McCauley Lyman LLC

Our Lawyers

Don McCauley	Frank Lyman	Jill D. Winans	Ari L. Bessendorf	Michael J. Blasik
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Collectively, McCauley Lyman LLC attorneys are admitted to practice in Arizona, California, District of Columbia, Maryland, Massachusetts, New York and Virginia.

Don McCauley

Don McCauley has a wide range of experience in commercial, regulatory, securities, finance, bankruptcy, environmental, and real estate matters. His practice focuses on commercial law and energy law matters, including:

• partnership, limited liability company, corporate and joint venture formation and governance
• energy project development and financing
• sales and acquisitions of both asset and equity interests
• project due diligence
• power contract negotiation and restructuring
• bankruptcy reorganizations and liquidations
• FERC regulatory initiatives
• renewable energy attribute trading

Don has also been an arbitrator and an expert witness in disputes relating to energy matters. Don seeks to focus on the essentials, emphasizes the practical, and is creative in exploring new approaches and resolving issues. He values highly his reputation for integrity and fairness. He occasionally displays a sense of humor.

Don began practicing law in 1982 with the Minnesota law firm of Doherty Rumble & Butler, developing a broad commercial law experience. In 1986, he began to focus on the energy field, first with the firm of Nixon Hargrave Devans & Doyle and then with McDermott Will & Emery, becoming a partner at McDermott in 1991. In 1995, Don joined Citizens Power as Senior Vice President and General Counsel and helped Citizens develop into one of the leading companies in the independent energy business. In the fall of 2001, following the acquisition of Citizens by Edison Mission Energy, Don left to resume the private practice of law.

Don is a Selectman for the Town of Wellesley, Massachusetts, and a graduate of Williams College and Harvard Law School.

Don is admitted to practice in Massachusetts, the District of Columbia, and Minnesota. He is a member of several bar associations, including the American Bar Association, the Energy Bar Association, the Massachusetts Bar Association, and the Minnesota Bar Association.

Following are some of Don's activities in the energy area:

• He has been involved in many power contract restructurings and related project financings which replaced power, fuel and financing arrangements for qualifying cogeneration and small power production facilities with new market based power supply arrangements.
• He was lead counsel for the Fauji Kabirwala power project in Pakistan.
• He participated in the working groups that created FERC's standard interconnection policies.
• At Citizens, he oversaw the creation of a national network of trading contracts in the US.
• At Edison, he assisted in implementing the New Electricity Trading Arrangements in the UK.
• He has dealt with significant brownfields issues in project development.
• He has represented both buyers and sellers in transfers of asset portfolios.
• He has served on creditors committee in the bankruptcy of a major energy trading company.

Frank Lyman

Frank Lyman helps business people establish, finance, acquire, operate, and sell companies and assets. He has considerable expertise and experience in matters affecting businesses, including:

• company organization, governance, and regulation
• finance, including
  • asset-backed and receivables-based financing
  • project finance
• sales and acquisitions of both asset and equity interests
• energy project development, operation, and regulation
• real estate contracts and leases

Much of Frank's experience has involved the energy sector — as a businessman, as a government official, and as a lawyer. He was a manager of supply & distribution operations with Mobil Oil and held several senior positions for the U.S. Department of Energy. He was director of storage development operations for the Strategic Petroleum Reserve. Later, he assisted in overseeing program offices responsible for commercializing emerging energy technology in the areas of combined cycle generation, advanced coal combustion, small scale hydro, and geothermal energy.

Frank left government for private law practice following Congress' enactment of the Public Utility Regulatory Policies Act (PURPA). He helped LeBoeuf Lamb Leiby & MacRae and Nixon Hargrave Devans & Doyle create "one stop" energy practices that offered clients the combined energy regulatory, commercial, and finance expertise needed to consummate transactions for the then emerging independent power producer (IPP) industry.

In the 1990s, Frank combined his expertise and experience as manager and lawyer as both General Manager (COO) and General Counsel for Cogen Energy Technology, a New York State independent power company. He returned to private law practice after helping to sell the company in 1999.

Frank is a graduate of Manhattan College, the State University of New York College at Plattsburgh, and The George Washington University Law School. He was also a Distinguished Graduate of the U.S. Army Infantry Officer Candidate School.

Frank is admitted to practice in the United States Supreme Court and courts in the District of Columbia, Maryland, New York and Virginia. He is a member of several bar associations, including the American Bar Association, the Energy Bar Association, and the Federal Bar Association.

Following are some of Frank's activities in energy and solid waste management:

• Nuclear facility licensing & regulation (representing utilities and a fuel supplier)
• Small-scale hydro facility licensing (representing developers)
• Solid waste transfer station, landfill, and waste-to-energy facility development, finance & regulation (representing municipalities and developers)
• Gas- and oil-fired combined cycle cogeneration facility development (representing developers), including all contracts, e.g.,:
  • Engineering, procurement & construction
  • Land acquisition
  • Fuel supply & transportation
  • Power sales
  • Thermal energy sales
  • Financing
  • Professional services
• Gas and electricity industry restructuring (state and FERC)
• Utility work-out of IPP contracts (representing an IPP in the landmark $4 billion Master Restructuring Agreement among Niagara Mohawk Power Corporation and a score of independent power companies)

Jill D. Winans

Jill D. Winans focuses on renewable energy development through her expertise in state renewable/clean energy programs and related regulatory issues. In her business role, Jill directed and managed a program representing clean and renewable energy generators in environmental attribute markets, with a focus on New England’s REC markets. Jill’s practice includes positioning power contracts in light of RECs, carbon reduction mechanisms and forward capacity market issues. Examples of this work include evaluating the regulatory impact on commodities and contracts; spearheading regulatory changes on clients' behalf with FERC and ISO, market and policy analysis and advocacy, and asset qualification.

Jill has represented public entities in major infrastructure development, including initiating and developing public financing through state and federal agencies and negotiating contracts associated with public works development. Jill practiced before multiple public bodies in her role as special and general counsel to municipalities and special taxing districts and has also directed and managed public input processes and disputes. Jill has also successfully litigated matters through the highest state courts.

Jill is admitted to practice in Arizona and Massachusetts and is a member of several bar associations, including the American Bar Association, the Energy Bar Association, the Massachusetts Bar Association and the State Bar of Arizona.

Ari L. Bessendorf

Ari L. Bessendorf has represented both financing parties and developers in transactions involving wind, solar, geothermal, hydropower, nuclear and conventional hydrocarbon electricity generation projects, electricity transmission projects, municipal solid waste projects, agricultural methane reduction projects, highway and port infrastructure projects, coal gasification facilities, onshore LNG terminals, and offshore LNG drilling platforms.

Ari was formerly with Milbank Tweed Hadley & McCloy, LLP. While there, he led a legal team in negotiating a long-term power purchase agreement between SunPower Corp. and Xcel Energy for a 17 MW solar photovoltaic electricity generation plant. In June 2009, he negotiated and closed a first-of-its-kind verified emissions reductions purchase agreement, representing California Bioenergy, LLC in the sale of emissions reductions from a agricultural methane reduction project to Pacific Gas & Electric Corp.

When in law school in 2003, Ari interned in the Office of the General Counsel of the Massachusetts Department of Public Utilities. He reviewed the Cape Wind Project for the Massachusetts Electric Facilities Siting Board, and wrote the initial memorandum on need standards for the EFSB staff. In 2004, while still in law school, Ari interned for Cape Wind Associates, where he analyzed permitting laws and contributed to Cape Wind’s Draft Environmental Impact Statement (DEIS).

His other areas of expertise include carbon markets, energy efficiency, municipal power, renewable portfolio standards, and public transportation policy.

Ari is admitted to practice in California, Massachusetts and New York and is a member of several bar associations.

Michael J. Blasik

Mike’s primary focus is negotiating contracts and financings for renewable energy projects, supporting electricity trading and contract management, and supporting federal and state regulatory matters for clients.

Prior to joining the firm in 2012, Mike served as Senior Counsel for 12 years at Edison Mission. His primary responsibilities there were support of the electricity trading group in negotiating and drafting transaction documents, from the simple to the complex, and serving as counsel for the trading operation with the Federal Energy Regulatory Commission (FERC). He is experienced in drafting ISDA agreements, EEI agreements, and more complicated contracts. He created a form of contract for a market participant to pay a utility to build transmission upgrades in the Midwest Independent System Operator (MISO) area in exchange for receipt of financial transmission rights; that form of agreement is now a template used for similar transactions by MISO. He also successfully negotiated and documented the settlement and sale of claims in the Lehman Brothers bankruptcy.

Mike also supported Edison Mission’s wind development group, including serving as the lead attorney on acquiring the development rights to, construction of, and operation of the 30 MW wind generation facility in Lincoln County, MN, known as the Community Wind North project. Mike was an attorney on Community Wind North’s successful challenge of MISO at FERC against MISO’s attempt to assess the cost of a new transmission line to this and other similar projects which would have rendered them uneconomic; with this relief from FERC, the project was completed.

Mike was counsel for Citizens Power (working with Don McCauley) for four years prior to Citizens’ acquisition by Edison Mission. At Citizens Power and continuing with Edison Mission, he was lead counsel on several transactions which restructured high-priced qualifying facility power sales agreements into more affordable system power contracts in complex transactions involving project financing. After they closed, he established processes for the proper long-term management of these transactions.

Mike is a graduate of the U.S. Naval Academy with a Bachelor of Science in Mathematics, the University of Colorado with a Masters of Business Administration, and Harvard Law School. He served as an officer in the U.S. Navy submarine service and was a qualified nuclear engineer. He is admitted to practice in Massachusetts and is a member of the Massachusetts Bar Association and the Energy Bar Association.