Matthew Penny is a partner in Willkie’s Corporate & Financial Services Department, focusing on the development and construction – including Engineering, Procurement and Construction (EPC) matters – of energy and infrastructure projects, including data centers. He is based in the Firm’s Houston and Dallas offices.
Drawing on an extensive background counseling clients on all aspects of a project, from contracting strategy development through project execution, and having represented all the various stakeholders in projects (including contractors), Matthew provides clients with practical, specific guidance focused on optimal project and business outcomes. Matthew understands the risk allocation balance that underlies all construction and construction-related deals and the ever-changing relationships between the parties that is inherent in construction projects. He strives to provide clients both legal robust and practical contract documents that are useful tools for project management in the field.
Matthew’s practice covers a wide range of energy and infrastructure assets, including power generation (fossil fuel, nuclear and renewables), energy storage (electric and gas), infrastructure (including data centers, transmission, manufacturing and fabrication facilities, and gigafactories), and traditional oil and gas assets (including liquefied natural gas liquefaction and re-gasification facilities and pipelines). He regularly guides clients across the industry, including developers, investors, lenders, manufacturers, and end-users (including hyperscalers), through strategic decisions involving contracting methodologies and structures, supply chain optimization, construction contracting, project execution and project financing.
Matthew advises clients on the strategy and drafting for complex construction, service and procurement agreements across the full lifecycle of an asset, including EPC, EPCM, FEED, engineering services, and procurement contracts, (both bespoke and global standardized contracts like FIDIC, BIMCO, and LOGIC), master service agreements, operating and maintenance agreements, and strategic partnership agreements. His work also includes associated corporate, commercial, project management, and project financing documents.
In addition, Matthew’s practice is strengthened by his background in construction litigation and contractor management. He draws on that experience to provide clients with guidance on contract management challenges, helping them anticipate, avoid and mitigate potential disputes during contract preparation and project execution.
Drawing on an extensive background counseling clients on all aspects of a project, from contracting strategy development through project execution, and having represented all the various stakeholders in projects (including contractors), Matthew provides clients with practical, specific guidance focused on optimal project and business outcomes. Matthew understands the risk allocation balance that underlies all construction and construction-related deals and the ever-changing relationships between the parties that is inherent in construction projects. He strives to provide clients both legal robust and practical contract documents that are useful tools for project management in the field.
Matthew’s practice covers a wide range of energy and infrastructure assets, including power generation (fossil fuel, nuclear and renewables), energy storage (electric and gas), infrastructure (including data centers, transmission, manufacturing and fabrication facilities, and gigafactories), and traditional oil and gas assets (including liquefied natural gas liquefaction and re-gasification facilities and pipelines). He regularly guides clients across the industry, including developers, investors, lenders, manufacturers, and end-users (including hyperscalers), through strategic decisions involving contracting methodologies and structures, supply chain optimization, construction contracting, project execution and project financing.
Matthew advises clients on the strategy and drafting for complex construction, service and procurement agreements across the full lifecycle of an asset, including EPC, EPCM, FEED, engineering services, and procurement contracts, (both bespoke and global standardized contracts like FIDIC, BIMCO, and LOGIC), master service agreements, operating and maintenance agreements, and strategic partnership agreements. His work also includes associated corporate, commercial, project management, and project financing documents.
In addition, Matthew’s practice is strengthened by his background in construction litigation and contractor management. He draws on that experience to provide clients with guidance on contract management challenges, helping them anticipate, avoid and mitigate potential disputes during contract preparation and project execution.
Experience
Matthew was previously a partner at a prominent national law firm. Earlier in his career, he served in in-house legal and contract management roles at Shell, and as in-house counsel at science, technology and engineering company KBR.
- Legal 500 Elite: Energy Transactions, 2025
- Provide strategic advice, drafting and negotiation of procurement, construction, service, and operation and maintenance agreements for developer of a multi-location portfolio of data centers, including construction and operation of on-site renewable power projects, natural gas back up power procurement and construction agreements, and EPC and balance of plant construction agreements for the data center facilities.
- Act as project development counsel leading EPC work for cryptocurrency developer building project-financed data mining operations in Texas with both lender and private equity financing.
- Draft and negotiate EPC and EPCM, corporate, procurement, commercial and other related contracts for hyperscaler’s tens of billions of dollars invested in data center construction projects across multiple U.S. and international jurisdictions.
- Develop, draft and counsel on risks of global construction contract for Fortune 50 technology company for use in data center and related electric development projects across multiple jurisdictions.
- Act as project development counsel for developers and sponsors of, and tax equity investors in, solar and battery energy storage projects, including drafting and negotiating key equipment procurement contracts, operation and management (O&M) agreements, master service agreements (MSA), and key financing documents, and assisting developers with portfolio-wide strategic decisions.
- Act as lead project counsel for owner/operator of $5 billion+ greenfield refinery project on U.S. Gulf Coast, including drafting and negotiating EPCM, procurement and fabrication contracts, and working with general counsel and client’s executives in developing commercial and legal strategies.
- Draft and negotiate EPC and related contracts, including advise on risk allocation and procurement strategy, for Fortune 500 company’s development and financing of $1 billion+ carbon capture and storage unit at combined-cycle power facility in California, including guidance on federal funding requirements.
- Advise multi-national gas provider on acquisition and construction of $500 million+ BESS project, including preparation and negotiation of corporate, financing, EPC and O&M agreements.
- Counsel infrastructure investment fund in assisting subsidiary management company’s contracting for portfolio of energy as a service (EaaS) projects in eastern United States, including strategy development and document drafting.
- Act as lead project counsel supporting “take-private” acquisition of $10+ billion LNG liquefaction facility by supermajor National Oil Company including providing analysis of and strategic guidance on EPC and related financing issues.
- Draft and negotiate construction agreement for Fortune 500 contractor on first of its kind biogas facility project under development in Sweden.
- Act as lead project counsel for majority partner in $15+ billion LNG liquefaction construction project in Canada, developing strategy and drafting and negotiating complex EPC contract.
- Develop strategy for, draft and negotiate construction, procurement and operating contracts for majority partner and operator in $10+ billion LNG liquefaction project on U.S. Gulf Coast.
- Act as lead counsel in drafting and negotiating multi-billion-dollar construction, procurement and related contracts for owner/operator of $12+ billion petrochemical facility in northeastern United States, including associated commercial and corporate support for sell-down of interest and potential joint venture.
- Provide risk allocation guidance and draft construction agreements for multi-billion dollar, first-of-its-scale offshore wind project.
- Draft and negotiate EPC contract for contractor on multi-billion-dollar gas to liquids project on U.S. Gulf Coast
- Provide risk allocation guidance and draft construction and procurement agreements for construction of multi-billion-dollar Floating Production Storage and Offloading facility in Brazil.
- Provide strategic and drafting counsel for both owners and contractors on hydrogen and ammonia project construction and financing.
*Matthew advised on some of these matters prior to joining Willkie.
Credentials
Education
University of Texas at Austin, J.D., 2002 Emory University, B.A., 1999