Marcellus Shale Practice
Practice Leader: Justin G. Weber
The natural gas deposits in the Marcellus Shale are one of the world’s largest energy finds in the last 50 years and, according to some experts, America’s shale gas reserves could fuel our nation for nearly 100 years. Pepper Hamilton LLP’s Marcellus Shale Team represents businesses, investors and landowners involved in a wide spectrum of activities relating to the exploration and drilling operations in the Marcellus Shale, such as those providing water treatment, equipment, design and construction services, as well as infrastructure providers. While the Marcellus Shale is attracting new businesses, creating new jobs, generating new income sources and producing much-needed energy, its development presents wide-ranging and complicated legal issues. Many issues are emerging, such as environmental concerns; pipeline construction and rapid expansion of rural roadway systems; land-use challenges, including the scope of municipal authorities to regulate gas well development. Nevertheless, significant amounts of capital are being contributed to the development of the infrastructure and processes to extract gas from the Marcellus Shale, in anticipation of a significant return on investment.
Our Marcellus Shale Team comprises lawyers with experience in an array of practice areas including: litigation; construction; energy; environmental regulation; finance; real estate; mergers and acquisitions/joint ventures; corporate; intellectual property; and tax. Our team includes lawyers licensed to practice in Pennsylvania, West Virginia, Ohio, New York, New Jersey and Washington, D.C.
Our Geographic Footprint
Many companies located outside of Pennsylvania are doing business in the state to take advantage of the booming Marcellus Shale industry. Legal issues and litigation specific to Pennsylvania are likely to arise. Pepper Hamilton LLP, a Pennsylvania-based law firm founded in 1890 with offices located in the state capital of Harrisburg, Pittsburgh and Philadelphia, brings the experience of a 500-lawyer firm to assisting clients with Pennsylvania-specific issues.
Pepper has extensive experience litigating cases and resolving disputes throughout Pennsylvania and in each of the federal districts where Marcellus Shale litigation is arising, and has equal breadth and depth in transactional matters. We readily draw upon our firm-wide knowledge in obtaining effective and creative solutions to our clients’ legal issues. For example, if expertise is needed regarding Pennsylvania oil and gas law, we seek the input of our Environmental Practice Group, led by John W. Carroll. Mr. Carroll is the former chief counsel of the Pennsylvania Department of Environmental Resources and also currently serves as chairman of the Oil and Gas Committee of the Environmental and Energy Law Section of the Pennsylvania Bar Association.
Areas of Practice
Land Use and Zoning
We help property owners and developers obtain necessary planning and zoning approvals, changes and permits, including representing clients in appeals before municipal zoning hearing boards and trial and appellate courts. In addition to land use and zoning approvals, we assist clients in obtaining environmental permits from federal and state authorities. We are familiar with state and local requirements and procedures in dozens of municipalities throughout Pennsylvania and New Jersey.
Real Estate Leasing
Gas leases may look like immutable forms, but many of the provisions of gas leases are negotiable. Our experience has yielded insights on opportunities to improve the economics of the deal and to increase protections for the parties. Pepper’s Marcellus Shale Team has negotiated many lease agreements and has developed model leases for landowners.
Clients rely on Pepper attorneys for environmental advice because our Environmental Practice Group has counseled in this area of law since the dawn of environmental regulation in the 1960s and 1970s. Our lawyers have decades of experience, including service with the U.S. Environmental Protection Agency, the U.S. Department of Justice, the National Oceanic and Atmospheric Administration (NOAA), state environmental agencies, and EHS departments in private industry. Many are highly ranked in publications such as Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America. The depth and breadth of our team helps companies find practical solutions to complex issues by starting closer to the right answer. We staff environmental engagements cost-effectively, with the lawyer or lawyers best suited to meet each client’s particular need.
Pepper Hamilton LLP’s Tax Practice Group assists clients with proactive tax planning, including mergers and acquisitions, dispositions, public offerings, reorganizations, restructurings, liquidations and structured finance vehicles. Our tax lawyers are integrally involved in the structure and formation of partnerships, and have significant experience in private equity funds, hedge funds, mezzanine funds and their investments.
Mergers and acquisitions and joint ventures involving both financial sponsors and strategic investors are staples of Pepper Hamilton LLP’s corporate transactional practice. We routinely advise on structuring acquisitions and dispositions, assist in negotiations and document the transactions. In such transactions, we work closely with other lawyers in the firm who concentrate in tax, environmental law, employee benefits, intellectual property and other disciplines. We have represented public companies in mergers requiring extensive securities law compliance, as well as private companies acquiring or selling assets for cash. We have advised many companies on design and implementation of shareholder rights (poison pill) plans, standstill agreements, defensive charter and bylaw provisions, specific strategic and tactical advice, and interpretation and creative use of state statutory anti-takeover provisions.
We act as counsel to projects, developers, owners, lenders, subordinated lenders, vendors and operators. In addition, we represent off-take purchasers in project finance transactions. In our role as project counsel, we work with all the participants necessary to the development, construction, financing and operation of a project financed facility. In other situations, we act for other project participants. For example, we represent developers in establishing projects and arranging for the participation of others essential to the project. Pepper is one of the few major U.S.-based law firms with a wholly integrated construction practice. The experience of our construction lawyers makes us more cognizant of the relationship of construction to financing projects. In connection with financing projects, we represent senior lenders and subordinated lenders; commercial banks; industrial development agencies and banks, insurance companies and other types of institutional, non-bank lenders; vendors who have provided equity and subordinated financing in the context of their supply arrangements; and true equity participants. We have structured the participation of private investment funds as holders of debt and equity. Several of the projects we have handled involved export financing or other export support, and we have worked on multi-currency projects.
Pepper Hamilton LLP has a long tradition of providing services in labor and employment law. Our Labor and Employment Practice Group helps clients solve all types of employment-based problems, ranging from collective bargaining disputes to wrongful termination litigation and complex employment issues rising from takeovers and corporate reorganizations. While we aim to help clients minimize risk and avoid liability, our lawyers are experienced in handling all aspects of employment litigation. We value long-term relationships with clients, and we strive to find creative ways to deal with problems, including the use of alternative dispute resolution techniques. To keep clients informed of new developments, we produce a periodic newsletter and white papers, and present occasional seminars. Our labor lawyers work closely with the firm’s corporate and business lawyers in major corporate changes such as acquisitions, mergers, consolidations and reductions in force. We are experienced in the labor and employment law issues involved in these strategic decisions. We advise on ways to restructure operations and limit exposure for individual and class actions. The firm also advises clients on important human resources issues such as diversity, glass-ceiling issues, corporate-wide audits by government agencies and the basic direction of human resources policy.
Corporate and Commercial Counseling
The Corporate and Securities Practice Group of Pepper Hamilton LLP is committed to providing clients with clear, imaginative and practical advice in connection with all types of transactions, including mergers and acquisitions, joint ventures and partnering arrangements, restructurings and reorganizations, public and private securities offerings, and venture capital and other financing transactions. In many instances, members of the group work with members of other Pepper practice groups, such as our Real Estate Practice Group, our Labor and Employment Practice Group, and Employee Benefits and Executive Compensation Practice Group. For example, our corporate lawyers work closely with our tax lawyers to structure businesses and commercial transactions to give clients maximum tax efficiency. The group also works closely with the Intellectual Property and Antitrust and Competition practice groups in advising clients on licensing, technology transfer and other transactions. We seek to build long-term relationships with our clients, and we are dedicated to helping clients achieve their goals without burdening them with undue expense. We build effective transaction teams consisting of Pepper lawyers and representatives of the client, including inside counsel, and that often includes financial, tax and other advisers. Our clients include domestic and international corporations, financial institutions and entrepreneurs engaged in acquisitions and divestitures involving publicly traded and closely held business organizations.
Pepper Hamilton LLP has counseled clients in oil and gas matters for more than 35 years. Our attorneys not only know the issues, they also know the key industry players and governmental officials. We frequently speak at industry conferences and seminars. Our lawyers represent clients before local government agencies and the Pennsylvania Department of Environmental Protection (PADEP) on a regular basis.
You are welcome to view our two-part Marcellus Shale: A Primer for Business Webinar Series. The first part – “The Current Landscape of the Marcellus Shale” - provides an overview of the Marcellus Shale development in Pennsylvania, and the second part – “Marcellus Shale: Nuts and Bolts of Operating a Business in Pennsylvania” - focuses on the general legal landscape in Pennsylvania relevant to operations related to the Marcellus Shale.