The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Nate Galer, Partner—Finance
Nate Galer is a partner in Mayer Brown’s Global Projects group and concentrates on project finance and project development. He regularly represents lenders, government and multilateral agencies, investors, owners, developers, and contractors in various facets of the financing and development of complex projects. He has experience in a wide variety of sectors, including energy (coal, gas, wind, and solar), oil and gas (petrochemicals, pipelines, storage, and other facilities), infrastructure (ports, transportation, stadiums, and other facilities), and other complex construction projects.
Nate has worked on transactions around the globe with significant experience in emerging industries or markets in North America, the Caribbean, Latin America, Middle East/North Africa (MENA), and Asia.
Nate’s experience includes preparation and negotiation of a wide range of financing documentation; security documentation; engineering, procurement, and construction (EPC) agreements; professional services agreements; equipment sale/purchase agreements; warranty agreements; operations and maintenance agreements; and joint development agreements, among others.
Describe your practice area and what it entails.
I work in project finance and development, where we help lenders, owners, and contractors develop and finance large-scale energy, infrastructure, and/or industrial projects. These projects are often cutting edge and contain new or unusual risk, whether due to their locations in emerging markets, their involvement with new technology, or the general complexity of the transactions.
What types of clients do you represent?
On the finance side, we represent a full range of lenders and investors, including commercial banks, export credit and other governmental agencies, international financial institutions, and development finance institutions. We also represent owners/developers who are seeking financing from such lenders/investors.
On the development side, we represent owners/developers of projects as well as major contractors who are tasked with engineering and building those projects.
What types of cases/deals do you work on?
Below is a sample:
- Representing government-affiliated lenders in connection with a $10.5-billion-dollar petrochemical project in Egypt.
- Representing a government authority in connection with construction and project development matters for the $5.25 billion Panama Canal Expansion Project.
- Representing manufacturers, contractors, owners, lenders, and investors for renewable energy (wind, solar, and biomass) power projects totaling more than 6,000 MW throughout North and South America.
- Representing an export credit agency as lead credit provider to a $650 million petrochemical project in Egypt.
- Representing an export credit agency in connection with multiple power projects in Asia, including the $2.5 billion Paiton I and $1.7 billion Jawa (Paiton II) power projects in Indonesia.
- Representing a government-affiliated lender in connection with the financing of a maritime export terminal in Egypt.
- Representing a power producer in connection with the construction and operation of wind and traditional power projects in the Caribbean.
- Representing a multinational company in connection with a post-transitional, government-sponsored power project in Afghanistan.
- Representing a multinational company in connection with a high-altitude power project in Chile.
- Representing a multinational company in connection with the development of hybrid solar/gas power plant packages.
- Representing a multinational company in connection with the development of power projects in Brazil.
How did you choose this practice area?
When I was in college, I studied international relations and was interested in “international law.” When I got to law school, I discovered that much of what was labeled as international law did not particularly interest me, as it was focused on public international law or was oriented towards disputes or statutory work (such as international arbitration or trade), when I knew I was more interested in transactional work. At that point, I stumbled upon project finance which—at the time—was not really taught in any law schools in the U.S. I did some research on it, and it seemed really interesting to me. When I interviewed for firms, I focused on those with significant projects practices. As a summer associate, I tried out the work and really enjoyed it (and still do).
What is a typical day like and/or what are some common tasks you perform?
There is no typical day, as the work that we do depends on the type of deal, where in the deal timeline we are, and the specifics of that deal process. At a very high level, we are relied on to discover and investigate all the various puzzle pieces that make up the project and figure out the best way to put them together. This is done in many ways, including, for example:
- Performing diligence on the proposed project; technology; key players; and physical, political, legal, and cultural environment.
- Conducting calls and meetings with clients.
- Conducting analyses with co-advisors (specializing in tech-
nical, market, financial, insurance, environmental, and logis-
tics, among others).
- Assessing risk and brainstorming strategies for mitigating such risk.
- Negotiating and documenting final solutions and structures.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Being smart and driven is necessary to succeed in any legal field. However, in projects, there are two specific skills that I think are invaluable.
First, from an intellectual standpoint, is the ability to sift through huge amounts of information, assess legal and non-legal risks, and have the ability to work with the appropriate client and co-advisor teams to properly structure the deal. This paradoxically involves the ability to pay attention to large amounts of detail, but also see the forest for the trees and be able to think creatively about big-picture solutions. Law school helps with the former, but law school is often the place where people’s creativity goes to die. Any class or activity that focuses on creative thinking and/or drawing connections among seemingly disparate datapoints would be helpful.
The second key skill is a “soft” one. Despite the large size of our projects, the project finance community is actually made up of a relatively small number of key firms and players. Moreover, lawyers are often involved in projects for a very long time—usually from inception through to when the project is complete and any project finance debt is paid in full. In some cases, this can be decades. Finally, projects (particularly those in emerging markets) often involve a number of different, strong personalities and cultural sensitivities. Taken together, this means the people you meet on a deal may, for better or worse, be like a second family to you for the rest of your professional career. Knowing how to work patiently, cooperatively, and creatively with people on all sides of the deal is, in many circumstances, as important as the substance of what you do. Some people are born with this type of skill; for others, it is something that needs to be developed and practiced, particularly when under pressure to get the deal done.
What do you like best about your practice area?
As someone who wasn’t entirely convinced that he wanted to go to law school, I really enjoy the interdisciplinary aspect of projects work. Lawyers need to understand not just the legal aspects of the project, but often also the commercial, technical, geopolitical, and social/cultural aspects. In addition, virtually every deal we do at this level is novel in some way, and it is exciting and fun to be able to think creatively to solve a problem for the very first time. And, at the end of the day, the project that you’ve built will likely be around for decades, if not longer. It is rewarding to see something physically built (not just a binder on your shelf) as the culmination of all your hard work. I will always be able to tell my grandchildren, for example, that I worked on the Panama Canal expansion. That’s meaningful to me.
What is unique about your practice area at your firm?
Mayer Brown’s Projects practice is unique in that we’ve been involved on the cutting edge of many different kinds of projects, from renewable energy to public-private partnerships in infrastructure to first-of-their-kind projects in emerging markets. It is an interdisciplinary and inter-office practice where attorneys from finance, corporate, government, litigation, tax, and other areas work collaboratively regardless of where they sit. This means that from early on in their careers, associates are able to work with people from all over the world on interesting, novel problems.
What are some typical tasks that a junior lawyer would perform in this practice area?
We rely on our junior lawyers to learn as quickly as possible and to help us keep on top of the details. Some of our deals are so large that more than 1,000 pieces of paper are needed to reach closing. Understanding what each of those is and how to advance them is a key task of a junior lawyer. They also would be expected to learn about the type of project we are working on (including the relevant technology), distill data into easily digestible presentations for the clients, and attend meetings and keep track of follow up. As they develop more and more substantive knowledge, junior lawyers are given particular parts of a deal and the autonomy and responsibility to bring those parts to a successful resolution.
How important is it for project finance lawyers to keep abreast of and develop strategies regarding economic trends and market cycles, and how can junior attorneys develop these skills?
It is critically important, particularly when operating at the top of the legal market. Projects work, by its very nature, focuses on novel areas that are risky for various reasons. As soon as one particular type of project is done successfully, it becomes less risky, and others in the market are eager to jump in and tackle similar projects—often at a lower price point. When that happens, we have essentially put ourselves out of business by solving the problem well. So we move on to other types of projects with new risk factors and problems to solve. Take our Domestic Renewables practice, for example. We were on the cutting edge of wind energy work in the U.S. when the modern wind industry was first finding its footing. Nowadays, that market is fairly well developed, and so while we still do lots of wind (including in emerging markets), we’ve been doing more and more industrial-scale solar and biomass, which are earlier in their developmental curves. Next up could be projects focusing on battery storage and carbon capture. A good projects lawyer needs to be up to date on the current trends and market cycles to understand where the key players are investing time and money. A great projects lawyer, however, is one that can anticipate where the next trend will be and do whatever it takes to become the early expert in that field.