Energy and Regulated Industries
An Interdisciplinary Team for Energy Sector Clients
Munger, Tolles & Olson has led clients through novel regulatory and legislative challenges, historic litigation and transformative transactions. From PG&E’s bankruptcy to Southern California Edison’s role in the energy crisis, from first-of-a-kind transactions to high-stakes litigation like representing Transocean in the BP oil spill, MTO attorneys have represented energy clients in their most important and complex challenges.
Today, we continue our long tradition of representing energy companies facing pressing energy regulatory and litigation matters: We are particularly known as the lawyers to large utilities. Energy companies treat Munger, Tolles & Olson as trusted advisors and counsel in major regulatory, litigation, financings, securities issuances and other transactions.
Our practice includes:
- Litigated Proceedings
- Securities Transactions
- Chapter 11
We represent some of the largest energy sector clients in America, including:
- Edison International – Southern California Edison
- Liberty Utilities
- Occidental Petroleum
- Pacific Gas and Electric Company
- Plains All American Pipeline L.P.
- Safari Energy
- Sempra Energy
Munger, Tolles & Olson is a trusted counselor to energy companies throughout the U.S. Our experience includes representing:
- Pacific Gas & Electric in:
- obtaining approval from the California Public Utilities Commission (CPUC) of its Plan of Reorganization.
- obtaining approval from the CPUC of a $7.5 billion rate-neutral securitization transaction.
- seeking CPUC approval to transfer its non-nuclear generation assets to a subsidiary and selling a minority of the equity in the new entity.
- defending against a petition brought by the City and County of San Francisco (CCSF) asking the CPUC to determine how much CCSF would have to compensate PG&E to acquire PG&E’s transmission and distribution assets used to serve customers in San Francisco. It is one of the largest municipal condemnation of utility assets in history.
- two cost of capital proceedings before the California Public Utilities Commission. One is based on the events of the COVID-19 pandemic. The decision was adopted by the CPUC and utilities prevailed on all counts.
- advice regarding its applications for CPUC approval to securitize certain capital expenditures.
- a CPUC proceeding concerning whether PG&E’s organization and culture adequately prioritize safety.
- obtaining CPUC approval for sale of the headquarters building.
- Southern California Edison in:
- connection with various bankruptcies of energy and utility companies with which SCE has business relationships.
- two proceedings before the California Public Utilities Commission with respect to securitizations of certain capital expenditures.
- connection with its lead role in forming and administering the California Clean Fuel Reward (CCFR) Program.
- Liberty Utilities Co. in handling rehearing proceedings and subsequent appeal in a securitization matter pending before the Missouri Public Service Commission.
Munger, Tolles & Olson has represented energy companies in the following major litigation matters:
- Chevron in an antitrust class action alleging a conspiracy between oil companies and various members of the Organization of Petroleum-Exporting Countries (OPEC) to inflate the price of oil.
- Plains All American Pipeline L.P. in numerous claims stemming from the 2015 release of oil in Santa Barbara County. There were over a dozen lawsuits in state and federal court. On the civil side, we negotiated a $230 million settlement of a class action brought by classes of property owners and fish industry plaintiffs. On the criminal side, we defended Plains in a four-month criminal trial in Santa Barbara state court on claims brought jointly by the state attorney general’s office and the Santa Barbara County district attorney’s office. Thirty counts were dismissed before trial, and we avoided conviction on the counts charging Plains with a “knowing” discharge of oil. After extensive post-trial proceedings, the Court largely rejected restitution claims.
- PG&E in a criminal investigation into the Kincade Fire. The largest fire of the 2019 fire season, the Kincade Fire burned approximately 77,000 acres in Sonoma County near Healdsburg and Santa Rosa, and destroyed more than 350 structures.
- Southern California Edison in:
- successfully defending on appeal a grant of summary judgment for SCE in a case in which the plaintiffs claimed that a family was experiencing electrical shocks on their property because of alleged stray voltage from a nearby SCE substation.
- two securities cases: a Ninth Circuit affirmation of a dismissal of a class action under the Employee Retirement Income Security Act (ERISA) against fiduciaries of Edison’s employee stock ownership plan, and in obtaining dismissal of a securities class action alleging that the 2017 and 2018 wildfires and mudslides in Southern California revealed that the company and its executives had misrepresented its safety practices and the risks of potential wildfire liability. The Daily Journal recognized the dismissal on its “Top Verdicts for 2021.”
- Tokyo Electric Power Company (TEPCO), the fourth largest electric utility in the world, in appellate litigation stemming from the Fukushima nuclear disaster.
- Occidental Petroleum in a French court proceeding brought by a French woman of Vietnamese origin who claims she was injured during the Vietnam war by Agent Orange.
- Safari Energy in its lawsuit against Chint Power Systems (CPS) for defective solar equipment (inverters) provided to 13 Safari facilities in Georgia.
Major energy companies turn to Munger, Tolles & Olson for advice and support on a range of matters, including securities transactions, financings, corporate disclosure and corporate governance matters. Recent representations include advising:
- Edison International in advising the company with respect to its equity issuances, including $1.25 billion of separate series of its Cumulative Perpetual Preferred Stock and its $500 million common stock issuance program.
- PG&E in a sale of its wireless carrier licensing business to SBA Communications for just under $1.0 billion. The agreement provided for the transfer of certain existing licenses, and an arrangement also allows SBA to continue to market and sublicense access to the towers and structures to additional wireless providers in exchange for a payment to PG&E of a portion of future revenue.
Following are detailed examples of how Munger, Tolles & Olson has guided clients through complex matters.
The “First Climate Change Bankruptcy”
Client: Pacific Gas & Electric
Munger Tolles represented PG&E in its regulatory, legislative, transactional and litigation issues arising out of its Chapter 11 proceeding. Led by partner Henry Weissmann, the firm assisted PG&E in obtaining approval from the California Public Utilities Commission and the Governor for its plan of reorganization.
The San Francisco-based utility filed for Chapter 11 bankruptcy in January 2019 in the aftermath of devastating wildfires that resulted in over $30 billion in claims against the company.
To emerge from bankruptcy, PG&E had to obtain approval from the CPUC for its Plan of Reorganization. We represented PG&E in this high-profile and heavily litigated case. Simultaneously, we represented PG&E in negotiations with the California Governor, which led to his support for PG&E’s Plan. In May 2020, the CPUC issued a decision approving PG&E’s Plan, including both the financing of the Plan (which involved the largest capital raise in the history of the U.S. utility industry) and the provisions for improved safety and governance of the company. This paved the way for PG&E’s exit from Chapter 11 on July 1, 2020.
Press Coverage: PG&E’s Bankruptcy Plan Wins Support From Wildfire Victims