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Ron W. Clark

Partner* Admitted to the Ontario Bar: 1994
*practicing as a professional corporation

Ron loves the challenge of operating a practice at the intersection of corporate/commercial, energy and municipal law. Having advised numerous clients through the historical and institutional development of the energy market in Ontario. Ron brings extensive experience and perspective to guiding his energy clients through both the immediate and anticipated steps of a transaction. In addition, with a deep interest in the intersection of law and public policy, Ron enjoys meeting the unique challenges of his clients with respect to the constant evolution of the energy market.

Ron's corporate/commercial practice includes advising corporations, financial institutions, municipalities and individuals on commercial agreements, asset and share purchase transactions, mergers and acquisitions, private placements and secured lending transactions. The energy side of his practice involves counselling stakeholder groups, retailers, distributors and generators on legislative and policy matters relating to electricity markets.

Ron has been retained in connection with power procurement arrangements, development of generation and cogeneration facilities and the Ontario government's clean energy supply and renewable energy supply RFPs and contracts. He has also been involved in electricity restructuring in Iraq, Saudi Arabia, Ghana, Albania, Macedonia and the Regional Southeast European market. Additionally, Ron chaired the Ontario Energy Association's Task Force on Ontario's proposed electricity legislation.

Ron has a background in public international law and previously served as a diplomat with the Canadian Department of Foreign Affairs and International Trade, with postings in Ottawa and Brussels.

Awards & Recognition

  • Listed as a "Leading Lawyer" in Energy: Power by The Legal 500 Canada
  •  Recommended by Chambers Canada: Canada's Leading Lawyers for Business as a top practitioner in Energy, Power (Transactional) (Canada)
  • Recognized in Legal Media Group's Guide to the World’s Leading Energy and Natural Resource Lawyers as a leading practitioner in Canada
  • Recognized in Who’s Who Legal: Government Contracts as a leading lawyer in Canada
  • Named in The Canadian Legal Lexpert Directory as a leading lawyer in the area of Energy (Electricity)

Professional Involvement

Professional Activities

  • Instructor, "Power Purchase Agreements" - Osgoode Hall Law School Professional LLM in Energy and Infrastructure Law
  • Co-author with Fred D. Cass and Scott A. Stoll, Ontario Energy Law: Electricity, December 2012, published by LexisNexis Canada
  • Former Chair, Ontario Energy Association Conservation and Technology Committee
  • Past-President, Canadian Institute of International Affairs (Toronto Branch)

Memberships

  • Canadian/Ontario Bar Association (Natural Resources and Energy Section)
  • New York State Bar
  • Ontario Energy Network
  • Canadian International Council

Representative Matters

ELECTRICITY GENERATION AND CONSERVATION/DEMAND MANAGEMENT

Advising City of Toronto on Energy Services Agreement with Toronto Hydro Electricity Services Inc. relating to purchase of thermal and electrical energy and sale of biogas produced at Ashbridges Bay Wastewater Treatment Plant.

Advised Ontario Power Authority on the development of contracts and rules for second generation Feed-In Tariff Program (FIT 2.0) in relation to procurement of renewable energy products, including wind, solar, hydro-electric and biomass.

Advising Ontario Power Authority on Energy From Waste Power Purchase Agreement with Regions of Durham and Peel.

Advising Ontario Power Authority on issues arising out of Feed-in Tariff Rules, Applications and Contracts.

Advised Ontario Power Authority on Request for Qualifications, Request for Proposals and Contract relating to procurement of 350 MW Peaking Generation Facility in Northern York Region.

Advised Ontario Power Authority on preparation of Master Conservation and Demand Management Agreements with over 50 local electricity distribution companies and development of schedules in respect of individual CDM programs.

Advising Ontario Power Authority on legal issues relating to contracts arising out of Renewable Energy Supply and Clean Energy Supply Requests for Proposals and other generation procurement, including:

  • Greenfield Energy Centre (a partnership between Calpine and Mitsui): 1,005 MW combined cycle gas-fired generation facility, Sarnia-Lambton.
  • St. Clair Power (a partnership between Invenergy and Stark Investments): 570 MW combined cycle gas-fired generation facility, Sarnia-Lambton.
  • Greenfield South Power Project: 280 MW combined cycle gas-fired generation facility, Mississauga (Loreland Avenue, south of Mattawa Avenue).
  • Greater Toronto Airports Authority: 90 MW cogeneration facility, Mississauga.
  • Loblaw Properties, 10 MW, province-wide demand response initiative.
  • Eastview Landfill Gas Energy Plant, Guelph Hydro Generation Company (Guelph), 2.5 MW.
  • Erie Shores Wind Farm, Erie Shores Wind Farm L.P. (Port Burwell), 99 MW. Erie Shores Wind Farm L.P. is a limited partnership of AIM PowerGen Corporation and the Clean Power Income Fund.
  • Kingsbridge Wind Power Project, EPCOR Power Development Corporation (Goderich), 39.6 MW.
  • Melancthon Grey Wind Project, Canadian Hydro Developers, Inc. (Shelburne), 67.5 MW.
  • Prince Wind Farm, Superior Wind Energy Inc. (Prince Township, near Sault Ste. Marie), 99 MW.
  • Blue Highlands Wind Farm, Superior Wind Energy Inc. (Blue Mountains), 49.5 MW. Superior Wind Energy is a joint venture between Brascan Power Corporation (51%) and Harmony Wind Energy Inc. (49%).
  • Trail Road Landfill Gas Generating Station, Energy Ottawa (Ottawa), 5 MW. Energy Ottawa Inc. is a wholly owned subsidiary of Hydro Ottawa Holding Inc.
  • Umbata Falls Hydroelectric Project, a partnership of the Pic River First Nation and Innergex II Income Fund (on White River, near Marathon), 23 MW.
  • Glen Miller Hydroelectric Project, Innergex II Income Fund, (Trenton), 8 MW.
  • Hamilton Digester Gas, Hamilton Community Energy, (Hamilton), 1.60 MW.

Advised Rodan Energy & Metering Solutions Inc. in relation to preparation of demand response contracts with load customers.

Advised Enersource Corporation on potential acquisition of renewable and gas-fired generation assets.

Advised Enersource Corporation on connection arrangements with Greater Toronto Airport Authority gas-fired cogeneration facility.

PROJECTS, M&A AND CORPORATE/COMMERCIAL TRANSACTIONS

Advised Cambridge North Dumfries Hydro Inc. on the purchase of Brant County Hydro Inc., including responding to the request for proposals, negotiating the share purchase agreement and conducting due diligence.

Advised Transeastern Power Trust on its initial public offering in support of the acquisition of three hydroelectric power projects in Romania, comprising 11 run-of-river hydroelectric plants with a total capacity of over 5.1 MW.

Advised Ghana Grid Company Limited on 50,000,000 euro financing in relation to expansion of the Ghanaian transmission network to facilitate electricity exports and interconnection with neighbouring jurisdictions.

Advised Just Energy on purchase of renewable energy credits.

Advised Special Committee of Board of London Hydro regarding strategic options for London Hydro.

Advised City of Guelph in relation to potential merger of Guelph Hydro Electric Systems Inc. with Horizon Utilities Corporation.

Advised Milton Hydro Telecom Inc. on sale of telecom business to Blink Communications Inc.

Advised London Hydro Inc. on corporate governance matters.

Advised Oshawa Power and Utilities Corporation on $30 million debt refinancing.

Advised Erie Thames Power Corporation and St. Thomas Energy Holdings Inc. on joint response to RFP for sale of Haldimand Hydro, including preparation of bid documents and draft purchase agreement. 

Advised Erie Thames Power Corporation and St. Thomas Energy Holdings Inc. on joint response to RFP for sale of Gravenhurst Hydro, including preparation of bid documents and draft purchase agreement. 

Negotiated and drafted, on behalf of Enersource, an IRU/fibre purchase agreement together with related ancillary agreements including sub-licence, non-disturbance agreement, and agreements for licensed occupancy of support structures.

Negotiated and drafted a 20-year agreement for the construction and provision of a high-capacity fibre optics network for the benefit of over 300 school sites and 200,000 students and staff spanning two Ontario cities.

Advised First Source Energy Inc. on sale of business, including RFP process and assignment of $200,000,000 of retail electricity contracts and wholesale electricity supply arrangements.

Advised First Source Energy Inc. on $250,000,000 of wholesale and retail electricity purchase transactions, including transactions under ISDA financial swap documentation.

Advised William Osler Health Centre in Toronto on one of Canada's first hospital public-private partnerships. Work includes the provision of procurement advice and the drafting of contractual and other documentation to facilitate the design, construction and financing of a 608 bed acute care hospital and the long-term provision of non-clinical services by a private sector consortium.

Advised Six Nations aboriginal group in Ontario, Canada in respect of negotiation and preparation of building contracts, material purchases, bonding and insurance arrangements, and financial arrangements for construction of Day Care Facility.

Advised private investor in relation to corporatization and privatization of a gold mine by the Government of Ethiopia. Negotiated and drafted purchase agreement, concession agreement and related documents.

Structured $1,500,000 secured loan to brokerage firm with warrants to purchase up to 50% equity interest.

Advised venture capital firm and prepared share purchase agreement, shareholders' agreement and related documents in respect of $10,000,000 purchase of 60% equity interest in private energy services company.

Advised communications company in respect of private placement of special warrants. Transaction valued at $5,500,000.

Represented U.S. and Canadian technology services units of large multinational in respect of purchases of assets of three related technology solutions companies. Transaction valued at approximately $25,000,000.

Acted for publicly-listed transportation company in respect of amalgamation of certain partially-owned subsidiaries through court-approved plan of arrangement.

Seconded to General Electric Canada for four months. Advised on labour issues, distributorship agreements, contractual disputes and labeling issues.

Advised various companies on issues relating to corporate websites, including disclaimers, hyperlinks, potential liability, jurisdiction and continuous disclosure matters.

GOVERNANCE, LEGISLATIVE AND POLICY MATTERS

Advising the World Bank Group and the Government of Iraq as Legal Specialist to assess the current performance of Iraq's distribution sector and develop a roadmap for reform, as well as examine its possible eventual commercialization, corporatization and/or privatization.

Advising Ghana Grid Company Limited on preparation, negotiation and drafting of agreement governing connection of electricity generators to Ghana’s transmission network.

Advising Ghana Grid Company Limited in relation to development of Market Rules for Ghanaian electricity system.

Prepared program rules and related documentation for Ontario Power Authority's Community Energy Partnerships Program and Aboriginal Renewable Energy Fund.

Advised Burlington Hydro on structuring of boards of directors of regulated distributor and unregulated affiliates and compliance with Affiliates Relationships Code.

Advised Saudi Arabian electricity and water utility in relation to establishment  and governance of regulator and initial rate structure.

Counsel on restructuring and unbundling of significant portion of the electricity distribution sector in Ontario. Advised over 25 municipalities and electricity commissions on corporatization of their electricity assets and merging of municipal electric utilities to form a single distribution company and affiliated companies, including advice on shareholders' agreement, transfer by-laws, corporate structure, governance, labour matters, Ontario Energy Board Standard Supply Service Code and Affiliate Relationships Code, share structure, articles of incorporation and obtaining necessary licences and registrations.

Advised Hydro Mississauga, Whitby Hydro, St. Catharines Hydro, London Hydro, Oshawa and Bluewater Hydro regarding establishment of a corporation to retail the electricity commodity, including advice on shareholders' agreement, labour matters, Affiliate Relationships Code, share structure, articles of incorporation and obtaining necessary licences and registrations.

Chaired Ontario Energy Association's Bill 100 Task Force, representing a broad spectrum of Ontario's energy industry.  Coordinated and provided comments on legislation creating the current electricity market.

As part of SEETEC (Southeastern Europe Electrical System Technical Support Project) consortium funded by the Canadian International Development Agency:

  • Advised the Government of Albania and the Albanian vertically integrated electricity utility (KESH) on the unbundling of its vertically integrated electricity utility and the establishment of a separate transmission company and transmission system operator.
  • Advised the governments of Bosnia and Herzegovina on the incorporation and establishment of a Single Transmission Company.
  • Advised the Government of Macedonia and the Macedonian vertically integrated electricity utility (ESM) on the unbundling of its utility and the establishment of a separate transmission company and transmission system operator.
  • Developed legal and regulatory aspects of a conceptual framework for unbundling and corporatizing a transmission system operator for application throughout Southeastern Europe.

Advised coalition of major electricity wholesalers, generators and retailers in developing strategies and policy in connection with the Electricity Pricing Conservation and Supply Act (Ontario) to preserve Ontario's wholesale electricity market.

Advised the Distributors' Electricity Efficiency Policy Group (the "DEEP Group"), a coalition of major Ontario electricity distribution companies (Enersource Hydro Mississauga, London Hydro, Hydro Vaughan, Oshawa PUC, Erie Thames Powerlines, Essex Power, Barrie Hydro and Oakville Hydro) on strategic and policy matters relating to the reform of Ontario's electricity markets and commercial opportunities and projects.

Advised Canadian oil company on compliance with UN sanctions regime in relation to investments in North Africa.

As Canadian diplomat with Canada's Mission to the European Union:

  • Analyzed European Union aviation policy developments, including "open skies" agreement with United States.
  • Represented Canadian interests to the European Commission and EU Member States.
  • Interpreted and analyzed EU regulatory and policy developments in energy, transport and environmental sectors.
  • Member of Canadian delegation to Energy Charter Treaty negotiations on liberalization of the energy sector in Central and Eastern Europe and the Former Soviet Union.

As legal counsel to Department of Foreign Affairs and International Trade:

  • Negotiated implementation of Labour and Environmental NAFTA Side Accords with the United States and Mexico.
  • Established structures and governance of North American Commission on Labour Cooperation and North American Commission on Environmental Cooperation.
  • Assisted in drafting Canadian legislation on foreign overfishing beyond maritime boundaries.

Selected Speaking Engagement

Speaker, Canada Energy Storage Summit: "Regulatory Perspectives on Energy Storage" – November 12 - 13, 2014.

Speaker, Powering Africa: Ethiopia (Addis Ababa, Ethiopia): “Developing a Green Economy – Ethiopia” – November 28, 2013.

Speaker, Powering Africa: Ethiopia (Addis Ababa, Ethiopia): “Policies and Regulatory Frameworks – Ethiopia” – November 28, 2013.

Participant, Canada Trade Mission to Nigeria and Ghana with Hon. Ed Fast, Minister of International Trade – January 27–February 1, 2013.

Moderator, Ontario Energy Association, Annual Conference: “The Balancing Act of Policies” – September 16, 2011.

Speaker, Ontario Solar Power Systems Forum – Government Incentives For Solar Power:  “Ontario’s Feed-In Tariff Program for Renewable Energy” – September 12, 2011.

Speaker, Infrastructure Investment Group – Ontario’s Feed-In Tariff Program for Renewable Energy:  “Issues for Investors” – September 9, 2011.

Speaker, Ernst & Young Orenda, Corporate Finance Inc. – The International Project Finance Association (IPFA): “Renewable Energy in Ontario, Canada” – June 2, 2010.

Speaker, Developing Infrastructure Projects: Identifying the Need and Understanding the Details – "Ontario’s New Green Energy Act: Costs and Opportunities for Renewable Generation" – November 26, 2009.

Speaker, Knowledge is Power – Essential Information for Municipalities –"Ontario’s Green Energy & Green Economy Act: Implications for Municipalities" – September 18, 2009.

Speaker, Distributed Generation: Combined Heat and Power Conference – “The Changing Role of Ontario's Electricity Distributors – Where Have We Landed?” – September 22-23, 2008.

Facilitator, New Developments in the Energy Contracts in Ontario – "Practical Challenges in the Life Cycle of a Generation Contract” – May 30, 2008.

Speaker, Ontario Power Summit – “Practical Challenges in the Life Cycle of a Generation Contract” – May 29, 2008.

Speaker, EDA Executive Symposium – “The Changing Role of Ontario’s Electricity Distributors – Where we have landed” – June 5, 2007.

Speaker, 3rd Annual Forum on Infrastructure Development, Renewal and Financing – “Infrastructure Development, Renewal and Financing” – February 13, 2007.

Panellist - The Canadian Institute 3rd Annual Infrastructure Conference – Rebuilding the Energy Infrastructure: “Energy Renewal Challenges in An Age of Increasing Product Demand” – February 13, 2007.

Speaker, 18th Annual Canadian Power Conference and Trade Show – “Critical issues to be resolved in distribution” – November 14, 2006.

Chairman, Ontario Energy Association 2004 Annual Conference Committee – September 2004.

Co-chair, Canadian Institute Conference: Generation Adequacy in Ontario – April 19-20, 2004.

Moderator, Ontario Energy Association Annual Conference, Leadership in Change, Panel Discussion “Energy Retailing in Ontario: Restoring Customer Choice” – September 23, 2003.

Moderator, Natural Gas Purchasing Strategies Conference, “Choosing the Best Energy Purchasing Option for Your Organization: Benefiting from the Experiences of Other Natural Gas Consumers” – September 19, 2003.

Moderator, Natural Gas Purchasing Strategies Conference, Energy Markets Report: “Managing Exposure to Price Volatility and Contract Risk in the Post-Enron Environment” – September 19, 2003.

Guest Panellist, “On the Line,” television program, “The Blackout of 2003” – September 5, 2003.

Speaker, 3rd Annual Alberta Power Summit 2003, “Recent Development in the UK and European Union Electricity Markets” – February 28, 2003.

Speaker, Ontario Power Summit 2003, Comparing Restructuring Experience” Lessons from Afar, “Power Restructuring in the UK and EU” – June 10, 2003.

Moderator, Ontario Energy Association Annual Conference, Niagara Falls, Ontario “Retailing Electricity: New Challenges” – September 2002.

Moderator, 3rd Annual International Law Conference, Ottawa, Ontario “Towards a North American Energy Market” – May 2002.

Speaker, Enercom Electricity Conference & Expo, Toronto, Ontario, “Leveraging Your Business Through Partnering: Regulatory and Corporate Governance Issues” – February 2001.

Selected Publications

Article: "Norfolk and Altalink: Ontario and Alberta Regulators Refine Mergers and Acquisitions Standards," Energy Regulation Quarterly, March 2015.

Article: Hydro One and the Ed Clark Report: Open Season on Municipally-Owned Electricity Distributors? Aird & Berlis LLP Energy Bulletin, October 2014.

Article: "Electricity Restructuring in Canada and the Role of its Bulk Trader: Potential Lessons for Nigeria?" The Rising Africa, August 2013.

Article: "The Electricity Distribution Sector in Ontario: The Slow Road to Consolidation," Financier Worldwide, November 2013.

Article: "Consolidation of LDCs," Aird & Berlis LLP Energy Bulletin, December 2012

Article: “Tighten Your Belt”:  The Drummond Report and LDCs, Aird & Berlis LLP Energy Bulletin, February 2012.

Article: "The OPA Releases Draft Renewable Energy Feed-In Tariff ("FIT") Program Rules," Aird & Berlis LLP Energy Bulletin, March 2009.

Article: "Ontario's New Green Energy Act (Bill 150): Reading Between the Lines," Aird & Berlis LLP Energy Bulletin, February 2009.

Report: “The Ontario Power Authority's Renewable Energy Standard Offer Program: An Introductory Guide to Legal Issues” (with M. Napier), April 2008

Article: “Trouble Ahead for Cost of Capital, Incentive Ideas?” Energy Analects – Vol. 35, No. 20, September 25, 2006.

Article: “Financial Derivatives in Ontario’s New Electricity Marketplace,” Electricity Today, September 2002.

Article:  “Sorry You Kept Your Municipal Electric Utility? How Leasing Can Help You Avoid Transfer Tax,” Municipal World, May 2002.

Paper: “Purchasing Power: Liberalization of Electricity Market Across the Americas and its Impact on Power Purchase Mechanisms” (with S. Virani), Organization of American States Publication, January 2002.

Article: “FOI and Municipal Electric Utilities:  Limits on Disclosure Obligations in Ontario’s New World of Electricity,” Municipal World, April 2001.

Education

  • Admitted to the New York Bar, 1989
  • LLM, International Legal Studies, New York University, 1988
  • LLB, York University, 1987
  • BA, Political Science, Carleton University, 1984