actions; challenges to
municipal regulation of oil and gas development; coal bed methane issues; and storage rights
disputes.
The firm regularly appears in proceedings before state utility commissions in the Mid-Atlantic and
the Western United States and before various federal agencies, including the Department of
Energy, the Federal Energy Regulatory Commission, the Federal Trade Commission, the U.S.
Department of Justice, the Bonneville Power Administration, the Western Area Power
Administration, the National Energy Board of Canada, and the Federal Communications
Commission. We have also represented clients in proceedings before environmental agencies,
including the Pennsylvania Environmental Hearing Board, the Susquehanna River Basin
Commission, and the Delaware River Basin Commission. Moreover, our lawyers regularly
appear in state courts, federal district courts, state appellate courts, and federal appellate courts
on oil and gas matters.
K&L Gates also regularly represents clients in the oil and gas industry in both domestic and
international arbitrations. Our lawyers have conducted successful international commercial and
investment treaty arbitration proceedings in the United States, Europe, Latin America, and Asia
under a variety of trade association and international arbitration center rules including United
Nations Commission on International Trade Law (UNCITRAL), London Court of International
Arbitration (LCIA), London Maritime Arbitrators Association (LMAA), Grain and Feed Trade
Association (GAFTA), China International Economic and Trade Arbitration Commission
(CIETAC), Indonesian National Arbitration Board (BANI), Hong Kong International Arbitration
Centre (HKIAC), Singapore International Arbitration Centre (SIAC), International Chamber of
Commerce (ICC), American Arbitration Center (AAA), International Arbitral Centre of the Austrian
Federal Economic Chamber (VIAC), International Centre for Dispute Resolution (ICDR), and
International Centre for Settlement of Investment Disputes (ICSID). We also have a proven track
record in ad hoc arbitrations under the rules and with investment treaty cases under Multilateral
and Bilateral Investment Treaties acting on behalf of both investors and respondent sovereign
states.
Perhaps as importantly, by working with clients at the earliest stages of proposed projects,
transactions, and other business initiatives, K&L Gates has helped numerous clients avoid or
curtail lengthy regulatory or judicial proceedings.
Environmental Regulation
Our lawyers versed in national and state environmental programs have assisted companies
across the oil and gas industry with environmental permitting, negotiations with state and federal
environmental agencies, and representation before environmental boards. Understanding the
interplay between multiple programs and agencies, we have helped producers, midstream
developers, and interstate pipeline operators frame strategies and approaches for more costeffective and efficient siting, development, and implementation of contemplated projects. We
have represented these clients in review and advocacy of regulatory positions dealing with air,
water, and solid waste permitting as well as potential impacts to threatened or endangered
species and other protected resources - issues that may substantially affect bottom-line
performance and project viability – and we have counseled clients in defense of compliance and
enforcement proceedings.
Real Estate, Land Use, Planning, and Zoning
K&L Gates real estate and land use attorneys represent oil and gas operators throughout the
United States, including developments in the major unconventional shale plays involving the
Barnett and Haynesville Shales in the Gulf region and the Marcellus Shale formation in the
Appalachian Basin. We provide clients with strategic advice to address competing surface and
mineral development issues. Our regulatory experience takes us from the capitol to council
chambers, dealing with state, county, and municipal regulations. Among other things, we assist
in obtaining local permits, challenging attempts by municipalities to regulate oil and gas activities,
and commenting on proposed ordinances and regulations. With production and transportation
occurring more often in urbanized areas, our attorneys can help to navigate operators and
carriers through the maze of localized regulations they might not typically encounter in
undeveloped areas. We also represent interstate and intrastate pipeline operators in the
development, permitting, and construction of storage facilities and transportation pipelines.
Water Rights and Water Management
Water resource concerns are a crucial issue for our oil and gas clients. In the United States, we
have counseled a substantial number of producers through regulatory, permitting, and
enforcement proceedings involving water resource and wastewater regulatory agencies, including
the Susquehanna River Basin Commission, the Delaware River Basin Commission, the
Pennsylvania Department of Environmental Protection, the New York State Department of
Environmental Conservation, and the West Virginia Department of Natural Resources. New
regulatory approaches are rapidly evolving, as these agencies have announced new policy,
guidance, administrative, or permitting approaches to shale well drilling and development
activities. We have actively assisted industry coalitions in responding to regulatory developments.
We have also represented clients concerning claims of diminution of water quality and quantity
and compressor station contamination cases involving polychlorinated biphenyls, mercury, and
other substances.
Mergers & Acquisitions and Finance
We have advised numerous clients in connection with the acquisition and disposition of oil and
gas producing and exploration properties, fee mineral interests, and royalty interests in every
significant producing basin in the United States and many in Europe, Asia, and the Middle East.
These transactions have ranged from straight-forward asset deals to complex joint venture
arrangements and multi-step, tax-advantaged structures that facilitated our clients’ successful
bidding efforts. We have also assisted gas utilities with regulatory diligence on possible
acquisitions. Acting as primary counsel or as special maritime counsel, the firm has represented
clients in the offshore exploration, production, and transportation of oil and gas. Additionally, we
have assisted clients in a number of transactions involving construction, financing (both
construction and permanent), mortgaging, sale, and chartering of various types of oil rigs, supply
boats, crew boats, lift boats, and crude and product tankers. We have also advised various
clients on the acquisition of other oil and gas exploration and production (E&P) and oil field
services companies. The U.S. News & World Report “Best Law Firms” rankings recognized the
K&L Gates Corporate practice as a national first-tier corporate law practice.
In addition, we work closely with our clients in the energy industry, and their lenders, project
sponsors, developers, and agents, to employ sophisticated financing techniques in support of
their projects. We have acted as lead counsel for the structuring and negotiation of various
project financing transactions, including electrical generating, Liquefied Natural Gas (LNG)
facilities, natural gas storage, and transmission projects. Our oil and gas lawyers advise clients
concerning oil and gas exploration and development, and regularly structure private placements
of securities in the fossil fuels exploration sector.
Public Policy
The K&L Gates oil and gas team has profound experience helping natural gas producers in the
major U.S. shale plays—including the Barnett, Marcellus, and Haynesville—navigate through the
threats and opportunities posed by local, state, and federal policy.
We assist our clients in the legislative and regulatory processes by helping them understand what
motivates legislators and by actively seeking solutions to meet our clients’ public policy needs.
Our team is deeply involved with and has decades of experience working with legislative leaders,
committee chairs, rank-and-file lawmakers, state regulators, and governor’s offices in key states.
We also work with federal officials in Congress and with federal agencies, such as the
Department of Energy, the Department of the Interior, the Environmental Protection Agency, and
the Federal Energy Regulatory Commission, on the development of regulatory policies of national
and regional significance, as well as effectively resolving individual permitting and enforcement
disputes. This allows K&L Gates to be uniquely positioned to offer clients a coordinated strategy
between their legal and policy priorities. We are prepared to develop a strategic public policy plan
based upon client substantive priorities and preferred public profile—high, medium, or low.
Our team members are highly effective in developing public policy strategies drawing on their
prior experience in both industry and government. Various team members have held senior
positions in both the industry (for example, as Senior Government Affairs Representative for
Amoco Corporation, and as President of Columbia Gas of Pennsylvania and Columbia Gas of
Maryland) and in the legislative and executive branches of the federal and state governments.
Our team includes past members of Congress from the U.S. Senate (including Chair of the
Senate Appropriations Subcommittee on Interior, Environment, and Related Agencies which has
jurisdiction over lands issues) and the House (including a 20-year veteran of Congress
representing a district within the Marcellus Shale area and a past Chair of four House
Appropriations Committees), as well as senior staff in Congress such as a Chief Tax Counsel for
the U.S. Senate Finance Committee, Chief Counsel for the Senate Environment Committee, and
professional staff of the Energy and Environment Subcommittee of the U.S. House Committee on
Science and Technology. Others bring strong executive branch experience, including a former
Secretary of Legislation in the Pennsylvania Governor’s Office, an Associate General Counsel for
the U.S. Environmental Protection Agency, and senior political appointees in the U.S. Department
of Energy.
Insurance Coverage
We have provided representation, advice, and trial work concerning the availability of insurance
coverage for virtually all aspects of on-shore and off-shore oil and gas and energy-related
operations, including, without limitation, potential liability arising from loss or damage to platforms,
drilling rigs, and pipelines; accidental releases of hydrocarbons into the environment; business
interruption; operation of former manufactured gas plants, product pipelines, and processing
plants; and the sale or release of products that have allegedly caused property damage or bodily
harm.
Construction and Engineering
The lawyers in our Construction and Engineering practice have a complete understanding of the
oil and gas industry, from the early stages of finance, development, and design through
implementation, construction, and project close-out. Our lawyers draw upon their legal and
technical experience to work with clients to minimize disputes and accomplish common project
goals on a local, national, and international scale. With full-time, dedicated construction lawyers
resident in most major of our offices, K&L Gates has one of the largest and most geographically
diverse and technically skilled practices in the world.
Many of the group’s lawyers have worked in the construction, engineering, architecture, and
building materials industries or in the government agencies that interact with the oil and gas
industry. This practical, real-world experience, combined with the breadth of the practice, allows
our lawyers to anticipate, address, and help prevent the myriad of problems that can arise during
any phase of a construction project in both the private and public sectors.
Additionally, the substantive knowledge of applicable laws, rules, and regulations possessed by
our construction and engineering lawyers, combined with our experience in the industry, enables
the firm to deliver high-quality legal services in a personal, results-oriented, and cost-efficient
manner. The U.S. News & World Report “Best Law Firms” rankings recognized the K&L Gates
Construction and Engineering practice as a national first-tier construction law practice.
Energy and Utilities
K&L Gates’ interdisciplinary Energy and Utilities practice leverages experience on a spectrum of
issues facing the dynamic energy industry and the changing field of utility operations. Lawyers
across our global offices work together to guide our clients through strategic decisions and the
regulatory maze toward implementation of their business objectives. In the United States, we are
experienced in representing clients before state public utility commissions and the Federal
Energy Regulatory Commission (FERC), as well as other regulatory agencies, such as the
Commodities Futures Trading Commission (CFTC).
From project development and finance, alternative energy resources, hydropower licensing,
mergers and acquisitions, antitrust, and legislative advocacy to smart grid and other new energy
technologies, we have the experience and creativity to meet the challenge and get results.
Intellectual Property
K&L Gates has over 225 lawyers, including more than 100 registered patent lawyers and agents
with engineering or advanced science degrees, who devote their practice to obtaining protection
for intellectual property assets in the form of patents, trademarks, and copyrights. These lawyers
not only counsel clients regarding how best to protect their intellectual property, they fully handle
the appropriate application and registration processes. They also advise clients on intellectual
property matters in connection with licensing, technology transfer, infringement, and validity
opinions and the intellectual property aspects of business transactions and financings such as
mergers and acquisitions, venture capital, private equity investment, and public offerings. They
bring their broad range of substantive technical knowledge to their work in each of these areas.
Our Chemistry/Materials Science industry group includes our clients involved in chemicals, oil
and gas production, magnetic media and metals, alloys, and ceramics, including hightemperature superconductors. Materials science brings together metallurgy, ceramics, polymer
science, the chemistry of solids, and other diverse fields concentrating on many of the basic
elements of manufactured products. We have over 25 licensed patent lawyers with technical
backgrounds in chemistry, chemical engineering, metallurgy, and materials science, and the
biological sciences. Many of our lawyers also have significant industrial experience, which affords
them additional insight into the unique intellectual property legal issues that confront businesses
in the oil and gas industry.
REPRESENTATIVE EXPERIENCE
Mid-Atlantic/Environmental Regulatory
K&L Gates provides regulatory advice, among other counsel, to the Marcellus Shale
Coalition that consists of leading producers in the development of the Marcellus Shale in
Pennsylvania.
Mid-Atlantic/Arbitration Litigation and Dispute Resolution
K&L Gates represented Rex Energy in defense of a putative class action involving claims
for breach of contract, tortious interference with contract, civil conspiracy, and alter ego
arising out of alleged breach of oil and gas leases.
Mid-Atlantic/Mergers & Acquisitions and Finance
K&L Gates represented the Special Committee of the Board of Directors at Atlas Energy, a
publicly traded, limited liability company, in the connection with the exploration of strategic
alternatives available to the company and the resulting merger with its parent company,
Atlas America.
Mid-Atlantic/Arbitration Litigation and Dispute Resolution
K&L Gates has represented industry interests in a series of key court cases including
Kilmer v. Elexco Land Services Company, 63 MAP 2009; Range Resources—Appalachia,
LLC, et al. v. Salem Township, et al., 600 Pa. 231 (2009); Belden & Blake Corp. v.
Commonwealth of Pennsylvania, Dep’t of Conservation and Natural Resources, 600 Pa.
559 (2009). We represented Southwestern Energy Production Company in Kilmer v.
Elexco Land Services Company, where the case persuaded the Pennsylvania Supreme
Court to exercise extraordinary jurisdiction to definitively interpret the Pennsylvania
Minimum Royalty Act (MRA). K&L Gates persuaded the unanimous court to adopt the
industry’s interpretation of the statute, and it held that the royalty required by the MRA may
be measured at the wellhead. We represented Range Resources and other producers
against Salem Township when the municipality attempted to regulate and restrict Range
Resource’s development of oil and gas. The Pennsylvania Supreme Court held such
regulation to be improper and preempted in Range Resources – Appalachia, LLC, et al. v.
Salem Township, et al. We represented Belden & Blake Corporation in Belden & Blake
Corp. v. Commonwealth of Pennsylvania, Dep’t of Conservation and Natural Resources
when the Pennsylvania Department of Conservation and Natural Resources attempted to
block their development of its oil and gas interests in state parks. The Pennsylvania
Supreme Court stated that the state was precluded in doing so and would have to pay
damages.
Mid-Atlantic/Environmental Regulatory
K&L Gates advised several producers on drilling potential in New York state and assisted
with commenting on the General Environmental Impact Statement being prepared by the
NYSDEC.
Mid-Atlantic/Environmental Regulatory
K&L Gates serves as regulatory and permitting counsel to several producers of natural gas
including the most active driller of new wells in the United States. K&L Gates advises and
represents these companies with respect to a wide range of regulatory and permitting
matters involved in the development of the Marcellus Shale.
Mid-Atlantic/Environmental Regulatory
K&L Gates is regulatory and permitting counsel to the developer of a significant gathering
line and midstream transmission system in the Marcellus Shale region. - Wilson
Mid-Atlantic/Environmental Regulatory
K&L Gates represented Cabot Oil & Gas Corporation in various environmental and
regulatory matters including dozens of lawsuits seeking to invalidate natural-gas leases.
Mid-Atlantic/Environmental Regulatory/Water Rights & Water Management
K&L Gates advised Pennsylvania General Energy on various permitting and regulatory
issues concerning natural gas well siting and facility development, including water,
wastewater, wetlands, environmental releases, and erosion and sedimentation control
issues.
Gulf Region/Insurance Coverage
K&L Gates represented Murphy Oil USA, Inc., a subsidiary of Murphy Oil Corporation
(Murphy), from El Dorado, Ark., in disputes with certain of its excess insurers, Swiss Re
International Se, Arch Reinsurance Company, HDI-Gerling AG and Zurich Insurance
Company (Underwriters), arising out of losses valued in excess of $430 million suffered in
connection with a crude oil spill at Murphy’s Meraux, La., refinery caused by Hurricane
Katrina. The spill (which has been characterized as the largest Katrina-related
environmental release) and concomitant property damage and related alleged injuries and
harm resulted in over 26 class action lawsuits filed against Murphy by residents of St.
Bernard Parish, La., all of which were consolidated into one action styled Turner v. Murphy
Oil USA, Inc. A settlement of the lawsuit was approved by the Federal Court in January
2007. Since the settlement of the Turner litigation, Underwriters have instituted four related
London-based arbitration proceedings. Shortly thereafter, Murphy Oil filed a coverage
action in Arkansas federal court and obtained a temporary restraining order enjoining
arbitration, but this Arkansas action was ultimately dismissed for lack of jurisdiction. All four
arbitration tribunals were then consolidated and fully constituted in October 2007 in
London. Murphy sought insurance coverage for the class action settlement and related
claims. After a full hearing on all issues in late 2009, the tribunal issued its confidential
award and a final disposition regarding costs.
Gulf Region/Insurance Coverage
K&L Gates represented Anglo-Suisse Offshore Partners (“ASOP”) against a number of
excess underwriters in a case filed in Harris County (Houston), Texas, seeking coverage
for wreck removal and decommissioning expenses incurred in connection with offshore
platforms and pipelines destroyed during Hurricane Katrina. The policy at issue sat excess
of ASOP’s first party energy package policy for wreck removal coverage and carried an
aggregate limit of $50 million. The case was successfully tried to a jury in Houston in
February, 2010. A settlement was reached before the jury reached a verdict.
Gulf Region/Arbitration Litigation and Dispute Resolution
In April 2009, K&L Gates successfully obtained a $640 million arbitration award on behalf
of clients Astra Oil Trading NV and affiliates in a proceeding against the U.S. subsidiaries
of Brazilian oil company Petroleo Brasileiro, S.A.–Petrobras. The arbitration tribunal
ordered Petrobras to pay approximately $640 million to Astra to resolve a dispute over
Astra's right to compel Petrobras to purchase the ownership interests of Astra and its
affiliates in a Texas oil refinery and related trading partnership. Petrobras had refused to
recognize its obligation to purchase these interests, but the Panel rejected Petrobras'
position. Confirmation proceedings are underway.
Pacific Northwest/Environmental Regulatory
K&L Gates represented Northwest Pipeline GP in permitting multiple additions to the
company’s interstate natural gas pipeline system in the Pacific Northwest, including
preemption of conflicting state authorizations and successful negotiation of conditions of
state-administered federal authorizations such as 401 water quality certifications and
coastal zone consistency concurrences.
Pacific Northwest/Environmental Regulatory
K&L Gates represents Pacific Connector Gas Pipeline, LLC, in permitting and related
litigation concerning a proposed interstate pipeline extending from a proposed LNG
terminal facility in southwestern Oregon to the California-Oregon border near Malin, Ore.
Pacific Northwest/Mergers & Acquisitions and Finance
K&L Gates represents Northwest Pipeline GP in right-of-way acquisition for additions to the
company’s interstate natural gas pipeline system in the Pacific Northwest.
Pacific Northwest/Arbitration Litigation and Dispute Resolution
K&L Gates represents Northwest Pipeline GP in litigation involving quality of transported
natural gas.
Pacific Northwest/Environmental Regulatory
Represented North Baja Pipeline Company in development of a new, greenfield interstate
pipeline extending from Arizona, through California, and into Mexico.1
Pacific Northwest/Environmental Regulatory
Advised Gas Transmission Northwest Corporation with respect to multiple system
expansions, including commercial contracting matters as well as securing federal
certificate approvals.*
Pacific Northwest/Environmental Regulatory
Advised TransCanada Pipelines Ltd. with respect to development of a proposed joint
venture to build a new interstate pipeline extending from the Rocky Mountain area to the
Pacific Northwest.*
Pacific Northwest/Environmental Regulatory
Represented Gas Transmission Northwest Corporation with respect to development of the
proposed Palomar Pipeline.*
International – Non-U.S./Arbitration Litigation and Dispute Resolution
K&L Gates acted for a U.S. oilfield developer in arbitration proceedings against a Thai
engineering contractor relating to the supply of a wellhead platform for use in an oilfield
offshore Thailand. The contractor claimed sums in respect of numerous variation order
¹Work done by K&L Gates lawyer prior to joining the firm
requests. Our clients counter claimed for delay costs, rectification, unlawful retention of
documentation and equipment, poor quality and/or negligent and/or inefficient work, and
liquidated damages. The dispute was governed by English law and referred to rapid
adjudication in London. We were ultimately successful in reaching a negotiated settlement
for the client with payment of a fraction of the sums being claimed.
International – Non-U.S./Arbitration Litigation and Dispute Resolution
K&L Gates acted in arbitration proceedings for one of the world’s largest owners/operators
of oil rigs under the VIAC rules in Vietnam following a dispute with a state oil company in
relation to disputed operating/stand-by rates to be applied under a drilling contract
following a loss of pressure/slumping incident in the White Tiger oil field offshore Vietnam.
International – Non-U.S./Mergers & Acquisitions and Finance
K&L Gates has acted for Halliburton on several global cross-border acquisitions and
disposals of production services companies and businesses.
International – Non-U.S./Mergers & Acquisitions and Finance
K&L Gates advised several of the world's leading energy conglomerates on the
establishment of joint ventures in Russia.
International – Non-U.S./Mergers & Acquisitions and Finance
K&L Gates advised a major integrated Russian oil company on the acquisition of various
downstream assets in Russia and abroad.
International – Non-U.S./Construction & Engineering
K&L Gates represented an energy company in negotiation of a concession with the
Jordanian government for the design and construction of an oil shale project (including
supporting infrastructure and feedstock/off take pipelines) with an estimated project cost
$1.6 billion.
International – Non-U.S./Mergers & Acquisitions and Finance
K&L Gates advised a Jordanian oil shale exploration company on its $31 million pre-IPO
fundraising.
INTERNATIONAL OIL & GAS EXPERIENCE
K&L Gates’ international oil and gas practice is built on a sophisticated and detailed
understanding of the legal aspects of exploring for, producing, transporting, storing, marketing, and processing crude oil, natural gas, coal bed methane, and petroleum products. We
represent all participants in the oil and gas industry, including governments and governmentowned enterprises, producers, drilling contractors, pipeline operators, natural gas liquids
processing companies, purchasers, gas marketing companies, and commercial lenders.
The strength and capability of the K&L
Gates team is evident in the range of
challenging energy projects on which
our lawyers have worked. Our integrated
approach to the practice of law brings
added value to our clients with deal progression supported at both the individual
office level and through firmwide practice
areas. Our lawyers understand both the
legal and commercial issues facing the
oil and gas sector. We advise clients on a
broad range of corporate, commercial and
financial matters including:
•A
cquisition and disposal of
production titles
• Transportation of petroleum
• Sub-sea and floating production facilities
• Joint venture arrangements
• LPG and crude sales
• Royalties and petroleum taxes
• Environmental compliance
• International arbitration
• Gas distribution and trading licenses
• Project development and finance
•Cross-border mergers, acquisitions
and divestitures
• Bidding arrangements
“The strength and capability of the
K&L Gates team is evident in the
range of challenging energy projects...”
The following pages show just a sample
of the breadth and depth of K&L Gates’
non-U.S. oil and gas experience across
the globe.
Europe
• Acted on behalf of Halliburton on
several global cross border acquisitions
and disposals of production services
companies and businesses.
• Advised several of the world’s leading
energy conglomerates on the establishment of joint ventures in Russia.
• Advised
a major integrated Russian
oil company on the acquisition of
various downstream assets in Russia
and abroad.
• Advised on public law matters regarding the planned construction of a gas
pipeline between Poland and Denmark
crossing the German continental shelf.
• Represented a French oil service
company in developing and establishing a $100 million worldwide sales representation distributorship network that
minimized taxation and other liabilities
for operations.
• Advised a U.S. oil and gas exploration
company on the structuring and incorporation of its UK subsidiary.
• Advised a U.S. oil and gas exploration
and production company on its $100
million placing and admission to AIM,
and $30 million secondary fundraising
and renegotiation of $60 million
bank facility.
• Advised an AIM listed independent
oil and gas exploration and production company on two acquisitions and
readmission to AIM.
• Represented a European national oil
company in bidding for properties in
the North Sea.
• Represented a U.S. company in the
establishment of a joint venture with a
Russian partner for the provision of oil
field services in Russia.
• Represented one of the world’s largest
oil companies in the establishment of
a joint venture for the exploration and
production of oil and gas in Russia.
• Represented a major Russian oil
company on the acquisition of over $800
million worth of downstream assets.
• Represented a major Russian oil
company in the establishment of a joint
venture for petroleum product delivery
with one of the leading oil companies in
Eastern Europe.
• Represented a major Russian oil company
in the sale of an offshore drilling rig.
• Advised
oil brokerages in issues
relating to large scale Russian crude
oil consignments.
• Represented Poland’s major oil and gas
company related to certain exploration
projects within and outside of Poland.
• Represented Polish oil and gas producers in matters related to the preparatory
stage of construction of an LNG terminal and the construction of pumping
stations for gas terminals.
• Advised a UK oil and gas exploration
company with operations focused in
West Africa, on its initial placing and
admission to AIM and various secondary fundraisings including a £120
million placing of its shares.
• Advised an AIM listed gas independent
on its acquisition of a company that
constituted a reverse takeover under
the AIM Rules.
• Advised a UK oil and gas exploration
company in connection with various
private placements of its shares.
• Advised a UK company on its proforma agreements for the sale and
purchase of crude oil.
• Advised KBR, Inc. on the $280 million
disposal of its production services business in 25 jurisdictions to a management team.
• Advised Halliburton Company on the
acquisition of PSL Energy Services
Limited in various jurisdictions in
Europe, the Middle East and the AsiaPacific Region.
• Advised Halliburton Company on its
acquisition of Protech Centerform, a
provider of casing centralization.
• Advised Halliburton Company in relation to its contested public bid for oil
services company Expro International.
• Advised a large international industrial
company on the $515 million disposition of a petroleum subsidiary.
• Advised a private equity fund in the
$355 million sale of a midstream gas
gathering and transmission company.
• Advised Halliburton Company in its
acquisition of an outstanding equity
interest in WellDynamics B.V.
• Advised Halliburton Company in the
sale of its membership interests in
Enventure Global Technology LLC.
• Represented KBR, Inc. on the £350 million
sale of Devonport Management Limited.
• Represented a Cyprus-based investment fund in the acquisition of oil and
gas producing assets in Western Siberia
from an international oil major.
• Represented a Russian gas producer in
an $8 billion acquisition of production
and LNG assets in Sakhalin area.
• Represented a Russian gas producer in
an asset swap with an international
energy major.
• Represented a U.S. investor in the
$110 million acquisition of a natural
gas producer in Western Siberia.
• Represented a consortium of oil companies in a major oil field and pipeline
project in Azerbaijan, with particular
emphasis on their operations in Russia,
Azerbaijan and Georgia.
• Represented a Swiss trading house on
standard contracts for oil and refined products sales in South Eastern Asia region.
• Represented a major U.S. oil company
in their corporate, IP and regulatory
issues relating to a project involving the
construction and operation of a chain
of gas stations and convenience stores
through a joint venture in Moscow.
Asia
• K&L Gates acted for a U.S. oilfield
developer in arbitration proceedings
against a Thai engineering contractor
relating to the supply of a wellhead
platform for use in an oil field offshore
Thailand. The contractor claimed sums
in respect of numerous variation order
requests. Our clients counterclaimed
for delay costs, rectification, unlawful
retention of documentation and equipment, poor quality and/or negligent
and/or inefficient work, and liquidated
damages. The dispute was governed by
English law and referred to rapid adjudication in London. We were ultimately
successful in reaching a negotiated
settlement for the client with payment
of a fraction of the sums being claimed.
• Acted in arbitration proceedings for one
of the world’s largest owners/operators of oil rigs under the VIAC rules in
Vietnam following a dispute with a state
oil company in relation to disputed
operating/stand-by rates to be applied
under a drilling contract following a loss
of pressure/slumping incident in the
White Tiger oil field
offshore Vietnam.
• Represented a Singapore-based
holding company in relation to
upstream aspects of a greenfield LNG
project in Asia.
• Advised an Indonesian company that
was formed to build and operate LNG
plants on various aspects of the 2
million tonne per annum LNG project in
Sulawesi, Indonesia, including drafting
a gas supply agreement and an operation agreement for the LNG plant.
• Represented a major Chinese oil
company in the evaluation and negotiation of the purchase of a working interest in an oil property in Ecuador.
• Acted for the Singapore branch of a
large European bank as arranger for a
variety of syndicated loan agreements
for project financing, including advising on various aspects of inter-creditor
agreements, subscription agreements,
indemnity deeds, common terms
agreements and inter-company loans.
• A
dvised an onshore exploration and
production company in India on the
financing for design and construction of a $2.14 billion oil refinery in
Gujarat, India.
• Advised a private bank in India as the
lenders on documentation of numerous
facilities for the Essar Group, including project financing of a bulk terminal
at Hazira Port (India), recommending
reserved discretions for the lenders
under various project agreements and
preparing parent company guarantees.
• Negotiated and drafted construction
contracts for a naphtha cracker plant in
Vadinar (India).
• Negotiated the construction of two $300
million trains for LNG in Indonesia for a
U.S. consortium of oil companies.
• Represented a global energy group in
negotiating production sharing contracts for Vietnamese offshore exploration blocks.
• Advised a major Australian oil and gas
exploration and production company
with global interests on various aspects
of the upstream petroleum industry in
Vietnam, including the negotiation of a
production sharing contract.
• Represented an independent upstream
exploration and production (E&P)
company focused on Asia in the preparation of bid documentation for oil and
gas exploration permits in Laos.
• Advised an onshore exploration and
production company in India on
aspects of a production sharing contract with the Myanmar government.
• Advised a company involved in the
exploration and production of oil and
gas primarily in Indonesia on the monetization of natural gas produced from
the Sebaya gas field in East Java.
• Advised the government on the monetization of natural gas produced from gas
fields in East Java.
• Represented a global group of energy
and petrochemical companies in drafting gas sales agreements and provided
ongoing advice in transactions with the
Indonesian government.
• Represented an American multinational
oil and gas corporation to form a joint
venture with a local partner for operating gas stations in Taiwan and advised
client on petroleum and lube oil import
and distribution related issues and
prepared relevant agreements.
• Advised a Singapore-based holding
company on its $270 million sale to a
gas production and distribution
infrastructure company.
• Advised a U.S. purchaser on a
short-term LNG sale from a field in
Papua New Guinea.
Middle East
• Advised a Kuwaiti petrochemicals
company on the development of a
major olefins project in Kuwait.
• Represented a Saudi petrochemicals
company related to conducting a due
diligence review and redrafting of In
Kingdom and Out of Kingdom catalyst
sales agreements.
• Advised a South American oil company
on the effect of a trading company’s
insolvency under the laws of the United
Arab Emirates.
• Represented an oil exploration
company in connection with the disposal of a portfolio of working interests
in the Middle East.
• Represented a Japanese oil exploration
company on corporate and commercial
aspects of its Middle East operations,
including advice on bids to acquire
assets across the region.
• Represented an energy company in
negotiation of a concession with the
Jordanian government for the design
and construction of an oil shale project
(including supporting infrastructure and
feedstock/off take pipelines) with an
estimated project cost of $1.6 billion.
• Represented a privately owned
Canadian energy development
company as developer of an LNG
storage facility in Oman.
• Advised
a Jordanian oil shale exploration company on its $31 million
pre-IPO fundraising.
• Advised and assisted an oil field services company’s Middle East location in
connection with the establishment of its
investment and business vehicle in Abu
Dhabi, UAE.
• Represented a BVI company providing
offshore oil and gas fields services, in
the acquisition of all business of a sole
proprietorship licensed in Abu Dhabi.
• Represented an onshore and offshore
oil and gas field services contractor,
in the acquisition of National
Services Contracting.
• Represented the foreign partner on the
creation of an oil and gas sector joint
venture based in Abu Dhabi with an
approximate value in excess of $1 billion.
“We represent all participants in
the oil and gas industry...”
North America (Non-U.S.)
•A
dvised a Latin American state-owned
petroleum company in connection with
all of its U.S. operations, including
transfer of supply contracts having a
value in excess of $2.0 billion.
•R
epresented a Toronto Stock
Exchange-listed, Canadian independent
oil and gas E&P company in connection with its acquisition of a U.S.-based
owner of non-operated oil and gas
assets in Texas, Oklahoma, Kansas and
Colorado.
• Advised a mid-continent-based oil field
services company in connection with the
$330 million sale of 93% of its equity
interests to a Toronto Stock Exchangelisted Canadian oil field services
company.
•R
epresented a Calgary-based independent energy company in the acquisition of $81 million of Alberta petroleum
production and exploration assets.
•R
epresented a Calgary-based independent energy company in the acquisition
of an Alberta partnership with petroleum production and exploration assets
in a multi-step, tax-advantaged transaction for $182 million.
• Represented
a Mexican oil and gas
exporter on the negotiation of a terminal
use agreement for an LNG terminal.
• Represented
a Mexican oil and gas
equipment manufacturer in forming
joint ventures with numerous U.S.based oil field equipment manufacturers to develop technology and equipment for sale and use in Mexico, Latin
America and the U.S.
• Represented a major manufacturer of
petroleum based consumer products
in developing a distribution/agency
network in Central America.
• Acted as special U.S. maritime counsel
to major domestic oil producer in
sale-leaseback of its half-interest in
Panamanian-flag deepwater oil production facility in the Gulf of Mexico.
• Assisted
a Latin American stateowned petroleum company to extend
a $1.4 billion joint venture with a
global group of energy and petrochemicals companies.
• Represented a Mexican oil and gas producer in connection with its proposed
privatization of certain refining assets
and related joint venture agreements
with international oil and gas majors.
• Advising the agent and lead lender on
a $135 million construction of a 300
megawatt power plant, natural gas
pipeline and related facilities in the
Dominican Republic.
• Advising a major Mexican industrial
company in connection with the regulation, development, and finance
of a number of natural gas-fired projects in Mexico.
• Advised
a Texas-based independent oil
and gas E&P company in the $60 million
acquisition of producing and undrilled
federal leases in the Gulf of Mexico.
• Represented
a Texas-based independent oil and gas E&P company in the
$810 million acquisition of producing
and undrilled federal leases in the
Gulf of Mexico in two contemporaneous transactions.
South America
• Acted as special U.S. maritime counsel
to lessor in $65 million sale-leaseback of two Brazilian oil production
platforms.
• Representing the contractor in the
world’s largest offshore oil and gas
project under a single turnkey contract
off the coast of Brazil with an original
value of approximately $2.5 billion.
• Represented the national oil company
of Argentina in the privatization of $750
million in assets. This required analysis
of the applicable laws, rules, decrees
and regulations of the country and
the creation of appropriate entities to
accomplish Argentina’s objectives.
• Represented the national integrated
oil and gas company of Trinidad and
Tobago in the transfer of its supply
contracts valued over $2 billion.
• Served as special project finance
counsel to a major multinational oil
company in connection with the development and financing of a $1.5 billion
LNG liquefaction and port facility in
Trinidad and Tobago.
• Represented two companies in disputes
with a leading state-owned oil and gas
company in South America arising
out of a $3 billion turnkey contract for
engineering, procurement, installation,
construction, and startup of two oil and
gas field production facilities.
• Acting
on behalf of Halliburton
Company in connection with a wide
range of assignments including, in
particular, the interlinked $4 billion
ICC arbitrations concerning offshore
drilling platforms located off the coast
of South America.
Africa
• Represented
a developer in a $2 billion
gas-to-liquids project in Nigeria.
• Secured
successful agreements for
petroleum exploration and development
in Gabon, Guinea and the Ivory Coast
for an independent U.S. oil company.
• Represented a
U.S. company in structuring credit support arrangements for
the financing of exploration and production activities in Equatorial Guinea.
• Advised
a publicly listed energy and
natural gas company on the London
Stock Exchange with respect to a
greenfield LNG project in Nigeria
consisting of four trains each having a
capacity of 5.2 million MT per annum.
• Advised
a UK oil and gas exploration
company with operations focused in
West Africa, on its acquisition of an
interest in Block 1 of the Nigeria-Sao
Tome Joint Development Zone.
• Advised an Indian oil company on the
proposed acquisition of a part interest
in a company with upstream oil and gas
interests in Africa, including preparing
share purchase agreement, shareholders agreement, funding agreement and
crude oil purchase agreement.*
• Represented a bank as arranger of an
adjustable borrowing base revolving
credit facility for the development of offshore oil fields located in West Africa.*
• Represented an Indian oil company in
relation to the upgrade and refurbishment
of an oil refinery in North Africa on a buildoperate-lease-transfer (BOLT) basis.*
• Represented an Indian oil company in relation to the construction of a multi-product
pipeline in North Africa on a build-operatelease-transfer (BOLT) basis and structuring
for a prospective project financing.*
• Represented a “supermajor” in relation
to the refurbishment and expansion of
an existing liquefaction plant and terminal facilities in North Africa as part of
an integrated project including natural
gas production, transportation and
processing, and the production and
marketing of LNG and condensates.*
• Advised a prominent African national
oil company in relation to the establishment of a joint venture with a number
of European oil companies to develop
an offshore gas development.*
• Assisted an international oil company
in relation to the renegotiation and
extension of concessions for, and the
restructuring of participations in, various
upstream developments in Libya based
on the new Exploration & Production
Sharing Agreement (EPSA-IV).*
•R
epresented an international oil
company in relation to various issues
arising from a prior acquisition of
various upstream interests in Libya
under Exploration & Production
Sharing Agreements.*
• Advised a U.S. oilfield services
company in relation to a succession
of commercial arrangements for the
provision of specialist drilling services
(including DD, LWD and MWD), and of
proprietary drilling tools and methods,
on various field developments in Egypt
and elsewhere, including the drafting
and negotiation of drilling and well
services contracts.*
* Work done by K&L Gates lawyer prior to
joining the firm.
“Our integrated approach to
the practice of law brings
added value to our clients...”
Australia/Oceania
• Represented one of the world’s largest diversified natural resources companies in the
negotiation of joint operation agreements and production sharing contracts for projects
in the North West Shelf, Australia.
• Represented a global group of energy and petrochemicals companies in negotiating the
sale and purchase of a petroleum title in the North West of Australia and drafted a deed
of coordination for petroleum exploration following acquisition of the title.
• Represented an oil and gas major on the purchase of an offshore title in Western
Australia and in negotiation of a joint operating agreement.
• Advised one of the world’s largest integrated energy companies based in the U.S. on
environmental issues relating to the Gorgon project, the largest single resource natural
gas project in Australia.
• Advised Woodside, Australia’s largest publicly traded oil and gas exploration and production company, on various aspects of the Pluto LNG project including negotiation of
15-year sales agreements with two companies.
• Advised a publicly listed energy and natural gas company on the London Stock
Exchange in relation to the farm-in of gas exploration permits and associated gas sales
agreements in Western Australia.
For more information about our International (Non-U.S.) Oil & Gas Experience, please contact any of the
lawyers listed below:
Beijing
Rose W. Zhu
+86.10.5817.6110
rose.zhu@klgates.com
Moscow
William M. Reichert
+7.495.643.1712
william.reichert@klgates.com
Tokyo
Robert E. Melson, Jr.
+81.3.6205.3602
robert.melson@klgates.com
Dubai
Paul de Cordova
+971.4.427.2704
paul.decordova@klgates.com
Singapore
Raja Bose
+65.6507.8125
raja.bose@klgates.com
Warsaw
Tomasz Dobrowolski
+48.22.653.4221
tomasz.dobrowolski@klgates.com
London
Mathew C. Kidwell
+44.(0)20.7360.8141
mathew.kidwell@klgates.com
Taipei
Christina C.Y. Yang
+886.2.2326.5198
christina.yang@klgates.com
10035
Contacts:
K&L GATES OIL AND GAS PRACTICE
UPSTREAM AND MIDSTREAM
K&L Gates has for decades represented clients in the oil and gas industry. K&L
Gates attorneys have experience in matters covering the full spectrum of operational and corporate issues related to the exploration, production, transportation,
storage and processing of oil, gas, and other petroleum products and related
power generation. We have represented asset and entity buyers and sellers,
producers, farmors amd farmees, trade associations, pipeline operators, storage
and distribution systems, product purchasers, drilling contractors, service companies, public utilities, and commercial lenders in oil and gas related matters.
While K&L Gates attorneys have an
impressive track record of closing large
transactions in the oil and gas industry,
our expertise begins at the operational
level. K&L Gates attorneys have gained an
in-depth understanding of the oil and gas
business from assisting clients in negotiations covering everything from leasing and
drilling to marketing, processing, transportation and storage. It is this base of detailed
operational knowledge and experience that
separates K&L Gates from
other national and global firms.
Our understanding of the operations and
business of oil and gas makes K&L Gates
uniquely effective when it comes to handling A&D, corporate, joint venture, and
financing transactions for clients in the oil
and gas industry. K&L Gates oil and gas
attorneys have handled billions of dollars in
A&D and joint venture transactions, ranging
from the straight-forward to the innovative and complex. These seven, eight and
nine-figure deals have dealt with assets and
operations in every significant petroleum
producing region in the United States,
“...K&L Gates attorneys have an
impressive track record
of closing large transactions...”
including Arkansas, Colorado, Kansas,
Louisiana, Mississippi, New Mexico, North
Dakota, Oklahoma, Pennsylvania, Texas,
Wyoming, and the Gulf of Mexico.
We have also represented both lenders
and borrowers in reserve based financing
arrangements, both syndicated loans and
one bank financings. Such representation
required our attorneys to develop efficient,
practical, and accurate methods to verify
title for wells, leases, and facilities.
The oil and gas industry has a unique
vocabulary and mentality. At K&L Gates,
we speak the language and understand the
business. These pages show just a sample of
the breadth and depth of K&L Gates’ domestic oil and gas transactional experience.
Joint Venture Transactions
• Represented independent operators in
farming out, over a ten year period, several
New Mexico state leases and Federal
leases to various companies, such as
Devon, Samson Resources, and Forest Oil.
• Representing independent operators
in the negotiation of joint ventures with
an international oil service company by
which the service company contributed
30% of the costs of drilling and completion in return for a net profits interest and
a commitment to use its well drilling and
completion services.
Mergers, Acquisitions, and
Corporate Transactions
• Represented
a private E&P company in
the divestiture of the company through a
stock sale for in excess of $100 million.
•R
epresented a Texas-based independent
oil and gas E&P company in the $100
million plus acquisition of producing gas
units in East Texas and related financing.
• Represented a private equity fund seller of
mid-stream gas gathering and transmission
company in a $355 million transaction.
• Represented
a Dallas-based independent energy company in the divestiture
of California petroleum producing assets
for $30 million.
• Represented a Dallas-based independent
energy company in the acquisition of
Oklahoma petroleum producing assets
for $108 million.
• Represented
the sellers of a CO2 pipeline
and marketing company transporting CO2
from Colorado to the Permian Basin for
EOR projects.
• Represented
a private equity fund in its
acquisition of the Gulf of Mexico operations and related vessels and
other assets of an offshore oilfield dive
boat company.
• Represented
Texas-based independent
oil and gas companies in the acquisition
by farmout and lease and subsequent
sale of proved producing and undeveloped properties.
K&L Gates oil and gas attorneys also
work seamlessly with the firm’s professionals in environmental and regulatory compliance, securities matters,
land use, litigation, utilities and power
generation, and other issues encountered by oil and gas clients.
• Represented a 90-year old E&P company
and a larger international private equity
fund in the formation of two oil and gas
joint ventures in a transaction valued at
an aggregate of $740 million. The joint
venture companies will focus on the
production of oil and gas as well as the
acquisition of working interests and royalty
interests, respectively, in oil and gas
properties in Pennsylvania and Ohio.
Operational Matters
• Represented
client in connection with
multiple acquisitions of large mineral
lease tracts, fee mineral interests and
overriding royalty interests in the Fayetteville Shale play in Northwestern Arkansas.
• Represented
a Texas-based independent
in the leasing of properties in the Permian
Basin and the drafting and negotiation of
subsequent participation agreements with
industry partners for the development of
such properties.
• Represented a platform owner/producer
in $54 million removal of an offshore
producing platform and wells toppled by
Hurricane Rita, including negotiation of
related dive boat, lift boat and well control
service contracts.
• Represented producers in the negotiation
of various drilling and joint development
contracts both onshore and offshore.
• Represented producers in connection
with swaps, collars and other physical
and financial hedging arrangements for
petroleum production.
• Represented producers in the negotiation of various petroleum product
marketing agreements.
• Represented producers and processors in
various percent-of-proceeds and volume
fee-based processing contracts.
• Represented numerous mineral owners
and residential developers in connection
with leasing oil, gas and other minerals.
• Represented numerous companies in
dealing with landowners or royalty holders
in resolving various non-litigated disputes
over royalty payment issues, land use
matters, and leasing transactions.
Equity and Debt Financing
• Represented an established management
team in obtaining funding from private
equity firm to establish a platform company
for the acquisition of gas pipelines.
• Represented senior secured lenders in
an out of court reorganization of a multicompany financing in which one of the
key elements was the interpretation/revision of a gathering agreement
among affiliated parties for gas in southeastern Kansas.
• Represented numerous financial institutions in connection with reserved-based
loans secured by oil and gas production
in multiple jurisdictions.
To learn more about our global law firm and our
Oil and Gas practice, visit klgates.com.
Contact:
Michael C. McLean
+1.412.355.6458
michael.mclean@klgates.com
APPALACHIAN BASIN OIL AND GAS PRACTICE
The Marcellus Shale and the Utica Shale in the Appalachian Basin are among
the hottest natural gas plays in North America. The opportunities associated with
developing these shale plays are abundant. Along with these opportunities are
numerous concerns such as the technical challenges of drilling, environmental
regulation, legal issues such as surface and land use rights, the legislative landscape and financing alternatives.
K&L Gates has represented clients in the
oil and gas industry in Pennsylvania, West
Virginia, Ohio and New York for decades.
Our oil and gas practice is built on a
sophisticated and detailed understanding of
the legal aspects of exploring for, producing, transporting, storing, marketing and
processing natural gas, coal bed methane
and oil. Our oil and gas team is experienced
in all areas of law associated with the development of the Marcellus and Utica Shale
including the following:
• Mineral Rights/Leases
•E
nvironmental (Air, Water, Waste,
Radiological)
• Litigation
• Permitting
• Water Use and Reuse
• Surface Use Agreements
• Regulatory/Tax Issues
• Mediation and Arbitration
• Public Policy
• Municipal and Township Ordinances
“K&L Gates has represented clients in the
oil and gas industry in Pennsylvania, West
Virginia, Ohio and New York for decades.”
K&L Gates’ oil and gas team includes lawyers
licensed to practice in the active areas of the
Appalachian region, including Pennsylvania,
West Virginia, Ohio and New York. Several
of our partners have extensive prior experience in serving with governmental agencies,
including the Pennsylvania Department
of Environmental Protection (PaDEP), the
Delaware River Basin Commission (DRBC),
the Susquehanna River Basin Commission
(SRBC), the Ohio River Valley Water Sanitation Commission and the U.S. Environmental
Protection Agency (U.S. EPA). These lawyers
also have long-standing relationships with
many public officials, including governors,
senators and congressmen and include
former members of the Pennsylvania cabinet
in legislative affairs.
“Our oil and gas team is experienced in all areas of law associated with the
development of the Marcellus Shale...”
We have represented industry interests in a
series of key court cases including Robinson Twp. v. Commonwealth, ___ A.3d ___,
2012 WL 3030277 (Pa. Cmwlth. 2012);
T.W. Phillips Gas & Oil Co. v. Jedlicka, 42
A.3d 261 (Pa. 2012); Kilmer v. Elexco
Land Services, Inc., 605 Pa. 413 (2010);
Range Resources—Appalachia, LLC, v.
Salem Twp., 600 Pa. 231 (2009); Belden &
Blake Corp. v. Commonwealth, 600 Pa. 559
(2009).
These cases deal with such important
issues as the following:
• State-required minimum royalties
affected by post-production charges.
• Claims of fraudulent inducement to
vitiate Marcellus Shale leases.
• Lease contests with respect to implied covenants to develop Marcellus Shale zones.
• The scope of preemption as to municipal
regulation of oil and gas development.
• State and federal regulation of natural
gas development on public lands where
the governmental units do not own or
control the mineral rights.
The questions confronted in these cases
will set the framework for many future
development efforts.
Environmental issues continue to affect
development of the Marcellus and Utica
Shale plays and K&L Gates counsels its
clients through regulatory, permitting and
enforcement proceedings involving PaDEP,
West Virginia Department of Environmental
Protection, New York State Department of
Conservation, Ohio EPA and U.S. EPA, as
well as the DRBC, SRBC and Pennsylvania
Fish and Boat Commission. Issues include
new and existing regulations, policies,
guidance or permitting approaches affecting air emissions, water use and reuse,
waste treatment and disposal, radiological
concerns, surface impoundments, pipelines, stream crossings and threatened and
endangered species. We also assist our
clients in enactment of new and amended
municipal and township ordinances that
allow predictable and efficient development
while recognizing the limited role of local
government.
For more information about our Appalachian Basin Oil and Gas practice, please contact any of the
lawyers listed below who are licensed to practice in the following states:
New York
John P. Englert
+1.412.355.8331
john.englert@klgates.com
Pennsylvania
Walter A. Bunt, Jr.
+1.412.355.8906
walter.bunt@klgates.com
Ohio
David R. Overstreet
+1.412.355.8263
david.overstreet@klgates.com
Donald W. Stever
+1.212.536.4861
don.stever@klgates.com
David R. Fine
+1.717.231.5820
david.fine@klgates.com
Craig P. Wilson
+1.717.231.4509
craig.wilson@klgates.com
Craig P. Wilson
+1.717.231.4509
craig.wilson@klgates.com
R. Timothy Weston
+1.717.231.4504
tim.weston@klgates.com
Craig P. Wilson
+1.717.231.4509
craig.wilson@klgates.com
10036
Contacts:
Marcellus and Utica Shale Experience
K&L Gates, a global law firm, with nearly
2,000 lawyers who practice in more than
40 fully integrated offices on four continents,
has for decades represented oil and gas
industry clients in Pennsylvania, West
Virginia, Ohio, and New York. Our oil and
gas practice is built on a sophisticated and
detailed understanding of the legal aspects
of exploring for, producing, transporting,
storing, marketing, and processing natural
gas, coal bed methane, and petroleum
products. Our oil and gas team is
experienced in all areas of law associated
with the development of the Marcellus and
Utica Shale including:
• Mineral Rights/Leases
• Water Resource Challenges
• Regulatory/Tax Issues
• Public Policy
• Leases & Permitting
• Surface Use Agreements
• Mediation & Arbitration
• Litigation
K&L Gates’ oil and gas team includes lawyers
licensed to practice in the active areas of the
Appalachian region, including Pennsylvania,
West Virginia, Ohio, and New York. Several of
our partners have extensive prior experience
in serving with governmental agencies,
including the Pennsylvania Department
of Environmental Protection (PaDEP), the
Delaware River Basin Commission (DRBC),
Susquehanna River Basin Commission
(SRBC), and the U.S. Environmental
Protection Agency (EPA). These lawyers
also have long-standing relationships with
many public officials, including governors,
senators, and congressmen, and include
former members of the Pennsylvania cabinet
in legislative affairs.
We have represented industry interests in a
series of key court cases including Robinson
Twp. v. Commonwealth, ___ A.3d ___,
2012 WL 3030277 (Pa. Cmwlth. 2012);
T.W. Phillips Gas & Oil Co. v. Jedlicka, 42
A.3d 261 (Pa. 2012); Kilmer v. Elexco Land
Services, Inc., 605 Pa. 413 (2010); Range
Resources—Appalachia, LLC, v. Salem Twp.,
600 Pa. 231 (2009); Belden & Blake Corp.
v. Commonwealth, 600 Pa. 559 (2009).
These cases deal with such important issues
as: (a) state-required minimum royalties
affected by post-production charges,
(b) claims of fraudulent inducement to vitiate
Marcellus Shale leases, (c) lease contests
with respect to implied covenants to develop
Marcellus Shale zones, (d) the scope of
preemption as to municipal regulation of
oil and gas development, and (e) state and
federal regulation of natural gas development
on public lands where the governmental
units do not own or control the mineral
rights. The questions confronted in these
cases will set the framework for many future
development efforts.
As anticipated, water resource concerns
are also a crucial issue in the Northeast.
Our firm has counseled producers through
regulatory, permitting, and enforcement
proceedings involving the SRBC, PaDEP, and
New York State Department of Environmental
Conservation (NYSDEC). New regulatory
approaches are rapidly evolving, as agencies
such as SRBC, PaDEP, and NYSDEC
have announced new policy, guidance,
administrative, or permitting approaches to
shale well drilling and development activities.
K&L Gates includes lawyers practicing out of more than 40 fully integrated offices located in North America, Europe, Asia,
South America, and the Middle East, and represents numerous GLOBAL 500, FORTUNE 100, and FTSE 100 corporations,
in addition to growth and middle market companies, entrepreneurs, capital market participants and public sector entities.
For more information about K&L Gates or its locations and registrations, visit www.klgates.com.
Learn more about our Marcellus and Utica shale experience at klgates.com.
Walter A. Bunt, Jr.
+1.412.355.8906
walter.bunt@klgates.com
David R. Overstreet
+1.412.355.8263
david.overstreet@klgates.com
R. Timothy Weston
+1.717.231.4504
tim.weston@klgates.com
Craig P. Wilson
+1.717.231.4509
craig.wilson@klgates.com
11197
Contacts:
Oil and Gas Practitioners
Below is a list of K&L Gates partners, of counsel, associates and government affairs
counselors/advisors who practice primarily in the oil and gas industry. Their biographies
can be found at www.klgates.com
Lawyer
Tom Birsic
Walter Bunt
John Englert
Mark Feczko
Donald
Kortlandt
Theodore
McConnell
Michael
McLean
Terrence
Murphy
Pierce
Richardson
Henry Snyder
Kristen
Stewart
George
Bibikos
Daniel
Delaney
David Fine
Peter Gleason
Chris Nestor
David
Overstreet
Timothy
Weston
Craig Wilson
Patrick
Galvin
Jack Erskine
Keith Shuley
John Cox
Office
Pittsburgh
Pittsburgh
Pittsburgh
Pittsburgh
Pittsburgh
Practice
Insurance Coverage
Litigation
Regulatory
Litigation
Real Estate
Phone
412.355.6538
412.355.8906
412.355.8331
412.355.6274
412.355.6515
Email
thomas.birsic@klgates.com
walter.bunt@klgates.com
john.englert@klgates.com
mark.feczko@klgates.com
donald.kortlandt@klgates.com
Pittsburgh
412.355.6566
ted.mcconnell@klgates.com
412.355.6458
michael.mclean@klgates.com
Pittsburgh
Corporate, M&A and
Securities
Corporate, M&A and
Securities
Regulatory/Public Policy
412.355.6339
terry.murphy@klgates.com
Pittsburgh
Real Estate
412.355.6786
pierce.richardson@klgates.com
Pittsburgh
Pittsburgh
412.355.6720
412.355.8925
henry.snyder@klgates.com
kristen.stewart@klgates.com
Harrisburg
Tax
Corporate, M&A and
Securities
Litigation
717.231.4577
george.bibikos@klgates.com
Harrisburg
Energy & Utilities
717.231.4516
dan.delaney@klgates.com
Harrisburg
Harrisburg
Harrisburg
Harrisburg
Litigation
Public Policy
Litigation
Litigation
717.231.5820
717.231.2892
717.231.4812
717.231.4517
david.fine@klgates.com
peter.gleason@klgates.com
chistopher.nestor@klgates.com
david.overstreet@klgates.com
Harrisburg
Energy/Environmental
717.231.4504
tim.weston@klgates.com
Harrisburg
Anchorage
Litigation
Regulatory
717.231.4509
907.777.7603
craig.wilson@klgates.com
patrick.galvin@klgates.com
Austin
Austin
Dallas
512.482.6875
512.482.6887
214.939.5599
jack.erskine@klgates.com
keith.shuley@klgates.com
john.cox@klgates.com
Martin Garza
Bobby
Majumder
William
Hyatt
Brian Montag
Dallas
Dallas
214.939.5802
214.939.5945
martin.garza@klgates.com
bobby.majumder@klgates.com
Newark
Public Policy
Environmental
Corporate, M&A and
Securities
Municipal Regulation
Corporate, M&A and
Securities
Environmental/Energy
973.848.4045
william.hyatt@klgates.com
Newark
Environmental/Energy
973.848.4044
brian.montag@klgates.com
Pittsburgh
Lawyer
John Spinello
Office
Newark
Phone
973.848.4061
Email
john.spinello@klgates.com
212.536.4864
david.naidu@klgates.com
New York
Orange County
Portland
Raleigh
Practice
Regulatory,
Environmental
Regulatory,
Environmental/Energy
Environmental/Energy
Financial Services
Energy/FERC
Environmental/Energy
B. David
Naidu
Donald Stever
Gordon Peery
Carl Fink
Stanford
Baird
Barry
Hartman
Cliff
Rothenstein
Hon. Jim
Walsh
Rose Zhu
New York
212.536.4861
949.623.3535
503.226.5725
919.743.7334
don.stever@klgates.com
gordon.peery@klgates.com
carl.fink@klgates.com
stanford.baird@klgates.com
Washington DC
Environmental/Litigation
202.778.9338
barry.hartman@klgates.com
Washington DC
Regulatory/Public Policy
202.778.9381
cliff.rothenstein@klgates.com
Washington DC
Regulatory/Public Policy
202.778.9321
jim.walsh@klgates.com
Beijing
+86.10.5817.6110
rose.zhu@klgates.com
Dubai
Corporate, M&A and
Securities
Litigation
Paul de
Cordova
Patricia Tiller
Mathew
Kidwell
+971.4.427.2804
paul.decordova@klgates.com
Dubai
London/Dubai
Litigation
Litigation
patricia.tiller@klgates.com
mathew.kidwell@klgates.com
London
Corporate, M&A and
Securities
Corporate, M&A and
Securities
Corporate, M&A and
Securities
Corporate, M&A and
Securities
Litigation
Litigation
+971.4.427.2711
+44.(0)20.7360.81
41 (London)/
+971.4.427.2700
(Dubai)
+44.(0)20.7360.81
42
+44.(0)20.7360.81
14
+7.495.643.1700
Howard
Kleiman
Jeremy
Landau
Georgy
Borisov
William
Reichert
Raja Bose
Michael
James Pollen
Christina
Yang
Tomasz
Dobrowolski
Karol Lasocki
+7.495.643.1712
william.reichert@klgates.com
+65.6507.8125
+65.6507.8120
raja.bose@klgates.com
mike.pollen@klgates.com
Corporate, M&A and
Securities
Regulatory
+886.2.2326.5198
christina.yang@klgates.com
+48.22.653.4221
tomasz.dobrowolski@klgates.com
Energy, Regulatory,
Environmental
+48.22.653.4219
karol.lasocki@klgates.com
London
Moscow
Moscow
Singapore
Singapore
Taipei
Warsaw
Warsaw
howard.kleiman@klgates.com
jeremy.landau@klgates.com
georgy.borisov@klgates.com
K&L Gates Oil & Gas Practitioners
Page 2
K&L Gates Supporting Lawyers
Biographies for the K&L Gates partners listed below can be found at www.klgates.com
Lawyer
Richard Paciaroni
Jason Richey
David Luther
Ronald West
Gail Conenello
John “Jack” Krill
Steven Epstein
Charlie Harris
John Sylvester
Michael Zanic
Michael
Brodowski, Ph.D.
Roberto Capriotti
George Dickos
Stephen Glazier
William Kuss
Rick Hosking
Cliff Hutchinson
Linda Moore
Charles Rysavy
David Seidler
Dan Trocchio
Eugene Segrest
Ronald Aulbach
Stephen Barge
Scott Newman
Office
Pittsburgh
Pittsburgh
Dallas
Pittsburgh
Newark
Harrisburg
New York
Pittsburgh
Pittsburgh
Pittsburgh
Boston
Pittsburgh
Pittsburgh
Washington
DC
Pittsburgh
Pittsburgh
Dallas
Dallas
Newark
Fort Worth
Pittsburgh
Dallas
Pittsburgh
Pittsburgh
New York
Practice
Construction
Environmental
Environmental
Finance
Finance
Insurance Coverage
Insurance Coverage
Intellectual Property
Phone
412.355.6767
412.355.6260
214.939.5535
412.355.6752
973.848.4048
717.231.4505
212.536.4830
412.355.6730
412.355.8617
412.355.6219
617.261.3113
michael.brodowski@klgates.com
Intellectual Property
Intellectual Property
Intellectual Property
412.355.6423
412.355.6785
202.778.9045
roberto.capriotti@klgates.com
george.dickos@klgates.com
stephen.glazier@klgates.com
Intellectual Property
Litigation
Litigation
Litigation
Litigation
Litigation
Litigation
Real Estate
Tax
Tax
Tax
412.355.6323
412.355.8612
214.939.5444
214.939.4908
973.848.4053
817.347.5275
412.355.6284
214.939.4991
412.355.6249
412.355.8330
212.536.4054
william.kuss@klgates.com
richard.hosking@klgates.com
cliff.hutchinson@klgates.com
linda.moore@klgates.com
charles.rysavy@klgates.com
david.seidler@klgates.com
dan.trocchio@klgates.com
eugene.segrest@klgates.com
ron.aulbach@klgates.com
steve.barge@klgates.com
scott.newman@klgates.com
Construction
Corporate, M&A and Securities
Corporate, M&A and Securities
Email
richard.paciaroni@klgates.com
jason.richey@klgates.com
david.luther@klgates.com
ronald.west@klgates.com
gail.conenello@klgates.com
john.krill@klgates.com
steve.epstein@klgates.com
charles.harris@klgates.com
john.sylvester@klgates.com
michael.zanic@klgates.com
K&L Gates Oil & Gas Practitioners
Page 3
K&L Gates in Poland
As a nation focused on growth and prosperity, Poland is among the top 20 global
economies. Over the past 20 years Warsaw has not only regained its position as
an important political and business point on the European map, but has also
become one of the principal and fastest growing markets in Europe. More than
170 of the 500 largest companies in the CEE region are located in Poland.
Capitalizing on the domestic and cross-border opportunities presents particular challenges. To assist clients in navigating these
challenges, our Warsaw lawyers and a team
of dedicated lawyers across the firm’s offices
in the rest of Europe, the United States, and
Asia offer a unique combination of national
and international experience in corporate,
M&A, IP and real estate transactions, and
litigation, as well as policy, regulatory, and
government relations matters. This combination allows the team to provide clients with
unparalleled depth and scope of advice in
domestic as well as out-bound legal matters.
K&L Gates practitioners resident in the
firm’s Warsaw office and their peers in the
United States are an integral part of the
firm’s national and international practice
and regularly deal with cross-border transactions involving the United States, Europe,
and Asia.
Our Practices in Poland
Corporate/M&A
Our corporate/M&A team handles international and domestic work, with experience
in private and public M&A, private equity,
international joint ventures, and complex corporate restructurings. Clients include Polish
and international blue chip companies,
investment banks, private equity, hedge and
venture capital funds, as well as a variety of
national and international businesses.
Banking and Finance
Our practice offers an integrated service in
relation to all types of debt and equity financing, asset finance, equipment leasing, and
international and domestic project finance
transactions, including PPP schemes. The
team advises sponsors, financial institutions,
and corporations on all aspects of finance
transactions, both in domestic and European
markets and around the world.
Tax
We advise on Polish and international tax
law, tax optimization, structuring of crossborder real estate transactions and ongoing
asset management, financing, refinancing and restructuring of investments and
companies, joint ventures, regulatory and tax
advice to institutional investors on European,
unregulated investment structuring.
Capital Markets
Our capital markets lawyers have vast experience in representing public companies,
institutional and individual investors, and
capital market institutions. Our practice is
not limited to drafting offering documents or
representing issuers or investment banks in
IPOs. In addition, our lawyers regularly participate in transactions involving acquisition
of listed companies, representing shareholders in corporate disputes over corporate
governance in public companies, and in the
preparation of tax effective structures for
major investors on the public market, associated both with purely tax issues and with the
fulfillment of regulatory requirements.
Private Equity
Our Private Equity lawyers work on transactions covering a broad range of industry
sectors and combine legal knowledge with
solid business experience and judgment. We
regularly represent both the general partner
and limited partners of the funds that provide
private capital as well as the companies,
management teams, and entrepreneurs who
utilize that capital to acquire, create, and
grow businesses around the globe. We cover
the entire spectrum and life cycle of transactions in the private equity markets, from
formation to investment to exit.
Our energy and natural resources team offers
a full range of services related to all aspects
of energy business sector. We advise in the
processes of privatization of the state enterprises, the financing of a gas pipelines, the
restructuring of power plants. Our lawyers
represent our international clients in regard
to the regulatory and corporate affairs as
well as during the mediations with the
domestic regulators.
Our lawyers have significant experience in
drafting documentation for projects to modernize and finance existing power plants, as
well as with projects to develop heat sources
and heating networks.
Litigation and Dispute Resolution
Our litigation advisors represent clients before
all genres of Polish of international courts,
as well as before domestic and international
arbitral tribunals, including the Arbitration
Court at the National Chamber of Commerce
in Warsaw (KIG), ICC, UNCITRAL, and
International Arbitral Center in Vienna.
We have extensive experience in handling
disputes arising from business agreements,
such as lease contracts, tenancy contracts,
services agreements, disputes resulting
from relations among company partners or
shareholders, vindication of guarantee and
warranty claims, proceedings to protect
intellectual property, and disputes regarding
copyright, brand names, and other intellectual property rights.
Public Procurement/Government
Contracts/Regulatory
Our lawyers have extensive experience in
the preparation of the bids and administrative appeal process and litigation in the area
of public procurement, and PPP. We are
advising in the area of civilian and military
contracts. We have intimate knowledge of
the legal rules since we drafted the first
Polish law on public procurement and
executory orders in accordance with World
Bank standards.
Our in-depth knowledge of the public
procurement law helps our clients avoid the
pitfalls and disqualification on unimportant
technical grounds.
Intellectual Property
Our intellectual property lawyers provide
assistance to a wide variety of Polish and
international clients with respect to their
intellectual property rights. We assist in
the protection of copyright and other intellectual property matters, including litigation,
customs protection procedures, and criminal
proceedings with respect to anti-piracy and
other disputes in this field. We have substantial experience in the preparation of various
agreements related to copyright matters,
including preparation of licensing and publishing agreements, distribution or dubbing
(or voice-over) agreements, and contracts for
television, film, video, and DVD.
Key Facts
• Versatile transaction lawyers who lead
complex international transactions with
appropriate support from specialists.
•N
etwork of fully-integrated international offices in Poland, the United
Kingdom, Belgium, France, Germany,
Russia, the United States, Asia, and
the Middle East.
• Polish team that acts as lead counsel in
international deals.
• Partner availability during all phases of
the transaction.
• Quick turnaround times and highly
commercial approach.
• Partner teams in our U.S. east- and
west-coast offices.
Real Estate
Our real estate team offers a full range of
services related to all aspects of real estate
matters, including acquisitions and transactional, financing, construction and regulatory,
zoning and planning, and infrastructure and
government contracts. The practice also
covers all aspects of project development,
infrastructure projects, and financing.
Labor and Employment
We handle the full range of contentious
and non-contentious work. Our experience
includes all aspects of individual and collective employment law, pensions, company
restructurings, and employee benefits.
Domestic and international work is undertaken for clients, including public and private
sector employers, and multinational groups,
as well as small companies.
Learn more about K&L Gates in Warsaw at
klgates.com.
Contact:
Maciej Jamka
Managing Partner
Tel +48.22.653.4204
maciej.jamka@klgates.com
10286
Energy and Natural Resources
Warsaw Energy and Utilities Practice
Representative Experience
• A dvisory services for an international
operator of energy from waste products with respect to the development
potential of projects regarding energy
from waste and renewable sources.
• R epresentation of German and
French energy investors in the
process of the privatization of a
power plant in Poland.
The energy and utilities industries have entered a period of far-reaching
changes caused by a number of forces: requirements to replace older and
“dirtier” generating facilities, a changing mix of energy sources, projected
increases in demand for electricity and gas, enhanced generator and grid
security mandates, climate change and emission reduction obligations, renewable portfolio standards, uncertainty of federal, state, and local legislation and
regulation, transmission capacity expansion challenges, and much more.
Our Warsaw lawyers are familiar with the
issues facing all parties involved in energy
and utilities projects in Poland. They are
qualified to meet the challenges of the
privatization, restructuring, and financing of
the energy sector in Poland, and to respond
proactively to the needs of the clients.
The practice can deliver strength across
the board, with access to the knowledge
and experience of lawyers in our banking,
international capital markets, and corporate
practices who can provide advice on all
aspects of the energy sector. Our lawyers
are recognized by prestigious rankings such
as Legal 500, Chambers Europe, Chambers
Global, European Legal Experts or PLC
Which Lawyer? Yearbook.
Our Services
• Facility siting, permitting, and
project development
• Project finance
• Facility construction
• Facility operations and
environmental compliance
• Regional transmission organizations
and regional energy and greenhouse
gas initiatives
• Antitrust and trade regulation
• Administrative and litigation matters
• Legislation and policy development
• Generating facility tax
assessment challenges
• Intellectual property and
electronic commerce
Industry Segments
•E
lectric power generation, transmission,
distribution, and energy trading
• Cogeneration
•W
ind, solar, biomass, geothermal, and
other renewable resource generation
• Clean technology and alternative energy
•O
il and gas production and
transmission
• Natural gas storage
• Liquefied natural gas projects
• Nuclear power
• Clean coal and natural gas power
• Mergers, acquisitions, and joint ventures
• Energy sales and purchases, fuel supply
agreements, hedging transactions, and
other commercial transactions
• Emissions allowance transactions and
renewable energy certificate transactions
• R epresentation of International
Utilities in connection with projects
regarding the acquisition of companies specializing in transmission of
thermal energy in Poland.
•A
dvisory services for the largest energy
company in Poland in selected corporate issues and IP protection.
• R epresentation of an international
investor in a project concerning the
acquisition of wind farms generating
power exceeding 500 MW.
•A
dvisory services for a German
energy company in a transaction
concerning the sale of shares in an
operator of a gas distribution network.
•A
dvisory services for one of the
leading oil sector companies in Poland
in projects regarding oil and gas prospecting in Poland and abroad.
• A dvisory services for the European
Bank for Reconstruction and
Development in negotiations with
an international power corporation
investing in Poland.
• C orporate and regulatory advice to
various parties and energy sector
investors, including companies
interested in developing shale
gas resources and involvement in
nuclear projects.
• A dvising a leading US nuclear power
plant operator in connection with
tenders in Poland.
Learn more about our Warsaw Energy and Utilities practice at klgates.com.
Contacts:
Tomasz Dobrowolski
Partner
+48 22 653 4221
tomasz.dobrowolski@klgates.com
Dr Karol Lasocki
Of Counsel
+48 22 653 4219
karol.lasocki@klgates.com
10291
Our Lawyers
•R
epresentation of one of the largest
energy companies in Germany in
connection with the acquisition of the
local urban heating company’s shares.
An Excerpt From:
K&L Gates Global Government Solutions ® 2012: Annual Outlook
January 2012
Energy and Environment
Resolution of Chemical Industry Disputes under the EU’s “REACH” Regime
European Union (EU) companies manufacturing or importing one ton or more of
certain chemical substances must register these activities with the newly established
European Chemicals Agency (ECHA). The new system, which is set out in
Regulation (EC) No 1907/2006, known as REACH (Registration, Evaluation,
Authorization, and Restriction of Chemicals), requires the industry to collect and
share the data on substances in order to register them with ECHA. The ECHA is to
evaluate this data and is authorized to impose stringent regulation of dangerous
substances or ban them altogether. Under REACH, the term “chemical substances” is
broadly defined to include not only a wide range of substances, but also products
such as paints and cosmetics that contain them.
Unlike other EU regulatory legislation,
REACH foresees a variety of mechanisms
for resolving disputes arising out of this
framework. REACH provides for the right
to challenge certain decisions of ECHA
and the European Commission before the
EU General Court, a lower, independent
court attached to the EU Court of Justice
(ECJ). REACH also provides for the
appeal of other ECHA decisions to the
Board of Appeal—a dispute resolution
body which is part of ECHA. REACH also
recognizes a contractual right to arbitrate
certain disputes and acknowledges that
certain rights conferred by REACH may
be pursued before national courts.
Increasingly, ECHA’s and the
commission’s decisions with regard
to REACH obligations are being
challenged, either in court or before the
Board of Appeal. To date, very few of
these challenges have been successful;
however, and companies considering
such a challenge need to carefully
consider how, where, and when it is most
appropriate to do so.
ECHA’s Board of Appeal
The ECHA Board of Appeal is set up
within the agency to guarantee the
processing of appeals for persons
affected by certain decisions taken by
ECHA. The Board of Appeal—whose
members are required by REACH to
be independent—is responsible for
deciding on appeals relating to, among
other matters, rejections of registrations,
decisions on sharing data in the case
of substances, examinations of testing
proposals, and evaluations of registration
dossiers. To have standing to pursue
an appeal, the decision at issue must
be addressed to, or be of direct and
individual concern to, the appellant.
Appeals will be decided (by majority
48
K&L Gates Global Government Solutions ® 2012 Annual Outlook
Energy and Environment
vote) by three members of the Board of
Appeal; this procedure is similar to that for
appeals to the EU General Court or ECJ.
To date, eight appeals have been lodged
with the Board of Appeal, and of these,
seven have led to a published decision.
Of those seven appeals, two were
withdrawn and one has been satisfied.
REACH provides that ECHA’s Executive
Director may rectify the contested
decision within 30 days of the appeal
being filed. On that basis, three appeals
were discontinued after ECHA rectified
the decision in question.
Actions before the General Court
Under REACH, decisions of the Board
of Appeal may be brought before the
General Court. The General Court may
also hear challenges to decisions of the
ECHA as to which there is no right of
appeal to the board, and with regard
to European Commission decisions on
REACH obligations. In cases where
ECHA has an obligation to take a
decision but fails to do so, the party
concerned may bring proceedings for
failure to act before the General Court.
A number of challenges against ECHA
and commission decisions concerning
the early stages of the authorization
process have already been brought
before the General Court. Several of
these have recently been held to be
inadmissible on the grounds that (i) the
decision was not of “direct concern”
to the applicant; (ii) the decision
challenged did not produce legal effects
and thus was not a challengeable act;
or (iii) the challenge was out of time.
Moreover, the European Court of Justice
has already given its first two judgments
on questions of interpretation of REACH
that had been referred by the UK High
Court. In addition, a number of appeals
have been logged against General
Court decisions.
The Role of National Courts
National courts also have a role under
REACH. Specifically, in the event of data
sharing between companies—either
for existing data or for new data being
developed via testing—REACH provides
that one party is entitled to have a claim
on the other party for an equal share of
the cost incurred, or to prohibit the other
party from manufacturing, importing,
or selling the substance, provided that
certain conditions are satisfied. In both
cases, REACH provides that the entitled
party may bring a claim before the
national courts. More generally, where a
question on the interpretation of REACH
arises in proceedings before a national
court, that court may—and in certain
circumstances must—refer the question to
the ECJ for judgment.
The Future
To date, the REACH dispute resolution
regime remains barely tested for most
parties subject to REACH. However,
given the scope of REACH and its
applicability and potentially significant
impact on industry, there is likely to be a
significant escalation of REACH-related
disputes in the near future. There have
been recent reports of concerns in the
General Court, in particular over the likely
number of technically complex REACHrelated appeals that the court will be
called upon to deal with in the next few
years and beyond. Companies subject
to REACH should therefore be vigilant
in producing the best argument before
ECHA’s Board of Appeal or the General
Court and ensuring that proceedings are
lodged in a timely fashion.
Vanessa C. Edwards (London)
vanessa.edwards@klgates.com
Raminta Dereskeviciute (London)
raminta.dereskeviciute@klgates.com
Arbitration under REACH
Last, but not least, REACH recognizes
circumstances whereby parties in
disagreement may choose to arbitrate.
Specifically, when companies or
individuals cannot agree on sharing
certain information where this is
mandatory under REACH, or cannot
agree on cost sharing for tests to develop
data, they can submit the matter to an
arbitration tribunal whose decision the
parties agree to accept.
K&L Gates Global Government Solutions ® 2012 Annual Outlook
49
1st December 2011
Challenging ECHA Decisions
European Regulatory
/ UK Regulatory
By Vanessa C. Edwards, Scott S. Megregian, Raminta Dereskeviciute
A decision by the European Chemicals Agency ("ECHA") to include a substance on the REACH
Candidate List of Substances of Very High Concern ("SVHC") may lead to a requirement that use
of that substance must be authorised and subsequently restricted. It can therefore have significant
implications for manufacturers, importers and distributors of the substance, which may wish to
challenge the decision.
A measure (including a decision) taken by an EU agency such as ECHA may be challenged before
the EU General Court provided that the measure is intended to produce legal effects and is a
"regulatory act" of "direct concern" to the applicant. The challenge must be brought within two
months and 10 days of publication of the act.
In a series of recent orders, the General Court has ruled on a number of preliminary issues relating
to such actions.
Is the decision a challengeable act?
The formal process for including a substance on the Candidate List is set out in Article 59 of
REACH. This states that if the ECHA Member State Committee unanimously votes to identify a
substance as an SVHC, ECHA must include it on the Candidate List and must publish and update
the Candidate List on its website without delay.
In Case T-1/10 PPG and SNF v ECHA, two companies asked the General Court to annul the
decision of the ECHA Member State Committee voting unanimously to include acrylamide on the
Candidate List. The Court ruled that the Member State Committee decision was intended to
produce legal effects only when the updated Candidate List was published on the ECHA website,
not when the vote by the Committee was taken. The decision itself was not, therefore, a
challengeable act. As a result, the action brought by the companies was dismissed.
Is the decision of "direct concern" to the applicant?
In Case T-343/10 Etamine and AB Etiproducts v ECHA and T-346/10 Borax Europe v ECHA,
three companies that imported borates into, and sold borates in, the EU asked the General Court to
annul the decision of ECHA to include certain borates in the Candidate List. In this case, the
decision being challenged was identified as the publication on the ECHA website of the updated
Candidate List.
The Court noted earlier judgments establishing that "direct concern" requires that the measure
complained of directly affects the legal situation of the applicant. The applicants argued that they
were directly concerned because inclusion in the Candidate List:
affected their legal situation in that it constituted new hazard information requiring suppliers to
update safety data sheets: the Court ruled that the identification of the substances as SVHCs
did not contain new information since the substances already met the criteria for classification
as hazardous under the Dangerous Substances Directive; identification of a substance as an
SVHC therefore had no impact on the placing on the market and use of the substance;
Challenging ECHA Decisions
triggered the obligation in Article 34(a) of REACH to communicate new information on
hazardous properties up the supply chain: the Court ruled that Article 34(a) did not impose
requirements on the applicants as it only imposed obligations up the supply chain and in any
event the identification of the substances as SVHCs did not include new information on
hazardous properties;
triggered the obligation in Article 7(2) and 33 of REACH to notify and communicate
information concerning SVHCs in articles: the Court ruled that those provisions were not of
concern to the applicants as they were importers and sellers of substances and not producers,
importers or suppliers of articles;
affected their material situation in that their customers would be reluctant to continue to buy
products containing substances on the Candidate List: the Court ruled that the applicants had
merely claimed, and not proven, this.
Timing an Application
In Case T-268/10 PPG and SNF v ECHA, the applicants made a separate application on 10 June
2010 challenging the inclusion of acrylamide in the Candidate List, which had been published on
the ECHA website on 30 March 2010. ECHA and the Commission argued that the challenge had
been brought more than two months and 10 days after publication and was therefore out of time.
The applicants referred to the General Court's Rules of Procedure, which provided that the time
limit started from the end of the 14th day following publication of the contested decision. The
Court ruled that that provision applied only (as it clearly stated) to acts published in the Official
Journal of the EU. Since Article 59 of REACH requires publication of the Candidate List on the
ECHA website only and not in the Official Journal of the EU, the extra 14 days do not apply when
inclusion of substances in the Candidate List is being challenged.
Implications
Manufacturers and importers of substances added to the Candidate List may be understandably
eager to seek annulment of ECHA's decision to that effect. However, these recent cases
demonstrate that an ill-considered challenge risks being dismissed at an early stage on procedural
grounds. To maximise the chances of success, the following must be borne in mind:
First, it is essential to identify the correct measure to challenge, namely the measure that is
intended to produce legal effects. The decision of the ECHA Member State Committee voting to
identify a substance as an SVHC is not such a measure; in contrast, inclusion of a substance on the
Candidate List is intended to produce legal effects and may in principal be challenged.
Second, demonstrating that inclusion of a substance on the Candidate List is of "direct concern" to
a manufacturer or importer of the substance will be difficult. However, the General Court's
reasoning in dismissing the applicants' arguments on this point nonetheless gives some guidance
as to how a challenge may be drafted with the best chance of meeting this condition.
Third, an action for annulment of a decision by ECHA to include a substance on the Candidate
List must be brought within two months and 10 days of publication of the updated Candidate List
on the ECHA website.
Finally, the applicants in the cases discussed above have the right to appeal to the EU Court of
Justice against the orders of the EU General Court. We have not yet heard whether any of the
applicants has decided to appeal, but it may be that the above decisions will be reviewed by a
higher court and possibly reversed.
2
Challenging ECHA Decisions
Please contact the K&L Gates REACH team if your company / industry is considering challenging
any REACH/CLP decision taken by ECHA or by the European Commission.
Authors:
Vanessa C. Edwards
vanessa.edwards@klgates.com
+44.(0)20.7360.8293
Scott S. Megregian
scott.megregian@klgates.com
+44.(0)20.7360.8110
Raminta Dereskeviciute
raminta.dereskeviciute@klgates.com
+44.(0)20.7360.8264
3
An Excerpt From:
K&L Gates Global Government Solutions ® 2011: Mid-Year Outlook
July 2011
Energy and Environment
Proposed Changes to the EU Seveso II Directive
The European Commission has proposed changes to the European Union’s (“EU”)
“Seveso II” Directive, which regulates hazardous materials. These changes would
have the effect of dramatically expanding the scope of the Directive and thus the
responsibilities covered establishments. The Seveso accident happened in 1976
at a chemical plant in Seveso, Italy, manufacturing pesticides and herbicides.
A dense vapor cloud containing dioxin, a poisonous and carcinogenic byproduct of an uncontrolled reaction, was released from a reactor. Although no
immediate fatalities were reported, kilogram quantities of a substance lethal to
man even in microgram doses were widely dispersed, which resulted in extensive
contamination of land and vegetation, mass evacuation and as many as 2,000
cases of dioxin poisoning.
dangerous substances are present in
greater quantities than those which
trigger this obligation is required to draw
up (and review and keep updated) a
safety report and internal emergency
plans and to provide the relevant national
authority with the necessary information
to enable it to draw up external
emergency plans. Finally, operators of
such establishments must provide certain
information to the authorities following a
major accident.
Seveso II applies to all establishments
where specified quantities of dangerous
substances are present as a raw
material, product, by-product, residue,
or intermediate. It also applies where
the presence of dangerous substances is
anticipated and where it is reasonable to
suppose that dangerous substances may
be generated in the event of accident.
Seveso II also provides for inspections
by national authorities and imposes a
number of other obligations on national
authorities. Member States may, and
in some cases must, penalize failure to
comply with certain of its requirements by
prohibiting any use of the establishment
concerned (which could involve shutting
the plant).
Once Seveso II applies, numerous
potentially onerous obligations are
triggered. Seveso II requires operators
of establishments within its scope to take
all measures necessary to prevent major
accidents and to limit their consequences
for humans and the environment. More
specifically, the operator of such an
establishment must notify the relevant
national authority with prescribed
information about the operator, the
establishment, and the dangerous
substances concerned and must draw
up, document, and implement a majoraccident prevention policy. In addition,
the operator of an establishment where
Application of Seveso II is triggered
by the presence of a given quantity
of a “dangerous substance” at an
establishment. For this purpose,
“dangerous substance” means a
substance or mixture which is expressly
listed in Seveso II or which (essentially)
has been classified as a dangerous
substance or mixture in accordance with
existing EU legislation on classification.
In response, the EU adopted its first
Seveso Directive (“Seveso I”) in 1982.
Seveso I required EU Member States to
ensure that certain manufacturers took
the measures necessary to prevent major
accidents and to limit their consequences
for humans and the environment. In the
light of accidents at the Union Carbide
plant in Bhopal, India in 1984 (where a
factory leak of methyl isocyanate caused
more than 2,500 deaths) and at the
Sandoz warehouse in Basel, Switzerland
in 1986 (where contaminated fire-fighting
water caused massive pollution of the
Rhine and the death of half a million fish),
Seveso I was amended so as to broaden
its scope, in particular to include the
storage of dangerous substances.
Seveso II, which repealed and replaced
Seveso I in 1996, imposed obligations
directly on industry as well as on Member
States. In addition, the scope was
widened again and new requirements
were added.
Under that legislation it is possible for
a substance or mixture to be classified
as dangerous solely because it contains
a constituent which is itself classified,
even though the principal substance or
The European Commission has proposed changes to the European Union “Seveso II” Directive,
which regulates hazardous materials.
32
K&L Gates Global Government Solutions ® 2011 Mid-Year Outlook
Energy and Environment
In December 2010 the European
Commission published a Proposal for a
Seveso III Directive which would repeal
and replace Seveso II with effect from
June 1, 2015 (to coincide with the full
implementation of the CLP Regulation).
The principal change would be that
Seveso III would reflect the new system
for the classification of hazardous
substances and mixtures laid down by
the CLP Regulation.
mixture has not itself been independently
shown to be dangerous. This may result
in an anomalous situation which can be
illustrated by assuming that Substance A
is classified as a dangerous substance
for which the Seveso II quantity threshold
is 100 tonnes and that Substance B
contains 1 percent Substance A as
an impurity and is itself classified as a
result. Substance B will therefore be a
“dangerous substance” within the scope
of Seveso II. A facility will therefore be
subject to Seveso II if 100 tonnes of
Substance B are present even though only
one tonne of Substance A is present. In
contrast, a facility at which 99 tonnes of
Substance A as such are present will not
be subject to Seveso II.
For various reasons, this anomaly has
not previously given rise to significant
problems in practice. However, recent
and continuing changes to the EU
legislation on classification mean that it
is likely to be more of a problem in the
future if the opportunity is not taken to
rectify it. That legislation is currently being
phased out and replaced by the new EU
Regulation on Classification, Labelling and
Packaging of Substances and Mixtures
(“CLP Regulation”). This Regulation
implements the UN Globally Harmonised
System of classification and labelling of
chemicals, which differs in some respects
from the current EU legislation.
Changes to the procedure for
classification flowing from the CLP
Regulation will mean that many more
substances will be classified because
of an impurity and many more mixtures
will be classified because of a minor
constituent. This greatly increases the
risk that an establishment may become
subject to Seveso III and its attendant
obligations solely because a very small
amount of a classified substance is
contained in a compound substance or
a mixture present at the establishment,
while another establishment containing
a much greater quantity of the classified
substance remains outside the scope of
Seveso III. Although Seveso III contains
a derogation that might assist, this
depends on the substance concerned
being on a list compiled by the European
Commission; it does not address the root
of the anomaly.
The proposed Seveso III Directive is
currently proceeding through the EU
legislative process. Some industry sectors
are hoping to persuade the legislature
to make amendments to remove the
anomaly. It remains to be seen whether
these efforts will bear fruit.
Vanessa C. Edwards (London)
vanessa.edwards@klgates.com
Raminta Dereskeviciute (London)
raminta.dereskeviciute@klgates.com
K&L Gates Global Government Solutions ® 2011 Mid-Year Outlook
33
REACH Alert
September 2010
Authors:
Vanessa C. Edwards
vanessa.edwards@klgates.com
+44.(0)20.7360.8293
Scott S. Megregian
scott.megregian@klgates.com
+44.(0)20.7360.8110
Raminta Dereskeviciute
raminta.dereskeviciute@klgates.com
+44.(0)20.7360.8264
K&L Gates includes lawyers practicing out
of 36 offices located in North America,
Europe, Asia and the Middle East, and
represents numerous GLOBAL 500,
FORTUNE 100, and FTSE 100
corporations, in addition to growth and
middle market companies, entrepreneurs,
capital market participants and public
sector entities. For more information,
visit www.klgates.com.
REACH: Claiming confidentiality for
information in the registration dossier
New procedures apply after 30 September 2010
REACH registrants can request the European Chemicals Agency ( ECHA ) to
keep some of the information in the technical dossier confidential. In addition,
where a member of the public has used its right to request ECHA to disclose
information which a registrant provided, the registrant may be able to claim that
that information is confidential. In both cases, it is important to follow the correct
procedures. This alert gives a summary of recent guidance issued by ECHA on
one type of confidentiality claim together with an overview of other aspects of
preserving confidentiality that may be of relevance to registrants.
Information in the registration dossier
REACH requires ECHA to make certain information contained in the registration
dossier publicly available on the internet unless it considers that a request for
confidentiality is justified. ECHA has recently issued guidance to registrants on
how to request confidentiality for information in the registration dossier. The
guidance is contained in Part 16 of the REACH-IT Data Submission Manual,
entitled Confidentiality Claims: How to make confidentiality claims, and how to
write Art 119(2) confidentiality claim justifications.
Registrants who have submitted confidentiality claims before 30 September 2010
will be given the opportunity to update their claims in light of the
recommendations and guidelines in the manual. Confidentiality claims lodged
after 30 September should be in accordance with the manual.
Background
Article 119 of REACH lists information in the registration dossier which ECHA
must make publicly available on its website. A registrant may claim that some, but
not all, of this information is confidential and should not be publicly available.
ECHA will decide whether such claims are justified.
Article 119(1) lists the following information for which confidentiality cannot be
claimed:
The IUPAC name for dangerous substances (subject to the exceptions in
Article 119(2), see above)
If applicable, the EINECS name of the substance
The classification and labelling of the substance
Physicochemical data concerning the substance and on pathways and
environmental fate
The result of each toxicological and ecotoxicological study
Any derived no-effect level or predicted no-effect concentration in the
chemical safety report
REACH Alert
Information claimed
confidential
Other information in the
Safety Data Sheet
Guidance on safe use
Analytical methods if requested in
accordance with Annexes IX or X which
make it possible to detect a dangerous
substance when discharged into the
environment as well as to determine the
direct exposure of humans
In contrast, the following information, listed in
Article 119(2), will not be made available on
ECHA s website if the registrant submits a
justification accepted as valid by ECHA as to
why publication is potentially harmful for the
commercial interests of the registrant or any
other party concerned:
If essential to classification and labelling, the
degree of purity of the substance and the
identity of impurities and/or additives known
to be dangerous
The total tonnage band within which the
substance has been registered
The study summaries or robust study
summaries required in the registration dossier
Certain information in the safety data sheet
The trade name of substance
IUPAC (International Union of Pure and
Applied Chemistry) names for dangerous
substances which are non-phase-in or only
used as intermediate/in scientific R&D/ in
PPORD
How to make a confidentiality claim
under Article 119(2)
To claim confidentiality, there is provision for a
flag to be set against each piece of information
entered in IUCLID. Fees in the following ranges
(with the lower end of each range relevant for
smaller companies) must be paid for each piece
of information for which confidentiality is
claimed. The Manual contains more detail of
how the fees are calculated.
Information claimed
confidential
Degree of purity and/or
identity of impurities or
additives
Tonnage Band
Study summary or robust
study summary
Fee
338 to 4500
113 to 1500
338 to 4500
Trade name(s) of the
substance
IUPAC Name of non-phase
in substances which are
dangerous
IUPAC Name of dangerous
substances used as
intermediates, and/or in
scientific research, and/or in
product and process oriented
research and development
Fee
225 to 3000
(for all
use(s)/use(s)
advised
against)
113 to 1500
113 to 1500
113 to 1500
A justification going beyond a simple statement
that the information is a business secret must be
entered for each claim. In particular, it should be
demonstrated that disclosure of the information
would potentially harm the registrant s or a third
party s commercial interests. This requires it to
be shown that:
The information is known only to a limited
number of persons, and typically that the
registrant or third party has taken specific
measures to keep the information secret
The registrant or third party has a
commercial interest worthy of protection
There is a causal link between publication of
the information and the potential harm
It should also be indicated whether
confidentiality is claimed only until a certain
date or the occurrence of a particular event
(which must be specified) or for an unlimited
time. In addition a contact name must be given
to enable ECHA to be in contact with the
registrant during the assessment of the claim.
The Manual recommends that each of the above
elements should be described in no more than
two or three sentences and that the justification
as a whole should not exceed one A4 page.
Templates and examples are provided. Since
ECHA will only accept very brief claims for
confidentiality, companies should consider
carefully what grounds of justification they
provide.
If a confidentiality flag is set and no justification
is provided, registrants may re-submit their
dossier once only to include justification.
September 2010
2
REACH Alert
Companies should therefore be sure to both
set the flag and provide justification as they
otherwise risk losing the opportunity to claim
confidentiality.
Challenging a decision rejecting a
confidentiality claim
If ECHA rejects a confidentiality claim, it must
notify a decision rejecting a confidentiality claim
to the registrant in writing (where appropriate by
electronic means).
The registrant may request a review from
ECHA within two months of receipt. This is an
administrative review and not an appeal to the
Board of Appeal, which has no jurisdiction over
confidentiality claim decisions.
ECHA must take a decision within two months of
the request; the registrant may challenge the
decision before the General Court or complain to
Ombudsman
Other confidentiality issues
As indicated above, Article 119 of REACH lists
the information from the registration dossier
which ECHA must make available on its website,
subject to the possibility of claiming
confidentiality for certain items of such
information. Article 77(2)(e) of REACH requires
ECHA in addition to maintain all other
information it holds on registered substances, the
classification and labelling inventory and the
harmonised classification and labelling list
established in accordance with the CLP
Regulation. EU citizens or companies have a
right of access to such information subject to a
limited number of exceptions. ECHA must
disclose information on request unless disclosure
would undermine the protection of: the public
interest, the privacy of personal data, commercial
interests, court proceedings and legal advice or
the purpose of inspections, investigations and
audits (subject to any overriding public interest in
disclosure).
REACH Art 118(2) provides that the following
are normally deemed to undermine the
protection of commercial interests unless
urgent action is necessary to protect human
health, safety or the environment, such as
emergency situations :
Details of full composition of mixture
Precise use, function or application of
substance or mixture
Precise tonnage of substance or mixture
manufactured/placed on market
Links between manufacturer/importer and
his distributors/DUs
Where ECHA receives a request for access to a
document which originates from a third party
(e.g. a REACH registrant or CLP notifier), it will
refuse the request if one of the exceptions above
applies and will grant the request if the document
has already been disclosed or it is clear that the
disclosure would not affect one of the interests
mentioned above; in all other cases, ECHA must
consult the third-party author. If ECHA intends
to give access against the explicit opinion of the
author, it must so inform the author and draw his
attention to his right to challenge the disclosure
before the EU General Court or make a
complaint to the Ombudsman.
Confidentiality in the C&L Inventory
ECHA has also recently indicated that
companies who are not registering substances
under REACH by 30 November 2010 but who
are obliged to notify the classification and
labelling of substances to ECHA as of 3 January
2011 may keep the IUPAC name confidential in
the case of non-phase in substances and
substances used only as intermediates and/or in
scientific R&D and/or in PPORD. Such
confidentiality claims can only be made using
IUCLID. An alternative name must be provided
for dissemination by ECHA.
Why K & L Gates is uniquely placed to
assist with REACH issues
K&L Gates provides a comprehensive legal
service designed to assist industry groups and
individual companies to meet their REACH
obligations and maintain their ability to market
and use their products based on sound
compliance strategies. The team s practice has
developed over the last seven years based on
experience gained during the adoption and
ongoing implementation processes of this
complete and radical review of the European
Union s (EU) chemicals policy. Our REACH
team has advised extensively on numerous
aspects of REACH to manufacturers, importers,
traders, distributors, downstream users, and trade
associations/consortia in numerous sectors. We
also have considerable experience of advocacy,
litigation and dispute resolution in the REACH
space. For further information, please see our
REACH practice brochure [link].
September 2010
3
REACH Alert
Anchorage Austin Beijing Berlin Boston Charlotte Chicago Dallas Dubai Fort Worth Frankfurt Harrisburg Hong Kong London
Los Angeles Miami Moscow Newark New York Orange County Palo Alto Paris Pittsburgh Portland Raleigh Research Triangle Park
San Diego San Francisco Seattle Shanghai Singapore Spokane/Coeur d Alene Taipei Tokyo Warsaw
Washington, D.C.
K&L Gates includes lawyers practicing out of 36 offices located in North America, Europe, Asia and the Middle East, and represents numerous
GLOBAL 500, FORTUNE 100, and FTSE 100 corporations, in addition to growth and middle market companies, entrepreneurs, capital market
participants and public sector entities. For more information, visit www.klgates.com.
K&L Gates is comprised of multiple affiliated entities: a limited liability partnership with the full name K&L Gates LLP qualified in Delaware and
maintaining offices throughout the United States, in Berlin and Frankfurt, Germany, in Beijing (K&L Gates LLP Beijing Representative Office),
in Dubai, U.A.E., in Shanghai (K&L Gates LLP Shanghai Representative Office), in Tokyo, and in Singapore; a limited liability partnership (also
named K&L Gates LLP) incorporated in England and maintaining offices in London and Paris; a Taiwan general partnership (K&L Gates)
maintaining an office in Taipei; a Hong Kong general partnership (K&L Gates, Solicitors) maintaining an office in Hong Kong; a Polish limited
partnership (K&L Gates Jamka sp. k.) maintaining an office in Warsaw; and a Delaware limited liability company (K&L Gates Holdings, LLC)
maintaining an office in Moscow. K&L Gates maintains appropriate registrations in the jurisdictions in which its offices are located. A list of the
partners or members in each entity is available for inspection at any K&L Gates office.
This publication is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied
upon in regard to any particular facts or circumstances without first consulting a lawyer.
©2010 K&L Gates LLP. All Rights Reserved.
September 2010
4
3 October 2012
Practice Groups:
Oil & Gas
Mining and Metals
EU Parliamentary Committee backs
tough disclosure rules for extractive
companies
European Regulatory
/ UK Regulatory
By James O. Green, Vanessa C. Edwards, Aoife R. Loftus
Foreign Corrupt
Practices Act/AntiCorruption
Introduction
On 18 September, 2012, the European Parliament's Committee on Legal Affairs (the
"Committee") voted in favour of proposed EU legislation to impose disclosure obligations aimed
at deterring corruption by large companies involved in extracting oil, gas and minerals and
logging1. The draft legislation, proposed by the European Commission in October 2011 as a new
accounting directive and amendments to existing transparency legislation,2 would require
companies active in the exploration, discovery, development and extraction of oil, natural gas and
minerals and in the logging of primary forests to publish on an annual basis full information on
their payments to national governments on both a project-by project and country-by-country basis.
The Committee has significantly strengthened the Commission's proposal.
Why the proposals have been put forward
Campaigners have long recognised the problems associated with payments made to governments
in resource-rich developing countries which lack political and economic stability. Arlene
McCarthy MEP,3 who is a leading proponent of the changes, explained "Project-level disclosure is
the only way in which local communities in resource-rich countries are able to expose corruption
and hold their governments accountable for using revenues towards development".
The proposed legislation is also part of a global move towards greater levels of transparency.
Disclosure obligations for resource extraction issuers have recently been introduced in the United
States, pursuant to Section 1504 of the Dodd-Frank Wall Street Reform and Consumer Protection
Act 2010; in 2010, Hong Kong implemented new reporting regulations which established countryby-country reporting for petroleum and mineral companies listed on its stock exchange; and the
authorities in Australia and Canada are also considering similar proposals.
Key proposal points
Relevant sectors - the legislation would apply to certain companies and other entities (see
below) active in the extractive industry (exploration, prospection, discovery, development and
extraction of oil, natural gas and minerals), logging of primary forests, banking, construction
and telecommunications.
Relevant companies - the legislation would apply to all EU large4 companies (whether public
or private), to all companies and EU public-interest entities (national public enterprises) whose
securities are admitted to trading on a regulated EU market and to all banks and insurance
undertakings.
1
JURI/7/07694 and JURI/7/07698.
COM(2011) 683 and COM(2011) 684, adopted by the Commission on 25 October 2011.
3
Member of the European Parliament.
4
Exceeding at their balance sheet two of the following criteria: (i) balance sheet total €20m; net turnover €40m;
average of 250 employees during the financial year. 3
2
EU Parliamentary Committee backs Tough Disclosure
Rules for Extractive Companies
Relevant payments - the legislation would require disclosure of payments to any government
(including any federal, regional or local authority), including any Member State government.
€80,000 materiality threshold - payments need not be disclosed if a single payment or
multiple related payments do not exceed €80,000.
Environmental fines - any fines for violations of environmental and remediation laws must
also be disclosed, by country.
No exemptions - the Committee deleted a provision in the proposals which would have
excluded from the reporting obligation payments made in a country where public disclosure is
clearly prohibited by criminal legislation; it also deleted an exemption from reporting
information not material to the recipient government.
Principles for reporting - the amount of each individual payment made to each level of
government must be disclosed. Project-by-project reporting is also required for companies
active in the extractive or logging of primary forest industries. Payments in kind must be
reported in value and volume.
Sanctions for non-compliance - as is usual with EU legislation, Member States are required
to provide effective, proportionate and dissuasive sanctions for infringement. In the case of
infringements by EU listed companies, the legislation specifies that the penalties must include
at least: a public statement indicating the company or individual (this might be the case if
national law provided for liability for directors, for example) in breach and the nature of the
breach; an order requiring the conduct to cease; a fine of up to 10% of annual turnover for
companies or €5 million for individuals.
Next steps
The draft legislation will now be negotiated between the Committee and the Council of the EU,
comprising representatives of all 27 Member States. Assuming these two arms of the EU
legislature agree a final version of the legislation, it will be submitted to all MEPs for a European
Parliament plenary vote later this year and in parallel adopted by the Council. The Committee
regards the approved version as giving it a strong negotiating mandate. However, given the
difference in approach between the Parliament and the Council (in particular regarding the
inclusion of the logging sector, project-by-project reporting and payments to Member State
governments and the derogation where publication would be a criminal offence in the country
concerned), agreement on a version including all the above amendments may prove unattainable.
Authors:
James O. Green
Vanessa C. Edwards
Aoife R. Loftus
james.green@klgates.com
+44.(0).20.7360.8105
vanessa.edwards@klgates.com
+44.(0).20.7360.8293
aoife.loftus@klgates.com
+44.(0).20.7360.8178
2
DID YOU KNOW THIS ABOUT
SORAINEN?
B A LT I C L A W F I R M O F T H E Y E A R
Awarded by:
Financial Times & Mergermarket
Interna onal Financial Law Review
PLC Which lawyer?
Interna onal Tax Review
SORAINEN is a leading regional business law firm with fully integrated offices in Estonia, Latvia, Lithuania and Belarus. Since its
establishment in 1995, SORAINEN has been advising interna onal and local organisa ons on all business law and tax issues involving
the Bal c States and Belarus.
Uniquely, the firm boasts integrated regional teams covering all prac ce areas, a unified prac ce and quality management system and
shared know-how base. Full integra on and combining the resources of all four offices enables SORAINEN to provide seamless service
to clients in local and cross-border assignments. For these reasons, SORAINEN is usually the first choice not only for complex domes c
transac ons, but especially for regional projects and for clients with opera ons in several Bal c States or Belarus.
SORAINEN has been:
■
awarded six mes as “Bal c Law Firm of the Year” by
InternaƟonal Financial Law Review, The Financial Times &
Mergermarket and PLC Which lawyer?;
■
awarded three mes as “Bal c Tax Firm of the Year” by
InternaƟonal Tax Review;
■
assigned over 30 top- er rankings annually by interna onal
legal directories The Legal 500, Chambers, IFLR1000 and PLC
Which lawyer?;
■
repeatedly ranked among the top law firms in Eastern Europe in
transac on league tables by Mergermarket, Thomson Reuters,
Bloomberg and DealWatch;
■
awarded the tle of “Best Provider of Legal Services in Belarus”
by the Belarus Ministry of Jus ce, the only foreign law firm ever
to receive such recogni on;
■
awarded as the best employer in Estonia and most
family-friendly employer in Estonia.
SORAINEN has:
■
over 120 local though mainly interna onally-trained lawyers
and tax advisers;
■
a quality management system cer fied since 2006 by Lloyd’s
Register Quality Assurance under ISO 9001 standards, the first
among law firms in the Bal cs and Belarus;
■
serviced more than 8,000 local and interna onal corporate
clients in the region and advised on more than 37,000
transac ons since 1995.
SORAINEN’s vision is to develop its integrated regional law and tax prac ce, where a dream team services dream clients and both have
their poten al maximised and ambi ons fulfilled. The firm’s values are client focus and business mindedness, ethics and respect,
teamwork and know-how sharing as well as constant personal development. We work hard to consistently implement our values
at SORAINEN and probably this is one reason why many companies con nuously rely on our advice in their business endeavours
throughout the Bal c States and Belarus.
ESTONIA
LATVIA
LITHUANIA
BELARUS
Toomas Prangli
Office Managing Partner
toomas.prangli@sorainen.com
Pärnu mnt 15
10141 Tallinn
phone +372 6 400 900
fax
+372 6 400 901
estonia@sorainen.com
Pekka Puolakka
Managing Partner
pekka.puolakka@sorainen.com
Kr. Valdemāra iela 21
LV-1010 Riga
phone +371 67 365 000
fax
+371 67 365 001
latvia@sorainen.com
Kęstu s Adamonis
Office Managing Partner
kestutis.adamonis@sorainen.com
Jogailos 4
LT-01116 Vilnius
phone +370 52 685 040
fax
+370 52 685 041
lithuania@sorainen.com
Kiryl Apanasevich
Office Managing Partner
kiryl.apanasevich@sorainen.com
ul Nemiga 40
220004 Minsk
phone +375 17 306 2102
fax
+375 17 306 2079
belarus@sorainen.com
ISO 9001 cer fied
www.sorainen.com
© SORAINEN 2012
All rights reserved
SORAINEN operates as a matrix organisation with local and regional teams, which cover the areas of law and taxation listed
below. Working in these integrated teams allows us to ensure strong specialisation, know-how sharing and prompt, efficient
and reliable service across all four offices in any business transaction related to the Baltic States or Belarus.
Our regional prac ces are:
Banking
Intellectual Property
Capital Markets
Investment Funds, Structures & Pensions
Corporate
Investment Incen ves
Compe
Mergers & Acquisi ons
on
Construc on
Pharmaceu cals & Life Sciences
Dispute Resolu on
Private Equity
Distribu on & Trade
Priva sa on
Employment
Project Finance & PPP
Energy & U li es
Public Procurement
Environmental
Real Estate
Financial Services & Regula on
Restructuring & Insolvency
Informa on Technology & Data Protec on
Tax & Customs
Infrastructure & Regulatory
Telecommunica ons
Insurance
Transport & Mari me
SORAINEN clients are mainly large and medium sized interna onal and local businesses opera ng or planning to operate in the Bal c
States and Belarus.
The firm is proud to have been trusted by such world renowned companies as ABB, AGA, AIG, Barclays, Bri sh American Tobacco, Canon,
Carlsberg, Chris an Dior, Coca-Cola, Coopernic Alliance, Credit Suisse, Danske Bank, DHL, DZ Bank, eBay, ERGO, Ericsson, Genworth,
Google, Hewle -Packard, Hitachi, HSBC, HSH Nordbank, Intel, L’Oreal, Nokian Tyres, Nordea, Nordic Investment Bank, PKN Orlen, Royal
Bank of Canada, SAP, SEB, Siemens, Skype Technologies, Statoil, Swedbank, Toyota, UniCredit Bank, Western Union and many others.
ISO 9001 cer fied
www.sorainen.com
ENERGY & UTILITIES
B A LT I C L A W F I R M O F T H E Y E A R
Awarded by:
Financial Times & Mergermarket
Interna onal Financial Law Review
PLC Which lawyer?
Interna onal Tax Review
The SORAINEN Energy & U li es Prac ce is a significant feature of
the firm’s Compe on & Regulatory Team. The prac ce covers a
full range of interna onal and domes c energy law and regulatory
services. The SORAINEN Energy & U li es Prac ce assists clients
in nego a ons involving complex agreements, regulatory issues
and poli cal challenges. The team consists of highly qualified
energy law experts supported by other SORAINEN prac ces in
the areas of dispute resolu on, regulatory, compe on law,
environmental law, and mergers and acquisi ons. With more
than a dozen experienced and interna onally recognised lawyers
from all SORAINEN offices, the firm has one of the largest Energy
& U li es Teams in the Bal c States and Belarus.
SORAINEN is recommended by interna onal directories such
as The Legal 500 (“Clients say that SORAINEN’s team is ‘very
confident in what it is doing’.”) and Chambers Europe (praised for
“a rac ng clients with its reliable advice and high level of service”).
Both The Legal 500 and Chambers Europe have acknowledged
SORAINEN’s leading and outstanding role in regulatory markets,
with Chambers Europe naming SORAINEN “as the go-to” firm in
this sector.
The strong and experienced SORAINEN team is consistently
involved in the region’s major energy transac ons. As the only
fully integrated law firm in the Bal c States and Belarus, the team
offers the highest quality services in complex cross-border and
local transac ons. SORAINEN offers exper se in all key energy
and u li es areas including:
■
price and tariff approvals;
■
permits and licences;
■
electricity, gas and hea ng power plant construc on and
modernisa on projects;
■
gas and oil extrac on;
■
liquefied natural gas projects;
■
supply and network agreements;
■
energy dispute resolu on;
■
nego a ons with regulators;
■
compliance issues;
■
protec on of investments;
■
waste management projects;
■
emissions trading;
■
renewable energy.
SORAINEN is a member of the Environment and Energy Commission at the Lithuanian Business
Confedera on | ICC Lithuania. The Lithuanian Business Confedera on | ICC Lithuania is a member
of the Interna onal Chamber of Commerce (ICC), represen ng the main service and trade oriented
companies and business associa ons in Lithuania, www.icclietuva.lt. The head of the SORAINEN Energy
& U li es Prac ce in Lithuania also heads the Environment and Energy Commission at the Lithuanian
Business Confedera on | ICC Lithuania.
The regional head of the SORAINEN Energy & U li es Prac ce is Kaupo Lepasepp, whose contacts appear below
Local heads of the SORAINEN Energy & U li es Prac ce are:
ESTONIA
LATVIA
LITHUANIA
BELARUS
Kaupo Lepasepp
kaupo.lepasepp@sorainen.com
Pärnu mnt 15
10141 Tallinn
phone +372 6 400 900
fax
+372 6 400 901
estonia@sorainen.com
Rūdolfs Eņģelis
rudolfs.engelis@sorainen.com
Kr. Valdemāra iela 21
LV-1010 Riga
phone +371 67 365 000
fax
+371 67 365 001
latvia@sorainen.com
Paulius Koverovas
paulius.koverovas @sorainen.com
Jogailos 4
LT-01116 Vilnius
phone +370 52 685 040
fax
+370 52 685 041
lithuania@sorainen.com
Maksim Salahub
maksim.salahub@sorainen.com
ul Nemiga 40
220004 Minsk
phone +375 17 306 2102
fax
+375 17 306 2079
belarus@sorainen.com
ISO 9001 cer fied
www.sorainen.com
© SORAINEN 2011
All rights reserved
ENERGY & UTILITIES
TRANSACTION EXPERIENCE
The Energy & U li es Prac ce por olio involves a great many
assignments from interna onal and local companies. The team
advises major public and private energy and gas companies
such as Alpiq, Ees Gaas, Fortum Power & Heat, Gaasienergia,
Gasum, IBERDROLA Engineering and Construc on, Lithuanian
Energy, Lotos Petrobal c, Statoil, as well as na onal regulators.
A selec on of significant cases is briefly described below.
ELECTRICITY
Advising na onal energy company Lithuanian Energy on electricity
trading in Lithuanian and Latvian jurisdic ons. Services included
analysis of market operator ac vi es and possibili es to establish
a trading pla orm in Latvia. SORAINEN represents the client in
dispute resolu on cases in Lithuania, advises on restructuring and
spin-off of its group companies and assists on other energy and
heat related ma ers.
Assis ng a major electricity company ac ve in European
markets in establishing a subsidiary and launching trading
ac vi es in Lithuania. Services included obtaining licences and
permits, nego a ng electricity supply, balancing and use of grid
agreements.
Advising the major market player in Eastern European and
Ukrainian coal produc on, power genera on and distribu on
markets on cross-border electricity trading. Advice included
analysing the electricity supply and purchase possibili es plus
preparing electricity trading schemes on the Lithuanian-Belarusian
border.
Assis ng Alpiq, a major European electricity company, in launching
its local ac vi es in Lithuania.
Advising a large Estonian cellulose and paper manufacturer
also producing heat and power in tense nego a ons with the
major Estonian energy group and a large foreign energy trader in
prepara ons for an electricity trading arrangement. Assis ng the
client also in renewable energy projects.
Advising Hitachi-GE Nuclear Energy, a consor um of Japan’s
Hitachi and the US’s General Electric, announced as winner
of a Lithuanian Government tender to construct, operate
and decommission the new Nuclear Power Plant in Visaginas,
Lithuania. Advice covers a wide range of legal issues such as
nuclear energy, electricity, construc on, environment, waste
management, licenses and permits. This is the largest investment
project in the Bal c States since they regained independence in
the early 1990s. The Visaginas Nuclear Power Plant is expected
to start opera ons in 2020.
GAS & LNG
pricing policies. Assis ng the client also in dra ing and approving
standard terms for natural gas distribu on and natural gas sales
with the Estonian Compe on Authority.
HEATING POWER PLANT CONSTRUCTION &
MODERNISATION
Advising IBERDROLA Engineering and Construc on, a world
leader in the energy engineering sector, on construc on of a
combined-cycle gas turbine power plant in Lithuania. Services
included public procurement advice, dra ing and nego a ng
a FIDIC (Interna onal Federa on of Consul ng Engineers)
contract and various supply agreements, obtaining licences
and permits. With a total value of over EUR 300 million this
was the largest construc on project in the Lithuanian energy
sector in recent years.
Represen ng Fortum Power & Heat, a major electricity and heat
power produc on and distribu on company in the Nordic and
Bal c countries, in complex na onal and interna onal procedures
and disputes, such as advising on acquisi on of the heat opera ons
of Va enfall in the Bal cs and successful representa on of the
client in cons tu onal review of aboli on of co-produc on
subsidies. Advising the client also in a complex administra ve
procedure on approval of heat produc on and distribu on tariffs
for the second largest city in Estonia.
Represen ng and advising Enerstena, a major Lithuanian specialist
in assembling, insula ng and pla ng works for steam, water
hea ng and hea ng plants. Services included assis ng the client
in EU-financed public procurement projects and representa on
in dispute resolu on cases in the Lithuanian courts.
OIL
Advising one of the largest oil companies in Central and Eastern
Europe on acquisi on of a controlling shareholding in the largest
oil extrac on group in Lithuania. Services included advice on
specific regula on of the oil extrac on market, licensing and
other regulatory issues. This was the largest acquisi on by value
in Lithuania in 2010.
Advising Statoil, an interna onal energy company with opera ons
in 34 countries, on acquisi on of a licence for the wholesale trade
of bio-diesel in Lithuania and represen ng Statoil’s interests at the
Lithuanian Ministry of Energy.
RENEWABLE ENERGY & EMISSIONS TRADING
Advising Naujoji energija, a Lithuanian company developing,
construc ng and opera ng wind park projects, and its shareholders
on sale of its 40 MW capacity onshore wind farm to Estonian
investment fund Freenergy and Scandinavian energy company
Vardar Eurus, including complex advice on land development
issues.
Advising Ees Gaas, Estonia’s main natural gas wholesaler and
retailer, in various commercial and regulatory ma ers: from
successful commercial price-nego a ons and nego a ons with
the market regulator to represen ng the client in administra ve
and court proceedings on pricing of natural gas plus advising the
client in the legisla ve process.
Assis ng a major Latvian company opera ng in the energy
sector on various issues related to par cipa on in the European
Greenhouse Gas Emission Trading Scheme.
Advising Gaasienergia, a member of the Gasum Group, a major
Estonian natural gas provider, in concluding a take-or-pay gas
supply agreement with a major customer plus nego a ons
with the market regulator over alleged dominant posi on and
Advising one of the largest corporate conglomerates in Japan
and one of the largest publicly traded companies in the world
in purchasing Assigned Amount Units (AAU) from Estonia and in
exchanging AAU’s for innova ve ba ery products.
ISO 9001 cer fied
www.sorainen.com
© SORAINEN 2011
All rights reserved
ESTONIA LATVIA LITHUANIA BELARUS
Tallinn
ESTONIA
Leading regional business law firm with fully integrated offices in Estonia, Latvia, Lithuania and Belarus
Established in 1995, today SORAINEN numbers more than 120 lawyers and tax advisers
Riga
LATVIA
Vilnius
LITHUANIA
First law firm in the Baltic States and Belarus where a quality management system has been implemented under ISO 9001 standards
Minsk
BELARUS
Serviced more than 7,500 local and international corporate clients and advised on close to
35,000 transactions
www.sorainen.com
Energy mandates
Hitachi selected as strategic investor for the Visaginas nuclear power plant project in Lithuania, the largest investment project in the Baltics since regaining independence in early 1990s
Largest ongoing construction project in Lithuania – construction
of a combined circle gas turbine power plant by Iberdrola
over EUR 350 million
2
www.sorainen.com
Acquisition of 50 per cent shares in LL investicijos, a Lithuanian company holding a permit for exploration and production of hydrocarbon resources Drafting the new Lithuanian Law on Renewable Energy
ESTONIA LATVIA LITHUANIA BELARUS
Acquisition of Mažeikių
Nafta, a major oil refinery in Lithuania with wholesale and retail activities across the Baltics
Advising the national energy company Lithuanian Energy on electricity trading in the Lithuanian and Latvian jurisdictions
USD 2,625 billion
Advising the client on regulatory issues in Lithuania
Acquisition of the license for the wholesale trade bio‐
diesel in Lithuania. Representing Statoil’s
interests at the Lithuanian Ministry of Energy
www.sorainen.com
Legal Alert – 5 November 2012
IMPORTANT AND COMPREHENSIVE IMPROVEMENTS
TO THE PSA REGIME IN UKRAINE
The new Law "On Amendments to Selected Legislative Acts
of Ukraine Concerning Execution of Production Sharing
Agreements (“PSA Amendments Law”) was recently signed
by the President and is expected to take effect soon,
introducing a number of important amendments into the PSA
Law and a few other laws.
The PSA Amendments Law accumulates a long “Wish List”
of various improvements proposed in the past few years by
the investment and legal community, including by our firm,
as well as amendments needed for the Government of
Ukraine (“GOU”) to move forward on the three PSAs
currently under negotiations (Olesska, Yuzivska and
Skyphska). The PSA Amendments Law requires a thorough
analysis, but some of its most important highlights are listed
below:
Olimpiysky Center
72, Velyka Vasylkivska
Street Suite 14, Kiev
03150
Ukraine
Phone: [380] (44) 2071060
Fax: [380](44) 207-1064
4056 Mansion Dr., N.W.
Washington, D.C. 20007
USA
Phone: [1] (202) 3381182
Fax: [1] (202) 338-4237
1. Conversion of the existing Subsoil License into a PSA
The long anticipated mechanism for the conversion of the existing Subsoil License into
a PSA without a tender (“PSA Conversion”) opens up for investors numerous existing
projects, which are under control of local companies.
According to the current PSA Law, PSA Conversion is possible, but there is no
procedure provided, and the possibility for such a PSA Conversion is expressly allowed
only for the holder of the Subsoil License (“License-Holder”), which in most cases are
Ukrainian State-owned or private companies. There is no mention of a possibility to
bring an investor into the conversion and make the investor a party to the future PSA
together with the License-Holder.
The PSA Amendments Law now stipulates the procedure and timeframe for the PSA
Conversion, but still does not expressly allow bringing an investor, along with the
License-Holder, into the PSA Conversion. Because this issue is of critical importance
for investors, which intend to participate with License-Holders in the PSA Conversion,
the absence of express provision in the legislation leaves a gap open to interpretation.
The PSA Amendments Law, however, elaborates on the concept of a "multilateral"
PSA, and it is possible to interpret the “multilateral" PSA, as the one in which another
party-investor can enter into, along with the License-Holder during the PSA Conversion.
In practice GOU seems to support this interpretation. In this case the PSA will be
2
concluded on one side by the License-Holder and another party-investor, and on the
other side by the GOU. PSA Amendments Law further adds that in such a case, after
“multilateral" PSA is concluded, a new Subsoil License will be issued in the name of all
investor-parties to the PSA.
2. Waiver of Sovereign Immunity by the State
The PSA Amendments Law restores the provision on waiver of sovereign immunity by
the State, which was stipulated in the original PSA Law, but later invalidated by the
Constitutional Court. This time, the PSA Amendments Law makes such a waiver a
right, but not an obligation by the State. In any case this is a major improvement in
terms of strengthening international protection mechanisms available to the investors.
3. Separating PSAs from the PPP Law
The Public Private Partnership (“PPP”) Law was adopted much later than the PSA Law
and listed PSAs as a type of PPP, which carried multiple risks for PSAs because of
conflicting rules in the PPP Law and in the PSA Law. The PSA Amendments Law
separates PSAs from the PPP Law, removing these risks.
4. Adding Unconventional Hydrocarbons
The PSA Amendments Law added Unconventional Hydrocarbons to the list of natural
resources eligible for PSAs. Furthermore, it distances PSAs made specifically for
Unconventional Hydrocarbons from regular requirements, and makes sure that the
parties can provide a special regime for them in the PSA itself. Thus, PSA Amendments
Law allows to establish in an individual PSA specific provisions applicable to
Unconventional Hydrocarbons, which may differ from the legislation applicable to
conventionals, and which will prevail in case of a conflict.
5. Strengthening Regulatory Obligations of the State to the Investor
The PSA Amendments Law reinforces the obligation of the State to issue a Subsoil
License and various other regulatory approvals to the PSA investor(s) and expands this
obligation to subcontractors, suppliers and other counterparties of the PSA investor(s).
6. More Flexibility for the Investors in the Multilateral PSA
The right of the investors in the PSA to change the shape (geographical coordinates) of
the Subsoil Area subject to the PSA is reinforced, and no changes to the PSA itself are
needed in this case.
7. Clarifying and Strengthening the Role of the Operator
The role of the Operator under the PSA is clarifies and strengthened, allowing the
Operator to make independent decisions with regards to day-to-day operations under
the PSA.
3
8. More Flexibility for the Investors in the Multilateral PSA
The PSA Amendments Law grants more flexibility to investors in a multilateral PSA to
re-arrange their relations (for example, change their stakes in the shared production).
9. Automatic Granting of a Subsoil License under the PSA
The obligation of the State to grant a Subsoil License to the investors on the basis of the
PSA is reinforced and clarified, adding that no Licensing Agreement is needed.
10. Clarifications as to Cost-Recovery
The PSA Amendments Law attempts to clarify investor’s expenses subject to costrecovery. In particular, it clearly states that expenses incurred before the PSA is signed
are not subject to cost-recovery, but then adds “unless otherwise stipulated by the
agreement”. We assume therefore that this rule can be avoided and pre-PSA expenses
can in fact be included into cost-recovery in an individual PSA.
11. GOU needs to Apply to Courts for Early Termination of a PSA
The PSA Amendments Law requires GOU to apply to courts (or other dispute resolution
forum, meaning international arbitration) in case GOU discovers substantive violations
by the investor and wishes to terminate the PSA.
12. PSAs Exempt from Gas Export Restrictions
By introducing amendments to the Law “On Conditions for Functioning of the Natural
Gas Market” the PSA Amendments Law exempts PSAs from the gas export restrictions
and price controls.
13. PSAs Exempt from Various Currency Control Restrictions
By introducing amendments to currency regime legislation, the PSA Amendments Law
exempts PSAs from various currency control restrictions.
Disclaimer
The content of this Legal Alert is not legal advice, but a general informational summary of the
law. Resource to qualified legal counsel is always required for legal advice. Failure to make
timely inquiries of legal counsel may cause important legal deadlines to be missed.
Legal Alert – 31 August 2012
NEW PSA LAW AMENDMENTS BILL
On 30 August a new Bill #11119 was registered with the
Verkhovna Rada (Parliament) of Ukraine, introducing a
number of important amendments into the PSA Law and a
few other laws, in particular with regards to the conversion of
the existing Subsoil Licenses into production sharing
agreements (“PSA”).
Olimpiysky Center
72, Velyka Vasylkivska
Street Suite 14, Kiev
03150
Ukraine
Phone: [380] (44) 207The Bill accumulates a long list of various amendments 1060
proposed in the past few years by the investment and legal Fax: [380](44) 207-1064
community, including by our firm, as well as amendments
needed for the Government of Ukraine (“GOU”) to move 4056 Mansion Dr., N.W.
forward on the two PSAs currently under negotiations Washington, D.C. 20007
(Olesska and Yuzivska). The Bill requires a thorough USA
analysis, but some of the most important highlights are listed Phone: [1] (202) 338below:
1182
Fax: [1] (202) 338-4237
1. Conversion of the existing Subsoil License into a PSA
According to the existing PSA Law, a conversion of the existing Subsoil License into a
PSA is possible without a tender, but there is no procedure provided, and the possibility
for such a conversion is expressly allowed only for the holders of Subsoil Licenses
(“License-Holder”), which in most cases are Ukrainian State-owned or private
companies. There is no mention of a possibility to bring an investor into the conversion
and make the investor a party to the PSA together with the License-Holder. There is a
far-fetched opportunity for interpretation of this provision in favor of allowing an investor
to participate in the conversion because of stipulation that the License-Holder can
conclude a bilateral (i.e. the License-Holder and the GOU) or a "multilateral" PSA. It is
possible to interpret the “multilateral" PSA, as the one in which another party-investor
can enter into, along with the License-Holder. In this case the PSA will be concluded on
one side by the License-Holder and another party-investor and on the other side by the
GOU.
The Bill, unfortunately, stopped short of expressly legitimizing participation of an
investor in the conversion and does not expressly allow an investor to become a party
to the PSA. At the same time the Bill appears to support our “multilateral" PSA
interpretation, mentioning it several times, and adding that in such a case, after
“multilateral" PSA is concluded, a new Subsoil License will be issued in the name of all
parties to the PSA.
We assume that the investment and legal community will be able to propose comments
to the Bill, including a provision that would directly allow an investor to participate in the
conversion and become a party to the PSA along with the License-Holder.
2
Finally the Bill prescribes a very general and brief conversion procedure, requiring that
the conversion application to the GOU is accompanied by the proposals of the PSA
Interagency Commission and specifying some procedural deadlines.
2. Waiver of Sovereign Immunity
The Bill proposes to restore the provision on waiver of sovereign immunity by the State
in the PSA Law, which was stipulated in the original PSA Law, but later invalidated by
the Constitutional Court. This time, the Bill proposes to make such a waiver a right, but
not an obligation by the State. In any case this is a major improvement in terms of
strengthening international protection mechanisms available to the investor.
3. Separating PSAs from the PPP Law
The Public Private Partnership (“PPP”) Law was adopted much later than the PSA Law
and listed PSAs as a type of PPP, which carried multiple risks for PSAs because of
conflicting rules in the PPP Law and in the PSA Law. The Bill separates PSAs from the
PPP Law, removing these risks.
4. The PSA Taxation Amendments Bill
In addition to the above Bill #11119, another Bill #11120 was introduced on the same
date stipulating a number of PSA taxation amendments.
Disclaimer
The content of this Legal Alert is not legal advice, but a general informational summary of the
law. Resource to qualified legal counsel is always required for legal advice. Failure to make
timely inquiries of legal counsel may cause important legal deadlines to be missed.
