Energy

Cassels has been providing legal advice to energy clients in the oil & gas and electricity & utilities industries for over 30 years. We offer experience in the corporate, commercial, regulatory, financing, tax regulatory, Aboriginal and real property aspects of energy law (including renewable energy and clean technology) and we have advised companies, governments, consumers, generators, distributors, lenders and underwriters on a vast array of energy related transactions and projects.

Oil and Gas

Cassels has deep experience in all aspects of oil and gas law, including domestic and international transactions related to the energy, midstream and related service industries. This experience including the acquisition, disposition and operation of energy and midstream service assets as well as joint venture, corporate finance, corporate governance, continuance disclosure and mergers and acquisition matters.

Electricity and Utilities

Our electricity and utilities lawyers have extensive experience in all aspects of the purchase, disposition, financing and/or development of public utility and independent power projects in multiple jurisdictions in Canada. We have also negotiated many forms of energy supply contracts, including negotiating and structuring complex power purchase and procurement agreements and other physical and financial bilateral agreements for the supply of electricity in the Province of Ontario and in other Canadian jurisdictions.

Our experience in this area extends to:

  • Public utility and independent power project acquisition, disposition, financing and development
  • Power procurement, including physical and financial power purchase agreements and any related cross-border issues
  • Corporate governance, regulatory structure, asset transfer, employee and pension issues, delegated authority and other matters related to the electricity industry
  • Incorporations, partnerships, limited partnerships and joint ventures
  • Privatization and public-private partnerships
  • Equity and debt financing through private placements and public offerings
  • Regulatory approvals
  • Construction law advice, including contract disputes, resolution of lien problems, bankruptcy and insolvency of contractors, and claims for faulty construction
  • Dispute resolution between major utility corporations through arbitration or the courts

Contracts & Agreements

We have acted for a number of parties with respect to structuring and negotiating power purchase, procurement, and a myriad of other physical and financial bilateral agreements pertaining to the supply of electricity.

Renewable Energy & Clean Technology

We bring together a multi-disciplinary team of top-ranked lawyers across Canada with a wealth of expertise in electricity, infrastructure and project/equipment finance, environmental assessment and approval, government relations, land development and real estate, public-private partnerships and intellectual property. Our team is skilled at helping clients respond to the risks and opportunities presented by government climate change related regulations and programs.

Core Strength in the Electricity Sector. We draw on our extensive expertise advising businesses, financial institutions, and investors in the electricity sector, having acted for electricity generators and distributors, electric utilities and large electricity consumers advising on project licence agreements, transmission arrangements, regulatory compliance, tax matters, Aboriginal issues and the Crown’s duty to consult Aboriginal peoples, project structuring, etc.

Government Relations Expertise. Critical to navigating the regulatory framework for renewable energy and clean technologies is our Government Relations team, including a former Ontario premier, which supports the Renewable Energy & Clean Technology Group to help reduce the risks and uncertainty involved in this rapidly evolving area.

Navigating Government Renewable Energy Incentive Programs. Our team is expert at navigating the regulations and requirements of government incentive programs for renewable energy. Whether you are an industry equipment supplier, wind or solar farm developer, a landlord looking to lease a rooftop for solar energy production or a lender financing the construction of a wind farm, our lawyers can provide you with the business-focused, strategic advice that will help you achieve your goals efficiently while minimizing the risks.

Carbon Finance Certified. With a prominent partner holding a certificate in Carbon Finance from the University of Toronto’s Centre for Environment, our Renewable Energy & Clean Technology Group is well versed in both national and international initiatives to reduce greenhouse gas emissions through carbon finance, trading, and disclosure as well as clean technology finance and development.

Public Markets Expertise. Our Securities Group offers comprehensive legal services in corporate finance, mergers and acquisitions and securities regulatory matters. Widely recognized for our experience and innovation in all areas of corporate securities law, we have one of the largest, most diverse and sophisticated securities law groups in Canada. The breadth and depth of our practice allows us to be on the cutting edge of new developments and important trends. We have experience across all industries, including clean technology and renewable energy. We have assisted such clients in a variety of matters including pre-public financings, including angel and venture capital investments, public offerings, stock exchange listings, amalgamations, mergers, arrangements, acquisitions and reorganizations, ongoing compliance with securities law and continuous disclosure requirements.

Sustainable Practices. Our group works with clients to assist them in effectively enhancing their commitment to corporate social responsibility, while guiding them in the areas of the appropriate adoption of energy efficient strategies and proven models that can be implemented to emphasize sustainability within their organizations. We understand the evolving business reality that climate change and the regulations and laws relating to it present. Our team has the multi-disciplinary skills to guide our clients in this rapidly evolving area.

Representative Work

Oil & Gas

  • Acting as Counsel to US-based multi-national company in its 2017 sale of its Canadian production chemical division to Secure Energy Services
  • Founded and acting for Hitic Energy Ltd. in Alberta, on behalf of the Jereh Group headquartered in Yantai, China, with respect to the expansion of its upstream oil and gas business and its numerous successful operating projects
  • Founded and acting for Buried Hill Energy, an international oil and gas company with respect to all of its day to day legal requirements
  • Acting as counsel to Maha Energy AB in its 2017 acquisition of Gran Tierra’s Brazil oil and gas business
  • Acting for Antrim Energy Corp. with respect to its Australian operations and UK Offshore oil and gas development, joint venture matters and disposition
  • Acting for Suncor Energy Inc. as lead counsel respecting the sale and transition of its $1 billion conventional natural gas business in Western Canada to Centrica plc and Qatar Petroleum International
  • Acting for private pension fund oil and gas companies respecting the $316 million purchase of an interest in the Weyburn unit from Pengrowth Energy Corporation
  • Acting for private pension fund oil and gas companies respecting the $130 million purchase of the Simonette field and related facilities from Suncor Energy Corporation
  • Acting for vendors respecting the sale of the Simonette Gas Plant to Keyera Corp. and the negotiation and execution of related Processing Agreements
  • Acting for Enercap Corporation respecting the purchase of numerous midstream facilities from producers and the subsequent sale, leaseback and processing arrangements
  • Acting for Tamarack Valley Energy Ltd. in its 2015 $168.5 million acquisition from Suncor Energy Inc. of certain oil and gas properties in the Wilson Creek area and other acquisitions from Bonavista Energy Corporation, Penn West Petroleum and Husky Energy Ltd.
  • Acting for USD Group in its land assembly for its intermodal hub rail facility at Hardisty, Alberta, including with respect to subdivision, planning and development matters
  • Acting for NOVA Gas Transmission Ltd. with respect to its NEB approved “Integrated Asset Transfer Project” involving a province-wide exchange of assets with Atco Gas & Pipelines Ltd. — pursuant to this project, NOVA Gas Transmission Ltd. transferred approximately 1,418 km of pipelines, 120 metering facilities and associated land rights, interests and assets and acquired approximately 1,249 km of pipeline and 30 metering facilities and associated land rights
  • Acting for Express Pipeline in the acquisition of the assets of the Express Pipeline system, a 786 mile pipeline system from Hardisty, Alberta to Casper, Wyoming and the connected 933 mile Platte Pipeline from Casper, Wyoming to Wood River, Illinois
  • Acting for a midstream client in the sale of assets comprising tanks and associated pipelines and infrastructure
  • Acting for AEC Pipelines respecting the acquisition of extensive pipeline assets, including rights of way, leases, fee simple titles, crossing agreements, licenses of occupation, and permits and approvals
  • Acting for Pembina Pipeline in its acquisition of land for a rail facility, including development and planning matters, acquisition of Public Lands Act dispositions, acquisition of pipeline assets and necessary rights of way, and the obtaining of necessary approvals for the rail facilities

Energy and Utilities

  • Acting for the Ontario Ministry of Finance and the Ontario Financing Authority in relation to the unbundling and disposition, conveyance, transfer or assignment of the generation, transmission, distribution and other assets, services and liabilities of Ontario Hydro to Ontario Power Generation Inc., Hydro One Inc., the Independent Electricity Market Operator and the Electrical Safety Authority
    • This included advice on complex assets and liabilities related to nuclear generation, pension plans, litigation files, operating and other agreements, non-utility generator (NUG) contracts, employees and employee-related matters, and software licences
    • It also included the incorporation, organization and drafting of constating and other governance documents related to Ontario Power Generation Inc., Hydro One Inc. and Ontario Electricity Financial Corporation
  • Acting for the Ministry of Energy and the Ministry of Finance, and Ontario Electricity Financial Corporation in relation to the restructuring and deregulation of the Ontario Electricity system and the break-up of Ontario Hydro into its five successor corporations, including Hydro One Inc.
  • Acting for the Ontario Ministry of Finance and the Ontario Financing Authority in relation to each of the negotiation and settlement of the Ontario Nuclear Funds Agreement with Ontario Power Generation Inc. and the settlement of a related trust to permit Ontario Power Generation Inc. to comply with the requirements imposed on it by the Nuclear Fuel Waste Act (Canada)
  • Acting on behalf of the Government of Canada in securing $5 Billion Bond Financing for the Muskrat Falls Project in Newfoundland and Labrador
  • Acting as Chief Federal Negotiator on behalf of the Government of Canada in respect of its restructuring of the legislative powers, programs and responsibilities for the management of land, waters and natural resources in the Northwest Territories (including hydro electricity, minerals, oil and gas and water)
  • Representing Ontario Electric Financial Corporation in multiple proceedings initiated by non-utility generators before the Superior Court and Court of Appeal
  • Acting as local counsel in connection with the structuring of investments in renewable energy projects in Canada for US and European investors
  • Representing the Electrical Safety Authority in claims by property owners and institutions alleging negligent inspection and improper exercise of regulatory authority
  • Acting for the Ontario Ministry of Energy in relation to the drafting of the Electricity Pricing, Conservation and Supply Act, 2002
  • Acting for Enwave District Energy Limited, a major utility, regarding issues related to the construction of its Deep Lake Water Cooling Project
  • Acting for the City of Toronto in connection with: (i) the negotiation of a conservation and demand side management agreement with the Ontario Power Authority and Toronto Hydro Corporation; and (ii) advising on the legal and regulatory framework for the construction of a third electricity transmission line into the City of Toronto
  • Acting for a major US power corporation in the acquisition of a co-generation facilities in Ontario
  • Acting for a major Canadian pulp and paper producer in negotiating/structuring and documenting its participation in the development of a private co-generation power generation facility
  • Acting on behalf of a South American government in the privatization of power generation facilities
  • Representing a variety of financial institutions on construction, term and operating loans for power generation (including hydroelectric and clean other energy (solar, wind)) and other infrastructure-related projects located in Canada and other countries
  • Acting for the Ontario Electricity Financial Corporation in negotiating with First Nations the grant of new easement and the settlement of previous claims related to the transmission and distribution lines of the former Ontario Hydro, now Hydro One Inc.
  • Acting for a syndicate of underwriters on the public financing of a major international power-generating enterprise owning and operating over 30 private power-generating facilities located in Canada and the US
  • Acting as counsel to a major construction company in connection with issues arising from the construction of private hydro plants
  • Representing a leading electricity company in negotiating renewable energy power purchase agreements
  • Acting for Countryside District Energy Corp. (formerly Trigen Energy Canada Limited) on various matters pertaining to its district energy business
  • Appearing before the National Energy Board, the Ontario Energy Board and the New Brunswick Public Utilities Board
  • Acting for the Ontario Ministries of Energy and Finance in the creation, organization and governance of the Ontario Power Authority
  • Defending a company before the Ontario Energy Board on allegations of non-compliance with the consumer protection regulations, guidelines and codes of conduct applicable to energy retailers and acting on the subsequent judicial review
  • Acting for Sprott Power Corp. in its acquisition of Confederation Power Inc., its purchase of Sky Generation Inc., and in the acquisition and financing of Amherst Wind Power LP
  • Representing the first organization to secure financing from the American Recovery and Reinvestment Act’s clean energy stimulus budget for the construction of the first privately built, “merchant” transmission line in the US
  • Advising on the policy and drafting of legislation relating to electricity regulation for a government entity
  • Extensive experience with tax-exempt entities under the Income Tax Act (Canada) and the PIL regime under the Electricity Act 1998
  • Acting for municipalities in the restructuring and disposition of electricity utilities

Contracts & Agreements

  • Acting for De Beers Canada Inc. in the negotiation of a power purchase agreement from the 18 MW (to be expanded to 54 MW) Taltson hydro-electric generation facility in the Northwest Territories
  • Advising on the negotiation of electricity power purchase agreements (both physical and financial) with Ontario electricity generators, transmitters and distributors, including on behalf of universities, large industrial consumers, mining companies, hospitals, insurance companies, manufacturers, retailers and commercial landlords
  • Acting for a wind power generator in the negotiation of renewable energy power purchase agreements for generation facilities located or to be located in Ontario, Québec, New Brunswick, Prince Edward Island and Nova Scotia
    • In connection with these assignments, we advised on and/or negotiated contracts with the Ontario Power Authority, Hydro Québec and New Brunswick Power Corporation
  • Acting on behalf of various clients in negotiating, structuring and documenting their participation in the development and/or financing of private hydro-electric power generation facilities, electric projects in Ontario, Québec, British Columbia and Newfoundland
  • Acting for Kingston General Hospital in the negotiation of the development of a 15MW cogeneration facility with Queen’s University and the sale of electricity from the facility
  • Preparing term Contract for Civil and Electrical Design-Build Services for Toronto Hydro-Electric System Limited

Solar

  • Advising on the structuring and financing of a solar power fund
  • Representing a service provider in respect of implementing the Ontario Non-Profit Housing Solar PV Program involving the sale and installation of rooftop solar PV generation facilities at non-profit housing sites across the Province
  • Advising a solar aggregator in connection with the design, build, construction and finance of solar installations across Ontario
  • Representing a leading-edge clean technology fund in structuring its initial investments in start-up companies and in negotiating and acquiring assets and settling lease and other rights regarding the development of its first solar farm in Ontario
  • Acting for both landlords and owners in respect of leases relating to rooftop solar energy facilities
  • Acting for clients in connection with solar power production facilities
  • Obtaining permits for utility-scale solar projects in Alberta

Wind

  • Acting for a syndicate of lenders providing the term financing for the construction and take out financing for a large wind generating facility in Saskatchewan
  • Advising a Canadian wind farm energy developer in financing development projects across the country
  • Acting for an Irish renewable energy company in the negotiation of power purchase agreements for the sale of wind-generated electricity from its facilities in Prince Edward Island to large corporations, municipalities and utilities
  • Preparing easements in relation to FIT program renewable energy projects
  • Acting for an environmental engineering firm in the insolvency of a wind generator/wind farm energy developer
  • Representing a manufacturer which has developed a micro-wind turbine that is being rolled out to major parks worldwide
  • Advising a large high-tech company engaged in the developing, engineering, manufacturing and marketing of wind turbine generator systems
  • Acting as counsel to a wind power generator with wind farm locations in Eastern Canada, including its sale to a major European power corporation
  • Obtaining approvals for utility-scale wind projects in Alberta

Biomass

  • Advising a lender in structuring and documenting an offering of investment in a pool of biomass co-generation projects
  • Acting for the project manager in restructuring the financing and guarantees for a biomass co-generation project in the forestry industry
  • Representing an alternative energy development company with respect to producing power through underground pumped storage facilities
  • Representing a financial services company in the financing of an anaerobic digester which creates both heat for greenhouses and electricity for the grid
  • Acting for a municipality in establishing a facility that produces energy from waste

Energy Efficiency and Sustainability

  • Acting for a leading provider of energy efficient products geared to reducing electricity consumption in automobile and automotive parts manufacturing facilities
  • Representing a carbon consultancy in connection with the roll-out of a sustainability program for large regulated emitters in Canada
  • Assisted a leading electricity supply company in the negotiation of its contracts to be entered into with a supplier of smart-meter technology
  • Acting for a leading provider of electrical transportation systems in connection with its corporate structure and its sales of battery systems to various European manufacturers