Blank Rome LLP

The attorneys and professionals of Blank Rome LLP and Blank Rome Government Relations LLC are uniquely positioned to counsel and represent shale gas and oil exploration, production, and mid-stream companies regarding all of their business needs. With offices in Philadelphia, New York City, and Washington, DC, Blank Rome is strategically located to meet the needs of shale developers and operators in courtrooms, boardrooms, and before state and federal government.

Environmental

The strategic use of natural resources and responsible growth places environmental law at the forefront of business and development concerns surrounding the development of the Marcellus Shale and other significant shale plays.

Blank Rome’s nationally-recognized environmental practice provides counsel to clients in every major business sector, including energy, manufacturing, real estate, commercial development, public and private finance and investment, healthcare and transportation. We are strategically positioned to represent companies involved in the development and production of Marcellus Shale in the Commonwealth of Pennsylvania. Our firm has assisted companies involved in the development of the Marcellus Shale and other significant shale plays as well as companies seeking to participate or obtain meaningful investments in theses plays.

Blank Rome attorneys have been actively monitoring the environmental debate associated with the development of Marcellus Shale and other significant shale plays, and how this development interfaces with the goals of environmental protection and compliance with environmental laws. We counsel clients in connection with the significant environmental issues arising from exploration and production activities associated with shale development including: allocation of water resources, wastewater and stormwater permitting and management, erosion and sedimentation controls, and groundwater contamination. Given our extensive  representation of  clients in Superfund and response action litigation in both state and federal Courts, our attorneys have a comprehensive understanding of the technical, factual, and legal considerations that must be evaluated and analyzed in preparing to defend against environmental claims, including groundwater contamination claims.

In that regard, we have unparalleled experience negotiating, settling, or litigating claims with the Environmental Protection Agency (EPA), state and regional offices of the EPA, and with every state’s environmental protection agencies.

Our Shale Gas & Oil Development trial and regulatory attorneys have assisted clients at the national, state and local level with matters involving:

• Toxic Tort Claims including Groundwater Contamination Claims
• Clean Air Act Permitting and Enforcement
• Clean Water Act Permitting and Enforcement 
• Safe Drinking Water Act Permitting and Enforcement
• Civil and Criminal Enforcement and Litigation
• Due Diligence, Compliance Auditing and Environmental Management Systems
• Corporate, Real Estate and Lending Transactions
• Construction and Operating Permits For Project Development
• Underground and Aboveground Storage Tanks
• Natural Resource Damages Claims
• Toxic Substances Control Act 
• Resource Conservation and Recovery Act And Hazardous Waste Management
• Superfund and Voluntary Remediation Programs (such as Pennsylvania’s Land Recycling Act)
• Hazardous Materials Transportation Act

We have particular experience in the following areas:

Environmental Permitting and Compliance

In a constantly evolving regulatory environment, it is essential to have a proactive compliance strategy. We counsel clients across the nation on compliance issues arising under all major state and federal environmental laws. These laws include: the Clean Water Act, the Clean Air Act, the Safe Drinking Water Act, Superfund and state voluntary cleanup laws, RCRA and state solid and hazardous waste management laws, community and worker right-to-know laws, and the Hazardous Materials Transportation Act. In addition, we assist clients with environmental permitting, land development, facility siting, reporting obligations, and meetings with federal and state regulatory agencies related to compliance matters. We conduct environmental, health, and safety compliance audits to determine the scope and extent of compliance issues, if any, and the corrective actions that must be undertaken, if required.  Finally, we work with clients and consultants to design environmental management systems to address any issues identified during the scope of the auditing program.

Environmental Due Diligence and Risk Management

In any business transaction, the ability to quantify and qualify potential risk can ensure a successful outcome. Blank Rome’s environmental attorneys team up with other attorneys in our corporate and financial groups in connection with complex private and public commercial transactions. Our services include identifying, quantifying, qualifying, allocating, and documenting environmental issues and matters related to asset and stock acquisitions, sales of industrial and commercial companies (both private and public), credit agreements and secured financings, and strategic investments in industrial and commercial properties. We also assist our clients obtain environmental insurance coverage when they wish to minimize environmental and business risks and ensure a successful transaction.

Environmental Enforcement and Litigation (Civil, Criminal, and Administrative Proceedings)

Our environmental attorneys provide representation in federal and state, civil and criminal enforcement actions and with respect to judicial consent decrees, administrative compliance orders, civil penalty assessments, natural resource damages assessments, and citizens’ suit actions to enforce federal and state environmental laws. We also litigate complex, multi-party actions involving cost-recovery, cleanup-cost allocation, and "toxic tort" claims involving issues related to releases of contaminants to the environment including groundwater. Moreover, we have prosecuted and defended against claims before state and federal agencies, including the Pennsylvania Department of Environmental Protection and the Pennsylvania Environmental Hearing Board.

Select Engagements

The Blank Rome Shale Development Industry Group includes lawyers who:

• Negotiated a contract on behalf of our client, a major Marcellus Shale drilling services company, with a producer specifying the terms for a drilling engagement and also represented our client in connection with an OSHA onsite investigation.
• Represented a Pennsylvania-based service company in connection with a Master Services Agreement relating to the installation of liners for lagoons in the Marcellus Shale.
• Represented an industry association in connection with Pennsylvania’s proposed severance tax.
• Represented a major steel company in a transaction in which a third-party will be developing Marcellus gas underlying the client’s property for its use and sale.
• Defended a major oil and gas company charged in 97 counts of federal criminal indictment alleging conspiracy, false statements, and violations of the Clean Air Act and CERCLA. Successfully resulted in the government’s dismissal of all charges against four individuals and two corporate entities, and with the entry of a guilty plea to one false statement count by a subsidiary company.
• Assisted an international chemical company in several internal investigations in connection with potential violations under various state and federal environmental statutes, and negotiated a resolution of the findings with EPA and the respective state environmental agencies.
• Currently represent several interests in the Deepwater Horizon oil spill.
• Counseled clients in responding to federal and state grand jury subpoenas for alleged environmental violations, and conducted related internal investigations.
• Represented chemical manufacturers, oil refiners, pipeline operators, and other manufacturers in responding to federal and state grand jury subpoenas for alleged environmental violations, and conducted related internal investigations.
• Conducted environmental, health and safety compliance audits for manufacturers, educational institutions, and service-related companies to identify potential and actual violations of environmental laws to assist with the development of environmental management systems, and to provide counsel regarding required disclosures to government agencies and applicable federal and state immunity policies.
• Provided ongoing compliance counseling to a manufacturer of chemical products seeking to address notices of violations under RCRA, the Clean Air Act, the Clean Water Act, the Emergency Planning and Community Right-to-Know Act, the Hazardous Materials Transportation Act and assisted the company with the preparation of a compliance strategy and environmental plans to implement the strategy.
• Assisted clients in responding to malfunctions and explosions that occurred during the manufacture of specialty chemicals. Blank Rome also assisted a client with air permitting, enforcement, and cleanup issues related to another explosion.
• Provided environmental counsel to a privately held construction company involved in highway construction and quarry operations, regarding the expansion of its businesses in connection with permits, agency meetings, negotiations, and community relations.
• Represented an exclusive sales representative of hydraulic fracturing material in a tortious interference suit to enforce rights under a commissioned sales agreement, resulting in a $7 million pre-trial settlement in one action and an $8 million verdict in a trial of second action.

Specific Engagements Under Pennsylvania’s Environmental Laws

Clean Water Act and Pennsylvania Clean Streams Law

• Representation of a Publicly Operated Treatment Works (“POTW”) in connection with: enforcement actions against various entities that have pre-treatment permits; litigation involving EPA, regulatory interpretation of the Clean Water Act and Clean Streams Law, litigation with DEP in connection with permit terms and requirements
• Representation of a Company that owns and operates several rock mining quarries in connection with: obtaining Clean Water Act permits, enforcement of permit requirements by DEP and coordination of studies involving wastewater discharges to surface water bodies.
• Representation of a Company that manufactures recreational products in a potential enforcement action by POTW and EPA and assisted the company with respect to compliance issues related to discharges of color (or dye) into a surface water body.
• Representation of a major environmental contractor involved in the remediation of a Superfund NPL site adjacent to the Delaware River in an enforcement action filed by EPA and DEP with respect to wastewater discharges from the site into the Delaware River.
• Representation of a casino owner with respect to: obtaining permits from DEP and the Army Corps of Engineers (Philadelphia District) in connection with the siting of a casino adjacent to the Delaware River.
• Representation of a potato chip manufacturer in negotiations with DEP regarding a Consent Order in connection with its wastewater treatment facility involving the treatment of wastewater from manufacturing operations to a lagoon and spray fields.
• Representation of a casino owner with respect to the design and implementation of a wastewater treatment system to be located onsite at the casino and obtaining permit approvals from state and local authorities.
• Representation of the City of Reading in connection with a lead-contaminated park and lake in regard to remediation of such and engaged in negotiations with DEP and EPA.

Clean Air Act and Pennsylvania Air Pollution Control Act

• Representation of a Company that owns and operates several rock mining quarries with respect to the generation of asbestos containing dust associated with rock production and conducted an air exposure evaluation and obtained several Clean Air Act permits for the mining operations.
• Representation of numerous companies, utilities and POTWs in Pennsylvania with respect to obtaining Clean Air Act Permits, negotiated the terms of such permits with EPA and DEP, and provided counsel regarding enforcement actions filed by DEP and EPA with respect to violations of such permits.
• Negotiated various enforcement cases with the City of Philadelphia and DEP with respect to violations of federal and state Clean Air Act permits for a barge operator and a data resource company.
• Representation of a Municipal Authority with respect to a citizen suit action contesting the issuance of a permit to a waste-energy facility.
• Represented a POTW before the Pennsylvania Environmental Hearing Board in an appeal of a regulation promulgated by DEP pertaining to the need for radioactive monitors to be placed at the facility.
• Evaluated the Clean Air Act Permit requirements applicable to a independent power producer project involved in the combustion of coal refuse.
• Representation of a chocolate manufacturer with respect to an enforcement proceeding filed by DEP in connection with the discharge of air pollutants without a permit.

Resource Conservation and Recovery Act in Pennsylvania and Pennsylvania Solid Waste Management Act

• Representation of a Municipal Authority in connection with obtaining a permit for a landfill and provided counsel for the management of fly ash and bottom ash generated from its waste-to-energy facility
• Representation of a POTW with respect to management of its sludge generated through the wastewater treatment plant processes.
• Representation of various municipalities in Pennsylvania in connection with implementation of their Solid Waste Management Plans which included the preparation of  municipal ordinances, and coordination with DEP and local community interest groups.
• Representation of various owners and operators in connection with the enforcement by DEP or EPA for solid, residual or hazardous waste violations.
• Representation of a Company interested in the purchase of a landfill in order to generate landfill gas for power production.
• Representation of numerous developers in connection with developing residential or commercial sites pursuant to the Pennsylvania Land Recycling Act (or Act 2).

Superfund and Hazardous Sites Cleanup Act

• Representation of a Company negotiating with a large Fortune 500 manufacturer with respect to contamination caused by the past manufacturing operations that caused PCE releases and PCE vapor intrusion in residential homes..
• Representation of a Municipal Authority with respect to the EPA investigation and remediation of NPL Superfund Site; filed a cost-recovery action under Superfund and represented 30 plus municipalities.
• Representation of various utilities with respect to negotiations with Department of Justice and EPA and implementation of a remedy for various NPL Superfund Sites located throughout the Commonwealth of Pennsylvania.
• Representation of a Chrysler automobile dealership in multi-party litigation pertaining to leaking USTs.
• Representation of a Company engaged in negotiations with DEP and EPA regarding the release of PCBs at a site.

Oil and Gas, Groundwater, and NORM Litigation

Speculation about a possible connection between hydraulic fracturing and groundwater contamination, and the potential for shale production to generate waste containing naturally occurring radioactive materials (NORM) has fueled opposition to industry’s drilling, production and waste management practices, as well as lawsuits. Plaintiffs should not be permitted to recover damages for groundwater contamination simply by demonstrating that shale operations occurred near their property and that their wells contain elevated concentrations of certain contaminants. Critical and scientific evaluation of reports and other information concerning the potential link between shale production activities and environmental problems is essential to reasoned decisions in the courtroom. This is especially true for claims involving radiation and groundwater contamination.

The hallmark of Blank Rome’s work on matters involving oil and gas production, groundwater and NORM is the use of reliable and accurate scientific data. Blank Rome’s Shale Gas & Oil Development trial lawyers have a thorough understanding of scientific concepts in the fields of hydrogeology, petroleum engineering, geology, radiation protection, and toxicology—disciplines which must inform any lawsuit involving claims for damages from natural gas exploration and production. Our lawyers are known for providing efficient, focused solutions to complex scientific problems that would otherwise consume extensive time and effort on the part of litigation counsel who are less familiar with the science.

A Nationally Recognized Trial Practice

Blank Rome's Shale Gas & Oil Development team includes nationally-recognized environmental, toxic tort, and product liability lawyers with a proven record of successfully defending oil and gas clients in mass tort and other complex litigation.

Recent representations include:

• serving as national coordinating counsel and lead trial counsel for a multi-national chemical manufacturer in groundwater contamination cases involving the gasoline additive MTBE
• achieving significant results in defending MTBE groundwater claims—ninety percent of the cases have been resolved through dismissals without liability
• successfully defending claims that exposures to radiation and oil and gas waste materials caused various diseases, including cancers
• successfully defending a major chemical distributor—lead counsel in two week Beaumont, Texas jury trial of benzene-acute myelogenous leukemia wrongful death suit that resulted in defense jury verdict.
• successfully defending a major oil company—defense co-counsel on medical and scientific issues in three week Mississippi jury trial claiming serious cognitive and respiratory deficits.
• successfully defending a pesticide manufacturer—defense trial counsel in first trial in South Texas cases in which approximately 1900 plaintiffs claimed a variety of diseases and illnesses, including various cancers as a result of exposure to organochlorine pesticides. Case settled during trial.
• successfully defending several major oil companies—summary judgment in New Mexico gasoline-benzene myelodysplastic syndrome case based on the exclusion of plaintiffs’ experts under New Mexico’s scientific evidence standards. Appellate co-counsel in plaintiffs’ appeal of summary judgment to New Mexico Court of Appeals resulting in opinion affirming exclusion and summary judgment.
• being retained in individual and group defense of major petrochemical companies in numerous cases in Texas, Louisiana, New Mexico, New York, Oklahoma and Pennsylvania in which employees, contract workers or community residents claim to have developed blood, lymphatic system, brain or gastrointestinal tract cancers as a result of alleged exposure to benzene, butadiene and/or other aromatic or chlorinated hydrocarbons.
• serving as national coordinating counsel by major, multi-national chemical distributor in benzene and solvent litigation filed throughout the United States.
• serving as national coordinating counsel and trial co-counsel by major petrochemical company in asbestos products litigation filed throughout the United States.
• securing summary judgment for multiple defendants in benzene-acute myelogenous leukemia case based on the Texas bulk supplier/sophisticated user doctrine. Also appellate counsel in plaintiffs’ appeal to Texas Court of Appeals resulting in opinion affirming summary judgment.
• securing summary judgment in Texas federal court in gasoline-benzene acute myelogenous leukemia lawsuit based on the exclusion of plaintiffs’ experts under the United States Supreme Court’s Daubert analysis.
• securing summary judgment in a gasoline-benzene lymphoma lawsuit in Dallas based on the exclusion of plaintiffs’ experts under the Texas Supreme Court’s Robinson analysis.
• acting as co-counsel in gasoline-benzene acute myelogenous leukemia lawsuit based on the exclusion of plaintiffs’ experts under New York law (Fryestandard). New York appellate courts reversed trial court’s refusal to exclude experts and granted summary judgment.
• acting as trial co-counsel in case in which 2,000 plaintiffs claimed personal injuries, death and/or property damage as a result of alleged soil and groundwater contamination by a number of aromatic solvents, chlorinated compounds and dioxins. Six week trial of four initial plaintiffs resulted in a defense verdict in Beaumont, Texas and in a favorable settlement of the remaining claims.
• retention by major petrochemical company as trial co-counsel to prepare and put on medical/scientific defense on causation issues in Houston federal court case in which over two thousand plaintiffs alleged community soil and water contamination with polycyclic aromatic hydrocarbon compounds from crude oil and “environmental racism.” The claims of the first Plaintiffs to go to trial resulted in a mistrial at the close of the Plaintiffs’ case two months into trial.
• defending a major petrochemical company in a South Texas case in which 450 plaintiffs claim personal injuries including respiratory, dermatologic, neurologic and immune system injuries as a result of employment in a rubber o-ring manufacturing facility.
• retention by several defendants as trial co-counsel in Ft. Worth, Texas to prepare the medical/scientific defense on causation and exposure issues in an environmental and toxic tort case involving five hundred plaintiffs alleging community ambient air contamination and exposure to a variety of solvents and respiratory irritants from a waste disposal facility in northeast Texas.
• serving as lead counsel for a major chemical distributor in a two week Beaumont, Texas jury trial of benzene-acute myelogenous leukemia wrongful death suit that resulted in defense jury verdict.  
• Represented chemical company in products liability and breach of warranty action against oil reclamation refinery.
• Summary judgments for chemical industry trade association and petroleum industry trade association in lawsuit alleging gross negligence, fraud and conspiracy theories.
• Summary judgment for chemical company in chemical exposure litigation involving various personal injury claims of over 150 workers. 

Blank Rome’s trial lawyers assist business entities and individuals in a wide variety of complex civil actions and arbitration matters. Blank Rome has been retained to defend single entities in discrete suits, to defend large companies, to provide litigation support in complex, multi-district litigations and class-action lawsuits, and to serve as national counsel for other entities in the defense of a multitude of cases. No matter what the nature and scope of the matter, Blank Rome seeks the most favorable resolution under the circumstances for the defendant. Our clients benefit not only from our enviable track record of successful resolution of litigated and arbitrated disputes, but also from our steadfast commitment to keeping abreast of the legal issues and developments affecting the energy industry.

Blank Rome’s Shale Gas & Oil trial lawyers are actively involved in investigating and researching matters involving Shale plays. They have authored papers regarding hydraulic fracturing regulations, and recent groundwater contamination claims. Copies of these materials are available upon request.

Tax

Blank Rome’s tax attorneys are frequently called upon to assist public utilities and independent power producers with their most significant tax planning and controversy matters. We have extensive experience advising clients in the energy industry on complex state and local tax with state regulatory, FERC, NRC and PUHCA issues.

The most significant issue at present with respect to Marcellus Shale is the General Assembly passing a bill to impose a severance tax on natural gas. Blank Rome tax attorneys can address legislative efforts resulting in either thwarting the proposed new severance tax or assisting to craft palatable legislation.

Blank Rome has represented and continues to represent many utilities and energy companies on state tax matters in Pennsylvania, New Jersey and Ohio. Our recent representations include:

• Duquesne Light Company, Duquesne Energy Inc., Toledo Edison Company, Ohio Edison Company, Pennsylvania Power Company and Cleveland Electric Illuminating Company in significant matters before the Pennsylvania Commonwealth Court
• Successfully resolved significant Pennsylvania tax issues for Duke Energy, PECO Energy, New Jersey Natural Gas Company and Duquesne Light Company
• PECO Energy Company in a Pennsylvania tax matter in which more than $60 million is at issue and which is scheduled to be argued before the Pennsylvania Supreme Court next month.
• New Jersey Natural Gas Company in matters before the New Jersey Tax Court and have represented Dayton Power & Light Company in Ohio tax matters.
• In addition, Blank Rome lawyers have provided state tax advice on transactions to the following companies: Cinergy, PEPCO, Duke Energy, Conectiv, Edison Mission Energy, AmerGen, Duquesne Light Company, Equitable Gas, Allegheny Energy, FirstEnergy, Exelon, Northern States Power, ConEd and Louisville Gas & Electric.

Blank Rome’s tax practice is comprised of creative lawyers who are dedicated to solving their clients’ issues. This talented group takes pride in routinely turning their clients’ problems into opportunities. The attorney’s experiences include those of a high-level government official, Internal Revenue Service litigator, and “Big 4” national practice leaders.

The Blank Rome tax practice recognizes that every tax issue has a governmental, financial and legal dimension. Because the Blank Rome tax practice brings together a group of energetic lawyers with governmental, financial and legal experience, they are uniquely capable of viewing tax issues from these three perspectives. This skill set allows them to forge creative solutions that deliver exceptional value to their clients.

Government Relations

Blank Rome Government Relations LLC, a leading lobbying and strategic communications firm, offers counseling to companies on oil and gas matters involving executive policy or legislative input and action. We also monitor and comment upon state and federal agency rulemakings and pending state and federal legislation.

Blank Rome Government Relations currently represents several clients on the complex array of regulatory discussions, severance tax legislation, and other policy matters surrounding the Marcellus Shale play before the Pennsylvania Legislature, the Governor’s office and the Administration.

Public Utility Regulation

Blank Rome has extensive experience in representing clients on public utility matters, including matters involving providers of electricity, natural gas, and telecommunications. Our work has included the interpretation of statutes for regulation and deregulation of such industries; frequent representation of clients in all types of formal proceedings before the Pennsylvania Public Utility Commission and other state and federal governmental regulatory bodies; representation of clients both seeking and opposing  regulatory approval of mergers and acquisitions; representation of clients in appeals of regulatory orders; and drafting, negotiation, and interpretation of contracts and tariffs. 

Energy

Blank Rome’s energy team advises clients on a broad range of energy industry sectors and transactions, both across the United States and globally.  What distinguishes Blank Rome’s approach is our focus on clients’ business and financial goals and our deep understanding of industry sector dynamics.  We work with our clients, not only to bring established methods to bear on traditional problems, but to achieve unique, competitive advantage in an industry that faces volatile markets and constantly shifting regulatory demands.

Our attorneys assist clients across a broad variety of energy-related sectors, including:

• oil & gas exploration, development and production
• oil & gas pipeline development and transportation
• LNG liquefaction, transportation, shipping, regasification, offtake arrangements and distribution
• vessel construction, chartering and finance
• oil & gas storage facilities
• petrochemicals, refining and marketing
• power generation and transmission
• power sales, trading and marketing
• alternative and renewable energy
• cleantech

Our practice includes representing clients on all aspects of energy transactions including:

• mergers, acquisitions and asset transfers
• project development and finance
• shipping and transportation
• sales, marketing, trading and hedging transactions
• federal and state regulatory matters
• land use and real estate matters
• construction and permitting
• environmental compliance
• tax
• import & export, customs and international trade matters
• venture capital
• distressed assets and creditors’ rights
• public finance
• public-private partnerships
• insurance
• litigation

Our clients include project sponsors and developers from global majors to entrepreneurs, financial institutions, governmental agencies, private equity firms, public utilities, independent power producers, design and construction firms, service providers and industrial and commercial energy consumers.

Oil & Gas

Blank Rome’s attorneys have many years of experience advising project sponsors, lenders, contractors and other commercial participants on the development, financing and purchase and sale of upstream, midstream and downstream oil & gas projects, assets and operations.  Our attorneys have advised on:

• exploration and production
• pipeline development and transportation
• LNG liquefaction, transportation, shipping, regasification, offtake arrangements and distribution
• vessel construction, chartering and finance
• oil & gas storage facilities
• offtake agreements
• petrochemicals and refining
• sales, trading and marketing agreements

Our lawyers’ experience spans the “value” chain, having advised clients on transactions involving upstream exploration and production, liquefaction, shipping and transportation, downstream processing and offtake arrangements.  This experience enables us to anticipate how upstream and downstream issues can affect the objectives of clients participating in individual projects within the chain, and to ensure that these issues are properly addressed. 

Energy Project Development & Finance

Blank Rome's energy team is recognized for structuring complex and innovative project finance transactions, including public-private partnerships, and for its ability to develop novel and tailored solutions to clients’ problems.  Our attorneys have advised sponsors, lenders, equity investors, governmental agencies and contractors on all aspects of project development and finance transactions including:

• joint venture and shareholder agreements
• acquiring, negotiating and disposing of leases, concessions and licenses
• due diligence, structuring, risk allocation and “bankability” analysis
• financing and security documentation
• feedstock supply agreements
• construction, equipment purchase, tolling and operation and maintenance agreements
• transportation and interconnection arrangements
• offtake, sales and marketing and hedging agreements
• regulatory approvals
• site acquisition, land use and real estate matters
• environmental permitting and compliance
• tax
• insurance
• intercreditor matters