Kevin S. Allred
Wesley T.L. Burrell
Erin J. Cox
Lisa J. Demsky
Nicholas D. Fram
Seth Goldman
Jeremy A. Lawrence
Henry Weissmann

Experience

Regulatory

Munger, Tolles & Olson is a trusted counselor to energy companies throughout the U.S. Our experience includes representing:

• Hawaiian Electric Industries, Inc. and subsidiaries as lead counsel regarding the August 2023 devastating Maui wildfires, including the Lahaina Fire, which was the deadliest U.S. wildfire in over a century.
• Pacific Gas & Electric in:
  • obtaining approval from the California Public Utilities Commission (CPUC) of its Plan of Reorganization.
  • 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.
• Southern California Edison in:
  • an application to recover approximately $2.4 billion in costs to settle claims, and related costs, arising from the 2017 Thomas wildfire.
  • an application for authority to engage in a transaction related to wireless attachment to transmission towers.
  • 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 including issuance of bond securitizations for costs and expenses related to catastrophic wildfires under California Assembly Bill 1054.
• Liberty Utilities Co. in handling rehearing proceedings and subsequent appeal in a securitization matter pending before the Missouri Public Service Commission.

Litigation
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.
• Mountain Valley Pipeline LLC in a victory before the U.S. Supreme Court in an emergency application to vacate stays placed on construction of a gas pipeline by a Fourth Circuit panel in response to three lawsuits brought by the project’s opponents. The U.S. Supreme Court lifted the stays ordered by the Fourth Circuit, allowing construction of the pipeline to immediately proceed and left open the opportunity for Mountain Valley to request a complete dismissal of environmental challenges to the pipeline.
• 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.”
  • defending against an antitrust lawsuit filed by Southern California Electrical Firm (SCEF), a contracting firm founded by former employees, alleging the utility used monopoly power to prevent SCEF from working on new electrical connections. MTO obtained dismissal of the suit’s Sherman Act and interference claims; the remaining claims are scheduled for trial.
• 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. In 2021, the trial court dismissed the claims against Occidental. An appeal is pending.
• Safari Energy in
  • resolving its lawsuit against Chint Power Systems (CPS) for defective solar equipment (inverters) provided to 13 Safari facilities in Georgia.
  • a pre-litigation matter relating to fires that occurred at one of their projects while it was under construction.
  • San Diego Superior Court against Luminia LLC seeking to recover amounts owed with respect to two different projects the client worked on for Luminia.

Corporate

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.

Case Study

Following is a detailed example of how Munger, Tolles & Olson has guided a client through a complex matter.

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