Training

2013 ARBITRATION AND MEDIATION

Overview

This course familiarizes participants with alternative methods of dispute resolution (ADR). The first part of the course examines the legal issues involved in international commercial arbitration; the second half introduces participants to the goals and techniques of mediation. The emphasis throughout is on the development of practical skills.

This program is designed for judges, lawyers, non-lawyer professionals, executive branch government officials, judicial officers, officials of judicial and legal training units, and court administrators.

Course Outline

Pros and Cons of International ADR

• Conciliation, arbitration and mediation versus litigation in the country of one party or in a third country
  
• Arbitration between private parties and governments or government agencies

The Negotiation Process

• Different approaches to negotiation (creating value vs. claiming value; structuring a deal vs. resolving a dispute)
• Assessing the interests of both parties
• Opening offers
• Strategic concessions
• Why negotiations fail
• Breaking deadlock
• Negotiating a dispute resolution clause (participants will engage in negotiation exercises)

How Mediation Works

• Mediation defined
• Why mediation
• Roles and attributes of a mediator

Mediation Tools and Principles

• Changing patterns of communication
• Intervention principles
• Listening and questioning skills
• Stages in mediation
• Problem identification
• Agreement writing

The Role of Advocate and Litigant

• How to prepare for the mediation
• How to devise a settlement strategy
• How to advocate for yourself and your client
• How to manage your client during mediation

Legal Issues in International Arbitration

• National Arbitration Laws Treaties, including the New York Convention and ICSID Convention Choice of governing law
• Validity and scope arbitration agreements
• Role of the courts: judicial review and enforcement of awards; judicial assistance in the arbitration process
• Investment disputes
• Sovereign immunity

The Arbitral Process

• Designing the process: drafting the arbitration clause
• Choice of rules of arbitration
• Conduct of proceedings: initiating arbitration, constituting the tribunal, establishing terms of reference, discovery of documentary evidence, interim relief, submitting testimony, hearings, and awards
• Arbitrator ethics and challenges to arbitrators (participants will play role of counsel or arbitrator in a simulated international arbitration)

Course Advisor

Anne Marie Whitesell is Of Counsel at Dechert LLP. Before joining Dechert, Ms. Whitesell was Secretary General of the ICC International Court of Arbitration from 2001 to 2007. Ms. Whitesell supervised approximately 1,100 international arbitration cases each year involving parties from over 120 countries. She has practiced with law firms in both the United States and in France and was a lecturer at the Université de Paris I, Panthéon-Sorbonne and the Institut de Droit Comparé (Université de Paris II). She is admitted to the New York State Bar, the Bar of the District of Columbia, and to the US District Courts for the Southern and Eastern Districts of New York.

2013 INTERNATIONAL OIL AND GAS DEVELOPMENT

Overview

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Course Outline

Fundamentals and Negotiations

• Industry overview
• Oil and gas terminology
• Key issues in international oil and gas projects
• Role of host government
• Ownership and exploitation of reserves
• Host country's legal and regulatory framework and fiscal regime; stabilization
• Overview of international oil and gas contracts and key issues
• Unconventional hydrocarbons
• Negotiation framework and strategy; objectives of host countries/NOCs and IOCs
• Negotiating skills and tools

Host Government Upstream (Exploration & Production (E&P)) Agreements

• Overview of upstream operations and E&P agreements (types and trends by region)
• Key differences between Production Sharing Contracts (PSCs), concessions, service contracts and JV contracts
• Analysis of PSCs: main features, key issues from perspectives of host governments/NOCs and IOCs, and principal non-fiscal terms (work programs, management and control, relinquishments, local content, domestic supply, assignments)
• Economics of PSCs and other E&P agreements: fiscal regime and valuation issues (DCF vs. other valuation techniques) (participants will engage in negotiation exercises with financial modeling)

Upstream Joint Ventures (JVs) between Host Governments/NOCs and IOCs

• Incorporated vs. unincorporated JVs 
• Host Government/NOC participation
• Benefits and risks of JVs
• Principal terms and drafting issues in Joint Operating Agreements (AIPN model) for unincorporated JVs and Joint Venture/Shareholders Agreements for incorporated JVs (rights and obligations of an operator and non-operating parties, management and control, access to data, transfer of technology, exclusive operations, disposal of production, abandonment, secondment, unitization, liabilities, allocation of costs, accounting)

Buying and Selling Existing Upstream Assets by Host Governments/NOCs

• Transaction structures (corporate/stock acquisitions vs. asset sales)
• Due diligence and risk management
• Deal terms of sale and purchase agreements (valuation of assets and purchase price adjustments, warranties, indemnity, governing law)
• Closing the deal

Midstream and Downstream Operations

• Access to market, pipelines, transportation
• Refining, trading, distribution
• Principal contractual arrangements and key issues

Dispute Resolution and Other Special Considerations

• Current issues and trends
• Anti-corruption and other compliance issues
• Corporate social responsibility and environmental considerations
• Dispute resolution mechanisms in oil and gas matters (mediation, arbitration, litigation, expert determination)
• Investment protections

Faculty

ILI is honored to have included in this program the following distinguished and highly specialized faculty and speakers:

• Daniel Johnston  -  Daniel Johnston & Co., Inc.
• Robert Lesnick  -  The World Bank
• Steven Otillar  -  Dewey & LeBoeuf
• Matthew Kirkland  -  Fulbright & Jaworski
• Dr. Borzu Sabahi  -  Curtis Mallet-Prevost Colt & Mosle
• Keith Larson  -  Hogan Lovells
• Thomas Holmberg  -  Baker Botts
• Dr. Andrew Thompson  -  ACT Financial Consulting

Course Advisors 

Mr. Jonathan Cahn is a member of SNR Denton's Energy, Transport and Infrastructure sector team and is the US head of the firm’s Emerging Markets Energy Strategies group (EMES). For more than 20 years, he has represented some of the world's leading energy investors, including international oil companies, national oil companies (NOCs), sovereign wealth funds (SWFs) and sovereigns in connection with energy sector transactions in the Middle East, Africa, Latin America, North America, Russia and Central Asia.

As an international lawyer, Mr. Cahn brings to his clients an in-depth understanding of the energy industry, and his many years of experience in emerging markets. He is internationally acknowledged as a leading lawyer in his field by the Euromoney Guide to the World's Leading Energy and Natural Resources Lawyers, the Euromoney Guide to the World's Leading Project Finance Lawyers, Chambers, and the International Who's Who of Oil & Gas Lawyers.

A hallmark of Jonathan Cahn’s practice has been the representation of Chinese companies making investments abroad, as well as representing parties seeking investment or partnership with Chinese investors. He is widely credited with opening Central Asia to China energy investment when, in 1997, as legal counsel to the Government of Kazakhstan, he secured Kazakhstan's approval to invite the China National Oil and Gas Exploration and Development Corporation (CNODC) to participate in the privatization tender for Kazakhstan's oil company, Aktyubemunaigaz. CNODC's successful acquisition of the oil company and the related construction of the China-Kazakhstan pipeline became China’s inaugural investments in Central Asia.

Ms. Marian Hagler is a member of SNR Denton’s Corporate and Business Transactions practice. Her practice focuses on complex international energy sector mergers and acquisitions (M&A) and includes projects in the Middle East, Latin America, Africa, Russia and Central Asia. Prior to joining SNR Denton, Ms. Hagler was of counsel at Baker & McKenzie LLP and a partner at Coudert Brothers LLP. She was founder and managing partner of Coudert’s St. Petersburg office. From 1999 to 2001, she was an attorney advisor in the Office of General Counsel–International Affairs of the United States Department of the Treasury, where she was responsible for a variety of matters involving international public finance, the World Bank, the European Bank for Reconstruction and Development and other multilateral development banks, and international anti-money laundering controls.

Ms. Marian Hagler specializes in advising national oil companies and international energy companies on their foreign upstream acquisitions. Ms. Hagler has served as an Adjunct Professor of Law at Georgetown University, and Chair of the District of Columbia Bar Association International Section.

2013 CONTRACT ADMINISTRATION

Overview

The course focuses on providing the knowledge and skills necessary to administering and managing a contact. The course also will discuss and examine FIDIC Contracts, which are increasingly being used by international construction agencies and Multilateral Development Banks, including the World Bank. In a time when contracts awarded by government and commercial entities are increasingly complex and involve sophisticated technology, a firm understanding of contract administration and management is vital to success. Through lectures, discussions and case studies, the course will examine contracts in the award and performance phases from the purchasers' and contractors' viewpoints.

 The seminar is intended for project managers, contract managers, professionals from government ministries and agencies, consulting professionals, legal advisors, and all involved in the implementation and management of a contract.

Course Outline

Managing the Contract

• Types, forms, and terms of contracts (including Donor Contracts)
•  Procurement
•  Concepts and principles of contract law
•  Key legal definitions and terms
•  FIDIC and other types of contracts
•  Contract price and payments

Contract Negotiations

• Negotiation objectives
•  How to negotiate

Contract Administration

• Roles, responsibilities and authorities
•  Communications and teamwork
•  Monitoring contracts
•  Administering consulting contracts
•  Filing records and audits
•  Payment schedules
•  Cost control
•  Changes to the contract requirements

Managing Contractor Performance

• Reporting
•  Issue management
•  Poor performance
•  Managing quality assurance of deliverables
•  Performance evaluation
•  Performance incentives

Performance and Scheduling Management

•  Baseline tracking
•  Integrated change control
•  Management of quality assurance and non-compliance
•  Risk and issue management
•  Management handover and contract closure
•  Documentation management

Claims Management

• Understanding claims and why they arise
•  How to process and assess a claim
•  Dispute mechanisms in the contract
•  Dispute mechanisms under FIDIC
•  Managing arbitration
•  Dispute resolution

Course Advisor

Geoffrey T. Keating has been counsel to contractors, engineers, public and private owners and sureties for over 35 years. His practice emphasizes public works projects and international infrastructure. Mr. Keating advises on U.S. government contract regulations and international contract policy and terms. He prepares and negotiates EPC and other contract documents, assists clients with preparing and defending claims and serves as an arbitrator. He has conducted training on World Bank guidelines, international contracts and dispute resolution for governments and international organizations around the world. Through ILI, he has served as an advisor on public contracting policy and training to the governments of Iraq, China, and Vietnam.

2013 COMBINATION - LEGAL ENGLISH & ORIENTATION PROGRAMS

COURSE LINKS: 

LEGAL ENGLISH AND LEGAL WRITING

ORIENTATION IN THE U.S. LEGAL SYSTEM AND BUSINESS LAW

For those participants wishes to attend both Legal English and Legal Writing and Orientation in the U.S. Legal System and Business Law,  ILI provides a special course combination discount of over $500.

ILI recognizes participants in these courses are comprised of student and lawyers starting their international careers.  We realize sponsorship by law firms or educational scholarships may not always be available.  In efforts to allow participants of these programs to receive the greatest benefit from their tuition budget and their time at ILI and in Washington, DC, ILI makes this special discount available.

ACKNOWLEDGEMENTS

The International Law Institute is grateful to the following organizations for their support of the 
Orientation in the U.S. Legal System: