The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Deanne Barrow, Senior Associate—Projects
Deanne Barrow is a corporate lawyer whose practice focuses on project development, financing, and M&A transactions for renewable energy and infrastructure projects. Drawing on her background as an engineer, Deanne has developed a specialty in energy storage transactions. She has considerable experience with the development, financing, acquisition, and sale of energy storage projects, including stand-alone, hybrid, front-of-meter, and behind-the-meter battery storage projects in California, Texas, the Northeast, and Hawaii. Deanne is the U.S. editor of Norton Rose Fulbright’s quarterly Energy Storage Updater. She holds law degrees from The George Washington University Law School and Cambridge University and an undergraduate degree in Chemical Engineering from Georgia Tech.
Describe your practice area and what it entails.
I contribute to the fight against climate change by helping to get renewable energy projects built and financed. Renewable energy projects include everything from the solar panels homeowners and businesses install on their rooftops to offshore wind farms, geothermal projects, anaerobic digesters, battery storage devices, and electric vehicle charging infrastructure. The projects are typically financed by a combination of debt and tax equity. The debt is non-recourse, which means the lender is repaid from the project profits the loan is funding and not from any other assets of the borrower. Tax equity allows sponsors to partner with an investor that is able to use the tax benefits available to renewable projects in exchange for an investment in the project. There is also a large amount of M&A activity in project finance, and I represent both buyers and sellers of everything from shovel-ready projects to large portfolios of operating projects and entire renewable energy companies.
What types of clients do you represent?
Norton Rose Fulbright is unique in that we represent both project developers, as well as the lenders and investors who provide the capital to finance the projects. On the developer side, our clients range from startups trying to get their first projects off the ground to Fortune 500 companies developing massive infrastructure projects that create thousands of jobs and have a huge impact on the community.
What types of cases/deals do you work on?
I have developed a specialty in the development and financing of energy storage projects. Energy storage is considered the missing link for renewable energy because it solves the intermittency challenge. Intermittency refers to the fact that renewable energy sources are not always available due to natural daily or seasonal production cycles. Energy storage helps with intermittency by storing renewable energy during peak production times for discharge during peak demand times.
The great part about working in the energy storage field is that it is bursting with innovation. One of our most innovative clients is developing a gravity and kinetic energy, long-duration energy storage product. Energy is stored by using cranes to lift huge concrete blocks high up into the air. Electricity is generated when the blocks fall to the ground, driving the motor on a turbine.
How did you choose this practice area?
I was drawn to project finance because it involves an interesting combination of law, finance, and technology. No one expects the lawyers to crunch numbers on a deal. Still, working in this area, you will inevitably develop fluency in financial concepts and a basic understanding of financial models. Likewise, understanding how the underlying technology works can be advantageous because technical issues can affect cash flow. On almost every deal, an engineer will be engaged to help evaluate technical risk.
What is a typical day like and/or what are some common tasks you perform?
Closing a renewable energy deal is like conducting an orchestra. Many different instruments need to be harmonized to put on a good concert. At the end of the day, everyone on the deal has the same objective of getting the deal done, which boils down to cataloging and allocating risk, but this must be done to work for all the players.
The first part of a day might involve brainstorming with the finance, construction, or operations personnel of a developer client to develop a creative solution to some thorny issue that has arisen in the course of negotiations. The next part of the day could include speaking with senior executives of the client to provide high-level strategic, commercial guidance for the same deal. Yet another part of the day could involve hammering out deal terms with other lawyers, whether that is the client’s in-house counsel or opposing counsel.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
An excellent way to get familiarized with industry topics is by reading Norton Rose Fulbright’s Project Finance Newswire. It reports on recent developments in the power and infrastructure sector and often includes articles that provide foundational knowledge for project finance. We also have a newsletter called the Energy Storage Updater that offers a digest of global regulatory and policy news in the energy storage sector. Those who like audio should subscribe to our Currents podcast on project finance. It has an average of 13,000 listeners per episode and a total of 1.66 million downloads. You can find all of these resources on our microsite, projectfinance.law.
What do you like best about your practice area?
Renewable energy is a high-growth area. When law students decide on a practice area to pursue, I think it is essential to choose an industry that is growing quickly rather than stagnant or in decline. The more growth there is, the more opportunities you will have for career advancement and impacting and contributing to meaningful change.
Sometimes it takes me hours in the morning just to catch up on all the headlines and new developments in the renewable energy space. One interesting trend is the increasing involvement of corporate America as buyers of renewable energy. For renewable developers, securing long-term power purchase agreements is crucial to securing financing for their projects.
The market has traditionally been limited to utilities, but that is changing as more corporate buyers enter the space. The largest of these buyers is Amazon. It has invested in 6.5 gigawatts of wind and solar projects to supply renewable energy for corporate offices, fulfillment centers, and data centers worldwide.
What misconceptions exist about your practice area?
When I was a summer associate, we had a training exercise called “swimming lessons for baby sharks.” The idea was to help junior lawyers develop commercial acumen. Without a doubt, renewable energy is good for the environment, and that will probably be one of the key motivating factors for anyone in this line of work, but economic considerations are also paramount on any transaction. As with any area of legal practice, it is important to take a commercial-minded approach to solving legal problems and to provide sound business advice to your client.
What is unique about your practice area at your firm?
Norton Rose Fulbright is a franchise name in project finance, particularly in the renewable energy sector. Our projects lawyers are among the best and brightest in the field and practice law at the highest level. We have 83 projects lawyers in the U.S. and over 200 globally. Roughly two-thirds of the work we have done every year since 2009 has been renewables. In 2020, we did the most wind and solar transactions in North America and Latin America of any law firm in the world, which altogether accounted for US$4.9 billion in transaction volume.
Another distinguishing feature of the projects group at Norton Rose Fulbright is its entrepreneurial spirit. It is due to this entrepreneurial ethos that I was able to develop a specialty in energy storage beginning in my third year. Associates, even at the junior level, are encouraged to identify new trends in the power and infrastructure industry and to become experts by writing articles, blogging, hosting webinars, and speaking at conferences. The idea is that some of these trends will blossom into profitable sources of non-commoditized business in the future. Associates are supported in this effort by receiving hourly credit that counts for bonus purposes.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
Project finance thrives on collaboration, and collaboration has been made easier by the growing ubiquity of video calls brought on by the remote work era. Although video call technology is not new, before coronavirus, I had to call my IT guy to set it up. It could be frustrating, not to mention that I had to convince whoever I was talking to that they should use it too. That has changed. Video is now the default. On checklist calls, I share my screen so everyone can follow along as we cross off deliverables. I have marked up agreements in real time on video calls with clients. It saves the client the extra step of reviewing the mark-up after the call to make sure it reflects the business deal. It also helps to see the person you are talking to during negotiations. You can read their facial expressions and body language. Plus, it adds an element of relatability because you are getting a glimpse inside someone’s home, complete will opportunities for endearing family and pet cameos.