Services Project Development

Kean Miller is currently representing clients in many of the largest industrial developments, facility expansions, and proposed energy projects in the region. We are engaged in high profile economic development projects in Southwest Louisiana, along the Mississippi River, and in other areas of the state. Our project development team is comprised of seasoned attorneys from a variety of legal disciplines that have in-depth project experience that includes governmental affairs and lobbying, state and local tax and economic development incentives, real estate acquisition, issuance of title policies, EPC agreements and related construction law issues, business contracts and negotiations, including master service agreements, master purchase agreements, supply agreements, and offtake agreements, labor and employment matters, utilities regulation, and environmental, health, and safety matters. Kean Miller has played an instrumental role in the successful development of numerous projects across the region for global, national, and regional companies of all sizes.

Additionally, Kean Miller counsels clients in the development and organization, site control and construction, permitting, and operational aspects of renewable and alternative energy projects, including biomass/biofuel operations, wood pulp projects, CCUS, geothermal, wind, and solar endeavors. We assist clients with environmental justice analysis and the environmental aspects of facility siting requirements. Our extensive experience with these projects extends across the southern United States.

Real Estate

Kean Miller represents local companies, investors, and Fortune 100 companies in acquisitions and divestitures of industrial and commercial real estate. We are currently involved in property acquisition for some of the most high-profile industrial, energy, and refining sites in the region. We frequently negotiate and draft contracts with architects and contractors, property managers and leasing agents, buyers and sellers of real estate, landlords and tenants, and investors. Our real estate experience includes acquisitions and sales, title insurance, tax, real estate finance, zoning, annexation, environmental matters, land use and property rights, expropriation, subdivision and development ordinances, zoning statutes, and public improvement districts.

We frequently provide opinion letters on complex Louisiana real estate issues to national counsel for some of the world’s largest lenders and project developers. We examine titles and render title opinions and we prepare title binders and policies on numerous types of industrial and commercial transactions. Our lawyers draft contracts, leases, and other real estate instruments and aid in the negotiation of contracts for acquisition and disposition of industrial and commercial facilities.

Environmental & Land Use Permitting

Kean Miller represents a wide variety of clients regarding environmental and land use permitting and related advise. We routinely assist business and industry in obtaining complex permits in the chemical, energy, petrochemical, and renewable industries. Our lawyers have extensive experience in negotiating permits with the Louisiana Department of Environmental Quality, the Louisiana Department of Energy and Natural Resources, the federal Environmental Protection Agency, the U.S. Army Corps of Engineers, and Parish and City entities. Kean Miller provides expertise in streamlining permitting processes, anticipating challenges, and addressing permitting needs proactively.

Environmental, Health & Safety

Kean Miller represents local, regional, and global companies in a wide variety of Louisiana and federal environmental matters. The Environmental Team represents clients in water issues such as LPDES permitting, SPCC requirements, TMDLs, and compliance monitoring. We have a special expertise in assisting clients with air issues such as major and minor source air permitting, New Source Review and PSD permitting, NSPS and NESHAP programs, Title V compliance and reporting, acid rain and CAIR/CSAPR compliance, Combustor MACT, ozone non-attainment regulation, EPA Risk Management Program (RMP) requirements, greenhouse gas issues, and stratospheric ozone regulation. The team regularly counsels clients with regard to issues involving solid and hazardous waste (RCRA/HSWA), the Toxic Substances Control Act, the Oil Pollution Act, Corps of Engineers dredging and wetland matters including, mitigation banking, state and local coastal use permits, radiation and NORM issues, underground injection control (UIC) issues, permitting of commercial saltwater disposal wells and E&P facilities, Bureau of Safety and Environmental Enforcement (BSEE) offshore regulations, LNDR pipeline regulations, FIFRA issues, and Safe Drinking Water Act programs.

The Kean Miller team is well versed in all federal, state, and local release reporting requirements under CERCLA, EPCRA, SARA, DOT, LDEQ, and State Police HAZMAT reporting matters for both fixed facilities and transporters. We have a great deal of experience in NEPA and state environmental assessments or impact statements for new or expansion projects and in conducting due diligence for mergers and acquisitions. We regularly assist with compliance audits, training programs and provide advice on environmental management systems. We frequently defend clients in state and federal enforcement actions including defense of criminal enforcement actions.

Kean Miller regularly assists clients in regulatory development at the federal and state levels by working with stakeholder groups, proposing regulations, analyzing proposed rules, and preparing official comments and supporting administrative records in rulemaking actions. In a number of instances, we have represented clients in judicial challenges to agency rulemaking actions.

Engineering, Procurement & Construction

Kean Miller represents clients in all manner of industrial development and project development in Louisiana. As counsel to industry, we have developed unique experience in the negotiation and development of contracts for engineering services, construction, and procurement of equipment with aggregate transaction values in the billions of dollars. We assist project owners in complying with State law, in contract negotiations, at trial, in dispute resolution proceedings such as mediations and arbitrations, and the development of agreements. We have experience with construction companies, maintenance contractors, architects, engineers, service vendors, consultants, and equipment providers. We handle legal issues in connection with contract interpretation, including drawings, specifications, change orders and back charges, lien rights and remedies, contract disputes and litigation.

Our attorneys have substantial experience in the Private Works Act, the Public Works Act, and the Miller Act. Our lawyers assist industry clients with issues involving performance and payment, bid and retainage bond rights, liability, and responsibility. On behalf of our clients, we have negotiated with owners, general contractors, subcontractors, architects, laborers, material men, bond companies, suppliers, architects, attorneys, bankruptcy trustees, bankers, and public officials. We also represent clients in lawsuits involving insurers of engineers and building owners, and suits for and against sub-contractors and architects.

Economic Development

Kean Miller attorneys have extensive experience and success in utilizing state incentive programs to minimize client cost and increase capital available for development projects. Whether clients are pursuing new projects or contemplating expansion, we identify available incentive and economic development programs, assist clients in negotiating with the appropriate state and local officials, and structure transactions to maximize client benefit. We specialize in cooperative endeavor agreements, payments in lieu of taxes, industrial tax exemptions, public-private partnerships, and state tax credits. We frequently assist companies in taking advantage of innovative and creative economic development and tax incentives, including, but not limited to: the Manufacturing Machinery & Equipment Sales Tax Exclusion/Exemption (La. R.S. 47:301; 47:305.5); Industrial Tax Exemptions (La. Const. art. VII, § 21); the Enterprise Zone Program (La. R.S. 47:1781 et seq.); the Quality Jobs Act Program (La. R.S. 51:2451 et seq.); the Tax Equalization Program (La. R.S. 47:3201 et seq.); the Industry Assistance Program (La. R.S. 47:4301 et seq.); Inventory Tax Credits (La. R.S. 47:6006);;  Recycling Tax Credits (La. R.S. 47:6005); and other economic development related incentives.

Tax

Kean Miller’s tax attorneys offer tax advice to clients at all stages of a company’s life cycle, from creation to liquidation, merger, or disposition. We represent clients who are forming business entities, reorganizing an existing business structure, or divesting or acquiring companies or property. Our experience includes the formation of all types of business entities, including joint ventures, corporations, general and limited partnerships, and limited liability companies. We routinely counsel business and company leadership with regard to financing transactions, contributions to capital, the issuance or redemption of stock and debt instruments, buy-sell agreements, executive compensation, and employee benefits. We frequently work with business owners with regard to the income tax consequences of a prospective business purchase or sale. Our attorneys have extensive experience in dealing with the federal tax consequences of mergers and acquisitions, as well as tax-free reorganizations, such as spin-offs and split offs. We also prepare protest letters concerning state and local tax assessments and appear at conferences with the taxing jurisdictions concerning the resolution of tax disputes.

Utilities Regulation

Kean Miller represents industrial consumers of power, independent power producers, telecommunications companies, and selected public utilities in proceedings before the Louisiana Public Service Commission. Representation is also provided in certain proceedings at the Federal Energy Regulatory Commission, and in other state and federal agencies and courts.

Our clients include industrial users of energy, non-utility conventional and renewable power producers and developers, local and long-distance telecommunications providers, natural gas distribution companies, water and sewer companies and intrastate oil and natural gas pipelines. We provide advice to clients on electric transmission access, interconnection and regulation, electric contract disputes and rate cases, electric transmission access and regulation, the restructuring of the electric and telecommunications market, the development of electric power projects and related contractual negotiations, the negotiation of electric service agreements, state and federal regulatory compliance, obtaining of operating certificates and approvals of acquisitions and mergers.

Representative Experience

• Project local counsel for a $10 billion LNG export terminal in Cameron Parish, Louisiana. Kean Miller represented the owner in the transaction as Louisiana real estate counsel, Louisiana energy regulatory counsel, and Louisiana and federal environmental counsel.
• Project counsel to an energy company on a $13.2 billion project financing for the initial phase of a Plaquemines Parish LNG facility and the associated pipeline. Proceeds of the debt and equity financing will fund the balance of construction and commissioning of the initial phase of the facility.
• Project local counsel for a graphite-based active anode material (AAM) production facility, a critical material used in lithium-ion batteries for electric vehicles (EVs) and other clean energy technologies. Kean Miller represented the owner in the transaction as Louisiana real estate counsel, Louisiana and federal environmental counsel, and Louisiana construction law counsel.
• Outside counsel for a multi-billion-dollar ethylene cracking and derivatives complex and an adjacent gas-to liquids complex in Calcasieu Parish. Kean Miller represented the owner as Louisiana real estate counsel, Louisiana and federal environmental counsel, Louisiana tax and environmental incentives counsel, Louisiana energy regulatory counsel, and Louisiana construction law counsel. Also acted as Louisiana counsel representing the client in connection with financing of the ethylene/derivatives complex.
• Representation of a worldwide preeminent asset management and investment firm on a potential investment in new 800 MW renewable generation project in Louisiana, including real estate, utility regulatory and environmental regulations and permitting, interconnection and power purchase agreements and related processes.
• Representation of a global asset manager and private markets investment firm in real estate, environmental, labor and employment, and energy regulatory diligence in connection with the potential investment, co-investment and debt financing for a 49% stake in industrial infrastructure company providing pipeline, storage, and electricity services.
• Representation of numerous clients on lease agreements related to property to be used as solar developments, including ownership of and security interests in solar panel systems installed on real (immovable) property, and drafting comprehensive lease agreements covering installation, lease, repair, ownership, and removal of solar panel systems, including disclosures required under state and federal law.
• Representation of an international investment fund in investigatory due diligence and preparation of associated summary diligence reports, and provided related legal advice in connection with, a potential offshore wind generation project located off the coast of Louisiana. Services included advising on related Louisiana legislation and associated regulations of the Louisiana Department of Natural Resources, including assistance with bidding on the land lease(s), the regulatory processes and any associated rulemakings of the Louisiana Public Service Commission relative to the promotion of offshore wind projects and/or pilot programs and options in Louisiana for transfer and sales of electric power from the offshore wind project, and the process for interconnection of an offshore wind project with the electric transmission grid of a Louisiana electric utility.
• Representation of a biofuels company with respect to economic development incentives, industrial real estate acquisitions, corporate documentation, environmental permitting, and governmental agency relations. The client is a diversified biofuels technology company that harnesses the power of innovation, science, and technology to enhance the world’s energy sustainability.
• Representation of multiple international clients in connection with development of a CO2 capture and reuse projects. Kean Miller assists with contractual agreements and environmental permitting, compliance, and assistance with carbon credits.
• Representation of a Louisiana-based “green fuel” company in connection with the development of an ethanol production facility in Louisiana that will produce over 100 million gallons of ethanol per year. The company produces ethanol from sugar cane and sweet sorghum crops and has three facilities in Louisiana located in Lacassine, New Iberia, and St. James, Louisiana.
• Representation of one of the leading rice hull combustion power plants in the United States, which uses an environmentally friendly biomass waste product, rice hulls, to produce energy. Kean Miller assisted the company regarding electrical regulatory matters including interconnection and offtake agreements.
• Representation of two separate pet-coke gasification projects (one for chemical production and one for syngas production) with respect to environmental permitting, CO2 marketing for EOR, pipeline regulatory, environmental impact analysis, and assistance with other aspects of project financing and development.
• Representation of multiple clean energy projects in issues surrounding the industrial tax exemption program and other statutory tax incentives for operations in Louisiana. Kean Miller worked with the developers to determine ITEP or PILOT agreements, including payment in lieu of tax arrangements, and analysis of whether the project would be eligible for tax-exempt financing. Additionally, our attorneys monitor legislation and advise the client of any pertinent bills.
• Representation of an ethanol development company pursuing the construction of a 100 MMGPY facility in the areas of energy and contract negotiations.
• Representation of numerous clients in projects using waste heat or off-gases to produce electricity, including with respect to interconnection, offtake agreements PURPA filings and other utility regulatory areas.
• Representation of an industrial facility and solar generation project developers in connection with capacity reservations under Renewable Energy Pilot (REP) standard-offer tariffs of electric public utilities.
• Representation of international chemical corporation in a Gulf Opportunity Zone refinancing where the Louisiana Local Governmental Environmental Facilities and Community Development Authority issued $250 million of revenue refunding bonds.