ENERGY

The team has outstanding performance in the energy and natural resources sectors. The professionals join solid multidisciplinary legal background with highly specialized technical expertise, which allows thorough understanding of market design, value chain and risk allocation of the sectors they serve by offering innovative and tailor-made solutions in all spheres. We serve clients in different phases and aspects of their projects in the energy or natural resources arena:

a) consultancy in sector regulation for decision making and risk mitigation;
b) structuring of energy generation projects;
c) advice on participation in auctions and bid rounds;
d) mergers and acquisitions;
e) due diligences;
f) administrative representation before regulatory agencies and authorities, including ANEEL, ANP, MME, MMA, ONS, EPE, CCEE, ANM, ANTAQ, DPC and SPU;
g) specialized technical litigation and arbitration.

 

Recent cases

Power

■ 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 power 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 on an appeal against decision that disqualified the winning consortium from the auction for a solar power plant (decision reverted by the ANEEL’s Board of Directors).
■ Drafting administrative request to ANEEL on a four-year balance recalculation for wind power generation (request accepted by ANEEL).
■ Drafting legal opinion regarding power generator in isolated system to obtain Fuel Consumption Account (CCC) subrogation.
■ Representation before administrative authorities and courts to avoid penalties for failure to generate energy from biomass.
■ Regulatory advice to bidder in an ANEEL transmission auction, including identifying legal and regulatory risks to substantiate the financial modeling of the bid.
■ Regulatory and legal advice to an economic group in the transmission sector on tariff review of four transmission companies.
■ Legal opinion on payment for transmission assets not amortized or depreciated at the end of the concession term.
■ Coordination of regulatory due diligence in process for acquisition (privatization) of an electricity distributor.
■ Regulatory and legal advice to an electricity distributor on tariff review process.
■ Drafting of appeal against a decision defining the Regulatory Tariff Calculation for a large distributor.
■ Drafting of legal opinion to an association of distributors on the application of Corporate Income Tax (IRPJ) rate to calculate Weight Average Cost of Capital (WACC).
■ Drafting legal opinion to an association of distributors on “X Factor” proposed by ANEEL.
■ Administrative representation of distribution group in an approval process prior to the transfer of corporate control.
■ Drafting legal opinion on application of Social Integration Program (PIS) and Social Security Financing Contribution (COFINS) in the electricity distribution sector.
■ Acting as amicus curiae before State Courts, Superior Court of Justice and Supreme Federal Court on behalf of an association of electricity distributors in lawsuits that impact the energy sector.
■ Representation of electricity distributors pursuing tariff review.
■ Representation of a large association of electricity consumers in a lawsuit against decision of the MME.
■ Structuration of models to enable the power self-generation in the separation of electrical charge.
■ Drafting memorandum on risks of distributed generation in Brazil.
■ Assistance and representation before ANEEL on cases discussing the Declaration of Public Use for transmission lines of restrict interest to photovoltaic projects.
■ Legal advice regarding the execution of performance guarantees in the electric sector and inquiries before the ANEEL.
■ Regulatory analysis of transmission assets in due diligence processes.
■ Assistance and representation of an agent before ANEEL against improper charges related to the use of the transmission system (EUST).
■ Drafting of legal advice on application of TEIF and IP unavailability rates, for purpose of incidence ANEEL’s Resolution n. 614 in cases of extraordinary revision of physical guarantees.
■ Representation of an agent before National Electric Energy Agency regarding the inapplicability of periodic tariff review of the RBNI installment due to lack of contractual provision.
■ Drafting memorandum on the impacts of force majeure on granting instruments and Power Purchase Agreements.
■ Representation of agent before ANEEL on exclusion of liability due to the impacts of COVID-19.

 

Oil, Gas, and Biofuels

■ 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.
■ Structuring of a gas import project.
■ Advice on regulation of third-party access to Coordination of activities and representation infrastructure in the oil and natural gas sector.
■ Regulatory advice on the regulation of petroleum by-products downstream.
■ Advice on obtaining authorizations from ANP and MME.
■ Advice on obtaining authorization for natural gas transportation from ANP.
■ Advice on natural gas pricing rules for thermoelectric generation in Brazil.
■ Advice on structuring price formation in compressed gas purchase and sale contracts.
■ Advice on risk analysis for different natural gas transportation arrangements (pipe transportation, maritime, road and inner navigation).
■ Regulatory advice on RenovaBio Public Policy.
■ Regulatory advice on natural gas distribution.
■ Drafting legal opinion on operation of the natural gas transportation sector.
■ Drafting contribution for participation in public consultations on natural gas of Federal and State Regulatory Agencies.
■ Drafting of legal opinion on impacts from eventual legislative change on natural gas sector.