About

Carney Badley Spellman energy attorneys provide legal services across the U.S. and internationally to energy developers, design firms, lenders, investors, project owners, independent power producers and manufacturers, contractors and land owners. Our goal is to work with our innovative clients on IP development and exploration, capitalization, energy development, storage, management and transmission to end-user retail customers. Our attorneys work on projects fueled by renewable energy such as wind energy, solar energy, geothermal energy, and ocean wave and tidal energy.

Carney Badley Spellman attorneys help our clients with start-up corporate documents, financing, tax structures as well as project development phases including leasing and berthing agreements, the initial site and feasibility studies, drafting construction and design documents, negotiating many types of contracts and leases, procurement, real estate, permits, licenses and regulatory matters. Our attorneys develop strategies to minimize client risks and counsel clients on daily operations. They guide them through due diligence on mergers, acquisitions, capitalization, venture partnerships and sales of businesses. Our attorneys also litigate complex energy and construction related disputes when necessary.

Business Experience

Our business experience includes:

  • Forming corporate entities: business planning, forming business structures (corporations, LLCs, LPs, LLPs, family limited partnerships, non-profits), drafting articles, bylaws, operating agreements and resolutions, UCC filings
  • Capitalization: (venture capital, angel funding, private equity financing), finance and investments, loan structuring, drafting and negotiating finance agreements and equity commitments and investments, drafting venture capital finance agreements, debt financing, commercial lending and collection, banking agreements, collateral analysis, security agreements, leasing, sale-and-license back of intellectual properties
  • Intellectual property: ownership vesting, licensing, sale, collateralization, contribution to equity
  • Business counseling for operations: counseling boards, risk management, business governance, negotiating contracts for operations and management of assets after completion of projects
  • Federal, state and local tax counseling: audits, appeals, purchase and sale transactions
  • Employment law counseling: workforce planning, on-the-job standards, discrimination and harassment, performance management, employment separations, workplace investigations, training and conflict resolution
  • Executive compensation, partnership agreements: restricted stock, stock options, incentives or bonuses, tax planning, post-closing issues, purchase price adjustments, earn-outs and indemnification matters
  • Tax credits and subsidies

Transactional Experience

Carney Badley Spellman attorneys represent clients in commercial transactions involved in building, buying, selling and operating energy facilities. Our transactional experience includes:

  • Mergers: analysis of proposed transactions, tax structuring, capital structure, formation and financing of acquiring entities, drafting joint venture agreements, drafting and negotiating letters of intent, due diligence review and response, drafting and negotiating acquisition documents, debt- and equity-financing documents
  • Project acquisitions and disposals of development assets and projects
  • Joint ventures for single projects or long-term relationships: analyze tax advantages, pre-empting competition, investigate efficiency in the market place, outsourcing and market diversification, counsel on corporate cultures, analyzing financial strength of parties
  • Project and entity financing

Project Development Experience

Carney Badley Spellman energy attorneys provide services on the many phases of each project including the initial concept, government and regulatory issues, business structuring and operations, finance, negotiating contacts, and through engineering and construction. Our energy project development experience includes:

  • Feasibility studies, site assessments and applications
  • Policy analysis at federal, state, and local levels as it relates to energy projects
  • Compliance with state and federal regulatory requirements
  • Assessment of leased property value
  • Preparing land option and land lease agreements for energy projects
  • Negotiating transmission and interconnection agreements with local utilities
  • Negotiating power purchase agreements (PPAs), operations and maintenance (O&M) agreements, energy performance contracts (EPCs) and transmission interconnection agreements to the grid
  • Financial agreements and models
  • Drafting and negotiating financial term sheet
  • Drafting construction contracts, design front and engineering and design (FEED) contracts, procurement documents, contracts for retrofitting existing mechanical systems for better energy efficiency, LNG conversions
  • Applications and assistance with tax credits and federal, state and local incentive programs
  • Applying for state and federal pre-grant and grant applications, independent accountant certification
  • Renewable energy credit purchase agreements
  • Acquiring options
  • Drafting and negotiating land rights agreements, land lease agreements, zoning, easements
  • Real estate development
  • Compliance with federal, state and local efficiency standards for commercial green buildings, LEED certification
  • Safe harbor compliance testing

Types of Projects

Types of projects include:

  • Onshore and offshore wind power (fixed foundation and floating platforms)
  • Large electrical transmission and local distribution systems
  • LNG conversion projects
  • District energy systems
  • New construction for biomass methane waste management projects
  • Oil refineries
  • Shipyard and offshore construction of floating, fixed and self-propelled platforms
  • Small and large hydroelectric projects
  • Wind turbines—both onshore and offshore

Litigation

Carney Badley Spellman attorneys litigate complex disputes that can’t be resolved through dispute resolution or mediation. We work closely with our clients to understand the nature of the dispute(s), manage their multi-project litigation matters, review their expectations and counsel them on the most cost-effective means of reaching settlement. When needed, we defend clients with legal challenges in state and federal courts, administrative courts and appellate courts.

Carney Badley Spellman is a Seattle Washington law firm that offers legal services to a diverse clientele in the U.S. and internationally. Clients range from startups to closely-held businesses to Fortune 500 companies. Our services include business, transactions, project development and litigation in the energy industry.

Download our Energy Law practice brochure here.

Energy Attorneys

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