Baker Botts advises downstream refining and petrochemical companies, investors and industry participants on the transactions, projects, commercial arrangements, regulatory matters, intellectual property issues and disputes that shape refining, petrochemical, biofuels, logistics, marketing and distribution businesses. Our downstream team integrates corporate, projects, finance, tax, regulatory, environmental, intellectual property, antitrust, litigation, safety and incident response capabilities to help clients execute strategy, manage operational risk and protect value across complex assets and platforms.
From major capital projects and acquisitions to commercial operations, regulatory compliance and high-stakes disputes, we provide coordinated legal counsel across the full downstream lifecycle. Our lawyers combine deep sector knowledge with practical commercial insight to help clients navigate complex operating environments in the United States and around the world.
What downstream challenges does Baker Botts help solve?
Our cross-practice team advises clients on the critical legal, commercial and operational issues that shape downstream investments, assets and operations.
Key areas of experience include:
Transactions & Corporate
- M&A, divestitures and strategic investments
- Joint ventures, partnerships and platform formation
- Refining, petrochemical and downstream infrastructure transactions
- Governance, ownership and commercial structuring
- Portfolio optimization and strategic repositioning
- Regulatory approvals including HSR and OFAC approvals (including HSR second requests)
Projects, Facilities & Operations
- Refinery, petrochemical, fuels and industrial project development
- Expansions, upgrades, turnarounds and capital projects
- EPC, construction, procurement and project interface arrangements
- O&M, shared services, utilities and site-user agreements
- Co-generation, terminals and integrated facility arrangements
Commercial, Supply Chain & Marketing
- Feedstock supply, offtake and product sales agreements
- Tolling agreements
- Transportation, storage, terminaling and throughput arrangements
- Trading, marketing, distribution and retail structures
- Branding, trademarks, licensing and downstream commercialization
- Structured commercial arrangements and supply-chain optimization
Logistics, Marine & Infrastructure
- Marine terminaling, docking and shipping logistics
- Rail, truck, pipeline and refinery interface arrangements
- Storage, terminal, dock and loading infrastructure
- Port, berth, access and interconnection arrangements
- Transportation infrastructure development and operations
Capital, Tax & Structuring
- Project finance and capital markets support
- Intermediation financing
- Tax-efficient acquisition, divestiture and operating structures
- Structured finance and strategic capital transactions
- Investment, platform and joint venture structuring
- Restructuring and balance sheet optimization initiatives
Tax Credits & Incentives
- Federal tax credits and incentives for downstream operations and projects
- Section 45Q credits for carbon capture, utilization and storage of captured CO₂
- Section 45Z credits for alternative fuel and biofuel production
- Section 48E investment tax credits for waste heat and onsite power generation
- Tax credit monetization, sales and transferability strategies
- State and local tax incentives, abatements and project-level tax reductions
Renewable Fuels
- Renewable diesel, biodiesel, SAF, biofuel and low-carbon fuels project development, financing and construction
- Feedstock supply, offtake, processing, blending, storage, terminaling and logistics agreements
- RFS (including RINs), LCFS, carbon intensity, fuel certification, CBAM and cross-border carbon compliance and enforcement defense
Regulatory, Environmental & Energy Transition
- Air, water, waste and fuels regulatory compliance
- Permitting, enforcement defense and agency engagement
- Greenhouse gas, emissions and climate-related regulation
- Safety, operational risk and incident preparedness
- ESG, energy transition and low-carbon project frameworks
Intellectual Property, Technology & Antitrust
- Patent strategy and protection of process innovations
- Technology licensing and commercialization
- Refining, petrochemical and process technology matters
- Data, digital operations and industrial technology issues
- Antitrust, competition and trade regulation matters
Disputes
- Supply-chain disputes, including force majeure claims
- Commercial and construction disputes
- Joint venture, operating and site-level conflicts
- Litigation, arbitration and complex dispute resolution
Environmental Enforcement
- Environmental inspections and dialogue (e.g. BWON, QQQ, MACT)
- EPA management dialogue on “compliance first” principles
- Enforcement resolutions (administrative orders, consent decrees)
- Consent decree terminations
- Self-audits and compliance evaluations
Criminal Investigations & Enforcement
- Defend criminal investigations and criminal pursuits of companies, their executives, and their directors across upstream, midstream, and downstream operations, as well as trading, marketing and environmental matters
- DOJ, EPA, OSHA, CSB, Coast Guard, and state attorney general investigations
- Environmental crimes, false statements, obstruction, workplace safety, spill, release and process safety investigations
- Anti-corruption, sanctions, money laundering, trade controls and fraud-related compliance matters
Incident Response
- Crisis management, stakeholder communications, litigation readiness and claims strategy
- Rapid response to refinery, petrochemical, terminal, pipeline and marine incidents
- Internal investigations, root-cause reviews, and regulator-facing response strategy
- OSHA, EPA, PHMSA, Coast Guard and state agency coordination and enforcement defense
- Claims analysis and management
