I represent and counsel developers, investors, utilities and contractors in all legal aspects of domestic and international fossil and renewable energy and industrial project development, finance, and acquisitions and divestitures. I have substantial experience in the development, acquisition and sale of merchant and contracted power and other industrial assets, including:

• Coal, natural gas and landfill gas electric power plants
• Wind, solar, hydro and biomass electric power generation facilities
• Thermal cogeneration facilities
• Dedicated refining, chemical and industrial gas plants
• Water treatment facilities
• Pipeline, processing and gas and liquids storage facilities
• Gas to liquids conversion plants

I advise clients in the structuring of project ownership, including JVs, consortium arrangements and other bankruptcy-remote entities, and negotiate and draft all agreements required for project financing, including:

• LLC agreements, general and limited partnership agreements, term sheets, LOIs, NDAs
• Equity and debt financing and security documents, including non-recourse financing agreements
• Purchase and sale agreements
• Gas turbine, boiler, wind turbine and solar module supply agreements
• EPC and BOP contracts and subcontracts
• Feedstock supply agreements and tolling arrangements
• Offtake agreements, including PPAs and tolling agreements
• Engineering, O&M and other professional services/consulting agreements
• Option, ROFO and ROFR Agreements
• Commodities Trading, Forward and Hedging contracts and Logistics contracts

My 30-year career has provided me the opportunity to feel qualified to counsel clients in many different legal practice disciplines.  In particular, I have wide knowledge in the following areas of the law, but defer to specialized colleagues for highly specialized or local issues:

• Real Estate matters: land use agreements and permits, deeds, long-term ground leases, ROWs and easements, commercial leases, options to purchase or lease, water rights, joint land use arrangements, access and inspection agreements
• Electric Transmission matters
• Technology Licensing matters:  patents, trademarks, copyrights
• Federal, state and local Environmental matters
• Economic Development Packages and Tax Abatements
• Federal, state and local Tax Incentives
• Governmental Assets:  Invitations to Bid, Concessions and  RFPs
• Tax Structuring for entity formation
• Private Offerings of securities: subscription agreements, participation agreements, preferred and mezzanine equity, venture capital
• Asset-Based and Commercial Lending:  non-recourse financing, guarantees, LOCs, intercreditor agreements, loan participations, security agreements, including account control agreements and related documents
• Distribution and Agency Agreements
• Minerals mining projects and finance (coal, gold, silver)
• Contracts governed by English Law (or derivative legal scheme)
• Alternative Dispute Resolution involving contracts
  

My career has involved transactions and/or parties in all 50 states in the U.S and many other jurisdictions.  As a refugee from the Iranian revolution in 1978-79, I spent my first two years of secondary school at an all-boys boarding school in Sussex, England.  This piqued an interest in international commerce and trade, and I had the good fortune to spend most of 1994 and 1995 as an international associate in the London office of Mayer, Brown & Platt.  Since then, I have assisted or lead transaction in numerous non-US jurisdictions, including:

• North America (Canada, Mexico)
• South America (Brazil, Peru)
• Central America (Costa Rica)
• Europe (England, Wales, Ireland, Germany, Netherlands)
• Central Asia (Kazakhstan, Kyrgyzstan)

View a list of Representative Transactions (PDF)
Bar Admissions: Colorado, Texas