The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Dao Huynh is a senior associate in Orrick’s San Francisco office. Her practice focuses on energy and infrastructure project finance and development and general corporate matters. Dao has participated in a variety of transactions for traditional and renewable energy projects and public and startup companies. Prior to joining Orrick, she held a year-long fellowship position as a staff attorney at TechSoup Global, a nonprofit technology organization. Dao also has previous experience working as an editor and contributing writer for Yahoo!
Describe your practice area and what it entails.
I represent energy project developers, sponsors, lenders, and other financing providers in connection with the development, financing, buying, and selling of renewable utility-scale solar and wind energy projects primarily, but also storage, natural gas, midstream and other energy projects.
What types of clients do you represent?
In the past few years, my clients have included Clearway, EDP Renewables, Xcel Energy, Plus Power, and Intersect Power.
What types of cases/deals do you work on?
My work is primarily focused on:
- project M&A, including representing buyers and sellers in sales of utility-scale renewable energy projects, including due diligence and term sheet and transaction negotiations;
- project debt financing, including representing borrowers and lenders in bridge, construction, and term loan financings for utility-scale renewable energy projects; and
- project tax equity financing, including representing sponsors and developers in tax equity financings for utility-scale renewable energy projects.
Representative transactions include advising the following:
- GE EFS in the mezzanine debt financing of the 1,182 MW South Field combined-cycle, gas-fired power project in Columbiana County, Ohio. Equity and financing on the development stage project totaled $1.3 billion;
- a solar energy company in the sale of two utility scale solar projects in California to an institutional investor;
- Intersect Power in the tax equity financing of $200 million for the construction of a solar plus storage project;
- a utility affiliate on the tax equity financing of a portfolio of three large utility scale solar projects in the U.S. Southwest, with a combined value of over $800 million; and
- a solar developer in the construction debt, tax equity, and cash equity financings of a wind project.
How did you choose this practice area?
I really lucked into this practice! When I was a law student, I wasn’t confident that I had the right skillset to be a finance attorney and didn’t have much exposure to this area of law at that time, but I ended up being in the right place at the right time as a junior associate.
The better question might be what keeps me here. I greatly enjoy working with my colleagues and the range of clients I serve, from big multinational corporations to small companies with a few individuals. My clients and colleagues demonstrate a great passion for the energy sector and the courage to dream of the next big thing and make it so, particularly in renewable energy. My practice is always evolving, and we deal with new issues on a regular basis. I went to law school to find a career with constant challenges and rewards, and I have found just that in my practice.
What is a typical day like and/or what are some common tasks you perform?
During any given week, I may be working on anywhere from two to four transactions and other smaller, ongoing matters for clients. I spend a large part of my time drafting, reviewing, discussing, and revising agreements and other documents for those transactions. For example, this week, I’m amending and restating a credit agreement for one client while drafting a purchase and sale agreement for another. I supervise more junior members of the team and, in turn, work closely with more senior members to address more substantive drafting and legal issues that arise.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
While there are no classes that are strictly required, courses or background experience in secured transactions and energy-related environmental, regulatory, and tax law would be helpful. Clear, concise writing, strong organizational skills, and methodical attention to detail are also highly valuable skills.
What is the most challenging aspect of practicing in this area?
My clients often face real deadlines for successfully completing development and construction of their energy projects, and every day can bring a new challenge when it comes to meeting construction and financing deadlines. My practice requires navigating real estate, development, regulatory, and environmental considerations in every deal, and these issues require practical solutions that balance the needs of many stakeholders. No two challenges are ever the same, but that’s also the rewarding part of my job!
What do you like best about your practice area?
My clients are often at the forefront of innovation, so it’s great to pivot along with them as developments in the industry bring new opportunities for growth and evolution. When I first started practicing for example, battery energy storage was not a commercially viable option and solar projects were routinely 20 MW. These days, we often see solar projects that are hundreds of MW and many of our clients have solar plus storage, not to mention stand-alone storage systems!
What is unique about your practice area at your firm?
We have staffed our transactions across our U.S. offices for several years now and doing so has allowed us to provide our clients with a deep bench for their transactions. Our practice group is vertically integrated so that we are able to support our clients from the very beginning with negotiating the necessary contracts to develop an energy project to the client’s ultimate goal—whether that is a third-party sale or operating the project as part of a long-term tax equity investment, joint venture, or other investment. We are truly one firm when it comes to serving our clients’ needs, regardless of where we are physically located.
What are some typical tasks that a junior lawyer would perform in this practice area?
A junior associate can expect to assist on ancillary closing deliverables, such as secretary’s certificates and closing checklists, draft company resolutions, and other agreements in support of a transaction, and to conduct contract analysis while attending calls with the client. We involve our junior colleagues when communicating with our clients and help them to develop direct relationships with our clients early on.