Energy & Natural Resources

Hart David Carson LLP advises developers, sponsors, operators, investors, and offtakers across the sector, in conventional and renewable power, oil and gas, mining and metals, and the transition technologies that sit between them, such as battery storage, hydrogen, and carbon projects. Because the same legal questions of structure, finance, regulation, and risk allocation recur across these subsectors, we approach the work by problem rather than by fuel type.

Financial close is a list of conditions precedent, and most of our development-stage work is making sure each one can be ticked on the day. That means the land and interconnection agreements executed, permits issued or on a known timetable, and the offtake, EPC and supply contracts signed in forms the lenders have already reviewed. We draft the direct agreements that give lenders step-in rights, run the conditions-precedent checklist with the arranger's counsel and keep the project company's constitutional documents clean enough for an equity pledge. When a condition cannot be met on the day, we negotiate the waiver or the conditions-subsequent mechanism that lets funds flow anyway.

Three regimes usually matter at once. FERC governs interconnection and wholesale sales, so a generator selling into an organized market needs market-based rate authority before it sells a megawatt-hour. The state public utility commission governs siting in many states and retail arrangements in all of them, and a certificate of need or siting permit is often the longest pole in the schedule. Federal environmental review under NEPA now runs on statutory deadlines of two years for an impact statement and one for an assessment. Layered over those are tariffs on imported modules and cells and the domestic-content tests on tax credits, which change with each trade action. We map the regimes at the outset and sequence the approvals against the offtake deadline.

Because the holding structure decides which investment treaty protects the asset and where an award can be enforced. A project held through a jurisdiction with an investment treaty in force with the host state can take an expropriation or fair-treatment claim to arbitration; one held directly from a country without a treaty cannot. Enforcement follows the same logic: an award under the New York Convention can be collected in more than 170 countries, while a local court judgment often cannot leave the country that issued it. Currency convertibility, political-risk insurance and the governing law of the offtake contract are decided in the same early window. We coordinate those choices with locally admitted counsel in markets such as the United Kingdom, Canada and the United Arab Emirates, and the structure is set before the capital is committed.

It changes the contracts and the revenue line. A storage project is paid for availability under a tolling or capacity agreement rather than for energy delivered, so the performance guarantees and degradation schedules carry the risk a PPA's price mechanics used to. Hydrogen and carbon capture projects are priced off federal tax credits with conditions, including prevailing-wage and apprenticeship rules, that are tested years after construction, and the credits themselves can be sold to an unrelated buyer for cash, which has produced a market with its own diligence standards. Critical-minerals projects add offtake with a sovereign dimension and content rules that follow the mineral into the finished product. The conventional fleet still has to be financed and run through all of it, and the discipline of allocating construction, supply and price risk cleanly is what carries over.

Most energy disputes are won or lost on notice. An EPC contract gives the contractor a fixed number of days to notify a delay event and claim an extension, and a claim that misses the window is usually barred however good its merits, so owners defend on the time bar before they defend on the facts. Offtake disputes turn on the definition of force majeure and on whether curtailment was the buyer's risk or the seller's. Joint-venture disputes among sponsors turn on the deadlock and buy-sell provisions nobody expected to use. Our litigation and special-situations lawyers run these matters, and because the partners who built the deal are in the room, the dispute strategy starts from what the documents were designed to do rather than from a fresh reading of them.