Energy

With the implementation of landmark legislation in June 2001 dismantling a vertically-integrated electric power industry, the country's energy industry continues with the long process of total restructuring in an environment of increasing power requirements, pressing need for local or alternative fuel resources and developing regulatory framework. The Firm's Energy Practice has maintained its strategic position in the industry with its firm grasp of the various legal, regulatory and commercial issues which arise with reforms. PJSLAW takes pride in its Energy Practice and its continuing role in the long-term viability of the Philippine energy industry. We value the privilege of being able to participate and serve in the upstream and downstream petroleum sectors, the power industry and the emerging renewable energy market

PJSLAW has recently been selected by in-house community through a survey conducted by ASIAN-MENA Publication (ASIAN-MENA Counsel) as the most preferred external counsel for the Philippines – Energy and Natural Resources. The Energy Practice also ranked Tier 1 on the 2012 report of the AsiaLaw Profiles “The Guide to Asia-Pacific’s Leading Law Firms.”

Renewable Energy


    Wind

  • Acting as counsel to the Philippine subsidiary of an international wind power company that is currently developing over 450MW of wind projects in the Philippines and its first 80 MW project in Northern Luzon.
  • Advising companies intending to engage in the assessment, exploration and development of wind power resources in the Ilocos Region, Casiguran, Aurora and San Carlos City, Negros Occidental. Work primarily involved providing legal advice on the Philippine regulatory framework for wind energy projects, particularly on the requisite government approvals and procedures for entering into a contract with the Philippine government.
  • Hydro

  • Advising SN Aboitiz Power, Inc., a joint venture between SN Power of Norway and the Philippines’ Aboitiz Power Corporation, and providing assistance to its project companies operating the Magat Hydro-Electric Power Plant and the Ambuklao-Binga Hydro-Electric Power Plants. Work includes assistance in negotiating and drafting power sales agreements, transmission contracts, ancillary services agreements and WESM-related transactions, including providing representation with the Energy Regulatory Commission for the approval of supply agreements.
  • Acted for AES in its proposed bid for appointment as IPPA for the management of the 345-MW San Roque Multi-Purpose Hydroelectric Power Plant, 70-MW Bakun Hydroelectric Power Plant, and 30-MW Benguet Mini-Hydro.
  • Acted as advisor to K-Water Corporation of Korea in its bid for the Angat Hydroelectric Powerplant from the National Power Corporation in a competitive selection process undertaken by PSALM Corporation.
  • Geothermal

  • Acting as legal counsel to Aboitiz Power Corporation and its project company, AP Renewables, Inc., in its successful bid and Closing for purchase of the 747MW Tiwi-Makban Geothermal Power Complex of the National Power Corporation pursuant to bid process conducted by PSALM. Continuing work involves review and negotiation of power sales agreements and other implementing contracts, including steam sales agreements.
  • Acting as counsel to Maibarara Geothermal, Inc., a consortium composed of PetroEnergy and Trans-Asia Oil Company, developing a 40MW geothermal power plant in Laguna under a Renewable Energy Contract with the Department of Energy. Work includes providing assistance to client in all phases of project development and coordination with relevant government agencies, including providing advice on land acquisition and land-related issues as well as power market study and regulatory matters.
  • Solar

  • Acted as counsel to a Japanese corporation in its joint venture agreement with a Philippine corporation for the development of solar power projects in the Philippines.
  • Advising a solar power developer based in the Netherlands in its proposed solar power projects in the Philippines.
  • Biomass and Biofuels

  • Assisted Bronzeoak Philippines in the financing, development and construction of the first integrated sugar mill-distillery-power plant complex in the Philippines put up by Bronzeoak subsidiary, San Carlos Bionergy Corporation, in San Carlos, Negros Occidental.
  • Advising Cavite Biofuel Producers, Inc. in its Engineering Procurement and Construction (EPC) contract for the establishment of a 125,000 liter per day biofuels production and power generation plant in Magallanes, Cavite. Work involves review of the tender documents, contract drafting and negotiations and analysis of pertinent tax laws and regulations relating to the contract.

Coal Thermal Projects

  • Advised AC Energy Holdings, Inc. (formerly Michigan Power Inc.), a wholly owned energy unit of Ayala Corporation (Ayala Corp), on the due diligence review of its Joint Venture Agreement (JVA) with Trans-Asia Oil and Energy Development Corporation (TA Oil) in the development of a 135MW coal-fired thermal power plant in Calaca, Batangas.
  • Advised the country’s exploration oil company in the legal requirements for its coal projects and service contracts. Work included providing legal advice on government approvals necessary for oil and coal exploration, drafting of participation agreements in oil and gas blocks, representation before relevant officers of the Department of Energy, assistance in securing environmental compliance certificate for coal mines and advice on contract matters.
  • Acts as counsel to Therma Luzon Inc., a subsidiary of the Aboitiz Power Corporation, the first appointed independent power producer administrator (IPPA). We assisted client in its successful bid for the selection of IPPA for the management of the 700-MW Pagbilao coal-fired power facility in Quezon currently owned by the National Power Corporation in a public bidding process undertaken by the Power Sector Asset and Liabilities Management Corporation’s (PSALM). The contract was awarded by PSALM to Therma Luzon for its bid of USD691 million on 4 September 2009 and the transaction closed after only a month, on 1 October 2009.
  • Acted as local legal counsel for client’s development and operation of a coal-fired power generation plant in the Subic Bay Freeport Zone. Work included structuring, drafting and review of operational and project financing contracts, representation before various government agencies and private entities, review of and advise on licenses and permits issued by and contracts with government agencies and administrative bodies, advice on intellectual property laws and regulations in relation to its licensing and technology transfer agreements, assistance in corporate and social responsibility programs, advice on labor matters and advice on fiscal and non-fiscal incentives specific to the power generation industry.
  • Successfully assisted Steag State Power Inc., a joint venture company of Evonik Steag GmbH, Aboitiz Power Corporation and La Filipina UyGonco Corporation, in the negotiation and financial close of its US$80 Million refinancing for its 232MW coal fired power plant located on the island of Mindanao, Philippines.
  • Acted as local legal counsel to one of Thailand’s established power companies and considered as biggest coal supplier in the region, in its bid for the acquisition of the 2x300MW Calaca Coal-Fired Thermal Power Plant under the privatization process conducted by PSALM.
  • Acted for the Aboitiz Power Corporation (APC) in its acquisition of shareholding interest in STEAG State Power, Inc., the project company owning and operating a 210MW coal-fired thermal power plant in Mindanao, Philippines. As counsel for APC in the acquisition, PJSLAW assisted in the due diligence review of documents provided by the Seller (STEAG AG), provided advice in the review and negotiations of the Share Purchase Agreement, Shareholders Agreement and financing documents, and assisted the parties in achieving Financial Close for the transaction.
  • Assisting AES Corporation in regulatory matters involved in its operations of the 600 MW (net) Masinloc coal-fired power plant.

Oil and Gas

  • Advised a UK-based petroleum exploration company in its acquisition of participating interest in various oil and gas exploration and coal production contracts in the Philippines. Our work included assistance in corporate structuring and registration, obtaining clearance and approvals on the transfer of interests, and advice on coal and petroleum exploration and production issues arising in the Philippine legal framework.
  • Assisted an inter-agency committee (composed of the Department of Energy, Department of Finance, the National Power Corporation and the Power Sector Assets and Liabilities Management Corporation) in the negotiations of a US$163 Million deferred payment facility covering the exploration and drilling of the Malampaya gas fields in Palawan, Philippines.
  • The firm has assisted party contractors to Service Contracts for offshore development, ranging from single area to multiple blocks and sub-areas. Our work involved the reconciliation of records of the prior years’ transfers of participation interests, allotment of historical cost recovery accounts, advice on petroleum exploration and production issues, coordination with the Department of Energy (Department) in relation to rights and obligations of the party contractor under the SC.
  • Undertook preparation of documentary requirements in compliance with government regulations and procedures, for party-contractor to a Service Contract involved in the exploration, development and extraction of petroleum and natural gas. Work involved the interpretation of contractual provisions to obtain the support of the Department in relation to the development of marginal gas fields, and providing precedent documentation on Marketing and Solicitation Process to permit the service contractor to enter into long term contracts with off-takers.
  • Drafting, review and interpretation of industry contracts, including but not limited to Service Contracts, Farm-in Agreements, Gas Sale and Purchase Agreement (GSPA) and Terms of Reference (TOR), and advice on the exploration, production, corporate and fiscal issues relating to Service Contract operations.
  • Prepared a legal roadmap for a party contractor in the conversion of a Geophysical Survey and Exploration Contract into a Service Contract.
  • Assist clients in the Philippine law implications in relation to qualifications for legal incentives, corporate structuring, tax resolutions, transfer procedures and requirements and other operational issues.
  • Acted as local legal counsel to lenders to the operator of Service Contracts, including advice on the Philippine oil and gas regime, taxing consequences under the SC and the loan documentation, enforceability of security documents, and preparation of a due diligence report on a legal and industry perspective.
  • Acted as legal counsel for foreign oil and gas exploration company in its acquisition of participating interest in various oil and gas exploration interests in the Philippines. Our work includes assistance in corporate structuring and registration, obtaining clearance and approvals on the transfer of interests, and advice on petroleum exploration and production issues arising in the Philippine legal framework.

Government Advisory

  • Acted as legal counsel to the Philippine Electricity Market Corporation (PEMC), the public-private partnership corporation established for the operation of the Philippine Wholesale Electricity Spot Market (WESM). As counsel, we assisted PEMC in obtaining all legal, institutional and regulatory requirements for the commercial launch of WESM in July 2006.
  • Currently serves as legal consultant to the International Finance Corporation (IFC) in relation to its advisory services being rendered to the Department of Energy (DOE) for the development and promotion of private sector participation (PSP) in the Philippine Government’s Missionary Electrification/rural electrification program. The Firm’s involvement includes the identification of and coordination with relevant stakeholders; participation in information dissemination and public awareness campaigns; assistance and advice in the conduct of a competitive selection process; coordination with regulatory authorities in the formulation of regulatory framework and policies; and briefings and consultations with potential investors.
  • Currently assisting the National Renewable Energy Board in its application for the approval of the Feed-In Tariffs (FITs) with the Energy Regulatory Commission.

























IFLR1000