The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Amanda Rosenberg, Partner, and Christine Brozynski, Senior Associate — Project Finance
Amanda Rosenberg is a partner based in Norton Rose Fulbright’s Los Angeles office. Her practice focuses on federal income tax law, with an emphasis on renewable energy investment, energy tax credits, government incentive programs, and domestic and international project finance transactions. She also has extensive experience on CFIUS filings for foreign acquisitions of U.S. companies and projects. Amanda earned her J.D. from Columbia Law School in 2009 and her B.A. from George Washington University.
Christine Brozynski is a senior associate based in Norton Rose Fulbright’s New York office. Her practice focuses on the financing and development of energy projects, including debt and tax equity financings, commodity hedging arrangements, acquisitions, and project documentation. Christine earned her J.D. from Columbia Law School in 2013 and her A.B. from Princeton University in 2010.
Describe your practice area and what it entails.
Amanda: At the most basic level, I help get large renewable energy projects like wind farms and solar projects financed. My practice specifically focuses on the tax aspects of financing renewable energy projects. Tax benefits are a key driver of renewable energy development in the United States, so every deal has complex tax issues that are critical to the deal’s success.
Christine: My practice focuses on the financing and development of renewable energy projects. For example, a renewable energy developer trying to build a wind farm might finance the construction and operation of that wind farm with debt, tax equity, and cash equity, all for the same project. The financing parties are only paid if the wind farm is constructed and makes money. Because of this, everyone involved is really focused on every detail of the wind farm. The financings are extremely complicated, and every project is different. Additionally, the financings are highly customized to each project; there’s no such thing as cookie-cutter deals in this space.
What types of clients do you represent?
Amanda: I represent sponsors, developers, investors, and lenders in renewable energy transactions. Some clients are small developers trying to get their first projects off the ground. Others are major banks with the capacity to inject significant funds into important infrastructure projects. It is useful to get a wide range of experience representing different stakeholders to fully understand the issues in our field.
Christine: I represent renewable energy developers, banks, strategic investors, and power purchasers. One of the things I love about my practice is the variety; I’m on a different side of the deal each time, rather than working on the same side over and over.
What types of cases/deals do you work on?
Amanda: I spend most of my time on four types of work: tax equity, lender-side work, M&A, and supply contracts. Tax equity is the main financing tool for renewables, and most sponsors cannot use the tax benefits available to renewables projects. Tax equity allows sponsors to partner with an investor that is able to use the tax benefits in exchange for an investment in the project. Many wind and solar companies use construction or term debt in addition to tax equity investments to fund construction of their projects. I often represent the lenders in those deals. There is also a large amount of M&A activity in project finance, and I represent both buyers and sellers of everything from shovel-ready projects to large portfolios of operating projects and entire renewable energy companies. My work on supply contracts is focused on complying with tax rules for starting construction of projects—compliance that is critical to qualifying for the tax credits that drive most of the deals.
Christine: I mostly work on wind and solar deals. For example, I worked on the first (and at the time I’m writing this, still the only!) offshore wind farm in the United States: Block Island Wind, off the coast of Rhode Island. When the project was under construction, we took a boat out to the wind farm and watched the construction crew add a blade to one of the turbines. It was an incredible experience.
How did you choose this practice area?
Amanda: I began as a tax generalist when I started practicing after law school. After about six months, I began working with a project finance tax partner who brought me into the group. I was drawn to tax as a young lawyer because it is a complex, dynamic area of law. I am constantly learning, and from the time I was a first-year associate, I was given real, challenging work.
Christine: I may be biased, but I think this is the most interesting practice area there is. The energy industry is complicated and always changing. The renewables industry is still fairly young in the grand scheme of things, but it is rapidly growing, and there are many interesting adaptation issues that arise from that. I learn new things every day, and I don’t foresee a day when I will ever stop learning. It’s also nice to contribute to the fight against climate change in a very tangible way.
What is a typical day like and/or what are some common tasks you perform?
Amanda: As a tax specialist, I typically work on anywhere from eight to 12 active deals at a time, and I often work on at least half of those deals each day. Since I am on the West Coast, my inbox is full by the time I start work, and I dive right in and start working on my to-do list. Most of my day is spent negotiating and working through tax issues on deals.
Christine: I like to think of what I do as solving puzzles. Sometimes, that manifests as drafting something tricky; other times, I’m on the phone with a client, brainstorming potential solutions to a thorny issue that came up in negotiations. No two days are the same. The craziest days are the ones where I’m closing a transaction.
One of the most interesting things about my day-to-day work is how involved I am in the commercial aspects of the transaction. Because project finance is so complicated, and because we see so much of the market, our clients lean on us very heavily for business advice, not just legal advice.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Amanda: Learn as much as you can about the power industry. I would recommend subscribing to the Project Finance NewsWire that Norton Rose Fulbright publishes regularly. It reports on developments in project finance and the power sector and often includes articles that provide foundational knowledge for project finance. We also have a podcast called Currents that features experts in the field speaking on a variety of relevant and cutting-edge topics in the power industry.
Christine: The most helpful thing to do is to learn about the industry. There are many great resources online about renewables and trends in the energy industry. Our firm has a microsite—projectfinance.law—that features numerous articles and a podcast covering the industry. Many regions also have net-
working groups that hold panels or talks from industry experts. It’s also helpful to understand the basics of finance. Some law schools offer courses on this or allow law students
to enroll in corresponding courses at a nearby business school.
What is the most challenging aspect of practicing in this area?
Amanda: Tax work is complicated, and there is a steep learning curve. The rules are constantly changing, and the tax code is vast. Much work is needed to keep up to date on the latest developments and get your head around an issue. It’s challenging, but that is what drew me to the practice. It is gratifying to work through complex issues and find solutions for clients.
What do you like best about your practice area?
Amanda: It is exciting and rewarding to work in an industry with so many people working toward a common goal. Everyone wants to get as much renewable energy built as possible. I am happy to be a part of something I believe in and to work with wonderful people who are also committed to sustainability.
What is unique about your practice area at your firm?
Christine: We are very focused on internal development and associate opportunities. Our group believes that everyone, not just partners, can offer valuable insights about the market. Associates have a number of speaking and writing opportunities available to them, and they are encouraged to attend conferences. If associates are passionate or curious about a particular aspect of our practice, they are given the runway to pursue and make a name for themselves in that area.
What kinds of experience can summer associates gain in this practice area at your firm?
Christine: Our summer associates are involved with actual deal work as frequently as possible. They’ll draft simple agreements, sit in on calls, and help with closings. It’s a nice way for them to build relationships early on in their careers. We’re always excited to see them again when they come back as associates. Also, because many summer associates have no prior experience in this practice area, we generally try to give them as much context as possible when they are helping on a deal. We give them additional training when they come back as associates, but we think it is helpful for them to start learning as early as possible.