Public Utilities, Pipeline Safety & Energy

HMS Legal practices the following areas of law related to utilities, energy & communication:

Energy
Marcellus Shale
Mergers & Acquisitions
Telecommunications
Transportation
Waste & Wastewater

Energy

HMS Legal practices the following areas of law related to energy:

Natural Gas
Electricity
Renewable & Alternative Energy
District Heating and Cooling
Petroleum

Regulation of energy markets has changed dramatically over the past three decades, as the natural gas and electricity markets have unbundled and evolved and competition has matured. HMS Legal lawyers have been active in the key regulatory proceedings in Pennsylvania and at the Federal Energy Regulatory Commission (FERC) that have shaped the current market structures and rules. HMS Legal represents or has represented clients in virtually all industry sectors, from incumbent utilities to wholesale purchasers, marketers, large retail energy users, state and local governments, associations, non-governmental organizations (NGOs) and financial institutions in proceedings before the Pennsylvania Public Utility Commission (Pa. PUC) and FERC and in energy contracting matters. Examples of our energy experience include:

Natural Gas

Advising and representing Pennsylvania natural gas distribution companies on the full array of Pa. PUC rate and regulatory issues, from traditional rate cases to competitive and incentive rates
Representing natural gas marketers in natural gas distribution proceedings involving rates and terms and conditions of service
Counseling and representing large end users of natural gas in Pa. PUC proceedings involving rates and terms and conditions of service
Representing natural gas distribution companies from Pennsylvania, Ohio, West Virginia, and Connecticut in FERC interstate pipeline cases involving transportation rates, service terms, capacity release, and nondiscriminatory access
Advising and representing clients regarding natural gas commodity and capacity contracting
Advising and representing cooperatives in obtaining appropriate exemption from Pa. PUC jurisdiction (that is, bona fide cooperative status), and acquiring and converting public utilities into bona fide cooperatives

Electric

Advising and representing electric generation providers in electric distribution utility proceedings concerning rates and terms of service
Advising and representing property owners affected by proposed electric transmission line sitings in Pa. PUC proceedings
Counseling and representing large users of electricity in Pa. PUC proceedings involving rates and terms and conditions of service
Advising and representing Pennsylvania’s municipal electric utilities on procurement, rate, regulatory, and service issues
Ongoing litigation at FERC and the Circuit Courts of Appeal on behalf of the State of California seeking refunds for overcharges during 2000-2001 California Energy Crisis.
Advising and representing clients concerning electricity commodity and capacity contracting.

Solar/Wind/Alternative Energy

Representing NGOs and natural gas distribution companies in Act 129 electric distribution utility alternative energy portfolio cases and other related proceedings before the Pa. PUC
Advising wind power providers on Pa. PUC and siting issues
Advising municipalities and public/private partnerships on solar projects
Securing end user grants for demand side management and related energy usage reduction

District Heating and Cooling

Representing Pennsylvania district heating and cooling utilities in full range of Pa. PUC rates, service, merger and financing issues.

Oil, Gasoline and Petroleum

Representing large end user customers of oil and gasoline pipelines in complaint and rate proceedings before Pa. PUC.
Providing advice and representation before the Pennsylvania Department of Environmental Protection, Pennsylvania Department of Revenue, Pennsylvania Department of General Services, and Pennsylvania Department of Commerce and Economic Development in such matters as:
- Petroleum Marketing Practices Act
- Biofuels
- Fleet fueling
- Downstream defaults
- National Renewable Fuel Standards

Marcellus Shale

The Marcellus Shale natural gas development in Pennsylvania has been described by regulators and university studies as a source of clean-burning energy that can create more than 200,000 jobs while producing the equivalent of 87 billion gallons of oil. HMS Legal has been involved since the inception of the Marcellus Shale development in Pennsylvania, providing legal advice and representation to various industry stakeholders, including midstream/gatherer pipeline companies, water suppliers and wastewater treatment providers, as they take part in the development of this significant energy supply.

In addition to its attorneys speaking on Marcellus Shale issues at symposiums, HMS Legal has a long history and understanding of the natural gas industry and has represented local distribution companies and the former Pennsylvania Gas Association for over 20 years in financial, system and service matters. HMS Legal also has long represented the water and wastewater industry in Pennsylvania, serving as counsel to the Pennsylvania Rural Water Association, the Capital Region Council of Governments and other significant ad hoc groups of wastewater system and water system owners. At the invitation of the Pennsylvania Department of Environmental Protection (Pa. DEP), HMS Legal has participated in a number of Pa. DEP working groups related to the regulation of the water industry.

Our available client services relative to Marcellus Shale activities include:

Representation before the Pennsylvania Public Utility Commission, the Pa. DEP, the Susquehanna and Delaware River Basin Commissions, county and local municipalities on matters regarding development of legislation, regulations and policy statements
Applications to provide intrastate pipeline gathering and treatment service, for motor common carrier rights, and for acquisitions or sales of systems and assets
Representation regarding wastewater nutrient credit trading, effluent limitations, Chesapeake Bay and Total Maximum Daily Load (TMDL) issues, and cap load regulation
Drafting of contracts, property or asset agreements
Representation in eminent domain, land use, zoning, right-of-way, and other real property matters
Drafting of agreements regarding water supply, and representation regarding water supply filings with regulators, processing wastewater, hydraulic fracturing fluid and flowback diversion, treatment and disposal
Coordination of client legal matters and projects in multiple locales in Pennsylvania
Providing regulatory and transactional due diligence

Mergers & Acquisitions

Pennsylvania Public Utility Commission Utility Mergers & Acquisitions, Changes of Control & Restructurings

HMS Legal has significant experience representing acquiring and acquired companies (both in voluntary and in hostile situations) in litigated Pa. PUC certification proceedings, as well as providing due diligence analysis and advice regarding regulatory issues and obligations related to mergers and acquisitions. Case experience has given HMS Legal significant familiarity with the application of the primary legal provisions and policy considerations applicable to mergers and acquisitions, changes of control, and restructurings, including:

Applications for certificates of public convenience under Sections 1102(a)(3) and 1103(a) of the Pennsylvania Public Utility Code (Title 66 Pa.CS) to acquire property or control of a utility by stock purchase, merger or asset acquisition.
The related application of the Pa. PUC’s “change of control” Policy Statement.
Related financing or stock issuance approvals to fund acquisitions in whole or part.
Court decisions regarding acquisitions, stock transfers and changes in utility control including the “affirmative benefits” standard.
Successfully negotiating settlements.
Litigating cases to a conclusion approving the transaction or change in control.

We are familiar not only with the forums (Pa. PUC, The Commonwealth Court of Pennsylvania, and The Supreme Court of Pennsylvania), but also the public advocates and the many interveners that challenge such transactions. For example, a sample of our Pa. PUC M&A proceedings are listed below. Thomas J. Sniscak was lead attorney in all bolded proceedings listed below:

Corning Natural Gas Holding Company 2016 acquisition of natural gas and electric utility Pike County Light & Power (Buyer’s Lead Counsel)
ZZZ Fund (investment fund) 2015 Pa PUC due diligence re: construction and operation of intrastate natural gas pipeline
YYY Pipeline Corporation 2015 Pa PUC due diligence re: purchase of natural gas pipeline.
Columbia Water Company 2013 acquisition of Marietta Water Company (Buyer’s Lead Counsel)
Delphi Fund 2013 acquisition of Laser Pipeline Inc. (Buyer’s Lead Pa PUC Counsel and Lead Counsel on Pa PUC Due Diligence)
Dominion Resources, Inc. in Steel River’s (investment fund) 2010 acquisition of The Peoples Natural Gas Company, d/b/a Dominion Peoples (Seller’s Counsel)
The Pennsylvania State University in FirstEnergy Corp.’s 2010 acquisition of West Penn Power Company and Allegheny Energy, Inc. (PSU Lead Counsel)
Exelon Corporation in its 2009 hostile attempt to acquire NRG Energy, Inc. (Exelon Lead Counsel)
UGI in its 2008 acquisition of PPL’s Gas System (formerly the Penn Fuels Companies)(Buyer’s Lead Counsel)
Edison Mission Energy in its $1.8 billion acquisition of GPU Energy’s Homer City Generation Station (Buyer’s Lead Counsel)
Acquisition in 2007 of Duquesne Light Company by Macquarie Consortium (Lead Counsel for Dominion Retail)
Southern Union Company in UGI Corporation’s 2006 acquisition of PG Energy local gas distribution operations (Seller’s Lead Counsel)
Citizens Communications Company in its acquisition of Commonwealth Telephone Company (Seller’s Lead Counsel)
Citizens Communications Company in its acquisition of Frontier Communications of America, Inc. (Seller’s Lead Counsel)
Frontier Corporation in its acquisition by Global Crossing, Ltd. (Buyer’s Lead Counsel)
Verizon Communications, Inc. in its acquisition of GTE North (Buyer’s Outside Counsel)
Bell Atlantic Pennsylvania, Inc. (now Verizon Pennsylvania Inc.) with regard to its merger with NYNEX (Buyer’s Outside Counsel)
Unicom (Com-Ed) Corporation in its merger with PECO Energy Company (Buyer’s Outside Counsel and Lead Counsel for Pa PUC due diligence)
TDS Telecom in its acquisition of Deposit Telephone Company (Buyer’s Lead Counsel)
Consolidated Natural Gas Company when it was acquired by Dominion Resources, Inc. (Seller’s Lead Counsel)
Southern Union Company in its acquisition of PG Energy Company (Buyer’s Lead Counsel)
NUI Corporation application to acquire Pennsylvania Gas & Water Company (NUI’s Lead Counsel)
Carey Energy Corporation in its attempt to acquire Pennsylvania Gas & Water Company (Buyer’s Lead Counsel)

Telecommunications

The telecommunications industry continues to evolve as new services and methods of communication are developed. As required by the Telecommunications Act of 1996 and Chapter 30 of the Pennsylvania Public Utility Code, incumbent telephone companies are now providing a variety of broadband services to customers and competitive providers of local and long distance telephone services are available in all areas of the Commonwealth. HMS Legal aided incumbent telephone companies in transitioning into the new regulatory environment and our attorneys have participated in proceedings during this transition for clients of all sizes.

HMS Legal has built a solid reputation in the telecommunications industry by keeping abreast of developing technology, understanding how that technology will affect the provision of telecommunications services, and assisting our clients in addressing the evolving regulatory landscape as part of their overall business strategy.

We have represented our clients in proceedings involving numerous issues, including:

Industry restructuring and competition
Implementation of the Telecommunications Act of 1996
Chapter 30 alternative rate regulation
Mergers and acquisitions
Expansions
Ratemaking
Service and billing matters
Financing and Pennsylvania Public Utility Commission securities registration
Voice over Internet protocol
Virtual NXX

Transportation

The transportation industry in Pennsylvania has undergone significant changes over the past several decades, from the deregulation of property carrier service in 1995 through the relaxing of entry standards and evidentiary requirements before the Pennsylvania Public Utility Commission (Pa. PUC). The clear trend has been toward promoting increased competition within the industry.

HMS Legal has been actively involved in this evolving transportation climate for almost 30 years. HMS Legal attorneys represented major trucking companies prior to the deregulation of property carriers. Since then, HMS Legal has represented all types of transportation clients, including call or demand, paratransit, limousine, group & party, airport transfer, household goods, and scheduled route carriers.

We have represented clients in numerous proceedings before the Pa. PUC involving the following issues:

Initial market entry certification
Territory expansion
Initial tariff filings
Rate increase/tariff revision filings
Abandonment of service
Transfer of authority
Protests to applications

Water & Wastewater

The firm’s comprehensive water and wastewater practice involves representation of clients before the Susquehanna and Delaware River Basin Commissions, the Pennsylvania Department of Environmental Protection, the United States Environmental Protection Agency, the Pennsylvania Environmental Hearing Board, and state and federal courts. The firm serves as Solicitor to the Pennsylvania Rural Water Association, the largest association of water system and wastewater service providers in the Commonwealth, and also represents individual members of that Association. In addition, HMS Legal represents several ad hoc groups of wastewater clients seeking pre-enforcement review of new regulatory requirements.

HMS Legal’s regulatory practice covers all legal aspects of drinking water and wastewater treatment operations. Our firm provides guidance and advice on a range of issues, including:

Structuring businesses and operations to address questions of Pennsylvania Public Utility Commission jurisdiction
Setting and defending user rates and rate structures
Representing private and municipal utility operations in rate increase, service, certificate and acquisition proceedings
Ensuring compliance with state and federal regulatory requirements
Negotiating enforcement matters such as consent orders, adjudications, administrative orders, and investigations
Answering legal questions arising from operations, including termination of service and customer notice requirements
Advising clients about water withdrawal and wastewater issues related to hydraulic fracturing in developing Marcellus Shale gas
Representing groups of water and wastewater providers on state-wide and federal regulatory changes
Representing clients with issues related to Total Maximum Daily Loads, nutrient cap loads, nutrient credit trading, and other effluent-related issues arising from efforts to improve the water quality of the Chesapeake Bay