John B. McNeece III
John McNeece is a business and finance attorney. His practice focuses on renewable energy and international business transactions. In both of these fields, his work includes joint ventures, project development, complex financial transactions, and mergers & acquisitions. Mr. McNeece also serves as a counselor to senior company executives as to overall management of company legal issues. In addition, he represents Spanish-speaking clients, in their native language, in U.S. and international business transactions.
Mr. McNeece's renewable energy work focuses on wind energy projects and solar PV projects, and includes the following:
- Representation of solar developer in acquisition of US "pipeline" projects, i.e. acquisition of project companies that have PPAs, interconnection agreements and land rights for project site, with respect to due diligence and documentation.
- Representation of wind energy developer in development of the legal, tax and regulatory structure for a utility scale wind energy project in Mexico (1,000MW to be developed in phases), and advice on financing matters.
- Representation of wind energy developer in joint venture with wind turbine manufacturer involving joint development of projects, contribution of working capital by turbine manufacturer and commitment by developer to acquire wind turbines from turbine manufacturer.
- Advice to wind and solar energy developers on transmission planning by California regulators, and issues under the California Independent System Operator (CAISO) tariff, including interconnection issues and changes to the CAISO tariff on interconnection approved by the CAISO Board of Governors.
- Representation of solar PV developer in connection with analysis of a standard renewable energy power purchase agreement ("PPA") proposed by an Investor Owned Utility ("IOU"), negotiations with the IOU over PPA, and assistance with development of final offer for submission to the IOU in response to a request for offers.
- Advised wind energy developer in connection with analysis of a standard renewable energy power PPA proposed by an IOU.
- Advice to holding company for an IOU on cross-border tax strategies for renewable energy projects in Mexico.
- Representation of Mexico based wind-developer re agreements with local partners as to participation in economic benefits of projects.
- Counsel to 5,000-acre technology industrial park located in Mexico, on US-Mexico energy regulatory issues and cross-border tax planning, in connection with sales effort to renewable energy project developers and renewable energy equipment manufacturers.
Mr. McNeece's international work focuses on Mexico, and includes the following:
- Representation of US investor/developers who are involved in the purchase and development of land in Mexico. The subject properties are in many regions of Mexico. The firm's work includes due diligence on title issues, conversion of ejido land to private use, environmental issues and entitlement issues; US-Mexico tax structuring; deal structuring to take account of the needs of private equity funds, including management of UBTI and ERISA "plan asset" issues; formation of Mexican entities to act as purchaser/developer; advice on governance issues for Mexican entities; financing arrangements and documentation; purchase and sale documentation, including liaison with notarios; preparation of contracts for architects and engineers; preparation of construction contracts; preparation of sales and marketing contracts; and advice on the condominium regime under Mexico law.
- Represented Silicon Border Development, LLC, which built a 4,500 acre industrial park in Mexicali focused on fabrication of semiconductors, flat panel displays and solar panels. See www.siliconborder.com.
- Prepared an analysis for the San Diego County Water Authority on legal and institutional issues in establishing a binational seawater desalination project. That is a public document, and a copy is available upon request.
- Represented the Inter-American Development Bank and Mexico's Nacional Financiera, S.N.C. (NAFIN), regarding formation of Fondo Pymex, a private equity fund. Fondo Pymex is based in Mexico City and is successfully up and running.
- Part of a team engaged by the US Trade and Development Agency (TDA) to study the venture capital industry in Mexico. As part of the study, Mr. McNeece was the co-author of the final report, "Review and Action Plan for Development of the Venture Capital Industry in Mexico," prepared for NAFIN under a grant from TDA. This is a public document and a copy is available upon request. Based on this study, among other things, Mexico adopted new legislation on corporate governance and investor protection for private companies seeking investment, within the format of the recently-created sociedad anónima promotora de inversión ("SAPI"). This legislation, part of the Securities Market Law, became effective June 28, 2006.
Mr. McNeece's corporate work focuses on mergers and acquisitions, and includes the following:
- Represented Secure Wireless, Inc. and Advanced Bridging Technologies in mergers with Linear LLC, a subsidiary of Nortek, Inc.
- Represented San Diego Magazine, a premier luxury-lifestyle publication, in its acquisition by Curtco Media Publishing.
- Represented Selling Stockholders - Privately held company providing trenching services (for underground dry utilities) to residential developers, with largest market share in San Diego. Sale to private equity fund.
Mr. McNeece's structured finance work focuses on assisting clients with credit facilities based on an anticipated flow of income from specified assets, and includes the following:
- Represented a company with a regular flow of income from the lease of cell phone sites/towers as to the structured elements of a credit facility, i.e. formation of SPVs, sale and contribution of the underlying assets to the SPV and related legal opinions, including bankruptcy remote and true sale/contribution opinions.
- Represented a company that acquired defaulted consumer receivables at pennies on the dollar, and obtained financing through a structured facility whereby the receivables were sold to SPVs and serviced intensely, with the resulting proceeds used to repay the financing.
Mr. McNeece also served as a clerk in US Ct App – 9th Circuit (Honorable J. Clifford Wallace).
- Best Lawyers in America, Corporate Law (2009-2013)
Board of Governors, International Community Foundation (San Diego)
American Bar Association, Business Section, International Section
International Law Section, Cal State Bar, Past Chair of Executive Committee
San Diego Regional Chamber of Commerce / Mexico Business Center, Advisory Committee, Past Chair
"Tell Me, Are You Sure You’re Not a Foreign Official?," Luce Forward e-Update, May 3, 2011
"Secured Transactions under Mexican Law: A Treatise for Lenders," accepted for publication by ABA Books, the publishing arm of the American Bar Association
"Condos in Baja and Homeowners Associations That Work," (May 31, 2007)
"The New Securities Market Law and Private Equity in Mexico," Mexico Update, published by the Mexico Committee of the ABA’s Section of International Law (Winter/Spring 2006)
"A Study to Evaluate the Legal and Institutional Issues for the San Diego County Water Authority’s Potential Binational Water Project," prepared for the San Diego County Water Authority, as subcontractor to PB Water, a division of Parsons Brinckerhoff Quade & Douglas, Inc. (2005)
"Review and Action Plan for Development of the Venture Capital Industry in Mexico," prepared for Nacional Financiera, S.N.C., under a grant from the U.S. Trade & Development Agency (2004)