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Guardian of the Galaxy? The Section 45Q Carbon Capture Tax Credit


Speaker(s): Barbara de Marigny, James Chenoweth, Peter J. Connors
Recorded on: Jan. 19, 2021
PLI Program #: 317765

James Chenoweth is a partner and a member of the firm’s Tax, Private Equity and Energy and Infrastructure practice groups. He simplifies tax aspects of partnership and corporate M&A and joint venture transactions and capital markets activities. Chambers USA ranked Mr. Chenoweth in band 3 in Texas Tax, noting sources hail him as “very intelligent, very energetic and a good advocate for tax,” as well as “very knowledgeable in partnership and M&A matters, and very responsive” (2019) and having “extraordinary technical knowledge” and “incredibly attentive client service“ (2018). He has also been recognized in Texas Super Lawyer – Rising Stars (2014-2019).  Practitioners regard Mr. Chenoweth as an expert in oil and gas and partnership taxation, on which he has presented with Kevin Richards of EY at Practising Law Institute (New York, Chicago, and San Francisco) and Mike Nydegger of BP at the Tax Executive Institute’s Tax School (Houston).


Representative Matters

  • Conflicts Committee of Hess Midstream Partners in Hess Midstream’s $6.2 billion Up-C conversion
  • ArcLight-backed Third Coast Midstream’s sale of gas gathering infrastructure to Starwood Energy Group
  • Concho Resources, Inc. in its $925 million sale of New Mexico shelf assets to KKR-backed Spur Energy Partners
  • Sports agency Klutch Sports Group in the acquisition of its interests by United Talent Agency
  • Wine and spirits company Brown-Forman Corporation in its acquisition of the 86 Company, maker of Ford’s Gin
  • Private equity backed real estate joint ventures in California, Florida, New York, Tennessee and Texas
  • Guggenheim Partners’ acquisition of a New York investment advisory firm
  • Financial Advisor Representations
    • Evercore, advisor to the boards of (i) DCP Midstream in its $1.5 billion MLP simplification, (ii) Enbridge Energy Partners L.P. in its acquisition by Enbridge Inc. and (iii) EQT Midstream, in its merger with Rice Midstream
    • Lazard, advisor to Carrizo Oil & Gas, Inc. on its $3.2 billion acquisition by Callon Petroleum
    • Intrepid, advisor to the conflicts committee of PBF Logistics LP in its $215 million IDR simplification
    • Piper Jaffray & Co., advisor to Select Energy Services, in its Up-C merger with Rockwater Energy Solutions
  • ArcLight Capital Partners in its $1.12 billion acquisition of Enbridge Inc.’s U.S. midstream business
  • EnerVest in its $2.66 billion SPAC related Up-C acquisition of upstream properties by Magnolia Oil & Gas
  • Privately held partnerships controlled by Jerry Jones in their $620 million oil and gas combination for control of Comstock Resources, Inc. and in Comstock’s $2.2 billion acquisition of Covey Park Energy
  • American Midstream Partners, LP – $278 million going private transaction with ArcLight

Mr. Chenoweth earned his J.D. in 2004 and LL.M. in taxation in 2005 from New York University School of Law. He graduated in 2001 with Honors from The University of Texas at Austin, where he earned Phi Beta Kappa and a B.A. in government.


Peter Connors, a tax partner in the New York office, focuses his practice on cross-border transactions. He also has extensive experience in related areas of tax law, including financial transactions, corporate reorganizations, renewable energy investments and controversy matters. He also leads the Orrick's Section 45Q practice relating to the tax credit for carbon capture and sequestration.

A significant portion of his practice involves tax controversy, including representation of taxpayers before the U.S. Tax Court. According to Chambers, he is "admired by peers for the strength of his activity in the field of cross-border transactions."

Peter serves as President of the American College of Tax Counsel.  He is also Acting President of the USA Branch of the International Fiscal Association.

Before joining Orrick, Peter was a principal in the International Tax Services Group of Ernst & Young in New York.

A prolific author, Peter is a frequent lecturer for a variety of major organizations and has published more than 100 articles on tax planning subjects. He is a co-author of T.M. Portfolio 543 ("The Mark to Market Rules" of Section 475-2d) and the author of T.M. Portfolio 909-3d ("The Branch-Related Taxes" of Section 884). From 2008 to 2010, he was the Vice Chair, Committee Operations, of the American Bar Association Tax Section. In 2010, Peter also founded the NYC Calendar Program for the U.S. Tax Court.


Barbara focuses her practice on tax structuring for transactions, with a particular emphasis on federal income tax issues arising in partnership, joint venture and alternative investment structures, including the use of partnership structures for strategic acquisitions by corporate groups, in IPOs, securities offerings and for tax equity financing.

Her practice has an energy industry concentration, including transactions involving Fortune 50 corporations, master limited partnerships (MLPs), private equity investors, portfolio companies and funds in all aspects of the energy industry, upstream, midstream, and downstream, oil field services, petrochemicals as well as alternative energy, wind, solar and biomass enterprises, advising on the intersection between tax and FERC rules and advising on the section 45Q federal tax credit for carbon capture and sequestration ("CCUS"). She is a member of the Baker Botts Oil and Gas M&A Team.

Additionally, she is board certified in tax law by the Texas Board of Legal Specialization. Barbara has been the Chair of the Partnership and LLC Tax Committee of the ABA Section of Taxation, is a recipient of the committee's Larry M. Katz Award for Distinguished Service for 2009 and was the founder and first Chair of the Section's LLC Task Force.

Prior to joining Baker Botts, Barbara was a partner at Orrick, Herrington & Sutcliffe LLP and has also served as managing director in the M&A tax group of KPMG LLP.