Covington represents industry-leading oil and gas companies in proceedings and transactions involving a wide variety of downstream activities, including pipeline transportation of natural gas, crude oil, and refined products, refining of oil and processing of petrochemicals, commodities trading, wholesale fuel distribution, and retail fuel marketing. For clients involved with such activities, we have appeared before courts and arbitral tribunals in a variety of disputes, dealt with regulators such as the FERC, CFTC, FTC, DOJ, European Commission and EPA, and advised parties in a variety of M&A and financing transactions.
Litigation, Arbitration & InvestigationWe have represented oil and gas clients in some of their most significant disputes. Notable work includes:
CIVIL LITIGATION
Insurance Coverage Litigation
- Lead trial counsel for a major integrated oil and gas company in its lawsuit against more than 100 insurers over more than $2 billion of coverage for environmental cleanup liabilities associated with some 5,000 sites.
- An energy company in obtaining a global nine-figure resolution from its historic CGL insurers for widespread environmental cleanup liabilities at refineries and other operational sites.
- An oil refinery in a significant business interruption insurance claim that resulted in a multi-hundred million dollar recovery for the insured.
- A refining company in seeking insurance coverage for premises owner asbestos claims.
Environmental and Toxic Tort Litigation
- A petroleum refiner concerning new source review enforcement matters under the Clean Air Act, including negotiation of consent decrees.
- An energy company in defending numerous toxic tort claims relating to alleged benzene emissions from an oil refinery in Texas.
- Subsidiaries of an energy company in defending class action and mass joinder cases alleging personal injuries due to environmental emissions in various states, including successful Daubert challenges and implementation of court-approved class action settlements.
Antitrust Litigation
- American Petroleum Institute as an amicus curiae in a U.S. Supreme Court case concerning an antitrust challenge to a refining and marketing joint venture.
Petroleum Marketing Practices Act Litigation
- American Petroleum Institute as an amicus curiae in a U.S. Supreme Court case concerning the alleged “constructive” termination of a franchisor who sued under the PMPA.
Preemption Litigation
- American Petroleum Institute and American Fuel and Petrochemical Manufacturers as plaintiffs in lawsuits challenging the validity of state laws requiring refiners to sell ethanol-free gasoline to distributors and retailers.
Intellectual Property Litigation
- The inventor before the Federal Circuit Court of Appeals in litigation to defend the validity and establish the infringement of a patent for lubricating oil composition.
ARBITRATIONS
- A party in an arbitration in London under the UNCITRAL rules arising out of the construction of an oil refinery in a European state.
- A major energy company in an ICC arbitration arising from an integrated project, which obtained and collected on a nine-figure award for contractual indemnification after discriminatory measures were taken by the host government against our client’s interests.
- The claimants in an ICSID arbitration against the Argentine Republic relating to investments in the natural gas industry.
- A European oil refinery business in an ad hoc arbitration against various UK underwriters arising out of property damage and business interruption claims exceeding $150 million.
AGENCY PROCEEDINGS & INVESTIGATIONS
FERC & CFTC Proceedings
- Numerous parties in a variety of FERC proceedings involving interstate natural gas transportation.
- An energy trading firm in the investigation and resolution of FERC and CFTC proceedings concerning alleged natural gas market manipulation.
- Natural gas trading firms and individual traders in multiple FERC enforcement investigations of alleged manipulation of natural gas trading hubs.
- A major international oil and gas producer in advising on FERC and DOE approvals required for the export of natural gas to non-Free Trade Act countries, and advising on the substance of the DOE application.
EU Proceedings
- Major international gas companies in EU and national proceedings involving EU antitrust and regulatory rules.
- A major international energy company in relation to the EU emissions trading system and allocation of emissions allowances.
EPA & State Environmental Agency Proceedings
- Numerous clients, including a refiner, in connection with EPA enforcement of the Clean Air Act.
- Energy clients and subsidiaries in connection with remediation projects and response cost disputes at a variety of sites, including former refinery sites and varied waste disposal sites.
Corporate Covington’s corporate practice in the oil and gas industry covers a broad range of transactional and advisory work, including securities, corporate governance, mergers and acquisitions, finance, private equity, venture capital, strategic alliances and joint ventures, bankruptcy, and real estate. We handle domestic, cross-border and international matters, particularly in Latin America and Europe. We draw on Covington’s regulatory and policy expertise to inform and enhance our skills and execution in this arena.
Mergers & Acquisitions
- Charlesbank Capital Partners, LLC in: ◦its $120 million purchase of midstream gas assets of El Paso Corporation through Regency Gas Services LLC;
- in a $405 million add-on purchase from Duke Energy; and
- in its $400 million sale of Regency Gas to Hicks Muse.
- E.On U.S. LLC in the $55.4 million sale of its 28% minority interest in Gas Natural BAN S.A. to Gas Natural SDG, S.A.
Capital Markets & Finance
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Baltic Oil Terminals PLC in a number of transactions: ◦its £31.4 million IPO on AIM;
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Wilmington Trust Company, as trustee and collateral agent, in over 100 secured and unsecured Rule 144A high yield offerings, including a $250 million in 8% Notes due 2016 by Tennessee Gas Pipeline Company.
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