Select a Practice Complex Dispute Resolution Corporate & Finance -Banking -Broker-Dealer -Communications -Education -Energy Transactions -Environmental -Executive Compensation -Financial Institution Dispute Resolution -Investment Companies -Joint Ventures -Licensing -Life Sciences -Mergers and Acquisitions -Private Equity -Real Estate -Restructuring -Sale & Leasebacks -Tax -Trusts & Estates Energy -Regulatory   -Electrical Industry   -Natural Gas, LNG, and Water Supply Industries   -Transactional   -NERC Reliability Standards -Transactions   -Mergers and Acquisitions   -Project Development   -Financing   -Energy-Related Agreements   -Ownership Arrangements   -Regulatory Structuring & Approvals   -Taxes -Renewables   -Wind   -Solar   -Hydroelectric -Energy Litigation -Compliance, Investigations, and Enforcement Government Law & Strategy -Government Contracts   -False Claims Act Investigations and Defense   -Foreign Corrupt Practices Act (FCPA) -Public Policy & Law   -Homeland Security   -Congressional Investigations   -Political Law -State Attorneys General Insurance Coverage -Commercial General Liability -Crime and Fidelity -Employment Practices Liability -Entertainment Industry Losses and Claims -Environmental -Errors and Omissions (Professional Malpractice) -Executive Liability -Food and Product Contamination -Insurance Broker Liability -Insurance Policy and Risk Audit -Political Risk Insurance -Property and Business Interruption Losses Intellectual Property -Patent Litigation -Trademarks -Patent Prosecution -IP Portfolio Development and Counseling -Licensing -Due Diligence -IP Monetization -Computer Science -Life Sciences and Chemicals -Semiconductors -Copyrights Litigation -Antitrust & Financial Services -Business Litigation -Defending and Resolving Class Litigation -Employment   -Employment Litigation   -ERISA   -Immigration -Energy Litigation -False Claims Act Investigations and Defense -Foreign Corrupt Practices Act (FCPA) -Financial Institution Dispute Resolution -Financial Restructuring & Bankruptcy -Government Contracts -Insurance Coverage -IP Litigation -Securities - Litigation, Regulatory, & Compliance -State Attorneys General -White Collar Criminal Defense & Investigations   -Securities Enforcement   -Internal Corporate Investigations   -White Collar Criminal Defense   -Shareholder Derivative Actions   -Congressional Investigations

Dickstein Shapiro guides clients in the natural gas, LNG, and water supply industries through the complex regulatory landscape. The firm’s clients in the United States, Canada, and abroad include interstate natural gas pipelines; natural gas storage projects; onshore and offshore LNG facilities; natural gas supply projects; natural gas utilities, including local distribution companies (LDCs); gas-fired electric generators; industrial end-users; natural gas producers and marketers; and seawater desalination projects. On behalf of its clients, Dickstein Shapiro provides support across the entire spectrum of regulatory matters, from market development to natural gas transportation and storage, to transaction structuring, due diligence, and environmental permitting and compliance. The firm helps its clients in proceedings before FERC, state public utility commissions and siting boards, and all other federal and state agencies that address issues affecting the natural gas, LNG, and water supply.

Natural Gas Transportation

Islander East Pipeline Company, L.L.C.

Dickstein Shapiro served as project counsel to Islander East Pipeline Company, L.L.C., an equally owned, limited liability company formed between subsidiaries of Duke Energy Corporation (now Spectra Energy) and KeySpan Corporation (now National Grid US). The firm was instrumental in helping Islander East obtain a certificate of public convenience to construct a pipeline project to supply natural gas to fast-growing energy markets in Connecticut, New York City, and Long Island, New York. Dickstein Shapiro’s representation of Islander East included:

• Filing comments with the National Oceanic and Atmospheric Administration on proposed revisions to the Federal Consistency regulations filed under the Coastal Zone Management Act of 1972. Islander East’s comments described how Connecticut was using the Federal Consistency review requirement to delay the pipeline project after it had been certificated by FERC;
• Successfully defending the company against claims from a competing pipeline and the Connecticut Attorney General that the Islander East application should be consolidated with a competing application under the Ashbacker Doctrine;
• Successfully appealing to the U.S. Secretary of Commerce the denial of a permit under the federal Coastal Zone Management Act by the State of Connecticut; and
• Representing Islander East before the U.S. Court of Appeals for the District of Columbia opposing the challenge to FERC’s certification of the project, before the U.S. Court of Appeals for the Second Circuit in the appeal of the Coastal Zone Management Act permit, and before the Second Circuit in the landmark litigation relating to Connecticut’s denial of a water quality permit under the federal Clean Water Act.

Iroquois Gas Transmission System, L.P.

The firm served as project counsel to Iroquois Gas Transmission System, L.P. in the formation of the limited partnership and the development of the pipeline project. The Iroquois partnership included 12 partners with divergent and often competing interests. Dickstein Shapiro’s representation of Iroquois included:

• Structuring the Iroquois partnership agreement to retain maximum flexibility so as to accommodate the addition and withdrawal of partners;
• Coordinating the Iroquois team’s legal efforts on all regulatory work, including drafting and prosecuting Iroquois’ certificate application;
• Assisting Iroquois in obtaining all regulatory authorizations, including a certificate from FERC, which allowed the Iroquois project to be constructed in a timely manner consistent with Iroquois’ transportation contracts despite unprecedented opposition from competitors and environmental groups; and
• Successfully challenging FERC orders before the United States Court of Appeals for the District of Columbia Circuit that would have prohibited Iroquois—and thus all interstate pipelines—from discounting rates for new services. Absent the court’s intervention, FERC’s orders effectively would have rendered it impossible for pipelines to expand their systems in circumstances where discounted rates were needed.

Natural Gas Storage

Floridian Natural Gas Storage

Dickstein Shapiro serves as FERC counsel to the Floridian Natural Gas Storage Project, an inland above-ground natural gas storage facility in central Florida, which will store in excess of four BCF of natural gas in liquid form for summer peaking services. The firm participated in the conception and structuring of the project, represented the project through FERC’s pre-filing process, prepared and filed the complete FERC application in October 2007, and represented the project through the certification process. Dickstein Shapiro also represented the project in the structuring of its proposed market-based rate tariffs.

Avoca Natural Gas Storage

The firm served as project counsel to Avoca Natural Gas Storage (Avoca), the first market-area storage project to receive authority from FERC to charge market-based rates. Working on a daily basis with as many as six different Avoca project sponsors and a host of consultants, the firm compiled a Section 7(c) certificate application for the high-deliverability storage facility. In the highly competitive northeastern storage market, Avoca was challenged by several competing projects and environmental groups. Within nine months, the Avoca project received its final certificate without any material modifications. The firm represented Avoca in responding to an array of challenging rate, environmental, and jurisdictional issues at the local, state, and federal levels.

Natural Gas Supply Projects

Boundary Gas, Inc.

Dickstein Shapiro was counsel to a consortium of 13 LDCs that combined to form a two-phase project to purchase 92.5 MMcf/d of natural gas from a consortium of natural gas producers in Canada under long-term contracts. Boundary Gas was a landmark project because it was the first time that LDCs had purchased long-term base load natural gas directly from producers. Gas began flowing in 1984, and the project’s second phase expired in 2003.

Alberta Northeast Gas Limited (ANE)

Dickstein Shapiro is counsel to a consortium of 21 LDCs that combined to form a project to purchase approximately 400 MMcf/d of natural gas from four producers in Canada under long-term contracts. The ANE contracts, the largest of their kind, formed the backbone, supporting construction of the Iroquois Gas Transmission System pipeline connecting the pipeline system transiting Canada to markets in the northeastern United States. At the expiration of the initial terms of the ANE contracts in 2006, new contracts were executed for increased volumes totaling approximately 505 MMcf/d.

Liquefied Natural Gas (LNG)

Dickstein Shapiro advises clients on all legal aspects of the LNG trade, including project development; the purchase, sale, and storage of LNG; and the regulation of LNG facilities and transactions. The firm’s work includes:

• The Jordan Cove LNG Project, an LNG terminal facility located in Coos Bay, Oregon, which will be connected by pipeline to major markets through interconnections at Malin, Oregon, and which was originally conceived as an LNG import terminal. Dickstein Shapiro successfully represented Jordan Cove through FERC’s pre-filing process, filed the complete FERC application in September 2007, and represented Jordan Cove throughout the certification process. FERC authorized the project in orders dated December 17, 2009. Dickstein Shapiro is now representing Jordan Cove before FERC and the U.S. Department of Energy in connection with Jordan Cove’s proposal to modify the authorized facilities to permit the export as opposed to the import of LNG.
• The KeySpan LNG, L.P. Project in Providence, Rhode Island, jointly sponsored by KeySpan Corporation and BG LNG, U.S., which proposed to upgrade an existing LNG facility so that it would be able to receive LNG from large LNG tankers. At the time, the facility provided FERC-regulated Part 284 LNG storage service to three customers who transported LNG to the facility by truck, stored LNG in the facility, and took redelivery of LNG either by truck or in vaporized form via displacement through the facilities of New England Gas Company. The upgrades would have permitted the facility to receive marine deliveries of LNG, to continue to redeliver LNG via the facility’s existing truck loading equipment, and to increase vaporization capacity from 150 to 525 MMSCF/D. The firm represented the project from development and through FERC and related Rhode Island state processes.
• The Polar Bear LNG Project, involving delivery of LNG from Russia to a proposed terminal in Eastern Canada.
• Pepco and Cove Point LNG, on all certificate-related strategies and methods of securing favorable cost-of-service treatment of the facility’s almost entirely depreciated rate base. As part of that effort, Dickstein Shapiro devised creative rate and accounting solutions to ensure that the approved cost-based rates would allow the project to move forward and be profitable to the partners.
• A variety of shippers who are served by Southern LNG’s Elba Island LNG terminal.
• Alberta Northeast Gas Limited, as agent for northeastern natural gas LDCs, in negotiating the purchase of long-term supplies of regasified LNG from international suppliers and importers of LNG.
• MASSPOWER, a 300-MW cogeneration plant, in negotiating the purchase of vaporized LNG from Distrigas.
• Several international LNG projects and facilities, including:
  • North Star LNG Project (LNG from Western Siberia to the U.S. East Coast);
  • Tenneco Atlantic Pipeline Project (LNG from Algeria to Canada and then by pipeline to the U.S. East Coast);
  • Trinidad LNG Project (LNG from Trinidad to the U.S. Gulf Coast);
  • PacIndonesia LNG Project (LNG from Indonesia to California); and
  • PacAlaska LNG Project (LNG from Alaska to California).

Gas-Fired Electric Generation Companies

Dickstein Shapiro helps generators to secure natural gas supplies and transportation services from producers, marketers, and interstate pipelines. These companies include:

• Calpine Corporation;
• Competitive Power Ventures, Inc.;
• Constellation Power Source;
• Duke Energy Corporation;
• GenPower LLC;
• MASSPOWER;
• NRG;
• Ocean State Power;
• PG&E National Energy Group; and
• Selkirk CoGen Partners, L.P.

The firm has negotiated transportation and supply arrangements for countless electric generation projects with interstate pipelines, producers, marketers, and local distribution companies. In the post-Order No. 637 industry, the ability to work closely with clients to craft and implement innovative services is tremendously valuable. Dickstein Shapiro helps its generator clients to maximize the value of natural gas services by designing creative and flexible pipeline services and terms and conditions. Examples of these services include short-term off-peak services, short-term storage services, and interruptible services with enhanced priority. The firm also assists clients in assessing the benefits and pitfalls of FERC’s negotiated/recourse rate program for electric generators, particularly in the context of competitive pipeline projects.

Dickstein Shapiro’s attorneys are knowledgeable about the complex task for electric generators of ensuring that gas supply and transportation contracts are coordinated with and complement the requirements of electric power markets. The firm’s experience in crafting rate provisions and contracts helps to ensure that gas supply and transportation contracts are compatible with the maximum effective dispatch of the facilities at the lowest cost.

Highlights of the firm’s representation of gas-fired electric generation clients include:

• Representing a group of electric generator clients before FERC in the proceeding leading to the promulgation of Order No. 636 and its progeny. The firm also served as lead counsel for electric generators in the appeal of Order No. 636 to the United States Court of Appeals for the District of Columbia DC Circuit;
• Representing generator groups in the Order No. 637 compliance proceedings of Tennessee, Algonquin, Transco, and Texas Eastern;
• Negotiating, on behalf of electric generators, conversion of service agreements to open-access service on major interstate pipeline;
• Representing numerous electric generators in advocating for rolled-in rates on various interstate pipelines (Rolled-in rates are preferable to higher incremental rates for electric generators that require economical natural gas transportation as a prerequisite to a viable project.);
• Representing numerous electric generation projects in contract negotiations with interstate pipelines for gas transportation services and interconnection agreements;
• Filing comments on behalf of power producers relating to the proposed FERC policy on shipper complaints, pipeline expansion, pipeline operational flexibilities, and pipeline-affiliate relationships; and
• Filing comments and participating in a FERC proceeding regarding proposals to streamline the procedures for capacity release transactions and to waive the price cap for short-term capacity release transactions and interruptible and short-term firm services.

Natural Gas Utilities (Including Local Distribution Companies)

KeySpan Corporation (National Grid) Subsidiaries

The firm serves as counsel to KeySpan Corporation (now owned by National Grid US), including KeySpan electric and LDC subsidiaries in New York, Massachusetts, and New Hampshire. From 1998 to 2000, a Dickstein Shapiro partner served as in-house general counsel to KeySpan. In this capacity, the firm has:

• Counseled KeySpan in its 1998 merger with Long Island Lighting Company;
• Counseled KeySpan throughout its acquisition of Eastern Enterprises (including subsidiaries Boston Gas, Colonial Gas, Essex County Gas, and Energy North);
• Represented a variety of natural gas projects in which KeySpan was a participant, including:
  • Boundary Gas, Inc. (Canadian natural gas supply)
  • Alberta Northeast Gas Limited (Canadian natural gas supply)
  • Iroquois Gas Transmission System (interstate pipeline)
  • Islander East Pipeline Company (interstate pipeline)
  • KeySpan LNG, L.P. (LNG terminal)
  • MyHomeKey.com (home services website)
  • KeySpan Canada LLC (midstream gas processing company);
• Represented KeySpan Energy Development Corporation in the development of natural gas projects; and
• Represented KeySpan Technologies Inc. in the development of new energy technologies.

Virginia Natural Gas (VNG)

The firm served as FERC counsel to Virginia Natural Gas (VNG), the LDC serving southeastern Virginia. Highlights of the firm’s representation of VNG include:

• Advising VNG on the federal regulatory implications of its relationship with its affiliated asset manager, Sequent Energy Management, LP;
• Advising VNG with respect to jurisdictional and rate issues in connection with a potential expansion of one of its transportation-only pipelines;
• Advising VNG with respect to quality of service issues on a major interstate natural gas pipeline; and
• Representing VNG in certificate and rate proceedings of various interstate pipelines.

Atlanta Gas Light Company (AGL)

The firm served as FERC counsel to Atlanta Gas Light Company (AGL), the largest natural gas distributor in the southeast and the second largest in the United States. Highlights of the firm’s representation of AGL include:

• Advising AGL in a FERC show–cause proceeding stemming from its allocation of its interstate pipeline capacity pursuant to the Georgia deregulation program;
• Counseling AGL with respect to state legislation to amend the natural gas deregulation program to create a provider of last resort;
• Advising AGL with respect to the jurisdictional status of certain pipeline facilities;
• Representing AGL in certificate and rate proceedings of various interstate pipelines; and
• Advising AGL in its acquisition of New Jersey utility NUI.

Water Supply

Dickstein Shapiro serves as general counsel to Poseidon Water, LLC, the largest developer of major-scale seawater desalination plants in the United States. Poseidon is in the final stages of developing two 50 million gallons per day (50 mgd) desalination facilities in Carlsbad and Huntington Beach, California. Poseidon is in early stage development of multiple sites in California, Florida, and Georgia. All Poseidon sites are co-located with large scale electric power generation plants. Dickstein Shapiro represented Poseidon in its formation in 1996 and has since handled corporate, regulatory and financing matters for the developer.

Dickstein Shapiro also represented the State of North Carolina in multi-year litigation with the City of Virginia Beach, Virginia over the permitting and construction of a water supply pipeline connecting the Virginia Beach water distribution system with Lake Gaston.

Other Regulatory Matters

Dickstein Shapiro’s energy regulatory practice is comprehensive. In addition to the types of regulatory matters described above, the firm has assisted clients with the following activities:

• Drafting and obtaining approval of transmission and sales tariffs;
• Approvals of affiliates sales;
• Litigation of jurisdiction over, and rates for, station power delivery service;
• Tariffs for reactive power compensation to generators located in PJM, the Midwest ISO, and the Bonneville regions;
• Construction of transmission, generation, pipeline, and gas storage facilities;
• Department of Energy import and export authorizations;
• Local distribution company bypass;
• Stranded cost recovery; 
• Regulation of distributed generation;
• Franchise exclusivity;
• Eminent domain and utility rights-of-way;
• Retail access rules;
• Exempt Wholesale Generator status approvals;
• Qualifying Facilities certification;
• Public notice and electronic bulletin board requirements;
• Standards and codes of conduct;
• Interlocking directorates;
• Sanctity of contracts;
• Market affiliate rules;
• Prudence issues; and
• Rates of return.