Experience
Banking: Establishment of Non-Depository Trust for National Company
Verrill served as special counsel to a national firm in the chartering and licensing of a Maine non-depository trust company as the client’s wholly-owned subsidiary. Non-depository trust companies are highly regulated, and the matter involved a complex application process and close work with state regulatory authorities. Establishing the new company also required navigating the federal Dodd-Frank Act, which included ambiguous language that might have prohibited non-depository trust companies. To solve the ambiguity, Verrill worked with members of the US Senate to include a floor colloquy addressing the matter. After nearly a year,, Verrill and the client were able to efficiently establish and license the new nondepository trust company, as well as license the company for operations in the jurisdiction of its principal office.
Banking: Helping Non-Depository Trust Companies Do Business in Other States
Verrill has helped to form more non-depository trust companies in Maine than any other law firm. We have also helped our trust clients when they look to expand their business into other states.
In 2010, Verrill worked with one of its trust company clients to obtain approval to do business in Massachusetts. To obtain that state’s approval, we needed to demonstrate that Maine law offered reciprocity to Massachusetts trust companies seeking to do business in Maine. Verrill moved forward to analyze the laws, and upon finding sufficient reciprocity, sought and obtained a letter of support from the Maine Bureau of Financial Institutions. Armed with this letter, the Maine trust was able to obtain approval to do business in Massachusetts.
In 2011, we helped another trust company client obtain approval to do business in New Hampshire. Like Massachusetts, New Hampshire has a reciprocity statute requiring a showing that the home state of the trust company allowed New Hampshire trusts to do business on the same terms as New Hampshire would allow trusts from the home state. We analyzed Maine law through this lens, and determined that Maine law did have reciprocity with New Hampshire law. Several short weeks later, we obtained a letter of support from the Maine Bureau, and received final approval from the State of New Hampshire.
As our clients look to grow and expand, we are pleased to be able to help them meet their goals.
Energy: Acquisition of LDC
Verrill assisted with an investment fund with due diligence in regard to potential acquisition of a local gas distribution company. The scope of work included analysis of state regulatory environment for gas utilities and the process for seeking regulatory approval of the potential acquisition.
Energy: Assist Natural Gas Pipeline Company in Maine PUC Proceeding to Select a Provider of Natural Gas Capacity into New England
Since early 2014, our firm has successfully represented a large interstate pipeline company before the Maine PUC in advancing two significant new interstate pipeline expansion projects. The larger of the two projects was designed to provide a firm and reasonably priced source of fuel for natural gas-fired generators providing electricity to consumers in Maine and New England. The Maine PUC is charged with implementation of the Energy Cost Reduction Act, a 2013 law (in which the firm was actively involved) that authorizes the State to direct execution of a contract for new natural gas pipeline capacity. The so-called energy cost reduction contract, or ECRC, will provide financing for up to $75 million per year upon a finding that the contract’s benefits will outweigh its costs and that the contract is commercially reasonable and in the public interest.
After more than two years of extensive litigation, the Maine PUC selected our client’s project in July 2016 as the best option for an ECRC, and directed Maine’s transmission and distribution utilities to negotiate and execute of a contract for capacity on this project. The ECRC, which will be conditioned on regional participation on the project, and will enable the development of additional pipeline capacity needed to increase the availability and supply of natural gas into New England.
Verrill has guided the project through every stage of this extensive MPUC litigation, including researching, drafting, discovery, witness examination, filing briefs, motions, and testimony, and developing a successful strategy.
Energy: Energy Aggregation
We advised Maine Power Options (MPO), the energy aggregation arm of two quasi-state agencies, Maine Bond Bank and the Maine Health and Higher Education Facilities Authority, with regard to developing and administering a procurement process by which MPO selects an electricity marketer to supply MPO members. Verrill provides ongoing support to MPO with respect to the procurement process and energy contracting.
Energy: Gas Pipeline Expansion
Represented an interstate pipeline company before the Maine PUC in advancing an interstate pipeline expansion project designed to provide a firm, competitively priced source of fuel for natural gas-fired generators providing electricity to consumers in Maine and elsewhere in New England. The Maine PUC is charged with implementation of the Energy Cost Reduction Act, a 2013 law (the firm was actively involved in drafting and securing passage of the Act) that authorizes the state to direct execution of a contract for new natural gas pipeline capacity. A so-called energy cost reduction contract, or ECRC, provides financing for up to $75 million per year upon a finding that the contract's benefits will outweigh its costs and that the contract is commercially reasonable and in the public interest. After more than two years of extensive litigation, the Maine PUC selected our client's project as the best option for an ECRC and directed Maine's electric transmission and distribution utilities to purchase pipeline capacity on the proposed pipeline expansion. The project is conditioned on support from other New England states, as it will enable the development of additional pipeline capacity needed to increase the availability and supply of natural gas throughout New England.
Energy: Legislative Campaign to Oppose State Takeover of Electric Utilities
During the 2019 session of the Maine Legislature, Verrill took a leading role on behalf of our client Emera Maine in opposing significant legislation authorizing the State of Maine to take over and operate the assets of Emera Maine and Central Maine Power, Maine’s two investor-owned transmission and distribution utilities. If this bill were to pass, CMP and Emera Maine would cease to operate as investor-owned utilities. Our efforts to oppose the bill included developing and coordinating a coalition of stakeholders in opposition to the legislation; detailed research of similar efforts around the country; the preparation and distribution of fact sheets outlining our research and other data showing the challenges of a state takeover; the preparation and delivery of public testimony on the legislation; preparation of amendments to the bill; overseeing public polling and grassroots outreach efforts to oppose the bill; and the direct lobbying of legislators and state agencies. After nearly six months of work, the Legislature postponed action on the bill, and instead directed the Maine PUC to conduct a detailed study of the proposal and report back in 2020. Future efforts will focus on this study, and the potential for additional legislation on the proposal.
Energy: Maine's First Private Natural Gas Pipeline
Assisted a large pulp mill secure legislation to authorize building a private natural gas pipeline that tapped into the Maritimes interstate pipeline to lower the mill's energy costs. To meet the client's schedule, we had to submit after-deadline emergency legislation and get the bill through the legislature and signed by the governor in just over three weeks.
Energy: Omnibus Energy Legislation
Verrill represented Emera as part of Omnibus Energy Legislation authorizing the State of Maine to procure up to $75 million of natural gas capacity in New England. Our goal was to ensure that the risks on Maine electric consumers through the bill were minimized, which required us to work for weeks with a wide range of stakeholders in order to make necessary amendments to the original bill. As a result of the strong relationships we developed and trusted legal solutions we offered, many of our proposals were ultimately included in the final legislation, whereas many suggestions by other stakeholders were not.
Energy: Promotion of Heat Pumps
Verrill assisted a Maine utility in the development and passage of state legislation to allow T&D utilities to directly provide energy-efficient electric heat pumps to customers, provided the program lowers the life cycle electric costs of participating customers; is subject to rates set by the Maine PUC; and allows customers to choose their own installer.
Energy: Reclassifying as a FERC-Jurisdictional Transmission Line
In 2010, Madison Electric Works (MEW), an electric utility serving Madison, Maine, explored reclassifying its 115-kV power line as a FERC-jurisdictional transmission line. Reclassification of the line, which serves Madison Paper Industries (MPI), Backyard Farms, and other customers in Madison, could permit MPI to receive electricity supply on more favorable terms. We advised MEW as to the steps necessary to obtain FERC-jurisdictional status, and researched the regulatory regime under which MEW would find itself were the reclassification to succeed.
Energy: Utility Ownership of Generation
We opposed legislation on behalf of Emera that would have prohibited affiliates of Maine T&D utilities from owning electric generation facilities in the state. Had the bill passed, Emera would not have been able to partner with First Wind to provide financing for a number of major wind energy projects.
Energy: Verrill Team Facilitates Completion of Largest Solar Farm in Maine as of Its In-Service Date
In 2015, Madison Electric Works, a consumer-owned electric utility in Madison, Maine, decided to develop a solar farm on land the utility owned next to their headquarters. They called on Verrill to provide legal guidance to facilitate the project’s completion. Verrill helped the utility develop an RFP process to secure a vendor, and Madison ultimately awarded the contract to build and run the project to Ohio-based IGS Solar. Verrill advised Madison on the lease agreement for the solar facilities, the purchase power agreement, and the interconnection agreements between Madison Electric Works and IGS. In January 2017, the project was completed and about 26,000 panels covering more than 20 acres are expected to provide nearly 5 megawatts of power to Madison Electric Works and its customers. The new solar farm is currently the largest in the state, more than double the size of the Bowdoin College facility opened in 2014 – which was also developed with the assistance of Verrill’s Energy Team.
More information about this project is available in the Portland Press Herald:
- Maine’s Largest Solar Farm Prepares to Power Up, December 2016
- State's Largest Solar Array Now Completely Operational, October 2017
Government Relations: Preserving Legal Right of Private Company to Acquire a Maine Company
Some transactions go smoothly. But when they don’t, Verrill is ready. The proposed acquisition of a publicly traded company in Maine by large multinational corporation was just such a transaction.
For months, the multinational corporation and its legal team had worked to prepare the necessary tender offer materials and other SEC filings in support of the proposed acquisition. But at 5PM during one evening in April, everything changed. Verrill’s business law group received word from the firm’s government relations team that emergency legislation had been filed by the Governor, with support from Legislative leadership, that would scuttle the transaction -- if passed. The bill had already been scheduled for hearing the following morning, with no advance notice. So we swung into action immediately.
Working all night, our team formulated a strategy for the public hearing, and in the morning, we implemented an all-out government relations strategy to slow down the legislative process and give our client more time to tell their story – and complete the transaction. The strategy worked, and by a narrow vote in the Maine House that night, the bill failed to get the necessary votes to pass. But our work was not over.
For the next two weeks, working closely with the client, elected officials, and media consultants, Verrill helped the client continue forward with the proxy battle and grow support within the Legislature to reject the proposed bill. The work was not easy because there was strong emotional support within the local community to prevent the transaction. But we were able to make headway by illustrating that political interference with private business transactions would hurt Maine’s business climate in the long run, and should be discouraged.
Finally, in May, after weeks of intense work and substantial media coverage, the Legislature took a final vote on the bill. By a single vote in the Senate, our argument won the day, and the bill failed. With the failure of the bill, the transaction was able to move forward to completion with the support of the shareholders. Crisis averted.
Government Relations: Verrill Helps Neighborhood Group in Dispute Over Proposed Ferry Legislation
In 2013, Jim Cohen helped a group of Yarmouth, Maine residents in a state legislative dispute involving the private ferry service serving the Town of Chebeague Island. In early 2013, the ferry service proposed draft legislation that would convert the private ferry company into a unit of local government with limited eminent domain authority on Chebeague Island. Neighbors on Cousins Island in Yarmouth – which is the mainland connection for the ferry -- were concerned that the legislation would give the ferry more political clout to expand parking and traffic in their neighborhood, and neighbors feared that expansions in ferry operations could be allowed based on actions in Augusta rather than locally. Jim Cohen, with help from Katie Gray and Gordie Smith, helped the neighbors research the relevant laws and presented the new information to neighbors and the Town of Yarmouth. Jim also worked with Kathie Summers-Grice of Maine Street Solutions to develop a website to help keep neighbors informed about the bill and help them connect with local elected officials. In mid-March of 2013, days after a presentation by Jim Cohen before the Yarmouth Town Council involving numerous comments from local residents, the Town of Chebeague Island voted to have the legislation withdrawn. This step allowed the two communities a fresh opportunity to work together on mutual solutions that can work for the long term. The dispute was covered by both the Bangor Daily News and the Portland Press Herald, both of which included quotes from Jim Cohen.
Telecommunications: Helping a Dark Fiber Provider Bring High-Speed Broadband to Rural Maine
Many of Maine’s rural areas do not have adequate access to high-speed broadband services. In 2008-09, a group of Internet providers and CLECs joined with state officials to map out a plan to install 1110 miles of high capacity dark fiber in three rings across rural Maine – known as “Three Ring Binder.” The project required a substantial grant under the American Recovery and Reinvestment Act, and a private match. Verrill joined the team in 2009 and advised the lead applicant regarding government and public outreach as well as communications with other businesses and telecommunications providers in Maine.
In late 2009, US Commerce Secretary Gary Locke flew to Maine to announce a $25 million ARRA grant from the National Telecommunications Information Agency, the first such award in the country. A major success for Maine.
In 2010, we helped pass necessary legislation to create a new telecommunications entity in Maine, a “Dark Fiber Provider,” which was necessary to allow the new venture to attach their fiber to utility poles in the public right of way. The legislation was bitterly opposed by competitors and their unions, but was ultimately passed after months of negotiations with stakeholders, the Governor’s office, the US Department of Commerce, and a range of state agencies. Once passed, we assisted the new Dark Fiber Provider obtain a certificate to do business from the Maine PUC and work with pole owners in Maine to obtain reasonable access to their facilities.
In 2011, a US Chamber of Commerce study listed Maine as the top infrastructure state in the nation, in large part because of the establishment of the Three Ring Binder. And businesses in rural parts of Maine are increasingly seeing the benefits of middle-mile fiber.
Verrill’s Telecommunications Group, and its Government and Public Relations team, are proud to have had a part in helping rural Mainers get high-speed access to the Internet, and to help Maine grow.
Water and Wastewater: Helping Water Systems Develop and Carry Out Consolidation Plans That Are Right for Their Community
Every community wants clean water, and every community wants an efficient water system that keeps costs down. But achieving efficiencies requires a different plan for each community. Verrill understands that there are important differences among systems and communities, and for many years has helped water systems and local communities design and implement plans that are right for them.
For some systems, the key is interconnection with neighboring systems. Verrill provided advice to the Gardiner and Hallowell Water Districts when those systems wanted to tie in together for mutual support, and we helped the Districts pass legislation addressing the fact that one system had fluoridated water, and the other did not.
For other systems, developing a regional cooperative makes the most sense. In 2006-7, Verrill facilitated conversations among seven major water systems in southern Maine to address their interest in joint planning, joint procurement, mutual aid, and system interconnection. The result was the formation of the Southern Maine Regional Water Council. To make this Council a reality, Verrill helped draft and get passed legislation permitting the formation of such regional organizations, and then we helped draft the by-laws that for the Council to follow. Also, in 2006-7, Verrill represented the Augusta Sanitary District Coalition in negotiations with the Augusta Sanitary District to provide sewage service for Augusta area communities. This matter involved extensive amendments to the District’s legislative charter, and the creation of the Greater Augusta Utility District. In 2005-7, Verrill represented the Bath Water District in the negotiation and execution of a long-term interconnection agreement with the Wiscasset Water District.
In Brewer, the community decided that cooperation and regional planning was not enough. Rather, City officials in four neighboring communities determined that the best way to achieve efficiencies in the delivery of water was to consolidate the Brewer Water District within the City of Brewer. In 2002, Verrill helped the City of Brewer get legislation passed to permit the merger of the water district within the municipality, then assisted the City complete the transaction once the legislation was adopted.
Finally, for some water systems, remaining independent makes the most sense. Verrillhas assisted the South Berwick Water District and the Hampden Water District to work with their local municipalities to preserve their independence, but to enhance opportunities for local collaboration to enable greater efficiencies and improved planning.
No matter the community, Verrill has the experience with local government and water system operation to advise water districts about how best to achieve efficiencies, and then work with those systems to achieve their goals.
Water and Wastewater: Kittery Water District dismissal of Customer Complaint
Verrill successfully helped the Kittery Water District secure the dismissal of a ten-person customer complaint filed in August before the Maine Public Utilities Commission (PUC). Verrill attorneys James Cohen and Hans Eysenbach guided the water district through the process through a combination of regulatory filings, strategic advice, and external communications guidance. On October 21, 2019, the Maine PUC decided to dismiss the Complaint, in part due to a subsequent filing by the complainants acknowledging that the water district had been positively working with them and the public. The dismissal was reported by the Portsmouth Herald shortly after.
Water and Wastewater: Verrill Helps Gardiner Water District Secure Land for a New Water Tank
For roughly one year, Verrill worked with longtime client Gardiner Water District, and its engineering firm Wright-Pierce, to secure land to allow the Water District to construct a one million gallon water tank in Farmingdale. The tank, which will help improve water pressure and the future integration of the Gardiner and Hallowell Water Districts, will be located on the former Kennebec Heights Country Club, which property was purchased by Central Maine Power as part of its Maine Power Reliability Program transmission project. The Verrill team helped the District negotiate with Central Maine Power to acquire the land and finalize the terms of the acquisition. The team also helped the District work with the Maine Drinking Water Program, which is financing a portion of the project using State Revolving Loan Funds. On May 5th, the Drinking Water Program hosted a celebration of project, which represented the 200 millionth dollar of funds disbursed through the SRF program. Verrill helped with the planning of the event, which was chronicled by the Kennebec Journal. The final closing took place approximately two months later.
