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Ouyang, Vivian Y.
Vivian Y. Ouyang
Senior Counsel
P: +1.212.938.6406
F: +1.800.404.3970

Claire Tirino


Vivian focuses on federal tax issues in a wide range of transactions, including mergers; acquisitions; divestitures; joint ventures; project finance; partnerships; and cross-border transactions, with a particular focus in the energy sector. She also has experience in capital markets transactions, traditional and structured financial products, financing transactions, power sector REIT (real estate investment trust) and investment fund transactions.

Vivian has represented a variety of clients in the power sector and in oil and gas transactions. She has experience in the federal tax issues applicable to the energy sector in different types of transactions, including acquisitions and dispositions of traditional gas and coal fired power plants, transmission assets, utilities, retail business, renewable energy assets, oil and gas assets, joint ventures in the oil and gas exploration, production and infrastructure, and traditional and structured financing of oil and gas companies. Vivian also has experience in partnership and corporation transactions, both taxable and tax-free.

Prior to joining Bracewell, Vivian worked at Sullivan & Cromwell LLP.

Representative Matters

Represented Phillips 66 Partners in a 50/50 joint venture with Plains All American Pipeline to own and operate the STACK Pipeline, which will transport crude oil from Oklahoma’s STACK play to Cushing, Oklahoma.

Representing Great Plains Energy Incorporated in its pending acquisition of Westar Energy, Inc. in a combined cash and stock transaction valued at approximately $12.2 billion.

Represented Integrys Energy Group, Inc. in its sale of Integrys Energy Services Inc., a competitive retail electricity and natural gas subsidiary to Exelon Corporation for $60 million.

Represented Optim Energy LLC in its auction sale as debtor in possession of the Twin Oaks power plant under a sale order from the bankruptcy court.

Represented Phillips 66 in its acquisition of all the outstanding stock and option in Spectrum Corporation, based in Memphis, Tennessee, from Dominus Capital LP and other shareholders, for $210 million. 

Represented Apache Corp. in its sale of large deepwater explorations blocks in the Gulf of Mexico for $1.4 billion.

Represented a sovereign wealth fund in its co-investment of about $75 million with another private equity fund into an upstream oil and gas company.

Represented a private equity fund in its $350 million investment of debt and equity instrument into an upstream oil and gas company.

Represented Apache Corporation, an oil and gas exploration and production company, in the sale of its operations in Argentina to YPF S.A. for a base consideration of U.S. $800 million.

Represented natural gas and utility company Integrys Energy Group in its sale of the Upper Peninsula Power Co. to U.K.-based equity investment fund Balfour Beatty Infrastructure partners for $299 million. The sale is a stock sale of Upper Peninsula Power Co.  with a Section 338(h)(10) election under the Internal Revenue Code to treat the stock sale as an asset sale so that the buyer will get a tax basis step up in the assets of Upper Peninsula Power Co.

Represented Phillips 66 in the stock for stock exchange with Berkshire Hathaway Inc. valued at $1.4 billion. Phillips 66 exchanged stock in its wholly owned pipeline-service business subsidiary for Phillips 66 stock held by Berkshire Hathaway Inc. and its subsidiaries. The transaction is structured as a tax-free “split-off” under Section 355 of the Internal Revenue Code.

Represented Alinda Capital Partners in the acquisition of a 50% interest in the entity that owns the general partner of Martin Midstream Partners L.P.

Represented EPL Oil & Gas, Inc. in its $70.4 million acquisition of oil and natural gas assets in the shallow-water central Gulf of Mexico from Nexen Petroleum Offshore U.S.A., Inc.

Represented Apache Corporation in the $3.75 billion divestiture of its Gulf of Mexico Outer Continental Shelf business, including an innovative collateral arrangement to secure the performance by the buyer of $2 billion of abandonment exposure.

Represented a private equity fund in its purchase of power assets from Ameren Energy Medina Valley Cogen L.L.C., for $168 million.

Represented Chesapeake Energy Corporation in its sale of its Granite Wash Midstream assets to MarkWest Oklahoma Gas Company, LLC for $245 million.

Represented Chesapeake Energy Corporation in the sale of its interest in Mid-America Midstream Gas Services, LLC to SemGas, L.P. for $300 million.

Represented Chesapeake Energy Corporation in its sale of its Midstream Assets to Access Midstream Partners, L.P. for approximately $2.16 billion. The assets are located primarily in the company’s Marcellus, Utica, Eagle Ford, Haynesville, and Niobrara shale plays.

Publications and Speeches

“Funding Energy Infrastructure,” Oil & Gas Financial Journal, December 2013


J.D., Columbia Law School, 2006
M.A., Princeton University, 2003
B.A., Beijing University, 1999

Bar Admissions

New York


Harlan Fiske Stone Scholar, Columbia Law School, 2003-2006
Editor, Columbia Business Law Review