Christian M. Lucky

Experience

Christian Lucky concentrates his practice in the areas of renewable energy, corporation and project finance, mergers and acquisitions, securities regulation, and Foreign Corrupt Practices Act compliance.

Christian is the co-chair of the firm's Project Finance and Debt subgroup.

Before joining Stoel Rives, Christian was a partner with Davies Ward Phillips & Vineberg LLP in New York City (2000-2005) and Deputy General Counsel for COLPI in Vaduz, Lichtenstein (1995-1998).

Representative Work

• Represented clean technology issuer in multiple offerings of debt securities under compound exemptions in the United States and Europe (France, Germany, Netherlands and United Kingdom) in connection with microfinance of clean technology and renewable energy projects in developing countries in South America, Central America and Asia; prepared prospectus and bond documentation for initial $50 million offering.
• Represented project owner in connection with a construction loan from HSH Nordbank AG and Siemens Financial Services, Inc. for 262 MW wind energy project.
• Counseled target's board of directors in connection with fiduciary duties related to cross-border takeover by South American public company aquirers (approximately $1 billion).
• Represented European national utility in structuring of global joint venture in renewable energy and clean technology sector and in preparation of financing of multiple projects.
• Represented large renewable energy developer in connection with its investment in 102 MW wind power project.
• Prepared power purchase agreement for solar power developer in connection with photovoltaic solar electric generation facilities in western United States.
• Prepared power purchase agreement and management and operations agreement for large wind developer in connection with California wind power project.
• Represented publicly traded solar power corporation in the acquisition of rights related to development of large-scale photovoltaic solar electric generation facilities.
• Represented global renewable energy corporation in design and implementation of FCPA compliance program.
• Represented project owner and developer in multiple project financings (equity and secured debt) of renewable energy projects in the United States ($300 million), preparation of EPC Contracts, MOMAs, secured lending and project financing agreements, and prospectus and joint venture agreements.
• Represented Asian conglomerate in creation of U.S. joint venture with $100 million partner including asset acquisition, complex financing structure and structuring of joint venture with following multiple project financings.
• Counseled public issuer's board of directors in connection with alternative acquisition strategies of U.S. corporation with global operations.

Professional Honors & Activities

• Bar Committee Memberships. Served on several bar committees including the Partnership and LLC Law Committee, Washington State Bar Association Business Law Section (current) and the Committee on International Law of the New York State Bar Association
• Industry Affiliations. Member, American Solar Energy Society, European Forum for Renewable Energy Resources, French-American Chamber of Commerce
• Fellowships and Research Affiliations. Center for Study of Constitutionalism in Eastern Europe (University of Chicago), Council for Soviet and Post-Soviet Studies, Ford Foundation Research Fellowship, Fulbright Fellowship, Large Scale Emergency Response Program (NYU), Center for Law and Security (NYU), Center for Law and Development (NYU)
• Public Policy Work. Recurrent consultations and advice to the Department of Homeland Security, the New York City Office of Emergency Management and the National Library of Medicine of the National Institutes of Health. Substantially participated in legal policy initiatives for several organizations including the Open Society Institute, the Moscow Branch of the Russian Science Foundation, the Ford Foundation, the University of Chicago Law School, Bellevue Hospital (New York City), New York University School of Law and New York University School of Medicine. Provided consultations and advice to ministries of European governments as well as various offices and programs of the United Nations.
• Academic Appointments. Assistant Professor of Law, Central European University, 1994-1996

Presentations

Selected Recent Presentations

• "International Due Diligence," Mergers and Acquisitions in the Renewable Energy Industry, Jul. 2010
• "Tilting at Windmills? Enforcement Trends Revealed by The Siemens Action," Portland General Counsel Roundtable, Apr. 2009
• "Business Opportunities in Troubled Times: The Price is Right or Jeopardy?" Seattle Workout Group, Feb. 2009
• "Distressed M&A for Strategic Acquirers," Distressed M&A Roundtable, Jan. 2009
• "Going Global: Essential International Law for Business Transactions," National Business Institute, Nov. 2008
• "All Fall Down: ABS's, CDO's, Credit Default Swaps and the Collapse of Financial Institutions," Oct. 2008

Civic Activities

• Special Counsel, Bellevue Medical Center and New York University School of Medicine, New York City
• Policy Analyst, Combating Corruption in Natural Resource Extraction, a project of the Open Society Institute Justice Initiative

Publications

Selected Recent Publications

• "Securities Regulation" (Fifth and Sixth Editions) and "Foreign Corrupt Practices Act" (Fifth Edition), The Law of Wind: A Guide to Business and Legal Issues, Stoel Rives LLP, 2009, 2010
• "Siemens FCPA Enforcement Action Suggests Scrutiny of Renewables Industry," Stoel Rives Client Alert, Jan. 2009
• "Corruption and Transition," Unveiling Corruption, Central European University Press I. Krastev ed., 2008
• "Voluntary Care of Children During Disasters," Journal of Pediatric Emergency Care, June 2008 (subject of panel presentation at Harvard School of Public Health, Nov. 2008

Education

• University of Chicago Law School, J.D., 1994
  Managing editor, European Constitutional Review (faculty publication)
• Fulbright Fellowship, Berlin, Germany, 1989-1990
• Pacific Lutheran University, B.A., 1989

Admissions

• Washington
• New York

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Experience

In his renewable energy practice, Christian has represented a broad range of clients in their operations in the western United States, the northeastern United States / Canada and Europe. Christian has worked intensively with companies, large and small, in the wind, solar, biofuels and clean technology segments.

Christian brings to his renewable energy practice a combination of knowledge of the renewables industry with a broad legal background, which he gained practicing in the Pacific Northwest, New York City and Europe.

Christian has substantial experience in preparing and reviewing the specific core documents of the renewables industry including: power purchase agreements, MOMAs, EPC agreements, project development agreements, interest purchase agreements and project financing documents, among others. Christian adds to this specific knowledge his broad legal background in commercial real estate, securities regulation, project finance, corporation finance, mergers and acquisitions and outbound trade compliance.

Christian is the co-chair of the firm's Project Finance and Debt subgroup.

Before joining Stoel Rives, Christian was a partner with Davies Ward Phillips & Vineberg LLP in New York City (2000-2005) and Deputy General Counsel at COLPI in Vaduz, Lichtenstein (1995-1998).

Representative Work

• Represented clean technology issuer in multiple offerings of debt securities under compound exemptions in the United States and Europe (France, Germany, Netherlands and United Kingdom) in connection with microfinance of clean technology and renewable energy projects in developing countries in South America, Central America and Asia; prepared prospectus and bond documentation for initial $50 million offering.
• Represented project owner in connection with a construction loan from HSH Nordbank AG and Siemens Financial Services, Inc. for 262 MW wind energy project.
• Counseled target's board of directors in connection with fiduciary duties related to cross-border takeover by South American public company aquirers (approximately $1 billion).
• Represented European national utility in structuring of global joint venture in renewable energy and clean technology sector and in preparation of financing of multiple projects.
• Represented large renewable energy developer in connection with its investment in 102 MW wind power project.
• Prepared power purchase agreement for solar power developer in connection with photovoltaic solar electric generation facilities in western United States.
• Prepared power purchase agreement and management and operations agreement for large wind developer in connection with California wind power project.
• Represented publicly traded solar power corporation in the acquisition of rights related to development of large-scale photovoltaic solar electric generation facilities.
• Represented global renewable energy corporation in design and implementation of FCPA compliance program.
• Represented project owner and developer in multiple project financings (equity and secured debt) of renewable energy projects in the United States ($300 million), preparation of EPC Contracts, MOMAs, secured lending and project financing agreements, and prospectus and joint venture agreements.

Education

• University of Chicago Law School, J.D., 1994
  Managing editor, European Constitutional Review (faculty publication)
• Fulbright Fellowship, Berlin, Germany, 1989-1990
• Pacific Lutheran University, B.A., 1989

Admissions

• Washington
• New York

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Experience

Christian has a broad range of experience in complex securities transactions. Christian's practice includes Securities Act and Securities Exchange Act compliance in connection with public offerings (including cross-border offerings), periodic reports compliance, public company mergers, tender offers and management of equity compensation plans. Additionally, Christian provides counsel to investment companies in compliance under the Investment Companies Act and the Investment Advisors Act, as well as broker-dealer regulations. Christian has also represented companies in the ForEx markets in connection with CFTC compliance.

Christian is the co-chair of the firm's Project Finance and Debt subgroup.

Before joining Stoel Rives, Christian was a partner with Davies Ward Phillips & Vineberg LLP in New York City, (2000-2005); and Deputy General Counsel for COLPI in Vaduz, Lichtenstein (1995-1998).

Representative Work

• Represented issuers in initial underwritten public offering on NASDAQ.
• Represented underwriter in multiple follow-on public offerings of NASDAQ-listed companies.
• Represented sovereign-backed lender in the creation of $15 billion in loan facilities to financial services and thrift borrowers including complex securitization and collateral structure with the issuance of multiple classes of debt securities and debentures.
• Represented $1+ billion investment fund in making series of $150+ million investments in funds across several countries.
• Represented public issuer in acquisition of public target for a net cash purchase price of $803.9 million, financed in part through the proceeds from the issuance and exchange of $350 million of senior subordinated A/B notes.
• Created $10 million bankruptcy remote pool of mortgage-backed securities, created and issued securities certificates, pledge to government-sponsored entity pursuant to pledging agreement of complex collateral with securities intermediaries.
• Represented NASDAQ-listed issuer in the conduct of $500 million private placement of debentures in seven countries.
• Counseled public issuer in creation of innovative strategy of moderating fluctuations in its share price by engaging in forward contracting.
• Represented NYSE-listed company in transitioning its option-based equity compensation plan for its directors and executive officers to a restricted stock program.
• Represented large mining company in designing its plan of arrangement and reorganization of a complex capital structure including the issuance of three classes of shares, four classes of debt securities instruments and multiple classes of derivative securities (rights, options and warrants) exercisable for the foregoing. The issuance of the new capital structure was made pursuant to Sections 3(a)(9) and 3(a)(10), as well as 4(2), 144A and Regulation S.
• Preparation of annual reports and proxy statements for publicly listed companies (NYSE and NASDAQ) including executive compensation and Sarbanes-Oxley disclosure.

Education

• University of Chicago Law School, J.D., 1994
  Managing editor, European Constitutional Review (faculty publication)
• Fulbright Fellowship, Berlin, Germany, 1989-1990
• Pacific Lutheran University, B.A., 1989

Admissions

• Washington
• New York

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Experience

Christian's project finance experience spans the globe and crosses several industries including, among other projects, renewable energy (wind, solar, hydro and biofuels) in North America and Europe; precious metals in Africa, Latin America and Russia; commercial real estate in Mexico and Europe; and mobile telephony in the former Soviet Bloc.

Christian is the co-chair of the firm's Project Finance and Debt subgroup.

Before joining Stoel Rives, Christian was a partner with Davies Ward Phillips & Vineberg LLP in New York City (2000-2005) and Deputy General Counsel for COLPI in Vaduz, Lichtenstein, 1995-1998.

Representative Work

Project Financing

• Represented project owner in connection with a construction loan from HSH Nordbank AG and Siemens Financial Services, Inc. for 262 MW wind energy project.
• Represented European national utility in structuring of global joint venture in renewable energy and clean technology sector and in preparation of financing of multiple projects.
• Represented owner and developer in multiple project financings (equity and secured debt) of renewable energy projects in the United States, preparation of secured lending facilities, project financing documentation, prospectus and joint development agreements.
• Represented large renewable energy developer in connection with its investment in 102 MW wind power project.
• Represented clean technology issuer in multiple offerings of debt securities under compound exemptions in the United States and Europe (France, Germany, Netherlands and United Kingdom) in connection with microfinance of clean technology and renewable energy projects in developing countries in South America, Central America and Asia; prepared prospectus and bond documentation for initial $50 million offering.
• Represented precious metals producer in the structured trade/project financing of its gold mine project in Argentina.
• Represented project owner in financing for the development of a 55-story office tower in Mexico City.
• Represented distressed mining company project in a reorganization of a complex capital structure, including the issuance of three classes of shares, four classes of debt securities instruments and multiple classes of derivative securities (rights, options and warrants) exercisable for the foregoing. The issuance of the new capital structure was made pursuant to sections 3(a)(9), 3(a)(10), 4(2) and 144A and to regulation S.

Education

• University of Chicago Law School, J.D., 1994
  Managing editor, European Constitutional Review (faculty publication)
• Fulbright Fellowship, Berlin, Germany, 1989-1990
• Pacific Lutheran University, B.A., 1989

Admissions

• Washington
• New York

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