Legal Counsel

4 months ago

Toronto, Canada Neoen Full time

**Mission**:
**Neoen in Canada**

Neoen started its activity in Canada in 2022 and has a current active presence in 3 provinces with offices in Calgary and Toronto.

In Ontario, Neoen has been awarded a 20-year capacity contract by the IESO for a 400 MW BESS project and is also developing a large portfolio of solar, wind and BESS projects for future IESO procurements.

In Calgary, Neoen has an operating solar farm of 93 MWdc and is developing a large portfolio of solar and BESS projects.

We are also developing a portfolio of projects in Saskatchewan as well for future SaskPower procurements and other opportunities.
**Description of the role**
In the context of continuing growth in the Canadian market, Neoen is looking for a Canadian-qualified Legal counsel to strengthen the legal and contract management support to the development and implementation of its projects primarily in Canada and occasionally in other jurisdictions in the Americas.

The Legal counsel will report to the Legal Director-Americas (based in Paris, France).

He or she will support Neoen’s team during the life cycle of projects implementation: development, bids, financing, construction and operation and maintenance.

The legal support is required in the following areas (with assistance from external legal counsel when needed):
1. Business development
- Participation in public or private auction process for benefit of support schemes (e.g. long-term mandatory off-take or green certificates regime);
- Acquisition of interests in portfolio of development assets (assets or shares transfer), including partial acquisitions and arrangements for co-development of projects (MoUs, JVs).

2. Project development phase and industrial structuring
- Participation in the negotiation of main project agreements including real estate contract (acquisition, long-term lease), power purchase agreement, grid connection agreement, EPC and O&M contracts, development and management agreements;
- Project corporate structuring (SPV and holding, shareholders’ agreement, if any);
- Negotiation and structuring indigenous partnerships.

3. Project financing phase
- Addressing issues raised by lenders’ counsel from project due diligence;
- Participation in the negotiation of the finance documents (term sheets, facility agreements, intercreditor agreements, security documents and all ancillary documentation) and involvement in preparation of closings (completion of conditions precedent) in close coordination with the external legal counsels and internal project team.

4. Construction and operations phase
- General contract management (amendments, waivers, variation orders, claims management, extension of time, liquidated damages);
- Management of specific events e.g. accidents, force majeure or weather-related events, permitting and licencing change management.

5. Dispute management
- Management and assistance together with local counsel on all disputes affecting Neoen’s activities, including any claims management, local litigation, arbitration and any other type of dispute resolution.

6. Corporate
- Incorporation of operational/development companies, holding companies, and special purpose vehicles;
- Ensuring compliance with applicable company law, and Neoen corporate governance rules; responding to queries from various teams.

**Profil**:

- ** Canadian-qualified lawyer**;
- Legal experience (3-7 years, preferably a combination of experience in law firm and in-house);
- Proven legal and claim management experience in the development, (non-recourse) financing, public or private energy auctions, construction and operation of large infrastructure projects, preferably in the power generation sector and ideally in renewable energies;
- Strong ability to interact as a business partner within Neoen (development managers, construction managers, asset managers, finance managers and finance controllers) and with Neoen’s counterparts (offtakers, lenders, EPC and other contractors, regulatory authorities) and advisors (law firms, technical consultants, brokers, insurers);
- Experience of working in an international environment;
- Contract negotiation and providing legal support to project/commercial/financial teams;
- Ability to draft legal documentation and communicate fluently in English is a prerequisite and knowledge of French or Spanish would be a plus but not essential for this role;
- Communication skills;
- Autonomy;
- Knowledge of the Canadian energy market and regulation. Some personal characteristics are needed to maximize chances of success;
- Flexible to travel within Canada and occasionally to the rest of Americas and to Neoen’s headquarters in Paris, if needed;
- Ability to understand and work in an engineering culture;
- Ability to work effectively in project mode;
- Intercultural sensitivity;
- Good business sense and pragmatism;
- Entrepreneurial spirit;
- High work ethic.

**A propos de Neoen**:
Créée en 2008, Neoen est l’un des principaux produ

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