Companies in the power and utilities sector operate in a complex environment. Not only are they subject to expansive regulation at the federal, state and local level, but they need to be responsive to stakeholders’ concerns regarding public interest, including with respect to cleaner energy production, increased demand for more renewable resources and shifting climate change policies. They also need access to capital to address the ever-increasing investments necessary to meet operational, regulatory and stakeholder requirements. M&A transactions in this sector are often carefully structured to address the foregoing factors, and against this backdrop, our highly experienced team helps clients understand and navigate the issues that frequently arise in these transactions.
Our team’s experience allows us to work closely with our clients’ deal teams on all phases of the transaction, including bidding strategies, transaction structures, due diligence, environmental, regulatory and tax concerns and transaction execution. We are also well-positioned to advise on the numerous legal issues that may arise in these types of transactions as our M&A lawyers leverage the substantial experience of their colleagues across the firm, such as those in regulatory, tax, employee benefits, labor, environmental, real estate, finance, intellectual property, technology, competition and antitrust, in our full complement of transaction practices.
From our offices around the world, we advise a broad array of market participants in this sector, including infrastructure funds, private equity funds, utilities, independent power producers, project developers and lenders, on all types of M&A transactions, from acquisitions and dispositions to joint ventures, restructurings and both majority and minority equity investments.
Our M&A capabilities span the full power and utility spectrum, including transactions involving:
Electric, gas and water utilities
Electric transmission assets
Conventional generation (single asset and portfolio interests), including coal, contracted and merchant, and jointly owned generation assets
Renewable generation, including wind, solar, storage and hydro
Retail energy providers and marketing businesses
District energy systems and co-generation assets
Commodities trading houses.
Our broader energy practice complements our power and utility M&A work. We leverage our skill and experience in related practices, such as renewable energy, project finance and development and commodities and trading, to support our review of the underlying commercial arrangements that are at the core of many M&A transactions. We also draw on a combination of business, regulatory and legal knowledge gleaned from prior work in government and private sector roles to advise on the tax, regulatory, finance and environmental laws associated with the operation of these businesses and facilities.
Related Practice Areas
We have significant experience representing clients in M&A transactions that involve retail energy providers and have the background to advise on any concerns that arise in other transactions within this sector. Because of the nature of these businesses, issues relating to working capital, hedging and regulatory matters often surface and can be key from a valuation perspective. Our experience with these issues allows us to help clients successfully navigate these transactions.
Regulatory
Our highly skilled legal counsel can help you overcome complex regulatory challenges, secure waivers and approvals, advocate for more favorable market rules and take advantage of programs and initiatives that support your strategic goals. Our Chambers-ranked energy regulatory, markets & reliability team is known as a go-to practice for independent power producers and works extensively with power marketers, renewables developers, natural gas utilities and other energy industry participants. We make it our priority to help you achieve your goals and minimize risk by ensuring compliance with the regulations and requirements that arise from these and related laws.
Tax and Tax Equity
We are a leading firm for tax equity financings and a large part of our practice is comprised of tax equity and other financing structures. We also have a team of tax lawyers who focus exclusively on energy matters. We have extensive experience advising sponsors and investors on tax equity structures, including all types of technologies, and utilizing partnership flip structures, leverage leasing, single-investor leases and inverted leases. Our experience also spans the spectrum of renewable energy technologies, as well as other energy sources like coal-fired, gas-fired, LNG and nuclear.
Project Development and Offtake
Our lawyers advise on the full range of offtake arrangements with public utilities, power marketers, energy company sponsors, financial institutions, wind companies, commodity traders, and dealers and on hedge trading, contracting, tax and derivatives matters. We have broad experience in all types of offtake structures, including power purchase agreements with utilities and C&I offtakers, insurance-driven contracts (like proxy revenue swaps and other proxy products), revenue puts and shaping and firming agreements.
Multidisciplinary Service
Project Finance
Our lawyers have first-hand experience with the latest innovations for structuring equity and debt capital and mitigating project risks. We handle every stage of an infrastructure project, from the bidding and pre-development stage to project development, financing, ownership, operation and asset management. We can also assist with acquisitions, refurbishment and the repowering of existing infrastructure assets. Additionally, our practice covers the spectrum of financing structures, including traditional project finance, borrowing base credit facilities, sale-leasebacks and other lease structures.
Asset Restructuring
To give you an edge in acquiring troubled energy assets, our energy team collaborates closely with our highly regarded restructuring group, staying ahead of industry trends and financial market signals to help you identify strategic opportunities and avoid business interruptions. We can also provide guidance if you are facing bankruptcy, out-of-court reorganizations or workouts, including the separation/spin-off, acquisition or disposition of distressed assets and operations. We have also pursued the interests of debtors, secured and unsecured creditors, directors, equity holders, operators and other parties in numerous energy-related administrative, bankruptcy and judicial proceedings.
Cross-Border Transactions
Our lawyers advise on negotiated and unsolicited acquisitions in a wide variety of contexts, including competitive auctions, exclusive negotiations, tax-driven transactions and cross-border deals. And after decades of representing a diverse client base that includes publicly listed companies, multinational corporations, privately held and family-owned businesses, private equity, family offices, investment banks and institutional investors, we can quickly identify and anticipate different deal perspectives to ensure the proper M&A strategy is deployed.
Whether you’re working on a deal in the United States or abroad, we can represent your transactional needs globally regardless of jurisdiction. Moreover, we possess deep industry knowledge in key markets, including energy, telecommunications, media and technology, chemicals, aerospace and defense, mining and metals, life sciences, food and beverage
Represented Agera Energy in historic Chapter 11 Case, navigated highly regulated landscape to close complex Section 363 Sale to Exelon Generation
Advised Algonquin Power & Utilities in the acquisition of a 51% interest in four wind farms totaling 845 MW of capacity in Texas from RWE, two of which wind farms were operating and two were under development in Texas. Representation included full diligence on the assets, assistance during competitive bidding process, acquisition documentation, negotiation of LLCA with RWE, and structuring liability sharing issues relating to tax equity and other investors.
Represented Agera Energy, in the sale of a portfolio of its retail electric and natural gas contracts serving residential, commercial and industrial customers in 16 states, to Exelon Generation, pursuant to a Section 363 Sale as part of Agera Energy’s Chapter 11 Case
Advised Argo Infrastructure Partners LLC in its $514 million acquisition of Macquarie Infrastructure Corporation’s Hawaii businesses, which comprise a combined regulated gas utility and unregulated distributor of propane and several smaller businesses, including controlling interests in two solar facilities
Advised Argo Infrastructure Partners LP in its acquisition of a 50% interest in Brookfield Smoky Mountain Holdings LLC from Brookfield Renewable Partners and related affiliates, who will retain a 50% interest in BSMH. BSMH is a holding company for various subsidiaries owning a 378MW portfolio of four hydro-powered electricity generating and storage facilities located in Tennessee and North Carolina, as well as an 85-mile transmission line connecting the hydro-power assets to the Tennessee Valley Authority transmission system.
Advised Argo Infrastructure Partners in the acquisition of interests in Hudson Transmission Partners, LLC the owner of a 660 MW HVDC subsea electric transmission system connecting PJM to NYISO from Ares EIF and Starwood Energy Group Global, LLC
Advised Brookfield Infrastructure in its $4.1 billion sale of its wholly owned North America district energy business, Enwave, through two separate transactions which were entered into simultaneously. Ontario Teachers’ Pension Plan Board and IFM Investors acquired 100% of Enwave’s Canadian business and QIC Limited and Ullico Inc. acquired 100% of Enwave’s U.S. business
Advised Caisse de dépôt et placement du Québec in its investment of up to approximately $593 million in AES US Investments, Inc. and IPALCO Enterprises, Inc., subsidiaries of The AES Corporation and parent companies of Indianapolis Power & Light Company, for an aggregate direct and indirect interest in IPALCO of up to 30%
Advised Duke Energy Corporation in the $2.8 billion sale of its Midwest merchant generation business to a subsidiary of Dynegy Inc., which included ownership interests in 11 power plants with a total capacity of approximately 6,100 MW, as well as Duke’s competitive retail electric and gas business
Advised Great Plains Energy in its proposed cash-stock acquisition of, and its revised stock-for-stock merger of equals transaction with, Westar Energy, that created Evergy, a company with a combined equity value of $14 billion
Advised Talen Energy Corporation in its $1.175 billion acquisition of MACH Gen, LLC, the holding company for a portfolio of natural gas-fired power plants with aggregate capacity of over 2,500 MW
Advised Volunteer Energy Services, Inc., in an asset sale to NRG Energy as part of Volunteer’s Chapter 11 Case
Energy and infrastructure projects sit at the intersection of capital, regulation, operations, and political risk. Our energy law team helps you navigate these pressures so you can deploy capital strategically. We partner with you to structure projects and investments that deliver value under changing market conditions, evolving energy policy, and shifting regulatory demands.
Our energy law team includes more than 70 lawyers worldwide. We help you operate in complex energy markets by integrating regulatory, financing, transactional, tax, and operational capabilities under a single platform. Our lawyers guide you through every stage of your energy and infrastructure project – from origination and financing through acquisition, development, construction, operation, and long-term asset management.
We help investors, developers, lenders, and operators structure and execute critical transactions across global markets. Our energy lawyers advise on mergers and acquisitions, joint ventures, project development, financing, project finance, commodities and trading matters, and strategic investments that span both conventional and renewable energy sectors. Our legal guidance is informed by the commercial realities of how stakeholders work together to finance, develop, optimize, and transition energy assets.
To support value creation and keep your projects moving forward under evolving market conditions, we help you maintain compliance with regulatory frameworks and manage operational and financial exposure. We leverage our global platform to guide you through regulations across jurisdictions while maintaining a consistent commercial and legal strategy.
Our team has deep experience guiding transactions in Africa – a leading market for renewable energy investment and infrastructure development. We help you navigate complex civil and common law requirements in 45 countries across the region, working closely with local partners to manage the geopolitical and operational risks that can impact project success.
With experience in how energy markets operate, we know where energy and infrastructure deals typically encounter friction. We draw on these insights to help you structure and close transactions that comply with regulations and deliver long-term value throughout the life cycle of your project or investment.
Debt & Project Finance
McDermott Will & Schulte’s energy & infrastructure project finance team advises sponsors, investors, lenders, utilities, and private credit providers on the full energy and infrastructure project finance life cycle. With one of the deepest benches across project finance, tax, regulatory, derivatives, and commercial transactions, our team delivers deal-tested insights and practical, financeable solutions that help advance complex and critical projects with certainty and speed.
We support clients across the renewable, transitional, and conventional power markets. Our integrated approach ensures each financing structure is aligned with the commercial, tax, regulatory, and risk considerations that drive today’s energy markets.
A partner across energy transition investments
With one of the industry’s most sophisticated, multidisciplinary energy platforms, McDermott brings together project finance, tax, regulatory, derivatives, mergers and acquisitions, and commercial experience to help clients execute the energy transition with confidence. Our team delivers responsive, practical, and commercially-oriented guidance that anticipates market trends and aligns with your strategic goals.
Energy Regulatory, Markets & Reliability
Federal energy regulations can make or break your electric power and natural gas projects, and even threaten the viability of your business. Skilled, savvy legal counsel can help you overcome complex regulatory challenges, secure waivers and approvals, advocate more favorable market rules and take advantage of programs and initiatives that support your strategic goals.
With strong Federal Energy Regulatory Commission (FERC) and appellate capabilities, our top-ranked energy regulatory, markets and reliability team is known as the go-to practice for independent power producers (IPPs) and other competitive power companies. We work extensively with power marketers, merchant transmission developers, renewables developers, natural gas utilities and other energy industry participants and consistently play leading roles in virtually all of the major FERC proceedings affecting the competitive power sector, including major independent system operator (ISO)/regional transmission organization (RTO) market rules cases. Drawing on our extensive experience and understanding of your industry, we provide you with sophisticated insights and practical guidance on the full range of energy regulatory matters arising under relevant laws.
Those laws include:
Federal Power Act
Public Utility Regulatory Policies Act of 1978
Natural Gas Act
Natural Gas Policy Act of 1978
Public Utility Holding Company Act of 2005
Energy Policy Act of 2005
We make it our priority to help you achieve your goals and minimize risk by ensuring compliance with regulations and requirements arising from these and related laws. We routinely offer counsel on FERC and Department of Energy regulations, ISO/ RTO market rules, reliability requirements of the North American Electric Reliability Corporation (NERC) and its regional entities (including registration and audit issues), generator interconnection, reactive power compensation and other matters.
We proactively identify regulatory issues and assist you in obtaining a range of required FERC approvals and waivers in connection with transactions involving electric power and natural gas assets. We also help you prepare and submit rate filings, including those needed to obtain and maintain FERC authorization to make wholesale power sales at market-based rates, along with cost-based rate filings involving rate schedules for reactive power compensation, shared facilities agreements, reliability must-run agreements and more.
We routinely represent IPPs, trade associations and others in FERC and appellate proceedings relating to ISO/RTO market rules that can be key value drivers for existing and proposed generation projects. While disputes are not a necessary cost of doing business, they are a risk we are equipped to handle on your behalf. We have successfully represented clients in investigations and complex administrative litigation proceedings before FERC, the Commodity Futures Trading Commission (CFTC) and other federal and state regulatory bodies, as well as in related appellate and alternative dispute resolution proceedings. Our team has also pursued actions against ISOs, RTOs and vertically integrated transmission providers on a variety of transmission- and markets-related issues.
From project inception to dispute resolution, our counsel focuses on achieving the objectives of your power and natural gas projects.
Energy Tax & Tax Equity
Whether you are an investor or sponsor exploring an energy-related investment, our market-leading energy tax team can draw on vast experience to advise you on tax strategies that add significant value to your transaction. Our sophisticated understanding of the legal landscape, particularly in wind, solar and storage projects, can help you navigate the process to achieve success.
As tax lawyers who focus exclusively on energy, we understand that tax planning should support your deal, not impede it. We facilitate energy transactions by efficiently responding to your individual needs, and commercial and business clients turn to us because we look for solutions rather than problems.
From development pipeline through commercial operation and beyond, we are well-equipped to advise you on all aspects of energy transactions. Our experience spans the spectrum of renewable energy technologies, as well as other energy sources like coal fired, gas fired, LNG and nuclear, and a large part of our practice is comprised of tax equity and other financing structures—where tax credits are allocated from developers to investors—representing investors, developers and lenders. We also regularly advise on acquisitions, dispositions, restructurings, financings and planning at every stage of energy investments.
With clients including many utility companies, whom we advise on any and all energy tax issues, we have a deep understanding of energy tax matters unique to utilities and have been industry leaders on novel investment structures by utilities in renewable energy projects.
You also benefit from our solid relationships with key energy contacts at the IRS. We can advocate on your behalf for rulings, regulations and other tax guidance to actualize your projects.
As your forward-thinking partners, we make it our priority to help you anticipate changes, remove roadblocks, present actionable solutions and add value at every stage of your energy project.
Our tax team’s extensive experience on energy matters includes:
Structuring tax equity investments, including partnership flips, funds, inverted leases and sale leasebacks
Qualifying for energy tax incentives, like the PTC, ITC and Section 45Q carbon capture credit
Eligibility under “begin construction” tests, including the 5% safe harbor, physical work test and continuous efforts requirements
Tax credits for renewable technologies including wind, solar, storage, carbon capture, refined coal, biomass, hydrogen, fuel cell, offshore wind and waste coal
Commercial and industrial, residential, community and utility scale projects
Fair market valuations, cost segregations and appraisals
Power purchase agreements, hedges, contracts for differences, swaps and similar agreements
Monetizing renewable energy tax credits for individuals, closely held corporations and foreign investors
Application of IRC Section 136
Contributions in aid of construction
State and local energy tax matters, including incentives, exemptions, PILOT agreements and abatements
Section 1603 cash grants
Structuring energy investments with US Department of Energy (DOE) Loan Guarantees
In addition to all of our specific knowledge and experience in the energy space, we are part of one of the oldest and best tax practices in the country, which allows us to tap world-class practitioners to advise on any tax matter imaginable, including partnership, corporate and consolidated, individual, international and tax-exempts.
Digital Infrastructure
As demand for high-performance computing and AI grows, digital infrastructure projects are becoming increasingly complex and capital-intensive. With more than two decades of experience in digital infrastructure law, we help you navigate that complexity by structuring and closing infrastructure transactions that support long-term performance and value.
Our lawyers have structured, negotiated, and closed billions of dollars in technology transactions worldwide. With a client base that spans the digital infrastructure ecosystem – from investors and lenders to developers, operators, hyperscalers, and energy/technology partners – we understand how risk is allocated and what drives deal success.
We guide domestic and cross-border transactions involving transformative technologies, including:
Data centers: Hyperscale, colocation, mining, and edge
Power supply: Renewable and conventional energy
Connectivity: Fiber networks, wireless infrastructure, towers, and satellites
Related hardware and systems
When advising on your critical transactions, our digital infrastructure lawyers draw on deep experience across core disciplines like M&A, energy, real estate, project finance, technology, privacy, AI, and product liability. Success in these deals depends on how these elements work together to drive value and manage risk.
We guide you across the full life cycle of your project – from initial planning and development through financing, construction, operation, and eventual expansion or exit. With a practical understanding of how data centers and digital infrastructure operate, our lawyers help you structure transactions that align both your commercial and technical goals.
In digital infrastructure projects, decisions around power, connectivity, site selection, and financing carry lasting implications. We partner with you to navigate these complexities so you can close high-value deals that are grounded in market realities and built to perform.
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