Environmental, Social & Governance (ESG)

Renewable Energy

Solar

• The Government of the Ivory Coast, the leading exporter of electricity to the surrounding region, in connection with agreements to increase the country’s power supply, including an agreement to construct a solar power plant.
• The Royal Bank of Scotland plc, as agent and letter-of-credit issuer, for a $303.5 million syndicated letter of credit facility for MidAmerican Energy Holdings Company to finance a solar power generation project.
• Crédit Agricole on the financing and construction of solar facilities on agricultural greenhouses in Southern France.

Wind

• MUFG Union Bank, N.A. in connection with a cash-secured standby letter of credit facility for Edison Mission Wind.
• Glennmont Partners on corporate and finance matters for its portfolio of wind farm asset-holding companies in France.
• A major Dutch energy corporation in connection with its obtaining a security interest in the shares of a California-based wind farm company.

Carbon Capture

• Administrative agent in connection with a $405 million project financing of a 180-megawatt coal-fired cogeneration and CO2 capture and production facility located in Maryland. 

Geothermal

• The Government of the Ivory Coast in connection with agreements to increase the country’s power supply, including an agreement construct a thermal-power plant.
• MUFG Union Bank, N.A., as administrative agent and lead arranger in a $50 million senior revolving credit facility for Ormat Nevada Inc., the third largest geothermal power producer in the United States and a subsidiary of Ormat Technologies Inc., a U.S. developer of geothermal energy.

Biofuel

• Natixis, New York Branch, as joint bookrunner and mandated lead arranger in connection with a $310 million export prepayment facility for Brazilian sugar and ethanol producer Tereos Açúcar e Energia Brasil S.A.
• Administrative agent and issuing bank of a $47 million project financing for Cadillac Renewable Energy LLC, the owner of a 39.6 megawatt woodfired power generation plant located in Michigan.
• Addax Bioenergy in a bio-fuels project in Sierra Leone (sugar cane converted into ethanol and power).

Hydroelectric

• A Chilean power company in connection with the construction of a hydroelectric project in Chile, financed by the International Finance Corporation and other international development banks.
• Developer of electric generating facilities in the separate project financings (construction and permanent) of six hydroelectric facilities located in New York State using leveraged lease, limited partnership and general partnership structures (in some cases altered to allow for local industrial development agency participation).
• The Government of Guinea in connection with the concession agreement and associated power purchase agreement for a hydroelectric power facility.

Battery/Fuel Cell

• Kensington Capital Acquisition Corp. II, a special purpose acquisition company, in its proposed $1.5 billion merger with Wallbox Chargers SL, a Barcelona-based manufacturer of electric vehicle charging stations.
• Daimler AG in connection with investments in Silicon Valley-based Tesla Motors, Inc., the only automaker selling a highway-capable, fully electric car in North America and Europe.  These transactions include:  (i) representing an affiliate of Daimler in its purchase of shares of Tesla common stock through a private placement; (ii) Daimler’s acquisition of an equity stake of nearly 10 percent of Tesla; (iii) Daimler’s sale of a 40% interest in the entity holding the Tesla stake to Aabar Investments PJSC; (iv) a subsequent Tesla capital raising round; and (v) Tesla’s initial public offering. 
• Hyzon Motors, a hydrogen-powered commercial vehicle supplier, in a private placement led by French oil giant Total's venture capital arm, Total Carbon Neutrality Ventures.
• A shareholder of Lithium Technology Corporation, a global manufacturer and provider of rechargeable energy storage solutions, in the negotiation of a Governance Agreement pursuant to which several directors and officers were replaced.

Fund Formation

• Conscious Endeavors in connection with the establishment of impact focused wealth advisory business and the launch of Impower Impact Equity Fund LP and related management entities, as well as negotiation with seed investors.
• Kuramo Capital Management in connection with the formation of three investment funds and two related companion funds to continue its strategic investments in sub-Saharan Africa:  Kuramo Africa Opportunity Fund, Kuramo Africa Opportunity Fund II, Kuramo Africa Opportunity Fund III and companion funds Kuramo Africa Opportunity Co-Investment Vehicle II and Kuramo Africa Opportunity Co-Investment Fund III.
• Family offices and public pension funds in connection with investment in ESG investments.
• The Billion Dollar Fund for Women and Beyond the Billion in the campaign for allocators to commit capital to venture companies run by women.
• GenderSmart, an advocacy organization focused on gender lens investing.
• Alan Alda in establishing a novel public-private partnership with the State University of New York, for the promotion of science and science communication.
• Boundless Impact Research & Analytics in connection with establishing the company, a market intelligence platform providing actionable research and tools to impact investors.
• Municipal broker in proposed merger to form the first black and latinx owned broker-dealer.
• Diverse emerging managers in fund formation and manager establishment projects, including negotiation with seed investors.
• AG tech company, Sostena Inc, in establishing a novel finance arrangement to expand commitment of acreage to organic, non-GMO specialty produce cultivation and in exploring other financing structures.
• Underwriters in a large de-SPAC transaction taking public one of the largest US asset managers, inclusive of ESG related strategies and policies.
• Minerva Capital, a woman-owned company, in a proposed public-private partnership with the Inter-American Development Bank, to provide loans to Mexican middle market companies with ESG related terms.

ESG Program Development & Compliance Counseling

• A French renewable electricity EPC company in the design, development and implementation of its compliance program.
• Advised Asian electronics company on U.S. and EU supply chain risks and recommended mitigation.  
• Represented a large Chinese state-owned global infrastructure contractor in connection with the establishment and implementation of an integrity compliance program 
• Devising and implementing CSR/ESG compliance programs to companies operating in conflict and/or disputed territories (including in particular the scope of any required human rights due diligence).
• Advising multinational companies on CSR/ESG, sanctions compliance, export controls, and anti-corruption compliance matters.
• Creation of and conduct of related training regarding risk-based, holistic, turn-key compliance programs covering supply chain controls, sanctions, export controls, anti-money laundering, and anti-bribery and corruption. 
• Drafting global sanctions, anti-money laundering, and conflict minerals compliance policies for a holding company for African financial institutions.

Green Finance

• The firm served as counsel to BNP Paribas as administrative agent and a syndicate of 10 banks in a $1.57 billion credit facility structured as a sustainability-linked loan (SLL) for the European unit of Brazilian pulp and paper company Suzano. 
• legal adviser to a syndicate of banks in a $100 million revolving credit facility structured as a sustainability-linked loan (SLL) for Chilean pulp and paper producer Empresas CMPC. 
• Kensington Capital in connection with $680 million acquisition of QuantumScape, a cutting edge solid-state automotive battery company, including technical assessment of its intellectual property portfolio.
• Cantor Fitzgerald in connection with $1.6 billion acquisition of View Inc., the market leader in next-generation smart windows designed to reduce energy consumption.

Corporate Governance

• The corporate governance and conflicts committee of the board of directors of solar and wind power company in connection with sale of the company. 
• A consumer products company during the course of its evolution within a hostile legal, social and political environment.  We have navigated legal technicalities, as well as delicate investor relations, public relations and employee relations situations, and concerns of other constituencies, as litigation evolved at a time when lobbying, regulation, shareholder activism and political contribution matters were extremely challenging. 
• Advised an engineering company in connection with difficult disclosure matters during a period when it faced governmental investigations, customs, foreign sales and other thorny compliance and disclosure issues.
• Numerous boards of directors and committees of publicly traded companies in connection with internal reviews and governmental investigations of allegations or evidence of misconduct, including whistleblower allegations and shareholder derivative demands, in the context of potential financial fraud, breaches of fiduciary duties, corporate waste and anti-corruption issues, which include an examination of governance issues, such as tone at the top, corporate policies and implementation and communication of corporate policies.
• Numerous companies in connection with disclosure obligations, including in the face of allegations or evidence of misconduct and before, during and after the conduct of remedial investigative efforts.
• Numerous companies in the design of their overall compliance infrastructure, including reporting lines and job responsibilities for the chief compliance and subordinate compliance officials and organizations, as well as drafting policies and procedures (including whistleblower protections and anonymous reporting guidelines) to ensure compliance with laws governing the enterprise and to ensure the compliance program is in accordance with the Federal Sentencing Guidelines, the procedures set out by the Department of Justice, the SEC and the OECD Convention.
• Review of clients’ “best practices” suggestions (including procedures for electing officers and directors, paying dividends and preparing financial statements, and communications between management and the board).
• Advising companies in preparing corporate codes of conduct.

ESG Litigation and Enforcement

• One of Europe’s largest solar manufacturing and development companies in litigations concerning a 10-year $8 billion contract with a U.S. high-tech manufacturer.
• An Italian-owned company in a more than $100 million dollar investor-State dispute against Panama regarding the expropriation and destruction of an investment in an ethanol plant.
• Large LatAm facing debt fund manager in connection with an SEC enforcement action.
• Areva NP, Inc. in a technology dispute regarding efficiency upgrades to power plant equipment and systems.\\ Representation of Ferro Corporation in product liability litigation alleging water contamination.
• Chemical Specialties, Inc. (CSI) as national counsel in securing dismissal of multiple consumer federal and state court class actions involving alleged personal and property injury from exposure to chromated copper arsenate (CCA), a widely-used wood preservative manufactured by CSI alleged to have leached arsenic into soil and releases carcinogens into the air resulting in alleged exposure through dermal absorption, inhalation of airborne wood particles, and contact with contaminated soil.
• Chemtall, Inc. in a putative multi-state class action in West Virginia state court based on alleged exposure to acrylamide, a component of an industrial water purifying chemical manufactured by Chemtall. 

Compliance with Anti-Slavery and other Human Rights Laws

• Advising a global textile company with navigating through human right sanctions imposed by the US and EU governments in relation to human rights abuse allegedly perpetrated in the Xinjiang region (China), and their consequences on its supply chain. 
• Assisting a global consumer good company with the drafting of its disclosure requirements under the UK and Australian Modern Slavery Acts, the California Transparency Act and the French Duty of Care, including the drafting of its annual vigilance plan pursuant to the latter. 
• Advising a global top-5 luxury goods company in connection with, among other things, the in-depth assessment of the human rights and HSE risks it faces as well as the ones it causes, both through its own activities and through its supply chain’s, in view of designing a global human rights and HSE compliance program that responds to those risks.
• Devising and implementing CSR/ESG compliance programs to companies operating in conflict and/or disputed territories (including in particular the scope of any required human rights due diligence).
• Advising multinational companies on CSR/ESG, sanctions compliance, export controls, and anti-corruption compliance matters.
• Advising a U.S.-based retail company on the development of human rights compliance policies and procedures, including human rights due diligence. 
• A European industrial company in connection with potential suspension by a sovereign wealth fund on the basis of ethical guidelines.
• Advising a leading energy company on human rights compliance issues in Myanmar, Nigeria, Uganda, and Bolivia.
• Drafting global sanctions, anti-money laundering, and conflict minerals compliance policies for a holding company for African financial institutions.