2011 INTERNATIONAL OIL AND GAS DEVELOPMENT

  

DATES: MAY 30 - JUNE 10, 2011    
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.

 

.

Course Outline

Fundamentals

  • Industry overview (upstream, midstream, downstream)
  • Oil and gas terminology
  • Key issues in international oil and gas projects
  • Role of host government and its agencies
  • Ownership and exploitation of reserves
  • Host country's legal and regulatory framework and fiscal regime
  • Overview of contracts used in oil and gas industry
  • Unconventional hydrocarbons, and distinctive contractual and business features

 

Negotiation Strategy and Negotiating Tools (participants will engage in the interactive workshop)

  • Negotiation strategy and objectives of Host Governments/National Oil Company (NOC) vs. those of International Oil Companies (IOCs) 
  • Negotiation framework, asymmetries, contingencies and competitive strategic context
  • Design of a host country's legal and fiscal regime; stabilization
  • Bid rounds vs. bilateral negotiations
  • 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 JV arrangements
  • Overview of 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
  • Principal 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
  • Overview of principal contractual arrangements in midstream and downstream industries (including gas sale agreements, crude oil sale agreements, lease contracts, other service agreements)

 

Special Considerations

  • Current issues and trends
  • Anti-corruption and other compliance issues
  • Corporate social responsibility and environmental considerations

 

Dispute Resolution

  • Types of dispute resolution mechanisms in oil and gas matters (mediation, arbitration, litigation, expert determination)
  • Applicable law
  • Drafting dispute resolution clause
  • Investment protections (BITs)
  • Enforcement of arbitral awards
  • Waiver of sovereign immunity

 

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  -  Fulbright & Jaworski
  • Keith Larson  -  Hogan Lovells
  • Thomas Holmberg  -  Baker Botts
  • Dr. Andrew Thompson  -  ACT Financial Consulting

 

Course Advisors 

Mr. Jonathan Cahn is Principal at the international law firm of Baker & McKenzie LLP. Mr. Cahn has over 20 years of experience in a wide variety of cross-border investment and financing transactions in the CIS, Latin America, Africa, the Middle East, and China. Mr. Cahn has advised on numerous acquisitions of oil and gas companies, exploration and production agreements, including PSCs, as well as the construction and financing of transportation and downstream infrastructure. He was advisor to the Government of Kazakhstan under a World Bank legal reform program specifically advising on the Law on Oil, Law on Subsoil, and Law on Foreign Investment. He was privatization counsel to the Government of Kazakhstan in the sale of its interest in its state-owned oil companies GAO Yuzhneftegaz and GAO Aktobemunaigaz and the state-owned refinery GAO Shymkent. Mr. Cahn also has extensive experience in international arbitration, particularly as to investment related disputes.

 

Ms. Marian Hagler is Of Counsel at the international law firm of Baker & McKenzie LLP. Ms. Hagler has over 20 years of experience in international transactions and her practice focuses on complex international energy sector M&A and includes projects in the Middle East, North Africa, Russia and Central Asia.  Ms. 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 Senior Associate at the international law firm of Baker & McKenzie LLP. Ms. Sabahi's practice involves the representation of government-owned entities and private sector clients in connection with cross-border mergers and acquisitions and joint venture transactions, primarily involving oil and gas assets in the Middle East, Latin America, the CIS and Africa. Ms. 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).