The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Isabelle Whitehead, Associate—Projects, Energy,
Natural Resources and Infrastructure
Isabelle Whitehead is an associate in the Projects, Energy, Natural Resources and Infrastructure practice based in the New York office. Isabelle specializes in infrastructure and power sector transactions, with a particular focus on the development and financing of water infrastructure and energy efficiency projects. Her clients include a range of investors in these growing sectors, such as private equity firms, large industrial companies, and global financial institutions.
Isabelle transferred to the New York office of Allen & Overy in early 2019, having previously spent five years working in the firm’s Asia-Pacific Projects practice (based out of Sydney and Bangkok). She is dual-qualified as a New York and Australian attorney and enjoys working on cross-border matters (and also on legal technology and pro bono projects) involving multiple A&O offices. She is also actively involved in the firm’s U.S. Women’s Committee.
Isabelle received her B.Sc. and L.L.B. from the University of Sydney, Australia, and was a summer associate in A&O’s Sydney office in 2012-2013.
Describe your practice area and what it entails.
I am part of the Projects, Energy, Natural Resources and Infrastructure (PENRI) group at A&O. We work on all types of transactions involving infrastructure and energy assets, ranging from traditional road, rail, and airport projects to university and municipal utility systems to (more recently) renewable energy projects, grid-scale batteries, electric vehicles, and data centers. I often feel like I have a front row seat to watch—and participate in—the evolution of the U.S. economy!
What types of clients do you represent?
I represent corporates, private equity firms, and banks who are looking to invest equity or debt (or a hybrid of the two) in infrastructure and energy projects. For example, I have recently worked with private equity firms KKR and Carlyle, ENGIE (the French energy utility), DIF (the Dutch Infrastructure Fund), and Deutsche Bank. While these clients vary in their style of investment, they all have an increasing interest in ensuring that their projects are environmentally sustainable and have a positive impact on the surrounding communities. These are values that I also feel strongly about, and this motivates me to go the extra mile to help make my clients’ transactions a success.
What types of cases/deals do you work on?
I see quite a variety of different deal structures, which keeps things interesting! We aim to be a one-stop shop for any investments that our clients want to make in the infrastructure and energy sectors—whether they be mergers and acquisitions (M&A) of existing assets, joint ventures to develop entirely new infrastructure, Public-Private Partnerships (P3s) with government agencies, or bank loans or note issuances to finance any of the above. While this variety can be challenging (as no two deals are the same!), there is a lot of room for creativity and innovation. I feel like I am always learning something new and am a better and more engaged lawyer as a result.
How did you choose this practice area?
As a student, I loved science and geography and wanted to travel the world, and I was particularly interested in how well-designed infrastructure (such as mass transit, renewable electricity grids, and social housing) could make big cities better and more sustainable places to live. During my law degree, I spoke to a number of people working in project finance and realized that I could combine these interests with my legal skills, and I was sold immediately!
What is a typical day like and/or what are some common tasks you perform?
As is the case for any transactional practice area, the “typical” day (and level of busy-ness) varies depending on where I am in the deal cycle. At the beginning of a deal, I spend a lot of time getting to know the client’s aims and priorities and doing due diligence on the project that they would like to buy, build, or finance (so that I can help the client to assess its risks and opportunities and what value they should attribute to it). As the deal progresses, more time is spent on drafting and negotiating sale agreements, loan documents, and other contracts with counterparties—and working together with the counterparties’ lawyers to make sure everything is in place to close the deal (and that our respective clients are well set up for a long and productive relationship). Once a big deal closes, associates are encouraged to take some down time to relax and also to catch up on business development and training activities.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Projects lawyers spend a lot of their day drafting, negotiating, and analyzing commercial contracts, so a strong grounding in contract law is a good start. However, as a junior transactional lawyer, what will really set you apart from the pack is your skill set, rather than your substantive knowledge. We look for great problem solvers and communicators who can interact with clients from day one. As such, I would recommend doing as many practical courses that involve negotiation skills, pro bono placements, and other “real world” experiences as you can.
What misconceptions exist about your practice area?
People often assume that we only work with loan documents, and indeed it is true that in some firms the “project finance” and “project development” and “energy and infrastructure M&A” teams sit in different silos. However, in the A&O PENRI team, we support our clients in doing all of these things and more. We find that, by following a project throughout its life cycle from permitting and construction to financing and through the operational phase and beyond, we can develop a deeper understanding of how the project works and offer our client more perceptive advice as a result.
What kinds of experience can summer associates gain in this practice area at your firm?
We try to give summer associates a taste of real transactional work, such as preparing the first drafts of documents, reviewing information provided by asset sellers and loan borrowers, and sitting in on client meetings and phone calls. Often, the best way to learn is by having a go! Being immersed in a transaction also gives our summer associates the opportunity to work directly with partners and more-senior associates, who are generally more than happy to explain the background to an issue or the reason for pursuing a particular strategy.
An important part of our client outreach is to provide briefings and analysis on new legal and market developments (for example, the passing of new state and federal legislation in relation to infrastructure Public-Private Partnerships), and so we also involve summer associates in the research and writing for these publications.
What are some typical career paths for lawyers in this practice area?
We have a pretty good track record of promoting talented A&O associates to partner, so that is certainly one option! In the early and mid-career years, the PENRI practice is also well known for giving its associates the opportunity to work on cross-border deals and move between different offices in the A&O network (and I am indeed an example of this). PENRI alumni can also be found in investment banks, government departments, renewable energy companies, and many of the other organizations involved in the infrastructure and energy sectors (and which we count as our clients).
How important is it for project finance lawyers to keep abreast of and develop strategies regarding economic trends and market cycles, and how can junior attorneys develop these skills?
The success and profitability of energy and infrastructure projects are closely linked to the performance of the economy as a whole. For example, the onset of COVID-19 has created cashflow challenges for some airports and other transport assets (because less people are travelling), but at the same time, it has increased demand for data centers and other types of infrastructure that support the growing online economy. As a junior projects lawyer, it is helpful to read widely and to take an interest in your clients’ businesses (rather than just focusing on the narrow task at hand), so that you can start to anticipate what risks and opportunities might arise in the future. As you get more senior, this ability to spot issues and see the bigger picture will enable you to become your clients’ trusted strategic advisor, rather than just another service provider who drafts documents for them.