Data Centers and Digital Infrastructure

In Depth

Data centers are the backbone of our digital economy, serving as critical infrastructure for global communication, commerce and innovation. Cooley has advised on data center and digital infrastructure matters for decades, supporting clients as the sector has evolved from single-facility deployments to multi-campus, hyperscale platforms. As demand accelerates – driven by cloud computing, AI and the digitization of virtually every industry – our team helps clients navigate the interlocking real estate, utility and grid, financing, tax, contracting, regulatory and environmental issues that determine whether projects move forward, and on what timeline.

The rapid proliferation of AI is reshaping the data center industry. AI workloads require significantly greater computing power and cooling capacity, accelerating demand for new sites, innovative power solutions and unprecedented levels of capital investment. Cooley advises on next-generation development and operations, including power procurement and interconnection strategy, renewable energy and sustainability planning, regulatory strategy, complex financings and deal structuring, tax-efficient investment structures and commercial arrangements for hyperscale, co-location and build-to-suit deployments.

What sets Cooley apart 

• Transactional experience primed to scale capital-intensive projects: With decades of experience structuring complex financial transactions, including project-level and platform-level financings, joint ventures, construction and development financings, acquisition financings and 144A offerings, our lawyers help clients deploy capital efficiently across single-asset and portfolio-level investments. We understand the unique underwriting, diligence and structuring considerations that distinguish data center financings from conventional real estate and infrastructure transactions.
• Global reach paired with government and regulatory insight: Cooley’s data center and digital infrastructure team extends across the US and internationally, combining deep real estate and energy sector knowledge with the ability to engage effectively with utilities, regulators and government authorities. We advise on permitting and entitlement strategy, utility regulatory proceedings, government incentive programs and public policy considerations that increasingly shape project feasibility and timelines.
• Commercial contracting and operational readiness: Our team advises on the full range of commercial and leasing arrangements central to data center development and operations – including co-location agreements, wholesale and retail leasing, service-level and capacity/performance structures, construction and equipment vendor contracts, and long-term customer and offtake arrangements. We also counsel clients on the operational and contractual dimensions of cooling infrastructure, water use, sustainability commitments and evolving environmental compliance requirements.
• Comprehensive, multidisciplinary support: Our team is a complete solution for investors, developers, operators and users participating in the data center and digital infrastructure. We bring together practitioners across real estate, energy and infrastructure, debt finance, capital markets, tax, mergers and acquisitions, technology transactions, cybersecurity and data privacy, environmental, land use and zoning, government incentives, intellectual property and litigation to deliver integrated counsel at every stage of a project.
• Cutting-edge complex financing arrangements: Our debt finance and capital markets teams are market leaders in structuring sophisticated financial arrangements for large-scale data center projects, including 144A senior secured notes offerings, project finance facilities, construction-to-permanent financings, joint venture equity structures and portfolio-level credit facilities. We help clients access diverse capital sources and structure transactions that support rapid deployment and long-term value creation.

Our experience includes: 

• Acquisition and disposition of entitled and unentitled data center land
• Cloud service agreements
• Leasing structures, including with respect to hyperscalers or on a co-location/retail basis, full-building and campus leasing
• Construction finance
• Cybersecurity and data privacy
• Economic incentives
• Entitlement processes
• Environmental, sustainability and governance strategy
• Intellectual property and licensing
• Litigation and dispute resolution
• Negotiation and development of construction and architect agreements
• Negotiation of lease and purchase agreements for critical equipment
• Power cost, reliability and availability strategies 
• Grid interconnection strategy and related utility regulatory considerations
• Tax incentive structuring, including investment tax credits, economic development incentives and opportunity zone considerations
• Power procurement strategy including structuring and negotiating long-term supply arrangements 
• Power solutions, telecommunications and network connectivity, including fiber infrastructure, carrier-neutral interconnection and edge computing deployments
• Regulatory matters, including government affairs, public policy advocacy and legislative engagement on data center and energy policy
• Structuring complex financing agreements for the development of data centers, including joint ventures and debt finance 
• Cross-border transactions and international project structuring
• Site selection support
• Mergers, acquisitions and platform-level transactions involving data center portfolios