John P. Carleton
John Carleton has practised corporate, transactional and commercial law since 1983. He has advised a wide spectrum of public and private business clients, public institutions and large cooperatives and their boards of directors on a broad range of legal and business issues, including statutory and legal authority, general corporate and commercial law matters; partnership, corporation and joint venture formation; shareholder and business participant relationships; corporate and business reorganization; share and asset acquisitions and dispositions; and general contract matters. He has served on the boards of private and distributing corporations and charitable associations.
Since 1996, Mr. Carleton has also practised extensively in the electric energy industry and heads our practice in that area. He has represented merchant energy traders, developers, vendors, purchasers, lenders and underwriters in Alberta and Ontario in the procurement, project development, sale and financing of coal-fired, cogeneration, biomass and wind-power production facilities, and the debt and capital markets financings of such projects, and wholesale physical and financial energy trades.
Such representation has involved the preparation of power purchase agreements, OTC derivatives, fuel supply, electricity sales, steam sales, operation and maintenance, engineering procurement and construction and financing documents and experience in negotiating base-load and peaking electricity supply agreements.
Mr. Carleton has been closely involved, since its inception, in the deregulation of the Alberta electric energy sector and was involved in developing applicable legislation, regulation and market rules. He was inaugural counsel to, and represented, the Alberta Electric System Operator, the legislatively created real-time spot market for the exchange of electric energy and transmission service provider in Alberta, and represented it in many matters, including assisting in the evolution of its legislative regime.
He was also inaugural counsel to, and represented, Balancing Pool of Alberta and was counsel to the government of Alberta deregulation team for the transitioning of the regulated electric generation capacity in Alberta to a deregulated environment. In this regard, he participated in designing the standard power purchase arrangement which governed approximately 70% of Alberta’s previously regulated electric generation capacity.
Mr. Carleton also represented the government-created Balancing Pool in the preparation and marketing of the Balancing Pool's standard forward contracts and subsequent derivative strip contracts covering approximately 2,300 megawatts of electricity under the legislatively created power purchase arrangements.
Mr. Carleton was called upon to assist in developing arrangements for implementing an Alberta electricity forward market and the interface between the forward and real-time spot markets. Such representation also involved him in the US Federal Energy Regulatory Commission development process for multi-jurisdictional electricity transmission and system control arrangements and the interface of Canadian control areas with transmission organizations and balancing area authorities in the United States.
He also served as transaction counsel to the AltaLink purchase consortium in the acquisition of Alberta’s largest electricity transmission system. He was also transaction counsel in Fortis Inc.’s acquisition of Alberta’s largest electricity distribution system and continues his representation of FortisAlberta and other major participants in Alberta’s electricity industry.
Mr. Carleton was counsel, since its inception in 2004, to the Montana Alberta Tie high voltage merchant electricity transmission project acquired by Enbridge Inc. His involvement in this project has included commercial and regulatory activities and proceedings in both Canada and the United States involving Canadian and US federal, provincial and state regulatory authorities, regulated utilities and power pool, transmission and balancing area authorities.
He also heads our Calgary practice in the area of competition and foreign investment review law and has acted for large corporations in preparing and filing notifications of mergers and acquisitions under the Competition Act and applications for review under the Investment Canada Act.
His notable mandates have included representing Petro-Canada as antitrust counsel in the merger with Suncor Energy, the first transaction to be subject to formal review under Canada’s revised pre-merger review laws, and representing PETRONAS, the Malaysian national oil and gas company, as foreign investment counsel, in its acquisition of Progress Energy, the first transaction assessed in the development of Canada’s new SOE guidelines. He has participated in negotiations for undertakings and variations to undertakings under investment review legislation. He has provided legal opinions and advice to a wide range of clients respecting the Competition Act and structuring business arrangements to ensure compliance with competition legislation.
Year of call
LL.B., University of Alberta, 1982
B.Ed., University of Calgary, 1975
Selected client work
Mr. Carleton has recently acted in the following matters:
- Counsel to a Special Committee of the trustees of Enbridge Commercial Trust on a C$1.164 billion acquisition of crude oil storage and renewable power generation assets from Enbridge Inc.
- Mr. Carleton has presented papers at and chaired conferences on electricity deregulation, including presentations at the world conference of the Association of Power Exchanges, Canadian Energy Research Institute conferences, a South American transmission utilities-hosted deregulation conference in Colombia and annual Insight Alberta Power Summit conferences.
Rankings and recognitions
- Canadian Legal Lexpert Directory 2011, Repeatedly Recommended in the area of Energy (Electricity)
Memberships and activities
- Canadian Bar Association
- Law Society of Alberta
- Calgary Bar Association
- Board of Directors, foundation supporting group homes for mentally challenged citizens