because solutions don’t grow on trees. -...
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Because solutions don’t grow on trees.
Climate change practice: Carbon May 2009
It is the “sheer breadth” of Linklaters’ Climate Change Practice that is repeatedly singled out by satisfied clients.
Chambers Europe 2008
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Ready for change. You can rely on our in-depth knowledge of this rapidly expanding market. As the leading premium global law firm we have considerable experience of advising corporates, hedge funds and financial institutions on their most complex and innovative assignments. Our climate change practice is able to provide clients across the globe with expert legal advice delivered by lawyers with a deep understanding of the market. Some of the highlights which we are able to disclose include advising a Japanese bank in its role as arranger and lead manager in an award-winning transaction for a USD25m CER-linked notes issued by the World Bank, advising the World Bank in relation to the monetisation of the Adaptation Fund, advising a major investment bank in relation to one of the most significant domestic US trades to date and advising on the strategic acquisition of Climate Care by JPMorgan’s Environmental Markets Business.
We have advised on the sale and purchase of CERs from CDM projects across the developing world and in particular in China, India and South America, employing a wide variety of structures. We have also advised on Joint Implementation projects in Central and Eastern Europe, Russia and Ukraine. We have assisted clients on the establishment of secondary market trading structures and documentation within the EU ETS and within the important emerging North American market. The practice is regularly instructed to advise on new and innovative ways of structuring investment vehicles (including carbon funds) for investing in China, Eastern Europe and the Middle East. We have advised global corporates and investment banks on the acquisition and divestment of equity interests in business invested in the carbon finance sector. We are members of both ISDA and IETA and actively contribute to the development of new market standard trading documentation.
Linklaters is widely recognised as a market leader in the voluntary emissions markets in both the US and Europe and has worked with a number of investment banks on their voluntary markets acquisitions and strategy. We also have experience in the developing area of forestry: assisting in the drafting of laws and the development of regulatory strategy in relation to reducing emissions from deforestation and degradation (REDD), forestry and land-use rights; and assisting a project developer in the Democratic Republic of Congo to develop a combined CDM and VCS forestry project.
We are an important contributor to the dialogue between industry and government on the decarbonisation of the leading economies. In the UK, we have participated in CBI working groups on carbon reporting and the international negotiations for a new climate deal. We have also worked with the UK Green Buildings Council on their report proposing a statutory code for sustainable buildings. We chair the Legal Sector Alliance subcommittee on climate policy. We actively participate in the Carbon Capture and Storage Association, Carbon Markets Industry Association and IETA working groups.
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Highlights from our team’s experience.
Acquisition of ClimateCare: advising JPMorgan Chase on the acquisition and integration of ClimateCare into its environmental markets business. ClimateCare is one of the leading providers of offset services to consumers and businesses and has a significant origination business. The transaction involved detailed due diligence of ClimateCare’s credit portfolio, considerable structuring advice and advice on sector-specific regulatory risks.
Adaptation Fund: advising the World Bank on its role as trustee and on the monetisation of the Adaptation Fund.
CDM: advising a major investment bank in relation to the operation of its standard ERPA, incorporating new regulatory changes and risks into these terms.
CDM: advising a US hedge fund on the creation of a joint venture carbon company to develop and finance projects throughout the world.
CDM/JI: advising carbon company Greenstream Network Plc on its role of carbon manager in the EBRD’s Multilateral Carbon Credit Fund, including drafting fund structure documentation employing an innovative structure to ringfence liabilities and minimise cross-default risk.
CDM/JI: advising a French investment bank on its potential equity investment in a leading global carbon company, including reviewing the carbon company’s exposure to market risk given its portfolio and business model, and extensive due diligence.
Financial Regulation: advising multilateral development bank on regulatory issues arising from trading carbon in the US, Asia and Europe.
CER-Linked Notes: acting for Daiwa Securities SMBC Europe Limited as dealer and lead manager in relation to the USD25m CER-linked notes due 2013 issued by the International Bank for Reconstruction and Development – this deal achieved landmark status in the mtn-i Landmark Deal Awards 2008.
CER Structured Notes: advising Mitsubishi UFJ Securities as dealer and lead manager on the issue of CER Structured Notes by the International Bank for Reconstruction and Development.
China CDM: advising two US investors on the acquisition of a syndicate member’s interest in a syndicate purchasing CERs from an HCFC destruction project in China - one of the largest structured acquisitions of carbon credits.
China CDM: advising on the involvement of an international investment bank in a carbon procurement fund through the off-take of CERs.
China CDM: advising a major investment bank on the legal documentation and liability risks in relation to its involvement in a new carbon procurement fund established by a carbon company acquisition vehicle sourcing credits from a large nitrous oxide project in China - one of the largest CDM projects registered.
China CDM: advising an international investment bank on the acquisition of interest in an existing carbon company CER acquisition vehicle under the World Bank Umbrella Carbon Fund.
China CDM: advising a Japanese consortium on the groundbreaking development of an HFC-23 decomposition CDM project in China for Ju-Hua and the related sale of CERs - one of the earliest CDM projects to be approved in China.
Americas
Asia / Middle East
Europe
Africa
CDM
JI
EU ETS
VER
Forrestry
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CDM: advising CO2e.com, a major broker, on regulatory issues and risks arising from becoming a project participant and on its standard form escrow arrangements for holding cash and CERs.
CDM: advising banks, governments, hedge funds and corporates in relation to numerous secondary market trades (including CER/EUA swaps) and related standard form documentation.
CDM: advising a major investment bank in relation to the regulatory issues surrounding delivery risks and settlement of CER trades and on the adoption of project participant status in different jurisdictions within the EU.
CDM: advising the Grand Duchy of Luxembourg on its carbon procurement programme, including all legal aspects relating to its acquisition of CERs from a landfill gas project in El Salvador and three wind farm projects in China.
CDM: advising a major broker in relation to the establishment of an auctioning platform and related documentation.
CDM: advising on a framework agreement for project development and CER offtakes from CDM projects in the Middle East.
EU ETS: advising several global corporates, including Anglo American, Billiton and BP, in relation to novation of existing EUA trades, swap agreements and bilateral EUA trades.
EU ETS: advising on a multi-jurisdictional EUA trade and swap agreement for a leading commodities trader.
India CDM: advising Noble Carbon Credits in connection with a number of trades of CERs including from HFC and fuel switching projects in India.
JI Eastern Europe: advising JBIC and the commercial lenders on the financing of the first wind farm in Bulgaria at Kaliakra, financed in part by the revenue from the sale of emission reduction units (ERUs) under the Kyoto Protocol.
JI Russia: advising a major investment bank out of both our London and Moscow offices in its negotiation of an investment agreement for an innovative Russian JI gas pipeline project.
JI Ukraine: advising a major investment bank on its negotiation of a JI ERPA with a Ukrainian Counterparty in respect of a Ukrainian mining project, including providing advice on various complex transfer, issuance and delivery risk issues and technical queries associated with selling Ukrainian ERUs to a non-Ukrainian counterparty.
REDD: assisting an African government and a Liberian NGO, each on a pro bono basis, in relation to REDD, forestry and land-use rights, in particular drafting legislation relating to land and eco-system rights in forest areas.
South America CDM: advising a large chemicals company on all matters relating to the CDM and sale of CERs from its Quimobàsicos HCFC plant, one of the few developing country sellers to have been selling through an auction process.
Secondary Market: advising a major investment bank on a secondary market trade under ISDA incorporating risk of non-delivery as a result of project failure and other CDM - specific risks and regulatory matters.
South America CDM: advising Comexhidro on the sale of CERs from three hydroelectric projects in China, including advice on particular issues in relation to the application of the World Commission on Dams criteria.
US Emissions: a US investment bank on its ground-breaking strategic alliance with Blue Source LLC, including the purchase of an equity stake in Blue Source LLC. The strategic alliance combines the bank’s global leadership in commodities trading and financial risk management with Blue Source’s leading climate change portfolio.
Forestry CDM project: assisting a community-based project developer in relation to a ground-breaking agro-forestry project in the Democratic Republic of Congo. The project will sequester CO2 through a unique combination of fast-growing plantations and the reduction of soil erosion and deforestation. Social benefits also include the supply of charcoal to the capital city, Kinshasa, through sustainable fuel-wood production and the creation of local jobs. The project is the first of its kind to seek to combine accreditation under both the CDM and the VCS in parallel. Dual accreditation is sought so that the project may generate both CERs and VERs for two buyers with differing interests: one being the emissions trading JV and the other an international development bank. Consequently, the two ERPAs required a high level of harmonisation and had to address a number of complex issues. Amongst those were the variation in the treatment of permanence risk and the verification and issuance procedures of the two certification standards. The risk of double counting also had to be mitigated through contractual protection to preserve the environmental integrity of the project.
VERs: advising in relation to drafting standard form documentation for the global voluntary carbon business for a major investment bank.
VERs: advising on one of the largest offsetting services agreements in the voluntary market to date, between a leading investment bank and a consumer products manufacturer. The deal closed at the height of the current financial crisis, creating a challenging environment for negotiation of commercial and legal terms.
Vanessa Havard-WilliamsTel: +44 20 7456 [email protected]
London
Stan RenasTel: +1 212 903 [email protected]
New York
Rhian RobertsTel: +44 20 7456 [email protected]
John PickettTel: +44 20 7456 [email protected]
Amy MerrillTel: +44 20 7456 [email protected]
Chris StaplesTel: +44 20 7456 [email protected]
Hirofumi TabaTel: +44 20 7456 [email protected]
Tokyo
Emmanuel MoyneTel: +33 1 56 43 57 [email protected]
Nathan DoddTel: +65 6890 [email protected]
Chin Chong LiewTel: +852 2842 [email protected]
Hong Kong
André Júdice GlóriaTel: +35 1218640059 5059andré[email protected]
Lisbon
Hugo StolkinTel: +7 495 797 [email protected]
Moscow
Eric LiuTel: +86 21 2891 [email protected]
Thomas NgTel: +86 10 6505 8590 [email protected]
Beijing
Jorg FriedTel: +49 302 1496 [email protected]
Berlin
Paris
Singapore
Eduardo LimaTel: +55 113 024 [email protected]
São Paulo
Jonathan FarrellTel: +48 22 526 [email protected]
Warsaw
Giovanna LandiTel: +39 028 8393 [email protected]
Milan
Our core team.
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Vanessa Havard-WilliamsTel: +44 20 7456 [email protected]
London
Stan RenasTel: +1 212 903 [email protected]
New York
Rhian RobertsTel: +44 20 7456 [email protected]
John PickettTel: +44 20 7456 [email protected]
Amy MerrillTel: +44 20 7456 [email protected]
Chris StaplesTel: +44 20 7456 [email protected]
Hirofumi TabaTel: +44 20 7456 [email protected]
Tokyo
Emmanuel MoyneTel: +33 1 56 43 57 [email protected]
Nathan DoddTel: +65 6890 [email protected]
Chin Chong LiewTel: +852 2842 [email protected]
Hong Kong
André Júdice GlóriaTel: +35 1218640059 5059andré[email protected]
Lisbon
Hugo StolkinTel: +7 495 797 [email protected]
Moscow
Eric LiuTel: +86 21 2891 [email protected]
Thomas NgTel: +86 10 6505 8590 [email protected]
Beijing
Jorg FriedTel: +49 302 1496 [email protected]
Berlin
Paris
Singapore
Eduardo LimaTel: +55 113 024 [email protected]
São Paulo
Jonathan FarrellTel: +48 22 526 [email protected]
Warsaw
Giovanna LandiTel: +39 028 8393 [email protected]
Milan
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Biographies. Americas
Stan Renas New YorkTel: +1 212 903 [email protected]
Stan is a partner based in New York, focusing on the emerging US carbon market. Stan’s practice has historically focused on structured energy and commodity transactions, including project finance. He has recently advised on one of the largest intra-US carbon trades in the carbon market to date, and regularly advises clients on emerging US cap and trade schemes.
Asia
Nathan Dodd SingaporeTel: +65 6890 [email protected]
Nathan is of Counsel in our Singapore office and has considerable experience of energy and finance projects in South East Asia, including recent experience of projects in India, Thailand, Brunei, Pakistan, Philippines, Indonesia and Bangladesh. Nathan has advised investment and development banks, global industrials and project developers in relation to monetising emissions reductions and on transacting in the secondary market. Chin Chong Liew Hong KongTel: +852 2842 [email protected]
Chong is a partner in the Hong Kong office with deep experience of derivatives transactions. He advises market participants in relations to trading CERs from a Hong Kong law perspective and is an important part of our Asia Climate Change Practice.
“ This ‘marvellous and tremendously supportive team’… continues to be an ‘significant and effective player’”
Environment, Chambers UK 2008
Eric Liu BeijingTel: +86 21 2891 [email protected]
Eric Liu is a Chinese law qualified Managing Associate in our Shanghai office with considerable experience in emissions trading contracts, CDM projects and procedures and carbon procurement vehicles. He advises regularly on all aspects of Chinese commercial law with respect to project finance, joint ventures and structured investment products in the People’s Republic of China. Eric regularly advises investors in relation Chinese regulatory issues and on discussions with regulators including the NDRC. Eric is fluent in Mandarin and English.
Thomas Ng BeijingTel: +86 10 6505 8590 [email protected]
Tom is a partner specialising in projects and project finance in China and has a professional background in electrical engineering. He has also worked on multiple power and infrastructure projects, including Clean Development Mechanism projects. He is an expert advising on inward investment into China and regularly advises clients in relation to discussions with Chinese regulatory authorities, including the NDRC.
Hirofumi Taba TokyoTel: +44 20 7456 [email protected]
Hirofumi is a Managing Associate in the Tokyo office. His practice involves advising leading banks and financial institutions and he has recently negotiated with the Japanese Financial Services Agency on regulatory issues relating to carbon trading. He also assisted in relation to the acquisition by a Japanese corporate of Kyoto allowances using a Japanese trust. Hirofumi is currently on secondment in London.
Europe
Vanessa Havard-Williams LondonTel: +44 20 7456 [email protected]
Vanessa is a partner and global head of Linklaters’ Environment and Climate Change Practice. She has extensive experience in relation to the development of new climate and sustainability regulation and its application to project finance, funds, real estate and M&A transactions. She is the leading legal expert on the application of sustainability policies to commercial transactions, including carbon finance, and advises on climate policy for the built environment, energy efficiency regulation and climate litigation. Chambers UK 2009 recognised Vanessa’s expertise, describing her as “well liked and respected across the market” for her “frank, honest advice”. Her “assertive approach” and ability to “transform complex legal issues into an easy to understand form” have won her a solid stable of fans.
Chris Staples LondonTel: +44 20 7456 [email protected]
Chris is a partner and a specialist in carbon finance and climate change and environment-related energy regulatory issues. He is widely recognised as one of the UK’s leading specialists in this area. Chris’s regular clients include European Governments, leading investment banks, hedge funds and corporates. In particular, Chris specialises in structuring complex emissions transactions and has worked on some of the largest structured emissions trades and carbon investments in recent years. Chambers UK 2009 recognised Chris’s expertise, describing him as “standing out for his skills in emissions trading and carbon capture and storage matters”.
Amy Merrill LondonTel: +44 20 7456 [email protected]
Amy is a Managing Associate in the Environment Group who focuses on carbon finance and climate change law and policy. Amy is recognised as one of the up and coming individuals in this area by independent market observers. Chambers UK 2009 described Amy as “talented at carbon-based transactions” and lauded by clients for her “technical excellence and willingness to go the extra mile.” Her practice includes advising clients on some of the most significant and difficult transactions in the emissions trading market to date, including a carbon fund structured by EBRD, first of a kind trades in VERs for Linklaters’ investment bank clients and a combined CDM/VER forestry project in West Africa.
John Pickett LondonTel: +44 20 7456 [email protected]
John is a partner with 12 years of experience of financings in the clean energy sector around the globe. John advises a wide range of market participants on the development, acquisition and financing of assets in the clean energy sector and on the trading of green certificates and other environmental commodities, including carbon. He is widely regarded as the go to adviser in relation to “first of a kind” renewables financings and has led on many of the most significant deals in this sector in recent times. Chambers UK 2009 recognised John’s expertise, describing him as “a tireless driving force in the (renewables) market… whose dedication in this field has been noted”.
Rhian Roberts LondonTel: +44 20 7456 [email protected]
Rhian is a Managing Associate specialising in a wide range of commodity derivatives transactions including carbon derivatives. Recent advice includes advising Daiwa Securities SMBC Europe Limited as dealer and lead manager in relation to the USD25m CER-linked notes due 2013 issued by the International Bank for Reconstruction and Development.
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Jonathan Farrell WarsawTel: +48 22 526 [email protected]
Jonathan provides legal counsel to Polish and inward investors in relation to transactions carried out in both Poland and the UK. He has advised on various cross border transactions in Central and Eastern Europe. Jonathan is experienced in providing legal advice in connection with a broad range of environmental matters, including advising on EU ETS compliance issues and Joint Implementation project regulatory requirements in Poland. Jörg Fried BerlinTel: +49 302 1496 [email protected]
Dr. Jörg Fried is a German Attorney (Rechtsanwalt) and Solicitor (England & Wales) and works as Counsel in the areas of energy and carbon trading, financial derivatives and structured finance. Jörg has many years’ experience advising on transacting carbon credits and other energy commodities, including under ISDA, IETA and EFET documentation.
André Júdice Glória LisbonTel: +35 1218640059 5059andré[email protected]
André advises a wide variety of investment banking, commercial banking and corporate clients, mainly in the areas of structured finance and derivatives. His recent experience with environmental matters includes advising Iberian industrial corporate entities in the negotiation, drafting and execution of EUA swaps and bilateral trades.
Giovanna Landi MilanTel: +39 028 8393 [email protected]
Giovanna is a Managing Associate in the Milan office and heads a dedicated team of environment, energy and administrative lawyers. Giovanna was recently part of a national group of experts assisting the Italian Ministry of Environment and the private sector in relation to the Italian strategy for the reduction of emissions and the development of international projects provided by the CDM. Giovanna regularly advises Italian corporates on environmental market opportunities and transactions including the CDM and JI mechanisms.
Emmanuel Moyne ParisTel: +33 1 56 43 57 [email protected]
Emmanuel is of Counsel in the Litigation and Arbitration practice of Linklaters in Paris. With more than 12 years’ experience in white collar crime, commercial and civil litigation, Emmanuel has a recognised expertise in criminal and civil environmental cases. He handles both domestic and international matters. Emmanuel is a former Secrétaire de la Conférence of the Paris Bar and a lecturer in Criminal Environmental Law (M2 Droit de l’environnement, Université Paris-Sud 11).
Hugo Stolkin MoscowTel: +7 495 797 [email protected]
Hugo is a partner in our Moscow office with considerable experience of advising Russian corporates and financial institutions and ‘expertise’ on inward investment into Russia. He has a particular focus on energy and natural resources being involved in some of the most significant Russian deals of recent years. Through his sector focus, Hugo has been actively involved in advising on investment in Joint Implementation (JI) projects in the Russian Federation and on the Russian regulatory process for JI project approval.
The group… described by commentators as a team “at the top of its game” it offers a “unique balance of expertise and knowledge.
Environment, Chambers UK 2009
Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. The term partner in relation to Linklaters LLP is used to refer to a member of the LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of
the members of Linklaters LLP and of the non-members who are designated as partners and their professional qualifica-tions is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com.
Please refer to www.linklaters.com/regulation for important information on our regulatory position.
© Linklaters 2009
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linklaters.com
Point of contact for the team:Chris StaplesTel: +44 20 7456 [email protected]
Linklaters LLPOne Silk Street London EC2Y 8HQTel: (44-20) 7456 2000 Fax: (44-20) 7456 2222