Carl F. Staiger

Carl is a member of the firm’s tax section and concentrates his practice in business law and taxation, with a specific focus on energy-related projects. Carl frequently represents clients involved in renewable energy and energy transition projects, including solar, wind, carbon sequestration, biodiesel and renewable fuels. He has represented investors and developers in connection with the development, acquisition and disposition of renewable projects. 

Carl also has extensive experience representing oil and gas producers and midstream companies operating in Pennsylvania, Ohio, West Virginia, Texas and Oklahoma in connection with the acquisition and disposition of oil and gas assets. Carl’s experience includes negotiating joint development and exploration agreements, gas gathering and processing agreements; physical gas trading and marketing agreements, including NAESB, ISDA with Gas Annex and related contracts, mineral conveyances, title certification and diligence, IADC drilling contracts, farmout agreements, services agreements, pipeline rights of way and other agreements related to joint ventures.

Carl’s practice includes developing strategies enabling clients to minimize federal, state and local taxation in connection with various commercial transactions, including mergers and acquisitions, joint ventures and financing transactions, as well as planning involving the formation and dissolution of partnerships, S corporations and other closely held businesses. He also represents taxpayers in connection with tax disputes involving the Internal Revenue Service, Commonwealth of Pennsylvania and other jurisdictions.

He has consecutively been named to the Pittsburgh Business Times' "Who's Who in Energy" list, a compilation of southwestern Pennsylvania-based key players in the energy industry. He was selected for inclusion in The Best Lawyers in America® consistently since 2020 under the Corporate Law category.

Proof Points

• Carl serves as an editor for Bloomberg Tax Portfolios and is an author of, T.M. 512: “Tax Incentives for Production and Conservation of Energy and Natural Resources”, providing a detailed and comprehensive analysis of, energy tax credits and other incentives. 
• Represented a large renewable company in connection with the acquisition of solar projects in the development stage (prior to NTP) in Pennsylvania, including drafting and negotiation of transaction documents.  Representation included advice as to eligibility of projects for the IRC Section 48 ITC bonus credit (30%) and the 10% adder for energy communities - coal closure category.
• Advised a renewable company in connection with wind repowering projects, including tax advice as to compliance with the IRS 80/20 rule and location of projects within energy communities under the Statistical Category.
• Advised manufacturing clients as to rules under IRC Sections 45X [Advanced Manufacturing Production Credit] and 48C [Advanced Energy Project Credit] relative to the production of solar and battery components.
• Advised an energy company in connection with the implementation of its carbon offset program, including the preparation of applicable program documents.
• Advised gas distribution company in connection with implementation of its biodiesel operations, including compliance with biodiesel mixture credit provisions under IRC Section 6246 and excise tax implications under IRC Section 4081.
• Represented numerous individual and commercial clients through the state and local tax appeals in connection with matters involving income tax, sales & use tax, property tax and other taxes.
• Advise clients, including oil and gas producers, in connection with state abandoned and unclaimed property compliance matters, including reporting compliance, voluntary disclosure procedures and audits.
• Issuance of numerous title opinions (aka "certificates of title") related to Pennsylvania, Ohio and West Virginia mineral rights.
• Represented a privately held exploration and production company in connection with a roll-up of its oil and gas assets in Western Pennsylvania into a newly formed limited partnership.
• Represented numerous individual and commercial clients through the state and local tax appeals in connection with matters involving income tax, sales & use tax, property tax and other taxes.
• Represented various commercial clients, including oil and gas producers, in connection with structuring transactions qualifying as "like-kind exchanges," including forward and reverse exchanges, under Section 1031 of the Internal Revenue Code.
• Represented Texas-based producer in connection with the drafting and negotiation of gas gathering agreements and related midstream joint venture agreements involving dedicated acreage in Pennsylvania and Oklahoma.
• Represented a privately held exploration and production company in connection with the acquisition/farm-in of approximately 6,500 acres of "deep rights" subject to leases in Washington County, Pa., from a local operator, in exchange for cash consideration and the reservation by Farmor of the right to participate (by acquiring working interests as a non-operator) in the drilling and development of wells on the farmout acreage or acreage pooled or unitized therewith.
• Represented a privately held exploration and production company in connection with the formation of a joint venture with a publicly traded natural resource company with significant coal and natural gas operations in Greene County, Pa.
• Represented a privately held exploration and production company in connection with the sale of thousands of acres of mineral rights and leasehold interests in Clearfield and Westmoreland Counties, together with working interests in approximately 100 shallow wells located on such acreage, to a publicly traded exploration and production company.
• Represented a privately held exploration and production company in connection with the sale of approximately 8,000 acres of "deep rights" under lease in Fayette, Clearfield and Westmoreland Counties to a publicly traded exploration and production company, in exchange for cash consideration and the reservation of a "production payment."
• Represented developers, operators and investors in connection with numerous joint ventures formed for the purpose of jointly acquiring, developing and/or operating oil and gas assets in Pennsylvania and West Virginia. Representation has included planning for the appropriate ownership structure, negotiating and drafting the entity formation documents, drilling and operating agreements, services agreements and all related documents. Experience includes substantial work with the Form 610 operating agreement, standard "master services agreement" and the standard IADC drilling contract, as well as other non-standard agreements.
• Represented producers/operators in connection with the preparation of private placement memoranda, securities documentation and all related entity documents and drilling and operating agreements, in connection with offerings made for the purpose of raising funds to drill, complete and place into production oil and gas wells in Pennsylvania and West Virginia.
• Represented operators in connection with the negotiation and drafting of drilling contracts (including IADC drilling contracts) with drilling contractors related to the drilling of various vertical and horizontal wells, including shallow wells, Marcellus wells and deeper (Oriskany) wells.
• Represented operators in connection with the preparation and filing of applications for well permits, including related questions arising under the Pennsylvania Oil and Gas Act and related DEP regulations.
• Represented an oil and gas investment company in connection with the acquisition of mineral rights throughout West Virginia and Pennsylvania, including ongoing transactional assistance in connection with purchasing Marcellus rights, as well as the preparation and issuance of related title opinions.
• Developed oil and gas lease forms and mineral estate purchase agreements for use in Pennsylvania by a Texas-based exploration and development company. Representation includes ongoing assistance in connection with leasing and purchasing Marcellus rights in Pennsylvania, as well as representation in connection with title matters.