DATES: JUNE 10 - 21, 2013

TUITION: $3950


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 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



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 Dentons' 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 Dentons' 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 Dentons, 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 Dentons' 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 Dentons, 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).