McDermott Will & Schulte, a global law firm

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.

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.

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.

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.

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

As companies, investors, and governments face increasing pressure to reduce emissions and meet evolving sustainability goals, we advise clients on decarbonization strategies across the energy, industrial, infrastructure, and financial sectors. The firm counsels developers, sponsors, private equity funds, lenders, and corporate stakeholders on transactions and projects involving renewable energy, carbon capture, hydrogen, sustainable fuels, energy storage, and other energy transition technologies. McDermott’s multidisciplinary team integrates regulatory, project finance, tax, M&A, environmental, and commercial capabilities to help clients navigate changing policy frameworks, Inflation Reduction Act incentives, ESG considerations, and complex commercial arrangements supporting long-term decarbonization and climate-focused investment strategies.

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 also provide guidance when 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 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.

Our team draws on experience with energy companies, financial institutions, public utilities, power marketers, wind power companies, commodity traders and dealers, and hedge funds to assist you on a full range of energy trading, contracting, tax and derivatives matters. You benefit from our familiarity with negotiating purchase and sale agreements for physical energy products and derivatives, including ISDAs, EEIs, NAESBs, brokerage agreements, and customized structured transactions, and our lawyers also have extensive experience regarding corporate PPAs and shaped delivery agreements. We can help you establish and control trading and hedging operations for power, natural gas, oil and oil products, coal, weather derivatives, emissions allowances and energy credits. Beyond the initial project scope, we provide advice for preparing appropriate legal, regulatory and tax compliance policies and procedures, including tax hedge and trading policies, risk management procedures, and guidance for senior management and directors as to their obligations.

As energy markets accelerate toward greater grid reliability, renewable integration, and energy transition investment, we advise developers, sponsors, lenders, investors, and energy companies on the full lifecycle of energy storage projects. The firm supports clients on battery storage development, project finance, tax equity and tax credit monetization, M&A, regulatory compliance, and commercial transactions involving standalone and hybrid storage assets. McDermott’s multidisciplinary Energy & Project Finance team regularly counsels clients on navigating evolving market structures, Inflation Reduction Act incentives, interconnection and permitting issues, and complex financing arrangements that support utility-scale and distributed energy storage projects across the United States and internationally.

As environmental regulation, climate policy, and sustainability expectations continue to reshape the business landscape, we advise clients on complex environmental matters across corporate transactions, project development, regulatory compliance, enforcement, and risk management. The firm represents companies, private equity sponsors, developers, investors, and infrastructure stakeholders in matters involving air emissions, water quality, hazardous substances, site remediation, climate and ESG considerations, and environmental permitting. McDermott’s multidisciplinary team works closely with its M&A, energy, infrastructure, and real estate practices to help clients assess environmental risk, conduct diligence, allocate liabilities, and navigate evolving federal, state, and international regulatory frameworks tied to strategic transactions and large-scale projects.

As global energy markets continue to evolve amid rising demand for renewable power, energy security, and long-term price stability, our firm advises clients on the negotiation, structuring, and execution of sophisticated offtake agreements across the energy, infrastructure, and commodities sectors. The firm represents developers, sponsors, utilities, lenders, corporate buyers, and investors in long-term power purchase agreements (PPAs), renewable energy supply arrangements, hydrogen and LNG offtake contracts, and other revenue-supporting commercial agreements tied to project development and financing. McDermott’s multidisciplinary team integrates commercial, regulatory, finance, tax, and M&A capabilities to help clients allocate risk, secure project bankability, and navigate rapidly changing market and regulatory conditions.

Today’s renewable energy market is rapidly evolving. Recent changes in access to funding for projects, advances in technology, updates to tax credits and shifts in global markets have led to an industry that has become increasingly complex.

More than ever, you need a trusted renewable energy advisor by your side to help navigate complex legal challenges and to unlock business opportunities to power your business.

That’s where we come in. The firm advises industry-leading clients on some of the largest, highest-profile and most complex renewable energy project financing transactions around the globe.

Our lawyers are globally recognized leaders in the industry and have pioneered novel approaches to first-in-jurisdiction and first-of-their-kind complex projects across the full range of alternative power sources, including wind, solar, geothermal, hydroelectric, fuel cell biomass and biofuel. Because of their experience, they have also been called upon to structure and lead many of the renewable energy industry’s largest merger and acquisition transactions.

Our 40+ lawyer renewable energy team is routinely selected by global market leaders to create innovative structures, to mitigate risk and to create business opportunities in a complex and dynamic energy sector. We represent leading project sponsors and developers, private equity funds, tax equity investors, financial institutions, independent power producers, regulated utilities, corporate power purchasers and equipment manufacturers along the entire arc of project development, construction, operation, finance and acquisition.

We possess the depth and breadth of experience to add meaningful value at each stage of a project, including subject matter proficiency in corporate, tax, regulatory, environmental, intellectual property, resilience, risk mitigation, and operational matters for global market participants, across a wide range of industries and renewable energy technologies.

The firm is a world leader in the development, construction, financing and acquisition of renewable energy projects because our lawyers are market leaders who are steeped in the industry and who can channel their extensive experience into innovative solutions. Our global project finance team includes the former president of the American Wind Energy Association, an industry-leading renewable energy tax advisor, a former GC within one of the largest electrical utility companies in the US, and former US diplomat and advisor to the White House, State Department and US Trade Representative.

We are uniquely qualified to help you navigate all aspects of renewable project financing and development, including:

• Portfolio company merger and acquisition agreements
• Joint venture and development agreements
• Purchase and sale agreements
• Tax Equity Financings
• Development, bridge, construction and term debt project financings
• Power purchase agreements
• Equity investment agreements
• EPC contracts and other design-build contracts
• Energy hedging arrangements
• Operation and maintenance agreements and other long-term services contracts
• Federal and state tax structuring, and emerging tax issues
• Federal and state environmental matters, including land use and permitting
• Lobbying and policy formation
• Real estate advice and counsel
• Federal and state regulatory expertise

As demand for renewable energy continues to grow amid evolving energy transition policies, corporate sustainability initiatives, and increased infrastructure investment, we advise clients across the solar sector on the development, financing, acquisition, disposition, and operation of solar energy projects. The firm represents developers, sponsors, lenders, tax equity investors, utilities, and infrastructure funds in project finance transactions, M&A, joint ventures, tax credit monetization, and regulatory matters involving utility-scale, distributed generation, and hybrid solar-plus-storage assets. McDermott’s multidisciplinary Energy & Project Finance team helps clients navigate changing market conditions, Inflation Reduction Act incentives, permitting and interconnection issues, and complex commercial arrangements across domestic and cross-border renewable energy transactions.