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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 in the firm’s Tax, Private Equity and Energy and Infrastructure groups. He has spent 15 years analyzing tax aspects of many transactions, especially involving partnerships, Up-Cs, and private equity.

Mr. Chenoweth advises companies, private equity funds, boards of directors and special committees of public companies on federal income tax structuring and consequences of all kinds of M&A activities and general tax planning. Mr. Chenoweth’s private equity clients and counterparties have included ArcLight, Charlesbank, EnCap Flatrock, EnerVest, GIP, KKR, Spur Energy Partners, TPG and certain real estate private equity groups. Mr. Chenoweth’s corporate clients have included Celanese, Concho, Klutch Sports Group, Brown-Forman, and Guggenheim Partners. Mr. Chenoweth has also advised boards, special committees and financial advisors in conflict transactions, mergers and MLP simplifications.

Chambers USA ranked Mr. Chenoweth in Texas Tax band 3, noting he “has a practical business mind and gives practical tax advice” (2020), is “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). Texas Super Lawyer – Rising Stars also ranks him for Tax (2014-2019), and he has frequently presented at Practising Law Institute (New York, Chicago, and San Francisco) and Tax Executive Institute’s Tax School (Houston).

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.