The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Walter Alarkon is a senior associate in Orrick’s New York office. A member of the Energy & Infrastructure team, Walter’s practice focuses on renewable energy project finance, development, and M&A. He served as the 2021 Orrick Racial Justice Fellow at impact finance nonprofit Common Future, where he helped structure a lending fund for underrepresented social entrepreneurs. Orrick’s work supporting Common Future was shortlisted for a Financial Times North America Innovative Lawyers Award and the NYU Grunin Prize for Law and Social Entrepreneurship.
Prior to practicing law, Walter was a journalist covering politics and fiscal policy at The Hill and working with author Michael Grunwald on New York Times-bestseller The New New Deal (Simon & Schuster, 2013), which documented the legacy of President Obama’s $800 billion economic stimulus.
Describe your practice area and what it entails.
I advise clients looking to acquire, develop, and finance the construction and operation of energy and infrastructure projects. Most of the projects I work on are utility-scale solar or wind projects, though I’ve also advised on traditional and nuclear energy projects and on the acquisition of service technologies related to the renewable energy transition. Put simply, we are deal lawyers looking to close transactions for our clients. One of the great things about the work is that our deals are interesting; they are helping build out the new energy economy.
What types of clients do you represent?
We tend to represent sponsors and developers in financing energy projects. The primary parties across the table are often lenders and other financing parties.
What types of cases/deals do you work on?
Most of my deals are either M&A transactions or project financings.
In my M&A work, clients tend to be looking to acquire early-stage projects, with an eye toward developing them into operating facilities. These transactions revolve around a purchase agreement. As the renewable energy market has matured, more of our M&A work involves new technologies or services that help support the energy transition. We recently closed a transaction representing MyPower Corp. in its acquisition of Solstice Power Technologies, which specializes in the acquisition of solar energy customers and the management of community solar development.
In my project finance work, clients are looking to secure capital needed to construct the project and then operate it. These transactions focus on construction loans and tax equity financing, each of which is at the project level.
Orrick’s E&I practice is full service, so we also advise clients in the development work that bridges the acquisition of early-stage projects to their operation. This entails drafting EPC or design-build contracts; advising on real estate, tax, and regulatory matters; and documenting partnerships between the sponsors who have the capital and the developers with the technical, on-the-ground know-how.
How did you choose this practice area?
In my prior life as a journalist, I covered economic policy and was lucky enough to report on the real-life impact of public policy changes, particularly in energy. Specifically, I saw that the mix of federal tax credits, grants, and loan guarantees with state renewable portfolio standards in the late 2000s and early 2010s was helping to jumpstart wind and solar projects across the country.
I went to law school at night because I wanted to do more than just write and report—I wanted to be involved in building something tangible. Through my journalism work, I saw that energy might be that something. During law school recruiting, I focused specifically on Orrick (and, admittedly, a few other firms) because I knew Orrick was known for its E&I work. That decision has worked out, as my practice has generally been about helping clients with the buildout of energy projects since I started at Orrick.
What is a typical day like and/or what are some common tasks you perform?
In a nutshell, my typical day is about getting our team working together with clients toward a closing, whether it be an acquisition or a financing. Because energy project work involves so many moving pieces—we deal with multiple financing parties, offtakers, other third-party service providers, and government entities—collaboration is key to getting the work done. So, a lot of my day is spent syncing up with colleagues and clients and then executing on our game plan to draft agreements, negotiate them on calls, and analyze the various issues that pop up.
In M&A deals, the work revolves around the purchase agreement. In project financing transactions, we are focused on loan documents and tax equity partnership agreements.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
During law school, look for courses on secured transactions, project finance, finance generally, tax, M&A, and anything related to financial modeling or accounting. If you can find a clinic in one of those courses that looks to replicate the experience of working on a deal, be sure to participate.
Also, read financial and energy sector-specific media so you can get familiar with the issues we encounter.
What is the most challenging aspect of practicing in this area?
Doing M&A and project finance law requires each of us to be a jack-of-all-trades but also a specialist in energy. Learning how to do all of that in a coherent way can take time, but it makes you a better lawyer because you learn how to get comfortable with all sorts of issues.
What do you like best about your practice area?
We get to work on something that’s tangible and in need—the energy transition. On rougher days, it’s helpful to know that the end product we’re working toward is something necessary in a macroeconomic sense.
What misconceptions exist about your practice area?
”Energy work is regulatory work.” In reality, it’s finance, corporate/M&A, regulatory, real estate, public policy, and tax all rolled into one.
What is unique about your practice area at your firm?
We are full service, soup to nuts, and on the cutting-edge energy deals of the day. Thanks to Orrick’s tech DNA (we were founded in San Francisco), our clients have come to engage us as they adapt to innovative energy technologies and financing structures. We can turn to colleagues who may not work on energy full time but are involved in tech startup work and know the commercial and legal issues at play. The energy sector and the broader economy will be in transition as businesses and governments look to meet low-emission targets in coming years, so learning to adapt to what’s new is also something we do.