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Dickstein Shapiro helps clients to structure transactions to eliminate or minimize regulatory oversight under the FPA, the Natural Gas Act, the Public Utility Holding Company Act (PUHCA), state statutes, and federal and state codes and standards of conduct. The firm also conducts regulatory due diligence for its clients and helps them to obtain federal and state approvals, declaratory orders, and no-action letters for transactions.

The firm has developed and implemented regulatory strategies for the following types of transactions:

• Establishment of a new company to provide operating services to unregulated generation and affiliated utility generation;
  
• Development of a strategy for an operator to control foreclosed generation assets while shielding lenders from energy regulatory oversight;
  
• Establishment of an entity to provide control area services without becoming a public utility under the PUHCA;
  
• Development of a structure for a hedge fund to engage in FERC-regulated power sales without subjecting its utility securities trading activities to FERC oversight;
  
• Development of and obtaining regulatory approvals for new nuclear unit development;
  
• Counseling clients on the provision of transmission operating services without becoming a public utility under any federal or state law;
  
• Development of structures for the ownership of transmission and other utility assets without becoming subject to regulation as a public utility holding company under the PUHCA, or as a public utility under the FPA;
  
• Development of ownership and loan structures to facilitate purchase of Qualifying Facilities by electric utility affiliates;
  
• Development of ownership and operational structures to facilitate obtaining Exempt Wholesale Generator status;
  
• Spinoff by owner of hydro-generation facilities of a smelting facility and the negotiation of power sale and transmission arrangements to support continued electric service to the smelter; and
  
• Monetization of QF contracts for fuel supply and transportation and peaking service supply.

Dickstein Shapiro has obtained federal and/or state regulatory approvals for the following transactions:

• Pepco’s sale of 6000 MW in three transactions involving Mirant Corporation, Allegheny Power, PPL Corporation, and Pepco Energy Services, Inc.; 
  
• KeySpan Energy Corporation’s purchase of the 2100 MW Ravenswood facility from Consolidated Edison, Inc., and later the sale of Ravenswood to TransCanada;
  
• Duke Energy Corporation’s sale of eight generation facilities, totaling 6200 MW, to LS Power Group and the sale of its marketing subsidiaries trading book to Barclays PLC;
  
• Reliant Energy’s sale of the Bighorn generating facility to Nevada Power Company;
  
• Elkem Metals Company’s sale of its equity interest in hydro- generation facilities;
  
• Blanket authorizations for the public utility subsidiaries of Kelson Holdings LLC to support the private placement of Kelson Holdings’ securities and the subsequent resale of those securities to other investors;
  
• Central Hudson Gas & Electric Company’s sale of the 500 MW Danskammer plant to Dynegy Inc.;
  
• Consolidated Edison, Inc’s, Niagara Mohawk Power Corporation’s, and Central Hudson Gas & Electric Company’s sale of the 1500 MW Roseton generating plant to Dynegy Inc.;
  
• KeySpan Corporation’s acquisition of Eastern Enterprises and Energy North;
  
• NYPA’s sale of two nuclear plants to Entergy Corporation;
  
• City of Denton, Texas’ sale of two hydroelectric plants to PG&E Generating;
  
• Duke Energy Corporation’s sale or purchase of interests in the following electric generating projects:
  
  • Audrain Project
    
  • McClain Project
    
  • New Albany Project
    
  • Frederickson Project
    
  • Madison Project
    
  • Vermillion Project
    
  • CinCap Project;
• TransCanada Pipeline Limited’s acquisition of a hydroelectric plant in New York from International Paper Company;
  
• Invenergy LLC’s acquisition of the controlling interests in Hardee Power Partners Limited, the owner of a 370 MW power plant;
  
• NRG Energy, Inc.’s sale of the Audrain generation facility to Ameren Services; and
  
• Constellation Energy Commodities Group’s acquisition of full requirements contracts to serve more than 3000 MW of cooperative loads in Georgia.

The firm also counseled registered holding companies, such as KeySpan Corporation, as well as non-holding companies and their affiliates, on PUHCA 1935 compliance issues, including financings, securities and asset acquisitions and sales, affiliate transactions, and obtaining SEC approvals for jurisdictional transactions. The Commission continues to counsel clients on compliance issues under PUHCA 2005.

Dickstein Shapiro has conducted regulatory diligence for the acquisition of energy assets offered for sale, lease, or inclusion in joint ventures by, among others, Enron Corporation; Atlantis Energy Systems, Inc.; Mirant Corporation; Dynegy Inc.; El Paso Corporation; Panda Energy International, Inc.; and Calpine Corporation. The firm has assisted the following clients, among others, with regulatory due diligence:

• Constellation Energy Group;
• Competitive Power Ventures Inc.;
• Invenergy LLC;
• Kelson Energy;
• Reliant Energy, Inc.;
• Warburg Pincus LLC;
• KeySpan Corporation;
• LS Power Group;
• Duke Capital Corporation;
• Duke Energy Corporation;
• TECO Energy;
• Pepco;
• Loews Corporation;
• TransCanada PipeLines Limited;
• PSEG Enterprises;
• NYPA;
• AGL Resources Inc.;
• GFI Investments/Oak Tree Capital Management, L.P.;
• Northland Power Income Trust; and
• Hafslund Power Generation.

Dickstein Shapiro often conducts due diligence in connection with the sale or purchase of natural gas and LNG companies and assets. The firm has assisted the following clients, among others, with due diligence:

• KeySpan Corporation in its acquisition of Eastern Enterprises (and its subsequent divestiture of Midland Barge Company);
  
• KeySpan Corporation in its acquisition of Algonquin LNG;
  
• Atlanta Gas Light in its acquisition of NUI;
  
• Terasen Corporation in its acquisition by Kinder-Morgan Energy Partners;
  
• Loews Corporation on regulatory, corporate, and tax matters relating to its more than $1 billion acquisition of Texas Gas Transmission Corporation from The Williams Companies, Inc.;
  
• Pepco Enterprises in connection with the purchase and sale of a 50- percent interest in the Cove Point pipeline and LNG terminal;
  
• PanCanadian Energy Corporation on U.S. regulatory issues in its merger with Alberta Energy Company Ltd.;
  
• A prospective purchaser of Citrus Corp. and its interest in Florida Gas Transmission Company;
  
• A prospective purchaser of Northern Border Pipeline Company;
  
• A financial services company on the proposed acquisition of a majority interest in another company that operates intrastate pipeline and gathering facilities in Ohio and Pennsylvania;
  
• Trans Mountain Pipe Line Company Ltd. in connection with its acquisition of two interconnected oil pipelines–Express Pipeline LLC and Platte Pipe Line Company; and
  
• A large international energy company in its effort to acquire Duke LNG.