Emerging Tax Controversy Issues in the Energy Credit Space

Heather Cooper focuses her practice almost exclusively on federal income tax issues within the renewable and transitional energy industry. She has substantial experience advising clients on federal energy tax credits, including the investment tax credits (Sections 48 and 48E) and production tax credits (Sections 45 and 45Y). Additionally, Heather’s real-time analysis, webinars and client updates on the One Big Beautiful Bill Act of 2025 (OBBBA) have made her a go-to authority in the post-OBBBA world.

Her breadth of experience spans many technologies and tax incentives, including solar and wind (Sections 45, 48, 45Y and 48E), storage, fuel cell, hydrogen (Sections 48 and 45V), biomass, offshore, refined coal, hydro, waste, biogas, nuclear (Section 45U), renewable natural gas (Sections 48 and 45Z), manufacturing (Sections 45X and 48C), carbon sequestration (Section 45Q) and electric vehicles (Sections 30B, 30C, 30D, 45W and 48C).

Heather advises clients on all structures available for monetizing energy tax credits, including tax equity partnerships (flips, inverted leases and leasebacks), self-monetization and portfolio structures. In January 2023, she worked on two of the first-ever successful credit transfer transactions (Section 6418) and continues to provide significant support to clients conducting credit transfers, including in connection with tax equity partnerships. She also advises clients on direct pay provisions (Section 6417). Heather’s energy tax practice includes mergers, acquisitions, financings, sales, dispositions, restructurings, workouts and other general tax advice (including corporate, consolidated and partnership taxation). She negotiates power purchase agreements, EPCs, supply agreements, leases, service contracts, contracts for difference, swaps, hedges and other offtake agreements to ensure compliance with the tax credit rules.

Heather is deeply knowledgeable on tax credit bonuses, including domestic content, energy community and low-income adders, and has advised innumerable clients on the monetization of these incentives. She also provides significant support to clients who are establishing prevailing wage and apprentice programs in connection with the credits. She regularly counsels clients on begin construction rules (including the physical work test and the 5% safe harbor, as well as continuous efforts), and fair market valuation issues. Since 2025, Heather has devoted much of her practice to new rules regarding foreign entities of concern, prohibited foreign entities, effective control restrictions and material assistance requirements, as well as tax credit repeals.

Her clients include a wide range of stakeholders in the energy sector, including developers, investors, financial institutions, utilities, independent power producers and insurance companies. The projects she works on range from residential, distributed, commercial and industrial to community solar and utility. She also counsels clients with no previous experience in the renewables sector with respect to their purchase of tax credits under section 6418. Heather works regularly across from the Internal Revenue Service (IRS) on ruling requests, taxpayer comments and other tax controversies relating to energy tax issues.

Heather is a highly experienced tax lawyer who understands the business needs of the industry. Her clients turn to her because she looks for solutions rather than problems. Her philosophy is to facilitate energy transactions by efficiently responding to each client’s individual needs, and she understands that tax planning should support a deal, not impede it.

Christopher (Chris) Gladbach is the global co-head of the firm’s Energy & Project Finance Group. He counsels clients on energy mergers and acquisitions (M&A), project development, tax equity, private credit, and project finance transactions.

Chris works with energy clients in structuring complex equity and debt investments. He advises both buyers and sellers in the power sector on M&A, joint ventures, and the development of large-scale energy projects.

Chris leads a task force focused on private credit lending to energy platforms and portfolios. He represents market-leading private credit funds, private equity funds, and institutional investors in portfolio and platform lending and equity transactions and understands the unique challenges and opportunities these clients face.

Chris is recognized nationally for his work in the energy sector. He frequently speaks and writes on topics related to M&A, private equity, and institutional investments in power assets.

Shawn O’Brien is nationally recognized by his peers and clients as a leading tax practitioner with a focus on tax litigation and controversies involving state, federal and international tax authorities. Drawing on his 25 years of experience, Shawn represents clients in tax examinations and administrative appeals and, when necessary, serves as a forceful advocate in litigation before the US Tax Court, US district courts, the US Court of Federal Claims, state courts and federal appellate courts. Shawn is the managing partner for the firm’s Houston office.

Clients interviewed in the Chambers USA Legal Guide 2024 shared that Shawn is “a trusted adviser and his level of service is superb” and he “has been a good strategic tax partner for our company,” particularly noting his “in-depth knowledge of our industry.”

Shawn’s experience spans a broad range of tax issues that affect many different industries, including energy, renewables, financial services, life sciences, manufacturing, media and entertainment, technology and aviation. He advises domestic, foreign and multinational corporations, partnerships, master limited partnerships, real estate investment trusts and limited liability companies on tax issues in connection with foreign and domestic transactions.

He also counsels clients in disputes involving transfer pricing, debt versus equity, loss carrybacks, international withholdings, advance pricing agreements, tax shelter disallowances, research and development tax credits, changes in accounting methods, captive insurance, related-party transactions, repatriation structures, inbound distributors, foreign credit transactions and penalty abatements. Shawn has also developed a market-leading federal and state excise tax practice that advises some of the largest corporations on excise tax planning and controversies.