FEOC Rules and Energy Projects: Risk Allocation, Compliance & Contracting Strategies

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.

John Zhang focuses his practice on US and international tax matters, with an emphasis on the healthcare and energy sectors. He advises institutional investors, strategic buyers, and fund sponsors on the tax aspects of mergers and acquisitions, divestitures, buyouts, recapitalizations, and joint venture formations.

In his energy practice, John leverages his strong foundation in the tax aspects of complex domestic and cross-border restructuring transactions involving partnerships and corporations to advise project sponsors, investors, and developers on the tax structuring of renewable energy transactions, including those involving the investment tax credit, production tax credit, and emerging technologies eligible under the Inflation Reduction Act of 2022. His work spans solar, wind, battery storage, renewable fuels, and carbon capture projects, with experience navigating the complex tax equity structures and partnership arrangements that underlie these transactions.

His dual background as a licensed Chartered Professional Accountant in Canada and former income tax auditor with the Canada Revenue Agency’s complex transactions team allows him to provide practical, risk-sensitive guidance on various transactional tax issues.

While earning his law degree, John served as a judicial extern for Judge Emin Toro of the US Tax Court and as an associate of The George Washington Law Review.