Energy

Energy

Zepos & Yannopoulos is widely recognised as having one the leading energy law practices in Greece. Its members include three former in-house legal counsels to oil majors while its leader, Marina Kolia, has extensive experience, having worked for over 10 years in the energy and projects practices of major UK law firms and is consistently recommended as one of the leading practitioners in the field in Greece by leading publications. 

Our energy expertise covers all sectors: electricity (thermal and renewables), natural gas and upstream/downstream oil, while we also have in-depth experience in very specialised sectors, such as privatisations of state-owned energy companies, in advising EU Organisations and Regulatory Authorities on the liberalisation of the energy industry in several countries (including abroad), and in drafting codes, licences and standard agreements. Indicatively, we have been chosen twice by the Greek Regulatory Authority to draft the Codes for the Operation of the Electricity System (by the system operator) and the Code for the Operation of the Electricity Trading Market (by the market operator), both initially, when they were combined and later, when roles were separated. We have advised the EU on the liberalisation of the electricity market in Jordan, the Cyprus Regulator in gas supply issues and we have recently completed a survey for the Organisation for Economic Co-operation and Development (OECD) for the identification of administrative and operational burdens in the Greek energy legislation (electricity, gas and oil). We also have in-depth experience in contracts, operation, construction, due diligence and all aspects of regulation and commercial issues relating to energy projects.

Members of our Energy Department regularly participate in Energy Conferences. 

A. The Electricity Industry
B. The Gas Industry
C. The Oil Industry

A. The Electricity Industry

We advise on a wide range of electricity matters, from licensing and regulatory compliance to contract and codes drafting.

Our expertise covers the following electricity sectors.

Thermal and renewable generation

The members of our energy group have extensive expertise in supporting new entrants in the renewable generation sector (wind and photovoltaics). Their expertise covers all the legal and financial requirements relating to the setting up of new power plants and includes advising on the regulatory background, such as licensing, tariffs, grid connection and PPAs and on state subsidies. We also negotiate regularly leasing, EPC and Construction contracts and conduct due diligence on renewable projects.

Projects undertaken by our firm in the thermal and renewable generation sector include the following:

  • RAE, the Greek Regulatory Authority for Energy: advising on the strategy governing the  tenders  through which the renewable industry will be awarded tariff prices from 1.1.2017; work includes drafting the State Aid Clearance notification to the EU Commission
  • Alfanar: conducted due diligence of a solar thermal power plant in a Greek island
  • ENEL SA: we advised on project financing, energy, construction, regulation, corporate and all other  aspects relating to the project financing and construction of Kafireas Project, a major 181 MW wind farm project in Greece
  • Chinese client: due diligence on a large portfolio of 63 pv power plants in Greece; work included due diligence on regulatory, environmental, energy, contractual and commercial aspects
  • International Investor: advising on the acquisition of Acciona renewable portfolio including renewable power plants in Greece; work included due diligence and regulatory advice
  • Mitsubishi: advised on the creation of a new JV of Mitsubishi and Hitachi in the thermal power generation business relating to Greek law aspects of the matter
  • VESTAS: we provided advice on financing issues relating to wind park projects, and explored novel arrangements for securities for project financing
  • PPC Renewables: we advised on possible JV and financing structures for the exploration of its geothermal rights in several islands
  • OECD: on behalf of the international organisation OECD (Organisation for Economic Co-Operation and Development), we reviewed all energy legislation in Greece (including, but not limited to, renewables) in order to identify those provisions that constituted administrative burdens to users and propose commercial alternatives
  • Renewable Energy Investments: we provided advice on licensing and regulatory aspects of three major wind farms and other photovoltaic plants, on subsidies and other investment incentives schemes applicable under Greek Law
  • An international bidder on the acquisition of a portfolio of renewable plants including a pv plant in Greece; the project involved a detailed due diligence on regulatory, licensing, subsidies, contractual, corporate, environmental, land planning and financing aspects
  • Iberdrola Energias Renovables SAU: we advised on regulatory issues relating to the renewable projects portfolio of  their subsidiary, C. Rokas AVEE
  • Kalenta MEPE (a JV of Phoenix Solar AG and KGAL AG): we provided advicerelating to the development of a wide portfolio of 7 photovoltaic projects in various areas of Greece; the project included detailed due diligence on all licensing and contractual issues, drafting and negotiating final lease agreements and ongoing support in the licensing process
  • GED: we advised on issues relating to geothermal generation in Greece
  • Würth Solar: we provided advice  on their standard EPC and construction contracts in what regards construction of solar parks in Greece, regulatory and licensing aspects of photovoltaic Law, and the law on photovoltaic projects on rooftops of large industrial installations and households
  • LDK Solar: we provided advice to a major solar panel manufacturer on their sales contracts
  • Scatec Solar: we provided advice on the licensing and regulatory aspects of photovoltaic projects in Greece
  • VESTAS: we provided advice on issues relating to wind park project agreements
  • Efacec: we advised on regulatory aspects of JV cooperation for two renewable project
  • Hannover Leasing (and various investment funds): we advised on the regulatory and financial aspects of the photovoltaic market in Greece and on setting up and operating a JV with their Greek partners
  • A Greek subsidiary of a UK listed company (details confidential): we provided advice on development aspects of a 1.99 MW photovoltaic project; the project included a thorough due diligence and follow up of all stages of licensing for the generation licence and environmental approvals, as well as contract and leasing issues. Special areas of interest included land planning restrictions on agricultural land and forestry, and implementation of the project under the new renewables legislation and its transitional provisions
  • A renewables business on the acquisition of a portfolio of various wind farms at various stages of development including due diligence on the regulatory, and litigation of their licences and related risk assessment
  • Iberdrola/Motoroil, a joint venture of Iberdrola and Motoroil AE: we advised on the participation to a tender of the Hellenic Transmission System Operator (HTSO) for the construction and operation of a gas fired power plant in Greece.

Regulatory Structures, Codes and liberalisation

Members of our group also have extensive experience in regulatory matters, connected with the development of liberalised energy markets. This experience extends to advising on standard grid agreements, all types of licences, liberalisation laws and code drafting. Our firm has drafted the grid operations code for the Energy Regulator, a code which governs electricity trading and operation of the daily pool. Recently, we were instructed to redraft this code and divide it into two different codes.

Relevant projects undertaken by our firm include advice to:

  • RAE, the Greek Regulatory Authority for Energy: advising on the strategy governing the  tenders  through which the renewable industry will be awarded tariff prices from 1.1.2017; work includes drafting the State Aid Clearance notification to the EU Commission
  • RAE: we advised on the separation of functions of the Grid Operator and of the Market Operator when the redrafting the Code for the Operation of the Trading System (Day Ahead Pool Market) for the Market Operator and the System Operation Code (including dispatching, balancing and system operation)
  • Jordan Energy Ministry: we advised on an EU funded project relating to the provision of technical assistance to the Jordanian energy regulator in order to strengthen its institutional capacity, to achieve more effective regulation and to promote private participation in the electricity sector, in the capacity of the international legal expert for the Electricity Regulatory Authority in Jordan (2004 – 2006). Our tasks included drafting and reviewing generation, distribution, supply, system operation and other licences, reviewing and commenting on PPAs, legislation, regulations, technical codes and tariffs and advising on strategies to strengthen the regulatory regime and the role of the regulator, including the provision of relevant training
  • RAE, the Greek Regulatory Authority for Energy: we advised on the drafting of new codes which regarded the introduction of a wholesale trading market in electricity in the form of a pool, and a new regime for the dispatch, allocation and charging for imbalances and ancillary services.

Supply, import/export and trading

We regularly advise potential new entrants to the supply market on all aspects of the supply regulation, on matters pertaining to import and export codes and on processes and electricity trading. We prepare applications for supply licences, and assist clients in the negotiation of standard supply contracts with their customers.

Recent projects undertaken by our firm on the field of supply, import/export and trading include the following:

  • Verbund AG: we advised on the effects that a change of nationality would have on a holder of electricity supply licence and on acquiring a supply licence
  • Gazprom: we advised on the Greek electricity trading/import, exports & supply market and on obtaining an electricity supply licence in Greece
  • Re Trading CEE s.r.o., a subsidiary of Raetia Energie AG on an ongoing basis. Work included advice on the regulatory regime applying in Greece and on the relevant licencing requirements. It also involved representation before the Greek Authorities in applying and obtaining an electricity supply licence and participating in the interconnector exports/imports system etc. We have also advised with respect to the regulatory requirements for the licence holder in case of corporate changes and have undertaken the relevant formalities on behalf of the Company
  • Atel: we advised on the transferability of electricity supply licences following a group restructuring
  • Ezpada: we provided detailed advice on the tax requirements for the import and export of electricity, as well as other tax issues relating to the operation of an electricity trading company in Greece; this advice has recently been updated due to new tax legislation
  • An international Supermarket Retailer: our work involved extensive negotiations with two different electricity suppliers and redrafting the terms of 2 separate electricity supply agreements. We also provided advice on power supply regulation.

B. The Gas Industry

We have experience in advising on the developing regulatory market of natural gas in Greece, including in the establishment of the independent grid operator and its spin-off from the ex-incumbent, on the setting up of a new underwater natural gas pipeline between Greece and Italy, and related matters. 

Relevant projects undertaken by our firm include advice on the following:

  • RAE (Energy Regulator): Advising RAE on drafting the new  Natural Gas Licences Code
  • Snam SpA: Advising in relation to the purchase of a minority stake in Transadriatic Pipeline (TAP) including a due diligence of TAP
  • EPA Attikis (the gas distribution company) in relation to legal matters relating to the liberalisation of the gas distribution market in Greece and in particular their ability to supply Eligible Customers
  • DEPA SA on the due diligence of DEPA SA, as well as of its subsidiaries (EPA Attikis, EPA Thessalonikis and EPA Thessalias) and Poseidon SA (the company to operate the ITGI pipeline). We also prepared the Vendor’s Due Diligence Report in the ambit of the privatisation of DEPA SA, the Greek gas supply company (ongoing)
  • Shah Deniz II Consortium on regulatory matters concerning the transportation of natural gas through Greece and the provisions of the natural gas code
  • Edison SpA on regulatory, corporate and contractual matters relating to the construction of the TGI Poseidon independent underwater gas pipeline between Greece and Italy, including regulatory issues relating to the construction of a privately-owned gas facility connected to the Greek gas transmission system
  • Shell, on the proposed sale of the Cinergy participation in EPA Attikis and on related regulatory and corporate matters
  • Cyprus Regulatory Authority on regulatory matters relating to measures for the security of natural gas supply in Cyprus
  • Ege Gas on the regulatory framework of import/export, trade, supply and transmission of gas through the Greek gas transmission grid and LNG facility
  • A major international client on the regulatory framework of import/export, trade, supply and transmission of gas through the Greek gas transmission grid and LNG facility
  • DEPA SA, the gas ex-incumbent, on all matters relating to the establishment of an independent gas transmission system operator as its subsidiary (following the implementation of the EU Gas Directives), and the separation of the relevant business, including regulatory and corporate aspects (spin-off of the relevant sector into the new company)
  • EDA Attikis on the merger of three gas distribution companies into one company
  • Shell Gas on legal issues regarding gas distribution networks and customer service 
  • Sofregaz -Technigaz on various tax and legal issues with respect to the construction of the Cryogenic Gaz Installation in Revythousa for the account of DEPA and 
  • Tomi AE on legal and tax implications of a major land-field gas energy project including financing, construction, installation, operation and maintenance of a plant and a gas collection system for the purpose of producing electric and thermal power, undertaken together with Energy Developments of Australia and subsidised by the Greek Ministry of Energy. 

C. The Oil Industry

Our firm has one of the largest and most experienced oil and gas practices in Greece and three of our senior partners were former legal counsels to oil companies (EKO, Texaco and BP). We advise oil companies on a regular basis and on a wide array of legal and tax issues. Our work includes advising on restructuring, mergers and acquisitions, refining and refinery agreements, trading and marketing prerequisites, financing, energy asset deals, liberalisation, privatisations, environmental law, competition law, shipping and transportation arrangements, tax and customs compliance. We also advise on litigation relevant to these issues, with emphasis on matters of customs compliance and trade of oil products. 

We are in the forefront of developments; we recently provided advice on regulatory and tax matters on the bidding for seismic surveys, in the tenders launched lately for hydrocarbon exploration in the Greek seas.

Relevant projects undertaken by our firm include:

  • A leading oil and gas company with respect to the environmental aspect relating to oil extraction activities in Greece including the import, export and treatment of hazardous and other materials,  data residency issues etc.
  • Advising one of the biggest marine seismic survey companies on the tax aspects of a seismic survey offshore Greece, and oil companies on the regulatory aspects of the recently launched hydrocarbon exploration tenders
  • Bourgas – Alexandroupoli Oil Pipeline: providing advice on all aspects relating to the construction of oil pipelines and the transportation of oil through pipelines in Greece for a major international player. Said advice also covered regulatory, licensing, commercial, environmental, administrative, corporate and tax issues
  • Chevron Terminal and Lubricant Blending Plant:  providing advice on the transfer of its Terminal and Lubricant Blending Plant to a major Greek oil company, in all aspects relevant to the transfer of land and facilities. Said advice also covered regulatory, commercial, labour, environmental and tax issues. We also advised on accompanying relocation of the Chevron business
  • Hellenic Petroleum: providing advice restructuring and privatisation of Hellenic Petroleum ("H.P."). Our work included analysis of the regulatory framework, operational aspects of the restructuring, drafting of proposed amendments to the existing regulatory framework, due diligence of all subsidiaries of H.P., including DEPA (Public Gas Corporation) and the oil refineries, and participating in the drafting of the relevant prospectus. We also advised the underwriters with respect to H.P.'s secondary offering
  • Shell: we provided advice on the acquisition of Texaco’s downstream business in Greece (including terminals and more than 450 gas stations)
  • Exxon Mobil: we provided advice on tax aspects arising from the dissolution of Exxon Mobil's joint venture with BP Amoco and on the restructuring of its local affiliate, Mobil Oil Hellas. We provide continuous tax advice with respect to the operations of the Greek affiliate
  • Texaco: we provided advice on the tax implications of the transfer of Texaco's shares in the local subsidiary to Shell and on the regulatory framework governing the distribution and sale of fuels and lubricants in Greece. We continue to offer advice on various legal, tax and customs issues
  • Texaco: we provided advice on the incorporation of a new Texaco affiliate, active in the field of industrial and aviation fuel and lubricants. Our advice also covered regulatory issues and administrative -trading- licenses, the commencement of its activities at the new Athens Airport and the acquisition of Terminal facilities with respect to matters related with the administrative licenses required for the operation of the facilities, as well as environmental and customs compliance issues
  • Chevron: we provided advice on their joint venture with a major Greek petroleum company regarding aviation fuel and supplies
  • Famm LLC: we provided advice on the establishment of the subsidiary of Famm LLC (a subsidiary of the joint venture between Chevron and Texaco) and on all regulatory and tax matters related to the operation of their marine fuel and lubricants business in Greece 
  • BP/Exxon Mobil: we provided advice on the Pipeline User Agreement related to aviation fuel deliveries to Athens International Airport. 
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