Training

2012 INTERNATIONAL OIL AND GAS DEVELOPMENT

  

DATES: JUNE 11 - 22, 2012    




TUITION: $3950    
 
   

 

 

 

Overview

This course focuses on international oil and gas contracts used in upstream, midstream and downstream industries, and on key commercial, legal and financial issues involved in international oil and gas development projects. The program includes an interactive negotiation workshop and a hands-on session on economics and valuation of oil and gas projects, and also covers dispute resolution of oil and gas contracts.
This program is aimed primarily at legal advisors, project managers, contract administrators and other professionals from host government ministries and agencies and national oil and gas companies and other industry practitioners involved in the negotiation of international oil and gas contracts and the implementation and management of international oil and gas projects.

 

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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.

 

Ms. Guly Sabahi is a member of SNR Denton’s Corporate and Business Transactions practice and the firm’s Energy, Transport and Infrastructure sector team. Ms. Sabahi’s practice focuses on the representation of state-owned companies and private investors in cross-border acquisitions and joint venture transactions involving oil and gas assets in the Middle East, Africa, Russia and Central Asia. She also advises clients on investments in the manufacturing sector and other sectors, both domestically and internationally. Prior to joining SNR Denton, Ms. Sabahi practiced at Baker & McKenzie LLP in Washington, DC, and at Coudert Brothers LLP in Almaty, Kazakhstan and Tashkent, Uzbekistan. Ms. Guly Sabahi has served as a Guest Lecturer at Georgetown University Law Center, and the Riga Graduate School of Law, and currently serves as the Young Negotiators Liasion (Washington, D.C.) of the Association of International Petroleum Negotiators (AIPN).
 

2011 CONTRACT ADMINISTRATION

 

DATES: OCT  3 - 14, 2011    
TUITION: $4550 includes New Laptop / $3950 without Laptop
     

 

 

 

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 and tools 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 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. He also has served as an advisor on public contracting policy and training to the governments of Iraq and Vietnam.

 

2012 CONTRACT ADMINISTRATION

 

DATES: MAY 28 - JUN 8, 2012    
TUITION: $4550 includes IPAD / $3950 without IPAD
     

 

 

 

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.

   

2011 PRIVATE PARTICIPATION IN INFRASTRUCTURE DEVELOPMENT AND PROJECT FINANCE

  

DATES: AUG 22 - SEP 2, 2011    
TUITION: $4550 includes New Laptop / $3950 without Laptop
     

 

 

Overview

This course provides training in the design, negotiation and financing of private participation in infrastructure and covers topics of interest to private sector lawyers,  contractors, bankers and accountants as well as government officials. It uses case studies and mock negotiations to identify critical issues related to the use of project finance techniques to fund PPPs.

 

Course Outline

  

Planning for Private Participation

  •  General nature of private infrastructure finance
  •  Lessons learned from past policies and projects
  •  Strategic considerations for the host government and for the private sector participant
  •  Identification and preparation of individual projects
  •  Developing a communications strategy

 

Design of Concessions and other PPP Arrangements

  • Legal and regulatory framework
  • Design of individual agreements
  • Special problems of agreements with local authorities and other subnational entities
  • Key financial considerations, including the concept of bankability

 

Negotiation of Key Contract Clauses

  • The negotiation process
  • How to negotiate contentious clauses, including: clauses to make a concession bankable; termination provisions and compensation in event of termination; tariff and price adjustment clauses; unilateral change and economic hardship clauses; provisions for government support; transfer of assets at the end of the concession and dispute settlement clauses

 

Finance: Structure and Basic Techniques

  •  The concept of project finance
  •  Risk analysis and mitigation
  •  Legal structures
  •  Basic techniques
  •  Basic project documents

 

Finance: Arranging the Funding

  •  Sources of finance
  •  Providing credit support and security for loans
  •  Financial documentation

 

Renegotiation of Agreements

  •  Most common reasons for renegotiation
  •  Alternatives to renegotiation
  •  Types of renegotiation
  •  Clauses in the concession agreement to facilitate renegotiation

  

Course Advisor

John M. Niehuss is Director of ILI's Private Investment in Infrastructure Center. He has been involved in international financial and investment transactions for almost 40 years as a practicing lawyer, World Bank staff member, US Treasury Department official, investment banker, and General Counsel of the Inter-American Development Bank and the U.S. Export-Import Bank. He also serves as an adjunct faculty member at the University of Michigan Law School.

 

2012 PRIVATE PARTICIPATION IN INFRASTRUCTURE DEVELOPMENT AND PROJECT FINANCE

  

DATES: AUG 20 - 31, 2012    
TUITION: $4550 includes IPAD / $3950 without IPAD
     

 

 

Overview

This course provides training in the design, negotiation and financing of private participation in infrastructure and covers topics of interest to private sector lawyers,  contractors, bankers and accountants as well as government officials. It uses case studies and mock negotiations to identify critical issues related to the use of project finance techniques to fund PPPs.

 

Course Outline

  

Planning for Private Participation

  •  General nature of private infrastructure finance
  •  Lessons learned from past policies and projects
  •  Strategic considerations for the host government and for the private sector participant
  •  Identification and preparation of individual projects
  •  Developing a communications strategy

 

Design of Concessions and other PPP Arrangements

  • Legal and regulatory framework
  • Design of individual agreements
  • Special problems of agreements with local authorities and other subnational entities
  • Key financial considerations, including the concept of bankability

 

Negotiation of Key Contract Clauses

  • The negotiation process
  • How to negotiate contentious clauses, including: clauses to make a concession bankable; termination provisions and compensation in event of termination; tariff and price adjustment clauses; unilateral change and economic hardship clauses; provisions for government support; transfer of assets at the end of the concession and dispute settlement clauses

 

Finance: Structure and Basic Techniques

  •  The concept of project finance
  •  Risk analysis and mitigation
  •  Legal structures
  •  Basic techniques
  •  Basic project documents

 

Finance: Arranging the Funding

  •  Sources of finance
  •  Providing credit support and security for loans
  •  Financial documentation

 

Renegotiation of Agreements

  •  Most common reasons for renegotiation
  •  Alternatives to renegotiation
  •  Types of renegotiation
  •  Clauses in the concession agreement to facilitate renegotiation

  

Course Advisor

John M. Niehuss is Director of ILI's Private Investment in Infrastructure Center. He has been involved in international financial and investment transactions for almost 40 years as a practicing lawyer, World Bank staff member, US Treasury Department official, investment banker, and General Counsel of the Inter-American Development Bank and the U.S. Export-Import Bank. He also serves as an adjunct faculty member at the University of Michigan Law School.

   

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