Transactional Scoping and Approvals

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1 Noel co-leads the utility practice of the energy industry team. He represents electric utilities and other energy companies before the Federal Energy Regulatory Commission (FERC) and appellate courts, and also advises on cross-jurisdictional matters involving other regulatory bodies. Noel s clients include traditional electric and gas utilities, vertically disaggregated utilities, developers and operators of merchant transmission and other forms of nontraditional transmission, merchant generation developers and operators, financial institutions, power marketers, and owners of renewable resources and qualifying facilities. RTO Tariff and Market Design Noel Symons Partner T: F: nsymons@mcguirewoods.com 2001 K Street N.W. Suite 400 Washington, DC PRACTICES Environmental Energy Law Energy Regulation INDUSTRIES Energy Electric and Gas Utilities Renewable Energy Coal Noel has extensive experience with Regional Transmission Organization (RTO) tariff and market design, implementation and compliance issues in MISO, SPP and PJM. He is well-versed in the economic and regulatory underpinnings of market design and market operations, the legal and positional dynamics of stakeholder interactions, and the rights and responsibilities of actual or prospective transmission owners, generation owners, aggregators, holders of congestion rights, and load. Noel has been involved in significant proceedings related to: design of markets for energy, capacity and ancillary services, including the roles of intermittent resources, planned resources, external resources demand response and energy efficiency in such markets; transmission planning and cost allocation, including interregional planning and cost allocation; joining and withdrawing from RTOs (and helping clients assess pros and cons of such moves); issues involving out-of-market payments and uplift, including must-run generation; waivers of market rules and complaints intended to repair or compensate for gaps in market rules; interactions of RTOs with neighbors and intersections of the jurisdiction and powers of FERC, the states, market monitors and others; and appellate work stemming from RTO tariff and market design issues. Noel frequently counsels clients on interpretation of, and compliance with RTO tariffs and market rules, and acts to advocate rule interpretations in informal communications with RTO personnel. He also works closely with RTO personnel on litigation and other matters where interests are aligned. Transactional Scoping and Approvals Noel counsels clients in all phases of transactions. He is frequently called upon during the initial assessment of a potential M&A transaction to help clients scope out federal and state regulatory approvals, potential market power and affiliate complications; then to obtain FERC approval if the deal goes forward. He has obtained unconditional approval for dozens of stock and asset transactions, large and small. He advises on regulatory aspects of transactions involving power sales, transmission service and interconnection McGuireWoods LLP 1

2 service, and obtains associated rate authorizations. Noel frequently helps utilities navigate FERC's requirements for affiliate transactions, and has advised clients on rate and other issues that pertain to construction of new transmission and interconnection facilities, and inside and outside of RTOs, including nontraditional transmission investment. Rate Matters Noel assists clients with a variety of rate matters under Section 205 of the Federal Power Act. He has substantial familiarity with market-based rates (including market power analyses), generation interconnection, transmission cost allocation, and rate and associated issues that pertain to owners and operators of nontraditional transmission, including FERC, state and RTO rules for non-incumbent transmission ownership. His rate work is part of the comprehensive capability of McGuireWoods FERC team to provide clients with the support they need in all phases of a rate case, from conception and design to the preparation of a filing, and including, as needed, supporting testimony and exhibits, and participation in settlement and hearing procedures. Noel also works closely with clients state regulatory teams to assure consistency between federal and state approaches, including preparation of state testimony and applications and responses to discovery. Compliance and Enforcement Noel counsels clients on all aspects of compliance program design and implementation. He also is frequently called upon to help clients investigate potential compliance violations, and he advises them on how to address actual violations, including remediation, and whether self-reporting to FERC or the North American Electric Reliability Corporation (NERC) is in their interest. He advises clients on FERC and NERC audits and investigations, including confidential investigations into complex questions regarding compliance with market rules. Noel also provides on-site training on compliance topics. Noel co-founded the National Energy Compliance Forum (NECF), an organization devoted to sharing best practices for FERC compliance, and served on the NECF Steering Committee from In 2008, he conceived and helped lead a unique effort that brought together 27 utilities to produce a guide to constructing a model FERC compliance program. In 2005, he spearheaded a law firm effort to produce a groundbreaking FERC "compliance handbook." In 2015, he co-led the development of McGuireWoods FERC Enforcement Reporter, an innovative, web-based legal research tool that organizes information about FERC enforcement cases and policy statements topically. Policy Advice and Rulemakings Noel counsels clients on policy matters that arise before FERC and assists in the preparation of comments in rulemakings. For example, he represented the Edison Electric Institute in rulemakings on the FERC standards of conduct in both the Order No and Order No. 717 rulemaking sequences. EXPERIENCE Representation of a generation owner in a first-of-its-kind complaint proceeding involving whether a regional transmission organization (RTO) should compensate a McGuireWoods LLP 2

3 generator for gas that the RTO directed the generator to purchase, even though the gas was not used to produce power. Representation of a utility in taking a leading role for Southwest Power Pool (SPP) transmission owners in a first-of-its-kind multi-party litigation involving whether one regional transmission operator, Midcontinent Independent System Operator, Inc. (MISO), should pay another, SPP, for use of SPP s system resulting from MISO s dispatch of its generation. Representation of a utility in obtaining FERC approval for divestiture of its coalfired generation fleet. Representation of a generation owner in taking a leading role for a group of generation owners in a series of high-profile PJM Interconnection LLC (PJM) proceedings involving reform of PJM s capacity market. Representation of a potential investor in analyzing and cataloguing federal, state and RTO requirements for non-incumbent transmission ownership in multiple regions. Representation of 27 utilities in formulation of a model compliance program guide. Representation of a utility in self-reporting a possible violation of rules regarding geographic restrictions on sales at market-based rates and obtaining a ruling that no penalty would be imposed due to ambiguities in the rules. Representation of a utility in taking a leading role for SPP transmission owners in proceedings regarding SPP and MISO Order No compliance filings. Representation of a utility in overcoming a prior adverse ruling to obtain a first-ofits-kind waiver of FERC s Affiliate Restrictions as applied to resource planning employees. Representation of a utility in successfully defending against a complaint regarding status of its transmission interconnection queue and termination of a transmission lease. Advice to clients on confidential enforcement matters involving application of market rules. Representation of two utilities in withdrawing from MISO and joining PJM. Representation of Edison Electric Institute in development of its computer-based training program, which has been used to train more than 100,000 employees at more than 40 utilities and pipelines on the FERC standards of conduct. Representation of a utility in seeking certiorari at the U.S. Supreme Court regarding the issue of whether the U.S. Constitution's Supremacy Clause allows state regulators to prevent a utility from recovering federally approved transmission costs of importing out-of-state power. Representation of a utility in taking a leading role for SPP transmission owners as intervenors in support of SPP s appeal of a FERC order granting MISO s declaratory relief on interpretation of a provision of the joint operating agreement between SPP and MISO. Representation of a utility in an appeal of a FERC transmission cost allocation ruling. Representation of a utility in obtaining FERC approval for sale of its commercial trading operation. Representation of a utility in multiple proceedings involving design of MISO s energy market, and subsequently, its markets for ancillary services and capacity McGuireWoods LLP 3

4 Representation of a utility in taking a leading role for the SPP transmission owners in a FERC proceeding regarding SPP s implementation of market-to-market protocols with MISO. Representation of Edison Electric Institute in rulemaking proceedings regarding FERC s standards of conduct for transmission providers, which resulted in Order No. 2004, Order No. 717, and rehearing orders. EDUCATION The Catholic University of America, Columbus School of Law, JD, Faculty Award, Highest Academic Average in the Graduating Class, Member, Catholic University Law Review, 1993 Carleton College, BA, Political Science/International Relations, Concentration International Political Economy, 1986 ADMISSIONS District of Columbia U.S. Court of Appeals for the 7th Circuit U.S. Court of Appeals for the 9th Circuit U.S. Court of Appeals for the District of Columbia Circuit HONORS Named an Energy and Environmental "Trailblazer," Electric Utility Regulation and Enforcement, The National Law Journal, 2017 Selected for inclusion as a "Leading Lawyer," Energy Litigation: Conventional Power; Energy Regulatory: Conventional Power, Washington, D.C., Legal 500 US, 2017 Selected for inclusion in America s Leading Lawyers for Business, Energy: Electricity (Regulatory & Litigation), Nationwide, Chambers USA, Selected for inclusion in America s Leading Lawyers for Business, Energy & Natural Resources, USA, Chambers Global, Selected for inclusion as a "Leading Lawyer," Energy: Litigation, Regulatory, Legal 500 US, 2016 PUBLICATIONS Co-developer, McGuireWoods FERC Enforcement Reporter, 2015 Contributor and Lead Editor, A Model FERC Compliance Program Guide, Skadden, Arps, Slate, Meagher & Flom LLP, 2009 Author, "Recent Developments in United States Energy Law: What Next for FERC Compliance? FERC s Enforcement Policy Statement, One Year Later," Texas Journal of Oil, Gas, and Energy Law, December 2007 Contributor and Lead Editor, Energy Regulatory Compliance: The Skadden Handbook, Skadden, Arps, Slate, Meagher & Flom LLP, 2005 EVENTS McGuireWoods LLP 4

5 Speaker, "Structuring Your Transmission Company and the Project: Financing Project, MLPs, Yield Cos and Other Legal Structures," Electric Transmission in the East, McGuireWoods, CLE International and Natural Resources Group, September 24, 2015 Speaker, FERC Enforcement Reporter: An Innovative Legal Research Tool, McGuireWoods LLP Complimentary Webinar, May 21, 2015 Panelist, "Will Your Mandatory Compliance Program Pass Muster?," Energy Bar Association Annual Meeting and Conference, May 5, 2015 Speaker, "Employee Classification Under The Affiliate Restrictions," National Energy Compliance Forum, February 3, 2011 Panelist, "FERC Technical Conference," Chicago, IL, May 2005 The McGuireWoods website provides information of general interest to the public. The website does not offer legal advice about specific situations or problems. You should consult a McGuireWoods lawyer if you have legal issues requiring attention. Nothing on this site creates an express or implied contract. McGuireWoods does not intend to create an attorney-client relationship by inviting you to contact us. Unless and until we and you agree that we will represent you, we will not have any duties to you, including any duty to keep what you send us confidential or any duty to protect your interests. This means that nothing you send us will be kept confidential, unless we mutually agree that we will keep it confidential. Past legal successes described on this website are not indicators of future results. The outcome of particular legal matters is dependent upon the facts and law applicable to the matters. McGuireWoods LLP 5