Settingstone Legal The Operational Tool Chest for Energy Attorneys Free · Self-Serve · GC-Built
Built by Stephen Brownell — 40 Years of Experience Transformed Into Tools That You Can Use Every Day

Operationalize the legal work
of the energy industry.

The legal operating system a General Counsel spends a career building, rendered as free self-serve tools. Configure, generate, and export a Word document you own. No sales call, no retainer.

Start with Year One What’s on your desk?
The Year One Path

Build the foundation now. Scale later without friction.

Most legal systems cost a company a week in its first month and a quarter at year three, when a lender asks for what was never written down. This is the order to install them, with the tool for each step. Every step exports into the company’s own stack and stores nothing here.

Weeks 3 to 4

Run the first deals by protocol

The first PPA, lease and interconnection agreement each get a run-book before they get a lawyer’s weekend.

The five foundation tools are live: the Register, the Binder, Standards, Who Can Sign This and the Calendar, each reading the others’ files so nothing is entered twice. The release list hears about what comes next.

Or start with the task on your desk.

Already know what you need this week? Pick the situation. Every door opens a tool that shows a result before it asks you for anything, and nothing you type is stored.

Plate I of the Deal Atlas, the C&I solar deal with its wires lit
Learning

Or learn the deal before you run it

Three zoomable maps of whole legal territories, from the one-sentence idea down to the documents at street level, and the Viva to examine you on each in your own words.

Enter the Atlas →The Deal Atlas

Twelve playbooks · sixteen tools · Word exports · free, no registration

How It Works

Configure. Generate. Own It.

01
Configure

Answer structural questions only — which roles you staff, your company scale, your deal type and size tier. No documents to upload, no confidential facts, no account to create.

02
Generate

The engine renders your framework instantly — swimlanes, control registers, authority bands, RACI. Then, optionally, run the built-in GC Review to have it pressure-tested against 40 years of practice.

03
Own It

Export an editable Word document — a policy your board can adopt, a protocol your team can run, a checklist your deal can close on. It's yours. Adapt it with your counsel.

The Tool Chest

Sixteen tools, named by the job

Each one encodes a working General Counsel’s process discipline. Structured inputs only — your roles, your scale, your deal type. No confidential information required, nothing stored.

Governance and process

Set the rules of the department, then run each transaction and crisis by a protocol.

Flagship
Governance · Corporate

Who can commit the company, and to what

DoA / RACI Generator

Configure your roles, company scale, and investor overlays. Generate a complete Delegation of Authority policy: authority bands, a full RACI matrix across the legal function, board-reserved matters, and PE / tax equity / lender consent riders.

  • 41 authority activities across the energy value chain
  • Authority bands scaled to dev-stage, growth, or operating platform
  • Tax equity, lender, and PE sponsor overlay riders
  • Built-in GC Review (AI) tailors it to your setup
  • Board-ready Word export you own and edit
Launch the Generator →
Free · no registration · runs in your browser
New · Beta
Governance · Contracts

Every contract, every date, every consent, from day one

The Register — Contracts and Obligations

At year three a lender asks for every contract and every consent trigger, and the company that kept a register from its first PPA answers in an hour. The Register is that register: sixteen contract types with the dates each one must catch, a calendar that runs on act-by dates rather than due dates, a consent map for a financing or a sale, and a hygiene score that says what is missing before someone else finds it.

  • Sixteen contract types, each with the dates and consents it must catch
  • A calendar built on act-by dates, exported with alarms to Outlook or Google
  • A consent report for a financing, a sale, or an assignment
  • CSV for Excel or Airtable, a register file you can reopen, a Word report
  • Makes no network call; the register lives in your browser and your files
Open the Register →
Free · no registration · makes no network call at all
New · Beta
Governance · Diligence

The data room they will ask for at year three, kept from day one

The Binder — Data Room and Diligence Readiness

A lender’s counsel, an investor’s counsel and a buyer’s counsel each send a request list, and the company that filed every document into a standard folder the week it arrived answers in a day. The Binder is that standard: twenty folders for the company and each project, the documents each must hold at each stage, the three request lists answered from what you have, and a readiness score that says which gaps to close first.

  • Twenty folders and a hundred and fifty-six documents, each with its stage, owner and who requires it
  • Readiness scores for a loan, a tax equity closing and a sale, with the gaps in priority order
  • The request lists as counsel sends them, answered from your statuses
  • Folder scripts, an index for Excel or Airtable, Word exports, a binder file you can reopen
  • Makes no network call; reads a register file from The Register to mark the contracts
Open the Binder →
Free · no registration · makes no network call at all
New · Beta
Governance · Negotiation

Negotiate every deal to one standard, not fresh

Standards — The Negotiation Positions Playbook

A portfolio of forty PPAs negotiated forty ways is variance, and the lender prices it. Standards writes the company’s positions down once, per contract type and seat, against the same four bands Ledger keeps the book on: for every term the standard the form opens with, the fallback the deal team may reach without asking, the walk-away nobody signs past, the approval a fallback needs, and the reason. The sheet goes to the deal team; the file goes into Ledger as its floors.

  • Five contract types, nine seats, sixteen terms each, sharing Ledger’s bands
  • Standard, fallback and walk-away per term, with the approver and the reason
  • Ledger’s index for each package, and findings where a position is out of order
  • The positions sheet in Word, the positions as CSV, a file Ledger opens as floors
  • Makes no network call; the positions stay in your browser and your files
Open Standards →
Free · no registration · makes no network call at all
New · Beta
Governance · Entities

Who signs this, for which entity, with whose consent

Who Can Sign This — Signatories and the Entity Register

The DoA says which band approves the commitment. It does not say who may sign it for the project company formed last spring, whether the sponsor’s consent sits on top, or whether that company is in good standing where the site is. Who Can Sign This answers from the DoA’s own catalog and a register of every entity: the band and the approvers, the consents on top, the signatory or the chain up to one, and the signature block. Beside it, the org chart, the governance calendar of annual filings by state, and a hygiene score.

  • What is being signed, its value, its tenor and the entity in; the band, the approvers and the consents out
  • The signatory, or the chain through member and manager to one, and the signature block
  • The entity register and org chart; filing rules for twenty-nine states; good standing tracked
  • The entity schema, a written consent and an incumbency certificate in Word; the calendar as a file
  • Makes no network call; reads the DoA you configured in this browser
Ask who can sign →
Free · no registration · makes no network call at all
New · Beta
Governance · Compliance

Every obligation owed to someone who will notice, on one calendar

The Calendar — Compliance and Covenants

The investor’s counsel asks for last year’s wage records; the town noticed the screening died; the registry closed the account. The Calendar generates what each project owes from a few facts, the state, the stage, the credit’s dates, the permits, the program, the lender, the investor, with an owner and a lead time on each and the party it is owed to next to every date. It reads the Register’s contract dates, the Binder’s projects and the entity register’s filings from their files, so nothing is typed twice, and exports one calendar with alarms.

  • Thirty-eight obligations dated by rule: the credit, wages, regulators, programs, permits, taxes, lenders, investors, insurance
  • The Register’s, the Binder’s and Who Can Sign This’s files read with their own engines
  • A coverage score for what the calendar cannot see yet
  • A calendar file with alarms, CSV, and a Word schedule by project
  • Makes no network call; the calendar lives in your browser and your files
Open the Calendar →
Free · no registration · makes no network call at all
Transactions · Crisis · Operations

A run-book for the deal or the crisis on your desk

Legal OS Builder

Pick a playbook — acquisition, EPC, land control, retail market entry, counterparty bankruptcy, litigation, crisis response, the first-100-days build-out, the trading agreements desk, PPA & offtake, tax equity closing, or force majeure & schedule claims. Toggle the functions you actually staff. Get a SOX-style swimlane protocol with approval gates, segregation-of-duties, evidence and deadline controls.

  • Twelve GC-built playbooks (below), one engine
  • Live swimlane, control register, handoff register, authority matrix, RACI
  • Gap report reassigns work you can't staff to external counsel
  • Built-in GC Review (AI) flags risks for your configuration
  • Editable Word protocol + document checklist
Launch the Builder →
Free · no registration · runs in your browser
New · Beta
Process · Playbook Design

The playbook the twelve do not cover

Forge — The Playbook Builder

Your recurring task is not one of the twelve playbooks, so you build a checklist from memory, and it has the gaps of memory. Forge runs a Synectics session on the process: define done by magic, purge the generic checklist, borrow a mechanism from aviation, surgery, or nuclear operations, and force it into controls with owners and evidence.

  • Three task families: dispute response, closing, regulatory response
  • A thirty-mechanism high-reliability library, each control citing its source
  • One control flagged as the step the expert forgot
  • Opens in the Legal OS Builder: swimlanes, control register, GC Review
  • Word export and a prompt pack for whatever AI your company has cleared
Build the Thirteenth Playbook →
Free · no registration · one line of purpose is the only free text

Negotiation

Four tools that share a table. Enter the Negotiation Room →

New · Beta
Training · Negotiation

Practice the negotiation before you have it

Counterparty — The Negotiation Gym

Practice against an AI counterparty built from 40 years at the table. Six scenarios: the buyer’s credit desk wants a $20M letter of credit in three days, a dealer’s collateral desk wants $14M under an ISDA by tomorrow, a host wants the PPA price reopened after the utility rate fell, a cluster neighbor wants you to carry a withdrawn share of the substation upgrade, a seller’s counsel calls your post-closing indemnity claim barred, and an operator’s exclusions turn a 93.6 percent year into a met guarantee. Three rounds — then a graded scorecard.

  • An EEI credit call, an ISDA margin call, a PPA price reopener, an interconnection cost-sharing dispute, a post-closing indemnity claim under a MIPA, and an availability dispute under a solar O&M agreement, fully fictional facts
  • Two opponents per scenario, one seasoned and one veteran
  • Scored across seven negotiation dimensions
  • The Veteran's Note — what a 40-year GC would have done
  • A shareable table card for your result
Take Your Seat →
Free · no registration · nothing you type is stored
New · Beta
Negotiation · Creative Problem-Solving

Break the deadlock on one stuck term

Excursion — The Deadlock Breaker

A term is stuck and both sides have said the same six things three times. Excursion runs a Synectics session on the stuck term: restate it as wishes, purge the twenty obvious compromises, borrow a mechanism from insurance, construction, or biology, and force it to fit. Term Type 001: the EEI collateral-annex performance assurance demand. Term Type 002: the delay liquidated damages cap in a solar EPC. Term Type 003: the change-in-law price adjustment in a C&I PPA. Term Type 004: shared upgrade cost allocation in an interconnection cluster. Term Type 005: the indemnity basket, cap and survival in a project MIPA. Term Type 006: the availability guarantee in a C&I solar O&M agreement.

  • Structural inputs only — positions, fears, and constraint bands from pick-lists
  • The purge: twenty standard moves the engine refuses to sell you
  • A thirty-mechanism analogy library drawn from far outside energy credit
  • Three to five structures off the line, each with a kill line and the Veteran's Note
  • The Third Option memo in Word, and a Round 2 offer for Counterparty
Find the Third Option →
Free · no registration · no free text leaves your browser
New · Beta
Negotiation · Fair Division

Split a package of open issues so both sides can sign

Cleave — The Deal Splitter

Ten issues open, neither side can walk, every draft read as tilted. Cleave asks what the deal is for on Monday morning, prices the open issues in points, cuts the package so the cutter is indifferent and the other side chooses — or runs Adjusted Winner on two sealed sheets — then writes the letter so the counterparty reaches the conclusion on their own. Six package types, from either seat: the EPC agreement for a distributed solar portfolio, the C&I PPA on a host’s roof, the solar site lease with a landlord who has an alternative tenant, the interconnection cost-sharing agreement among a cluster’s developers, the MIPA indemnity package for a project company, and the O&M agreement with an availability guarantee.

  • The miracle question put to a deal: outcomes, not terms, sort the issues
  • A point sheet, then the Cut (you alone) or the Sheet (both sides, sealed under SHA-256)
  • Both engines run in your browser with the work shown; point values never travel
  • A letter under three hundred words built on two facts about the procedure
  • The Split memo in Word, and Even — the swap test and Stability memo after signing
Split the Package →
Free · no registration · point values and names never leave your browser
New · Beta
Negotiation · Risk Tracking

Keep the book on a contract in motion

Ledger — The Negotiation Risk Ledger

A contract is negotiated over months and at no point can anyone at the table say whether you are ahead. Ledger keeps the book: sixteen risk terms on a solar EPC, a C&I PPA, an interconnection agreement, a project MIPA, or an O&M agreement, scored in bands round by round, the movement quantified against contract price, a trade ledger of what you gave and what you got, and for every open risk the next move — contract around it, price it, manage it, or a mix. Five contract types, nine seats: the solar EPC from the owner’s seat or the contractor’s, the C&I PPA from the seller’s seat or the host’s, the interconnection agreement from the customer’s seat, the project MIPA from the buyer’s seat or the seller’s, and the O&M agreement from the owner’s seat or the operator’s.

  • Drafts and redlines read in your browser — a .docx with tracked changes is parsed locally and never uploaded
  • Floors per term, a Risk Index, indicative exposure in dollars, and a heat map across rounds
  • A trade ledger that shows when you are giving without getting
  • Three lanes for every open term, with the lead lane chosen from the round history
  • The Next Move review with a Veteran's Note; a ledger file you keep; the memo in Word
Open the Ledger →
Free · no registration · contract text never leaves your browser

Review and compliance

The document, and the position it supports. The Review desk →

New · Beta
Review · Stress Testing

Find what fails, not just what is missing

Witness — The Document Takes the Stand

A clause checklist finds what is missing. A document narrating a foreclosure finds what fails. Inventory the provisions your form contains, pick the moment it comes under stress, and the document tells you in the first person what happens to it. Document Type 001: the SNDA on a solar lease. Document Type 002: the C&I PPA on a host’s roof. Document Type 003: the solar site lease. Document Type 004: the interconnection agreement at a restudy. Document Type 005: the MIPA at a post-closing indemnity claim. Document Type 006: the O&M agreement at an availability shortfall.

  • Six document types, seventeen provisions each, answered yes, no, or unsure — no text uploaded
  • Four stress moments each: foreclosure, sale, tax equity closing, and casualty for the SNDA; insolvency, sale, a tariff rewrite, and the roof for the PPA
  • A deterministic gap register computed in your browser before anything is sent
  • The testimony, what the document wishes it had said, and the questions to ask
  • Word export and a shareable witness card
Put It on the Stand →
Free · no registration · no free text anywhere in the tool
New · Beta
Tax Credits · Compliance

Prove the project began construction in time

Proof — Safe Harbor Evidence Engine

You beat the July 4 beginning-of-construction deadline. Now prove it — to an IRS exam team, a tax equity committee, or a transfer buyer. Configure your project and BOC path; get the full evidence requirement set, live deadline clocks, and the audit binder skeleton.

  • 5% Safe Harbor and Physical Work Test evidence chains
  • Deadline clocks: 105-day delivery, continuity, OBBBA cliff
  • FEOC material-assistance cost ratio (MACR) calculator
  • Gap report plus built-in GC Review (AI)
  • Word-exportable audit binder you own and edit
Open the Evidence Engine →
Free · no registration · runs in your browser

Executive communication

What leaves the legal department for the people who decide.

New
Advice · Executive Communication

A decision brief your CEO reads in a minute

Verdict — The One-Screen Decision Brief

Your CEO will not open the attachment. Verdict compresses a memorandum or diligence report into a decision card that lives in the body of a privileged email, is read in under a minute, and is decided by a one-letter reply.

  • The VERDICT frame — call, exposure, runway, doors, kill line, clearance, ask
  • Probability bands with numbers, so "likely" means something
  • A hedge detector that catches the nine words counsel always reaches for
  • Subject-line and preview testing against five inbox clients
  • A decision record to post back once the reply lands
Write a Decision Card →
Free · no registration · makes no network call at all

Learning

The deals themselves, drawn as maps.

New · The Viva
Learning · The Deal Atlas

Learn the deal before you run it

The Deal Atlas — Interactive Learning Maps

Zoomable maps of whole legal territories — descend from the one-sentence idea through the continents to the documents at street level. Click any landmark and its wires light up: who pays whom, who holds the risk, who must consent, which clocks bite. Then the Viva examines you on it, in your own words.

Enter the Atlas →
Plates free · no registration · the Viva opens with the Atlas Pass
Twelve Playbooks

Every Playbook Opens Ready to Configure

Each one is a complete process — phases, tasks, owners, controls, documents — drawn from transactions and crises actually run, not template libraries. Click any playbook to open it in the builder.

M&A
Acquisition Protocol

Asset, MIPA, or merger — NDA through post-closing integration, with diligence controls a PE or tax equity team expects.

Open in builder →
Construction
EPC Contract Protocol

Full-wrap, split, or EPCM — scope and RFP through COD, with milestone payment, change-order, and security-package controls.

Open in builder →
Site Control
Lease / Land Control

Option, ground lease, or easement — screening through recording, with title, SNDA, and decommissioning controls.

Open in builder →
Retail Energy
Retail Market Entry

ERCOT REP, Northeast supplier, or gas marketer — licensing, ISO membership, EDI certification, and launch compliance, from a GC who stood up four retail start-ups.

Open in builder →
Distress
Counterparty Chapter 11

Offtaker, supplier, or financing partner files — the first 48 hours, setoff and LC draws, §365 strategy, claim recovery.

Open in builder →
Disputes
Litigation Protocol

Plaintiff, defendant, or pre-suit — intake and litigation hold through discovery, motions, trial prep, and enforcement.

Open in builder →
Crisis
Emergency / Crisis Response

Site incident, cyber breach, or force majeure — containment, statutory notification clocks, insurance, and post-incident review.

Open in builder →
New
Day-One GC
First 100 Days — Legal Function Build-Out

Standing up (or rebuilding) the legal function itself — assessment and triage, DoA and governance, contracting infrastructure, the compliance calendar, outside counsel discipline, and the first board report.

Open in builder →
New
Trading · Credit
Trading Agreements Desk

ISDA, EEI, or NAESB — counterparty onboarding gates, credit terms and collateral annexes, schedule elections, guaranties and LCs, and live-book margin and confirm discipline.

Open in builder →
New
Offtake · Revenue
PPA & Offtake Contracting

Physical PPA, VPPA, community solar subscriptions, or EaaS — offtaker credit gates, bankability terms (termination value, lender protections, FMV options), program compliance, and life-of-contract administration.

Open in builder →
New
Financing · Closing
Tax Equity & Financing Closing

Partnership flip, sale-leaseback, or §6418 transfer — tax underwriting and the eligibility binder, CP-list discipline, consent choreography, funds flow and wire controls, and the recapture-window calendar.

Open in builder →
New
Claims · Construction
Force Majeure & Schedule Claims

Asserting, defending, or passing through — the 72-hour contract-chain map, notice under every agreement inside its window, mitigation and schedule evidence, quantum, matched pass-through relief, and the downstream calendar reset.

Open in builder →

GC Review, built in.

Every app carries a review skill built from Stephen's four decades as an energy General Counsel, running on Claude behind Settingstone's own service. One click, and your configuration gets what an experienced GC would tell you before the document goes to the board: the risks specific to your structure, the consent rights your investors will demand, the gaps in your staffing plan — folded straight into your Word export.

Built for attorney caution
  • Only your sidebar configuration is sent — role toggles, scale, deal type
  • No documents, no client names, no confidential facts required
  • Nothing is stored; each review is stateless
  • The tools work fully without it — the review is optional
Who Builds This

Forty Years. One Tool Chest.

I have spent 40 years in the US energy industry, most of them as a general counsel. The work covers the value chain: multi-billion-dollar M&A at SUEZ (now ENGIE), including the FirstLight acquisition; wholesale hedging, energy management agreements, and PPAs at EDF Energy Services; wind turbine manufacturing at Gamesa (now Siemens Gamesa), where I defended a $1.5 billion warranty arbitration; retail electricity from a Texas REP, where I sat on a five-person management team, to Shell's MP2 Energy; a private-equity gas and renewables fleet at LS Power; and now community solar and behind-the-meter C&I projects as General Counsel of Trail Ridge Power. There are few problems in energy law I have not seen in some form.

Every legal department I have run came back to the same discipline: turning judgment into process. At LifeEnergy I rebuilt the legal function around regtech, with corporate governance and delegations of authority as the backbone. At Spark Energy I stood up four retail electricity startups end to end — licensing, EDI testing, ISO memberships, LDC agreements. At MP2 Energy we acquired a distressed retail provider in 30 days after Winter Storm Uri; that speed comes from process, not heroics. Settingstone Legal publishes that material — delegation-of-authority frameworks, closing protocols, crisis playbooks — as tools attorneys can use directly, rather than as experience sold back one hour at a time.

The model is simple. The tools are free, and I maintain and expand them as the industry changes — new market rules, new tax credit guidance, new failure modes. Nothing here is anonymous: my name is on every tool, and you can judge each one against the career that produced it. If you want to talk through a specific situation, consultations are available. But the point of Settingstone is the tool chest itself — a working set of DoA matrices, RACI frameworks, closing protocols, and playbooks that an energy legal department can put to work the same day it finds them.

  • Trail Ridge Power2024–Present · General CounselDistributed solar platform — MIPA acquisitions, tri-party simultaneous closings with IDA PILOTs and construction financing, ITC sale-leasebacks with tax equity.
  • LS Power2021–2024 · AGC, Private EquityGas and renewables fleet — ISDA, EEI, NAESB, EMAs; proxy GC for a distributed energy company spanning CHP, BESS, solar, and geothermal; RNG landfill JV; hydrogen and wind development.
  • MP2 Energy (Shell)2020–2021 · EVP & GCC&I and mass-market retail power; acquired a distressed retail electricity provider in 30 days after Winter Storm Uri.
  • LifeEnergy2017–2019 · VP & GCRebuilt the legal department around regtech and corporate governance — delegations of authority as the backbone; led the sale of the customer book.
  • EDF Energy Services2014–2017 · AGCLead attorney for energy management agreements, QSE services, hedging, PPAs, and demand response; trained the team on ISDA and NAESB negotiation.
  • Spark Energy2013–2014 · VP & GCStood up 4 retail electricity startups end to end: licensing, EDI testing, ISO memberships, LDC agreements.
  • Gamesa (now Siemens Gamesa)2010–2013 · General CounselDefended a $1.5B warranty arbitration; sold a $1B four-wind-farm portfolio with derivatives and synthetic PPAs; BOP agreements covering 450 MW.
  • SUEZ (now ENGIE)2007–2010 · Senior CounselLead counsel on the multi-billion-dollar FirstLight acquisition (HSR, CFIUS, FERC); 40+ project due diligences in 2008.
Self-serve by design. The tools are the practice. Consultations are available for specific situations, but nothing on this site requires one — no gated downloads, no discovery calls, no retainer. Configure, generate, export, done.
Commissioned by exception. Every tool here is deliberately company-agnostic: the standard is the site’s and the data is yours. If you want one rebuilt around your entities, your delegation of authority and your calendar, with the exports landing in the systems your company already runs, that is a commission. I take a few a year, under a separate agreement, outside these pages. Write to me on LinkedIn.
The Tool Release List

New tools land in your inbox
the day they ship.

Every tool on this page has shipped, and the chest grows as usage asks: a new tool, a playbook, a negotiation scenario, an Atlas plate, or a revision as the law moves. One email when it lands. No newsletter filler, no sales sequence. The release list hears first.