The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Connie Gao is a senior associate based in Norton Rose Fulbright’s Los Angeles office. Her practice focuses on financing and development of renewable energy projects, including debt and tax equity financing. Connie earned her J.D. from Emory University School of Law in 2018 and her B.S. from the University of Southern California in 2013.
Describe your practice area and what it entails.
I represent sponsors, lenders, and equity investors in connection with the development and financing of renewable energy projects.
What types of clients do you represent?
I advise a variety of stakeholders involved in project financing transactions, including sponsors and developers, who are building the projects, and lenders and investors, who are providing debt or equity financing for the projects.
What types of cases/deals do you work on?
I mainly work on construction debt and tax equity financings for utility-scale solar and wind projects, as well as portfolios of community solar and residential solar projects. I’ve also represented sponsors as sellers and buyers of renewable energy projects.
I typically get involved when the project is shovel-ready and the parties begin negotiating key terms for the financings. The majority of my day is spent drafting transaction documents, managing due diligence (either conducting diligence on behalf of financing parties or assisting with responses on behalf of a sponsor), and negotiating issues. I also stay with the project after closing to assist with portfolio management during the construction period and operations.
I’ve also worked on tax credit transfer transactions, which are fairly new given the recent regulations and guidance from the Inflation Reduction Act. These transactions have given me the chance to represent sellers and corporate buyers of tax credits that are newly active in the renewables industry.
How did you choose this practice area?
As a law student going through recruiting, I knew about Norton Rose Fulbright because of its reputation for being an industry leader in projects work. Even though I rotated through different transactional practices during my summer, I was ultimately drawn to projects. I like that project finance is fast paced but also driven by an industry that is furthering the renewables initiative. I especially appreciate that when the dust settles, there is a tangible energy project being constructed that will power homes and businesses in a community. It reminds me that what I do is not always so esoteric.
For me, the interpersonal aspect also played a big factor. The partners and associates I connected with during my summer program in 2017 are the same people I work with today.
What is a typical day like and/or what are some common tasks you perform?
There are a ton of stakeholders and third parties involved in every project finance transaction. In addition to negotiating and drafting the main transaction documents, a big part of my job as the deal lawyer is closing out a variety of open issues arising from different areas of law. Having a working knowledge of critical project finance issues related to real estate, energy regulatory, or environmental and permitting law allows me to more efficiently address problems or devise potential solutions. Clients are looking to us to close the deal as much as they are for legal advice. In the process, I get to learn something new every day in areas outside of my expertise and ultimately give better advice to my clients.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Typical 1L and 2L coursework doesn’t usually translate to skills needed for transactional work. You can gain a lot of fundamental knowledge from elective courses like Business Associations, Federal Income Tax, and Energy Law. To get into the weeds of practical skills, I suggest taking a contract drafting class. This will be most transferrable to what you’ll be asked to do on day one. Your law school may also offer upper-level elective courses taught by adjunct professors who are law firm partners with project finance experience. During my last semester of law school, I took a corporate finance class for MBA students. Having some basic finance knowledge will help you hit the ground running.
For the latest industry trends, I would be remiss if I didn’t make a plug for our group’s written publication, established in 1998: Project Finance NewsWire, or two podcasts: Currents and Earth, Wind and Solar. All are accessible online: https://www.projectfinance.law/.
What misconceptions exist about your practice area?
One common misconception is that clients look to lawyers only for legal advice. In reality, we’re asked to comment on what we observe in the market as much as we are responsible for our expertise in law. Political and geopolitical changes can impact many aspects of a project and we’re often the first to come across these new issues in deals and be tasked with resolving them. The volume of deals we close each year allows us to watch for common pitfalls and propose solutions that are creative and efficient. These solutions are a combination of legal and commercial and are sometimes as commercial as they are legal.
What is unique about your practice area at your firm?
The Projects Group at Norton Rose Fulbright includes experienced lawyers who work on projects at all stages of development and operations. In addition to those of us who work on debt financing and tax equity transactions, there are also folks who focus solely on project development work such as helping our clients obtain site control and negotiate project documents with equipment suppliers or construction contractors, and others who focus on M&A and assisting clients’ sell or buy projects at all stages of development and operations. The different stages of a project are all very interconnected. Every project financing involves due diligence of project documents and on the flip side, parties are motivated to make sure their documents account for financing in the future. Luckily for us, experts for project development, M&A, and financing in our group are a Teams call away.
What kinds of experience can summer associates gain at this practice area at your firm?
It’s important to give summer associates an opportunity to experience what day-to-day life at the firm is like. We try to staff summer associates on client billable matters as frequently as possible. This includes sitting in on weekly checklist calls or issues list discussions to negotiate specific points in the documents. For example, summer associates have helped with due diligence and reviewing different precedent agreements to track highly-negotiated commercial points. In the past, we’ve also taken summer associates on a site visit to a nearby biogas project that our group helped finance.
The Clean Tech and Renewable Energy practice includes everything from M&A to financing to tax and much more. How do you think this multi-faceted practice has helped you grow as a lawyer?
The learning curve can be steep for a projects lawyer. The first couple of years may feel like you’re assembling a 1,000-piece jigsaw puzzle without the reference photo on the box. But once you connect the border pieces, you have the freedom to choose what areas of the puzzle to fill in based on your interests. The practice covers many types of projects and technologies across different stages of the project lifecycle, so leaders in the group are always encouraging associates to find what they like and become an expert in it. I think that’s unique to the multi-faceted nature of this practice.