Stikeman Elliott has more sectoral-restructuring experience, both in Canada and abroad, than any other Canadian law firm. We have advised on most of the major federal privatizations, including several in the regulated sectors of telecommunications (e.g., Teleglobe) and transportation (e.g., Air Canada, Canadian National Railway and Nav Canada).
We have a wealth of experience in the electrical and other energy sectors both in Canada and abroad. We offer participants in the electrical sector:
- In-depth understanding of legislation and regulation, and particularly of the implications of Ontario's new Energy Competition Act;
- Wide experience in the commercial side of the industry, particularly in negotiating with public sector electrical utilities;
- The ability to negotiate successful amalgamations, mergers, alliances and partnerships on behalf of entities in the electrical sector; and
- Lawyers who are dedicated to understanding both the business and the public-policy issues that clients in the sector face.
Knowledge of Legislation
We were chosen through a competitive bidding process as Canadian and Ontario counsel to the Market Design Committee, which was responsible for setting up the future framework for Ontario's electrical sector. This assignment included advising on the drafting of the Energy Competition Act, which sets out parameters of the restructured electrical sector for Ontario. Our specific work for the Committee included:
- Commenting on drafts of the legislation and meeting with provincial legal advisers and representatives of various ministries in order to help ensure that the Committee's recommendations were reflected in the Bill and the final legislation;
- Advising the Committee on the legal dimension of all aspects of its mandate, including such areas as competition law; and
- Advising on all aspects of electrical sector design and regulation in Ontario and Canada.
Commercial Experience in the Electrical Sector
Stikeman Elliott has a proven track record in the commercial sphere, whether acting for private-sector clients, public-sector entities, or for the public-private partnerships that are an increasingly important element in providing services to the public. In carrying out commercial transactions in the electrical and other energy sectors, we have developed a thorough understanding of the need to address the concerns of a wide variety of stakeholders.
For energy-sector participants in Ontario and elsewhere, we are advising on a wide range of issues as energy markets are restructured and convergence becomes prominent. Our advice covers such areas as acquisitions of infrastructure and/or companies; development of power generation; and energy trading.
Our work on independent power generation projects includes a comprehensive range of legal advice, including:
- Obtaining environmental permits at the local, provincial and federal levels, land use approvals, approvals for electrical transmission and, in some cases, gas transmission lines, and other regulatory approvals, as required;
- Representing clients at environmental hearings and/or public meetings; and
- Negotiating and drafting all major contracts, including equipment, procurement and construction contracts, purchase agreements, supply agreements, land purchases, leases and servicing easements and financing documents.
On the last of these points, we frequently negotiate a range of agreements and contracts with domestic hydroelectric utilities, as well as rights-of-way and easements with local municipalities, private individuals and other parties.
Ontario, as a large market, has been the first jurisdiction in Canada to see a real-time electrical trading market. Market participants must consider whether to use various electricity-based derivative products to take or hedge future positions arising from, or supplementing, long-term contracts. Because this is very much a developing market, participants will need first-rate advice on the drafting of a new category of derivative documentation.
Stikeman Elliott is the country's leading firm in this area. We are the only firm to be rated "most frequently recommended" (the highest rating) for derivative products by the 2006 Canadian Legal Lexpert Directory, which surveys both private practitioners and corporate counsel.
Our Derivative Products Group is extensively involved in both the private and public derivatives markets. The group has advised on a wide range of derivative products, including swap and other agreements in the deregulated energy sector.
We are counsel to numerous leading financial institutions and dealers in Canada and elsewhere, as well as major corporate and mutual fund users, provincial governments and Crown corporations, and are Canadian counsel to the International Swaps and Derivatives Association, Inc. We were principal authors of the Canadian legal opinions for the 1987 and 1992 ISDA master swap agreements.
Transmission
As lead counsel to the Independent Power Producers Society of Ontario (IPPSO), Stikeman Elliott was a lead participant in the Ontario Energy Board hearings that designed the transmission rate structure that currently applies to Hydro One Networks.
Stikeman Elliott has acted as regulatory counsel to Ontario's Independent Market Operator (IMO), a mandate that has included:
- Providing advice on amendments to the Electricity Act, 1998, the Market Rules and the Transmission System Code; and
- Appearing before the Ontario Energy Board and the National Energy Board on transmission, connection and international power line construction regulatory applications.
The firm has also acted as legal counsel to an independent power producer seeking to construct transmission interconnection facilities.
Stikeman Elliott was legal counsel to Alberta's transmission administrator, ESBI Alberta Ltd. This mandate included:
- Providing advice in connection with all applicable regulatory matters, including appearing for ESBI before the Alberta Energy and Utilities Board in tariff approval hearings and interventions;
- Providing advice concerning the negotiation and preparation of commercial contracts with electricity industry participants from Alberta and neighbouring jurisdictions, including system support service agreements, interconnection agreements and related contracts; and
- Providing advice relating to ESBI's participation in the Independent Assessment Team's design of Alberta's power purchase arrangement auction and subsequently providing counsel in the auction process.
Power Regulation
Stikeman Elliott acted as counsel to Ontario's Market Design Committee, which was responsible for establishing the framework for the province's electricity deregulation process. This important mandate, awarded after a competitive bidding process, included advising on the drafting of the Electricity Act, 1998 and the Ontario Energy Board Act, 1998 - the key legislation in the deregulation process. The firm also acted as lead counsel on all market mitigation matters, including negotiations with Ontario Power Generation Inc.
Members of Stikeman Elliott's Energy Group appear regularly before national and provincial energy boards. Toronto partner Glenn Zacher is co-author of Energy Regulation in Ontario, the leading text on regulatory practice in the energy sector and Calgary's Kemm Yates Q.C. is recognized in the 2006 Guide to the Leading 500 Lawyers in Canada for his energy regulation expertise.
The firm is acting as counsel to ENMAX Corporation, the City of Calgary's electric utility, a mandate that has included:
- Assisting in restructuring and preparing for the deregulation of Alberta's electricity industry; and
- Advising in connection with various acquisition, development and joint venture opportunities.
Stikeman Elliott's expertise in energy deregulation and market design has resulted in a number of important international mandates. Perhaps the most significant of these was the firm's mandate to advise the Government of Hungary with respect to the privatization of Hungary's state electricity companies, which was followed with further electricity industry mandates in that country and across south-eastern Europe.
Power Generation and IPPs
In Canada and internationally, Stikeman Elliott has a proven record as counsel to independent power producers. The firm's extensive knowledge of deregulation and market design issues, derived from its close involvement in electricity market reforms in Canada and Eastern Europe, is recognized by IPPs as a significant asset.
Energy Group members Jim Harbell and Brenda Hebert have acted in three of the four major power plant projects in Ontario to date. These include advising Sithe Energies Inc. on the development of two 800 MW merchant generation facilities in Brampton and Mississauga, and advising Coral Energy Inc. in the negotiation of a gas/power tolling agreement for the planned Atco Power 580 MW generation facility in Windsor. The Sithe Energies development is among the largest project finance deals in Canada to date, valued at nearly $1 billion. The construction of Goreway Station adheres to a 20-year accelerated clean energy supply agreement with the Ontario Power Authority, one of the OPA's initiatives to address the critical need for additional power in the Greater Toronto Area. The project required a provincial level environmental review similar to an environmental assessment. Work conducted by the firm included environmental screening, project finance, material project contracts including construction and fuel supply and government and power purchase RFP processes.
Stikeman Elliott has also acted as lender's counsel in numerous transactions, drafting and negotiating loan and security documentation, co-ordinating construction advances and term loan conversions, performing due diligence review, performing risk analyses relating to environmental matters, and structuring various business entities.
Wind Power
Wind energy is one of the fastest-growing power sources in Canada. While Alberta and Quebec have led the way, virtually every Canadian jurisdiction has wind power in production or at an advanced planning stage. This impressive growth has been matched by an increase in industry and investor interest - and by a need for creative, responsive and experienced legal counsel.
Stikeman Elliott's Energy Group, one of the country's top-ranked energy practices, is among Canada's leading advisors to the wind power sector. A wide range of industry participants, including developers, purchasers, suppliers and financing entities, depend on the Group's experience in wind power development, debt and equity financing, mergers and acquisitions and related regulatory processes.
As well as servicing domestic clients, the Stikeman Elliott wind power practice provides legal services to a variety of U.S. and European-based entities on their structurings and in relation to their search for opportunities in this sector. As a full-service business law firm, we also provide wind energy clients with the advice they need on taxation, employment law, corporate governance and technology and intellectual property matters.
Our experience includes acting for:
- PPM Energy, a subsidiary of ScottishPower, one of the largest wind power developers in North America, in respect of various wind power developments in Western Canada;
- The agents in SkyPower Wind Energy Fund LP's $77 million prospectus offering of flow-through limited partnership units to fund, in part, the construction of a 201 MW wind energy project near Riviere-du-Loup, Quebec; and
- The agents in AirSource Power Fund I LP's $65 million prospectus offering of flow-through limited partnership units to fund the investment in entities that intend to construct and operate a 99 MW wind energy project near St. Leon, Manitoba.
•
