ADMINISTRATIVE AND REGULATORY

Souto Correa has experience in handling advisory and litigation matters of both general administrative law (procurement and public contracts, concession of public services, expropriations) and regulation of specific sectors of the economy, such as electricity, natural gas, mining, sanitation, civil aviation and land and water transport.

The team has outstanding performance in the electricity, oil and natural gas sectors.  The professionals join solid legal background with highly specialized technical expertise in the energy sector, which allows thorough understanding of market design, value chain and risk allocation of the sectors they serve by offering innovative solutions in the advisory, administrative and litigation spheres.

The team serves energy companies in different phases and aspects of their projects:

I) consultancy in sector regulation for decision making and risk mitigation;

II) structuring of energy generation projects;

III) advice on participation in auctions;

IV) Mergers and acquisitions;

V) Due diligence;

VI) Administrative representation before ANEEL, ANP, MME, EPE and CCEE;

VII) Litigation specialization.

 

Recent representations

Energy Department

■ Advice on structuring power generation projects (solar, wind, biomass, gas, and coal);
■ Representation of clients before ANEEL, CCEE and MME in several regulatory claims;
■ Acting in the process of transferring the location and assigning ownership of a natural gas thermoelectric plant within the scope of ANEEL, by presenting a Concession Transfer Plan;
■ Coordination of activities and representation before ANEEL and MME in the process of transferring (submarket) location of a 50 MW eucalyptus biomass project which won the New Energy Auction;
■ Due diligence coordination for the purchase of 2 natural gas thermoelectric projects in the State of Espírito Santo;
■ Coordination and representation before MME of thermoelectric power plant fuel replacement process (from oil to natural gas);
■ Drafting of legal-regulatory opinion on thermoelectric fuel replacement to subsidize the participation of the the generation agent in the New Energy Auction;
■ Drafting of legal opinion and presentation on obligation of power supply by availability and collateral in Power Purchase Agreements by availability;
■ Drafting of an Eucalyptus Biomass Purchase and Sale Agreement for a thermoelectric plant;
■ Drafting of free market PPA for a wind power generation project;
■ Coordination of qualifications in New and Reserve Energy Auctions;
■ Drafting contracts for the feasibility of a pioneer structure for power self-generation in Brazil, involving natural gas thermoelectric generation;
■ Representation of a client before ANEEL in an appeal against a decision that disqualified the winning consortium of an energy auction for the installation of a solar power plant (decision reversed by the Agency Board);
■ Drafting of administrative request to ANEEL regarding recalculation of quadrennial power generation balance of wind power plant (request accepted by ANEEL);
■ Drafting of Legal Opinion for isolated system power generator to obtain subrogation of Fuel Consumption Account;
■ Representation before administrative authorities and courts to avoid penalties for failure to generate power from biomass;
■ Regulatory advice to a participant of four lots in ANEEL’s Transmission Auction, including mapping legal and regulatory risks of the lot to inform financial modeling for the bidding process;
■ Legal and regulatory advice to the economic group in the transmission segment on reviewing tariffs of four (4) transmission companies;
■ Legal opinion on indemnification for transmission assets not amortized or depreciated at the end of the concession period of utility concessionaires;
■ Coordination of regulatory due diligence in process of acquisition (privatization) of electricity distributor;
■ Legal and regulatory advice to energy distributors in the process of periodic tariff review;
■ Appeal against a decision defining the Regulatory Tariff Calculation for a large distributor;
■ Drafting of Legal Opinion to the distributor association on the application of Legal Person Income Revenue rates to calculate WACC;
■ Drafting of Legal Opinion to the distributor association on the X Factor proposed by ANEEL;
■ Administrative representation of a distribution group in the consent process prior to the transfer of company ownership;
■ Drafting of Legal Opinion on PIS/COFINS tax levied in the electricity distribution segment;
■ Acting as amicus curiae before the State Courts, the Superior Courts and the Federal Supreme Court on behalf of an association of electricity distributors in lawsuits that impact the energy sector;
■ Representation of electricity distributors in lawsuits seeking tariff review;
■ Representation of a large association of electricity consumers in a lawsuit against a decision issued by the Ministry of Mines and Energy.

Petroleum and Natural Gas

■ Drafting and advice on agreements used in the oil and gas industry (Joint Operating Agreements, Gas Sales Agreements, Fuel Supply Agreement, Gas Transport Service Agreement);
■ Regulatory advice at different stages of the oil and natural gas industry (upstream, midstream and downstream);
■ Advice on the legal framework applicable to carbon capture and storage;
■ Legal advice on compliance with local obligations;
■ Legal advice regarding the legal framework applicable to the exploitation of unconventional resources in Brazil;
■ Advice on structuring sales projects of gas and liquids;
■ Relative regulatory advice;
■ Structuring of a gas import project;
■ Advice on regulation of third-party access to infrastructure in the oil and natural gas sector;
■ Regulatory advice on the regulation of petroleum derivatives downstream;
■ Advice for obtaining authorizations from ANP and MME;
■ Advice on natural gas pricing rules for thermoelectric generation in Brazil;
■ Advice on pricing structure in compressed gas purchase and sale agreement;
■ Advice on risk analysis for different natural gas distribution arrangements (pipeline, water, land and inland waterway).