Projects

Overview

Miller Thomson’s Projects Group has extensive experience in advising clients on the development, financing, construction and operation of projects across a range of sectors including energy and natural resources, infrastructure, waste, water and wastewater projects. We represent a range of clients including domestic and foreign owners, developers, lenders, contractors and suppliers through the project development process, as well as on the acquisition, divestiture and finance of projects. Our Group includes dedicated projects, energy, finance and construction lawyers from each of our 12 offices across Canada. We draw from our team of other specialist lawyers, as required, to provide clients with a multidisciplinary group of experienced legal advisors tailored to any particular project.

The principal practice areas of the Projects Group are:

  • Energy and Natural Resources
    • Renewable Energy
    • District Energy
    • Energy Storage and Transmission
    • Conventional Electricity Generation
    • Oil and Gas
    • Mining
  • Construction and Infrastructure
    • Public Private Partnerships
    • Roads and Transportation
    • Waste, Water and Wastewater
    • Infrastructure Project Development
  • Project Finance and Alternative Finance

Understanding that each project is unique, we provide legal guidance in a variety of areas, including:

  • Project structuring: Advising on the appropriate legal entity for the project, based on tax, finance and residency considerations.
  • Due diligence: Advising in respect of potential acquisitions or for project finance, assisting on the evaluation of the “bankability” of the project, availability of exits, etc.
  • Initial commercial contract negotiation and drafting: Letters of intent, memoranda of understanding, non-disclosure agreements, purchase agreements, supply contracts.
  • Specialized contract negotiation and drafting: Power purchase agreements, consortium agreements, turbine supply contracts, petroleum and natural gas leases and all forms of CCDC and other standard form construction contracts.
  • Drafting project agreements: Project agreements, teaming agreements, engineering, procurement and construction (EPC) or engineering, procurement and construction management (EPCM) contracts, operation and maintenance agreements, limited partnership and other SPV agreements, integrated to ensure seamless coverage of risk for owners and lenders.
  • Permitting: Federal, provincial and municipal permitting, including specialized approvals for development on Crown lands, and including the assignment of permits and defending appeals of project approvals.
  • Environmental: Environmental assessments, contracts with environmental consultants, addressing risk associated with contaminated project sites.
  • Aboriginal: Duty to consult, joint venture documentation, limited partnerships.
  • Project financing: Loan agreements, security documents, tri-party agreements, due diligence, enforceability and permitting opinions, documentation with off-takers and regulators.
  • Sale or acquisition of projects or project assets: Securities and asset purchase agreements, comfort letters and consents from regulatory authorities, assignment of PPAs, leases and other project agreements.

Additional legal services include:

  • Tax structuring: cross-border, withholding to non-residents, capital gains and sales taxes
  • Dispute resolution and litigation

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