The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Janie Callaway represents clients in a variety of complex business transactions in the energy industry, including the purchase and sale of oil and gas assets and the financing, development, and operation of renewable energy projects. Her clients include energy companies, private equity funds, and financial institutions. Janie received both her undergraduate and law degrees from University of Virginia.
Describe your practice area and what it entails.
As a member of Bracewell’s Projects Group, I work on a variety of deals spanning the energy sector. The practice is split into oil and gas, and power, the latter of which includes conventional power, renewable energy, and other aspects of the energy transition. I work on a range of projects, from acquisitions and divestitures of assets and companies to joint venture arrangements and project development. Each kind of project requires different documentation and considerations, which requires us to fully understand and appreciate each client’s specific needs.
What types of clients do you represent?
We represent private equity investors, energy companies, and financial institutions. We have recently worked with several clients on projects related to the energy transition, including a number of carbon capture, utilization, and storage projects. Some of my clients include Invenergy, Competitive Power Ventures, Rockland Capital, Navigator CO2 Ventures, and Equinor.
What types of cases/deals do you work on?
I work on acquisitions and divestitures of assets and companies, joint venture arrangements, and project development. I was part of the team that represented Navigator CO2 Ventures LLC in its development of an industrial scale carbon capture pipeline system with the capability of permanently storing up to five million metric tons of carbon dioxide per year, as well as the team that represented Equinor in its $1.1 billion sale to bp of a 50% interest in two U.S. offshore wind development projects, including the formation of a partnership to develop and operate both such projects. Together, the two wind development projects could generate up to 4.4 GW.
How did you choose this practice area?
When I came to Bracewell as a 2L summer associate, the only thing I knew for certain was that I wanted to do transactional work. I rotated through three groups in our business and regulatory section: finance, corporate and securities, and projects. While I had a fantastic experience in all three, I found myself particularly interested in the deals I was exposed to while rotating through the Projects Group. I briefly worked on a wind farm project, and I was excited about the opportunity to have renewable energy as part of my practice. Beyond that, I was also fortunate to find great mentors within the group whom I really respected and wanted to model my practice after. I recommend taking note of what type of work excites you the most, but to also try to identify potential mentors and advocates. I’ve found both to be equally important in my career development.
What is a typical day like and/or what are some common tasks you perform?
My days tend to vary, which is a big part of what I like about our practice. Depending on the type of deal and where it is in the deal process, a typical day could include participating in a call or videoconference to negotiate remaining open items in an agreement, preparing shorter-form ancillary agreements, conducting diligence in connection with a proposed acquisition or merger to determine any potential deal impediments, reviewing a counterparty’s markup to a document and analyzing any possible issues, or having an initial meeting with a client to determine the scope of the project and their expectations. Common tasks I perform include reviewing and analyzing major agreements to identify key issues and revising those agreements to address such issues or to incorporate certain concepts requested by the client, coordinating with specialists to incorporate all necessary changes into an agreement related to their specialty area, collaborating with a team to conduct diligence and to synthesize our findings, and overseeing the open items on a deal to ensure we comply with all deadlines and requirements.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
My first piece of advice would be to not stress about not having the necessary experience or skills to enter this practice area. So much of what we do is learned on the job through repetition and by watching others. That being said, to the extent your law school offers any classes on transactional work, they certainly can’t hurt. I found my M&A class and Corporations class to both be extremely helpful. Accounting and Finance was useful as well. I would also try to absorb as much information as you can during your summer associate experience. All of the assignments we give are practical and examples of the kind of work you’ll do as a junior associate. They’re a great opportunity to get early exposure and experience with the type of work you’ll ultimately be expected to do.
What is the most challenging aspect of practicing in this area?
Each different subgroup under the energy umbrella has its own distinct elements and considerations, so there’s a lot to learn on the technical side. In addition, given the ongoing energy transition, we have to be extremely adaptable and often have to come up with new and original transaction structures in order to meet client needs and incorporate new or evolving technologies. Staying current on market and industry trends can be challenging, but it’s also what keeps our practice exciting!
What are some typical tasks that a junior lawyer would perform in this practice area?
A lot of the work junior lawyers perform centers around keeping a transaction organized. Juniors will create and maintain signing and closing checklists, which will list out the various documentation and action items required to get a deal to signing and/or closing. Juniors will also spend a lot of time reading and reviewing various agreements, with a focus on identifying any errors or logical gaps and inconsistencies. In addition, there are often ancillary documents associated with various transactions, which can be more formulaic in nature and are a great early drafting opportunity for juniors. Finally, juniors will often be asked to listen in on calls and take good notes. This may sound insignificant, but those notes can be extremely helpful and can be a way for a junior to add value early on. Often, the more senior attorneys will be running the call and may not have the opportunity to take thorough notes, so having a record of what was discussed and the outcome of various points is very important. Listening closely to these calls is also one of the best ways to start to learn more about deal mechanics and client interactions.
What kinds of experience can summer associates gain at this practice area at your firm?
The assignments we give summer associates during their rotation through our group are the same work that we assign junior associates. Summer associates will help review contracts, create and maintain checklists, and coordinate closing logistics. The experience is extremely practical and applicable to what we would expect them to be doing once they start full time. In addition, we have summer associates sit in on calls so they can get a feel for typical client interactions and contract negotiations. We also strive to give summer associates exposure to different types of deal structures and different subcategories of energy. For example, you may have the opportunity to work on an oil and gas asset purchase agreement as well as a wind farm project development deal during your rotation through our group.
For those considering corporate work, why would you advise them to specialize in Energy, Oil & Gas?
There is a steady stream of energy work, and it’s a broader “specialty” than it may initially appear. You can focus on a certain facet of the practice area—such as upstream oil and gas or offshore wind, to name but two examples—or you can create a broad knowledge base that covers the entire industry. Each approach has its benefits and setbacks. In addition, the energy industry is constantly evolving, so working in the sector allows you to be at the forefront of a lot of exciting technological advancements. There are also a lot of different considerations that tie into energy transactions, including regulatory, environment, and tax, which gives you an opportunity to work across various teams and specialties at the firm.