Legal Services Optimized
Spruce Law provides big-firm quality legal representation with boutique firm service and responsiveness. Our attorneys have practiced in some of the largest and most respected global firms, corporate legal departments, and speciality law practices. We are a team of seasoned legal professionals and industry experts, and we provide superior quality legal and transactional support for numerous energy companies. Spruce Law’s model ensures that you will never pay for on-the-job lawyer training. Our pedigrees are equal to those found at traditional large firms, and our unique approach enables us to serve your needs with maximum efficiency. We are committed to delivering top-quality legal service with more predictable, value-driven billing arrangements.
Energy Industry
We recognize that today’s energy companies need to be nimble, able to respond to changes in the market in an efficient way, and to capture revenues. They operate in an increasingly competitive, highly regulated environment, in which a strong focus on details and the bottom line can mean the difference between success and failure. Whether you are an established entity and industry leader, a specialty energy company, or an early-stage start-up, you need responsive and experienced legal representation on which you can rely to provide the right advice and to complete critical transactions. We provide the creativity, ingenuity, attention to detail, and tireless drive required to minimize your risks and to get your deals across the finish line.
Common Sense, Results-Driven Approach
The achievement of your business goals and objectives are of paramount importance. Spruce Law’s service and support are designed with this deliverable in mind. Our substantial experience in the energy field enables us to work efficiently and effectively to get the job done. We anticipate the challenges along the way based on our past experience, look to minimize risk, wherever possible, and apply practical, effective, and streamlined solutions. We also take the time to learn what is most important to you, so that each representation is tailored to your precise business needs and objectives.
Representative Engagements
Health Environment and Safety (HES):
Counseled a Petroleum Marketer through a complex property remediation project that also involved the successful resolution of environmental concerns and third-party claims. In this situation, the client’s alleged release from an underground storage system and releases from other third-party sources resulted in low level impact to over a hundred homeowner potable wells. The process included public meetings, negotiation of a consent order with a regulatory agency, treatment of homeowner potable water and a new source of public water to the vicinity.
Negotiated on behalf of client in numerous cost recovery actions brought by state spill fund, wherein the parties were able to achieve a reasonable allocation of costs while maintaining a good working relationship with the state agencies.
Represented client in regulatory agency criminal investigation related to alleged NPDES violations, where the result included no criminal charges against the employer or employees and a negotiated civil penalty and consent order.
Evaluated OSHA and PSM regulatory requirements and agency guidance related to issues encountered in the Refining Industry.
Marketing:
Represented client in complex contract negotiations with a distributor of beverages, cigarettes, candy, proprietary products and majority of other convenience store goods for delivery of products to all co-op and franchise locations along the East Coast. The contract took into account client concerns such as pricing, timing of deliveries v. store staffing, keeping top selling products in inventory, safety, and delivery of fresh foods as well as other key performance indicators important to the client.
Represented client in contract negotiations of private label card and fleet card arrangements with banking institutions where the result was a successful credit card offering to all of client’s consumer customers as well as fleet customers, with competitive rates and cardholder advantages in relation to competitor credit card offerings.
Coordinated with Petroleum Marketer to provide warnings, termination notices and ROFRs pursuant to the terms of the PMPA.
Supported Marketer with legal and regulatory counseling in the acquisition and divestitures of numerous service station properties.
Co-Gen:
Quarterbacked the sale of a power generation company whose assets included a cogeneration facility. This transaction involved multiple easements and complex service agreements as the cogeneration facility was located within a property which continues to be operated by an affiliated but separate entity. The deal also involved the successful conversion of the existing Qualifying Facility status to Wholesale Generator status for the new owner.
Trading:
Counseled various trading agreements including commodity purchase and sale agreements, net-outs, exchanges, terminal arrangements, wholesale contracts and ISDAs.
Supported RINS trading operation, which included the vetting of RINs suppliers, regulatory compliance, drafting of purchase and sale agreements and settlement of contractual disputes.
Coordinated with traders to develop agreements for the purchase of corn for ethanol plants and the sale of DDG from ethanol plants.
Refining, Chemicals, and Ethanol Processes:
Led acquisition team in the purchase of a substation and associated real property at client’s plant where client and a neighboring parcel owner received electricity from the same substation. Elements of the deal required purchase of the substation asset, negotiation with regulatory agencies, alternate sources of electricity, and other associated service agreements between the parties. The deal allowed for synergies between the two businesses to be realized while averting potential regulatory concerns for both parties.
Negotiated with various utility suppliers to develop electricity and natural gas supply for plants where operations rely on the uninterrupted supply of these commodities.
Negotiated with POTW for permit conditions for the discharge of wastewater from plant operations.
Transportation:
Worked with Petroleum Refiner and Marketer to develop carrier transportation agreements and facility access agreements utilizing experience with carrier litigation, issues frequently encountered when carriers enter facilities, and general industry knowledge.
Negotiated contract to satisfy charterer’s requirements for the lightering of crude oil from tank ships at various locations through use of owner’s lightering fleet of vessels, taking into account contract requirements critical to both parties such as monthly volumes, cargo measurement, vetting of vessels, seaworthiness, compliance with laws and demurrage.
Financing/Credit:
Represented client on negotiation of $60 million fixed-term loan, using the company’s IP and other assets as collateral.
Represented client on $18 million in government-guaranteed financing for construction of a manufacturing facility.
Represented client on negotiation of global $250 million multi-currency, asset-backed revolving credit facility.
Advised client on corporate restructuring that enabled company to raise over $35 million through the private placement of convertible notes and warrants.
Litigation:
Served as national coordinating counsel for large mass tort claims, concentration on corporate witness and expert preparation and defense.
Served as trial counsel in multiple matters involving alleged exposure to benzene leading to development of AML.
Representing an international wind turbine manufacturer/installer in connection with commercial and insurance disputes across the nation, including management of EU and U.S. e-discovery efforts involving claims in excess of $100 million.
Represented clients in all facets of construction litigation, including defects, disaster recovery, insurance coverage, personal injury defense, title disputes, zoning and environmental issues, creditors rights, mechanics liens and shareholder and partnership disputes.
Training and Strategy:
Provided extensive training to employees on corporate compliance, employee communications, regulatory compliance, internal investigations and agency inspections.
Utilized cost control initiatives, preventative measures to avoid liability, claims resolution, contract negotiation, and risk analysis, with the ultimate goals of efficiently resolving complex business and regulatory issues and avoiding costly litigation.