Joint Ventures & Other Collaboration Agreements for the Oil & Gas Industry

It is key to the success of all oil and gas companies to form powerful alliances that address the unique challenges they face in areas of mutual interest. Well structured and effective joint ventures lead to commercial success and new opportunities, to achieve this success you need to ensure you have the correct agreement in place.

What are the objectives of this seminar?

By attending this seminar, you will be able to:

• GAIN an understanding of the general principles behind successful joint venturing for the oil and gas industry
• EXAMINE the different types of joint venture structures and their advantages and disadvantages
• DRAFT the agreements that create a successful joint venture relationship
• DISCOVER more about the special issues that arise when a State is a joint venture partner
• UNDERSTAND which key provisions need to be included in the governing agreements
• RECOGNISE the importance of anti-trust compliance and how to ensure your organisation is compliant
• LEARN how IP aspects should be dealt with including existing and new technology
• GRASP the different ways in which disputes can be dealt with in the most economic and efficient way

Key topics include:

• How to structure a joint venture to create a successful relationship
• Key issues with host government contracts to deliver lasting relationships
• Key provisions of the governing agreement
• Managing risk through effective contracting
• Licensing technology and other IP aspects highlighting areas of risk
• Anti-trust issues to identify exposure
• Managing post signature issues to avoid costly disputes

Who should attend?

• In-house lawyers
• Procurement managers
• Contract managers
• Contract analysts
• Contract engineers representing international petroleum companies
• Contractors and subcontractors to the petroleum industries together with host governments.

This programme is also essential for companies who have expressed an interest in participating in a joint ventures and need the insight and knowledge to ensure their success.

Why venture jointly and why is it so important to the oil and gas industry

• Background
• Sharing of risks and investment
• Price risks
• Political risk
• Weather and engineering risks
• Environmental risk
• Research and development
• The range of collaborative arrangements
• Multi party ventures

Structuring the joint venture

• Why collaborate?
• Shared risks and shred rewards
• Legal nature of joint venture – neither company or partnership
• Unincorporated joint ventures
• Interests and designation
• Rights, duties and responsibilities of the operator
• Structure of JV – operator and the non-operator
• ‘Agency’
• Fiduciary duties

PRACTICAL WORKSHOP Part 1-Drafting the agreements creating the Joint Ventures relationship

• Types of pre-contract documents
• Letters of intent/MOUs/Heads of agreement
• The use of Confidentiality Agreements
• The aims and purpose of joint bidding agreement
• The main characteristics of area of mutual interest agreements
• Farm out agreement
• Joint study agreements
• Drafting issues and content
• Key terms

Host government contracts as joint ventures

• Special issues involving the State as a joint venture partner
• The different kinds of agreements entered into between oil companies and host governments
• Key issues to consider when entering into a joint venture with the State
• Host government petroleum regimes
• Types of petroleum agreements
• Contracts and PSAs
• Cooperation agreements
• Production sharing agreements

Key provisions of the governing agreement for oil and gas joint ventures

• Types of governing agreements
• Key provisions in the JOA
• Rights and duties of the operator and non-operator
• Getting Opcom approval
• Operator responsibility
• Removal of the operator
• The role of the Joint Operating Committee
• Establishing the operating committee
• Confidentiality
• Applicable law

PRACTICAL WORKSHOP Part 2-Drafting the agreements creating the JV relationship(Some key concepts)

• The role of the partners, Operator and Operating Committee
• Incorporated joint ventures
• Shareholder’s agreements
• Operator’s liability
• Transfer/Assignment
• Liability and default
• Exclusivity and Non-Consent
• Exit – withdrawal, assignment and pre-emptions
• Accounting and currencies

Managing risk

• Construction risk – procurement strategy – design works
• Examples of events commonly defined as PFM
• Permitting and licences – political Force Majeure
• Change of law
• Compensation and termination/step-in

Licensing and development of technology and other IP aspects of international oil and gas joint ventures

• Existing technology and development of new technology
• Exploitation of IP rights
• Partnering
• Collaboration agreements
• Issues with multijurisdictional agreements
• Licensing existing technology to the venture
• Dealing with patents and trade secrets
• Other proprietary rights
• Royalties and fees
• Ownership and obligations

PRACTICAL WORKSHOP- Anti-trust issues

• Sharing of information between the partners and the joint venture
• Interlocking directorates
• Secondment of staff from one or more partners to the joint venture
• How to identify antitrust exposure related to joint ventures with competitors
• How to approach the various kinds of joint ventures and cooperations arrangements in a way that complies with competition law rules
• Characteristics of full function and cooperative JV’s
• ECMR or national merger control?

Exit strategies and disputes in oil and gas joint ventures

• Exit strategies for participating interests
• Relinquishment of interest
• Termination by State party
• Default and forfeiture
• Drafting structured negotiations clauses
• Mediation
• Expert determination
• Substantive exit (termination) rights
• Negotiated agreements
• Litigation
• Arbitration

Dealing with some common post-signature issues

• Legal and practical implementation of the agreement
• Governance of the joint venture
• Minimising the risks of failure
• Dealing with the Operator
• Cooperation between contractor and State
• Decommissioning and abandonment
• Economic stabilisation
• Other continuing/postclosing issues
• Working with joint venture partners – operating committee

Martin Amison is a partner at Trowers & Hamlins. His practice includes company, commercial and corporate finance law with particular experience of advising on private sector projects and project finance. He has been advising companies in the middle east for over 20 years with a recent focus on large scale projects in energy and petrochemicals.

Charlie Chipchase is an associate at Vinson and Elkins, He is a member of V&E’s worldwide Energy Transactions and Projects group. He has extensive experience of a broad range of energy and infrastructure-related projects and transactions with particular experience in domestic and cross-border mergers and acquisitions, disposals, joint ventures and reorganisations.

Dr. Eduardo Pereira is Chief Legal Officer and VP of Petra BV in Brazil, is considered an expert in Joint Operating Agreements in the oil and gas industry. In 2011 he concluded his doctoral thesis on oil and gas joint ventures at the University of Aberdeen and became the chief legal officer and vice-president of Petra BV. Eduardo has played a key role in assisting Petra Energia to become the leading onshore company in Brazil.

Hamish McArdle is a partner of Baker Botts (UK) LLP. He advises UK and international companies, organisations and, on occasion governments, on a range of aspects of large scale projects and corporate matters with a particular focus on the upstream and midstream oil and gas sectors.

Tanya Nash is a partner at Ince & Co., where she advises energy and natural resources clients on corporate transactions including domestic and international acquisitions and disposals of oil and gas exploration and production interests, acquisitions and disposals of refining and processing interests and joint ventures. Much of Tanya’s work is cross-border and multi-jurisdictional with extensive experience transactional experience in emerging markets including Kazakhstan, Russia, Nigeria and Gabon.

Veronica Roberts is a partner and solicitor-advocate at Herbert Smith. She regularly deals with the OFT, Ofcom, the Competition Commission and the European Commission, on behalf of companies under investigation and complainants, as well as for clients in relation to merger control issues arising in acquisitions and joint ventures. Veronica has a range of clients in the oil and gas sector, including having worked for BG on supply agreements and general compliance.

Sally Shorthose is a partner at Bird & Bird in the Intellectual Property Group. Sally has been involved in providing advice in relation to the protection and exploitation of a full range of intellectual property rights across a range of jurisdictions, both in stand alone transactions and in conjunction with her corporate colleagues as part of an acquisition, divestment or investment activity.

Tom Wigely is a solicitor in Towers & Hamlins. Tom specialises in power, water and infrastructure development projects. He has undertaken a significant amount of work in the oil and gas sector with a specific focus on unconventional resources. He has advised upon a variety of international projects in the oil and gas sector in the middle eastern region.

Elliot Woodruff is a partner at Ince & Co, where he advises clients in the shipping, energy and offshore industries. A substantial part of Elliot’s practice is concerned with advising drilling and other oilfield and offshore contractors, ship owners and shipyards on their commercial contracts ranging from the latest FSRU vessels and oil rigs to anchor handling tugs and offshore supply vessels and covering all manner of activities.

Understanding, Negotiating and Drafting Oil and Gas Industry Contracts

The Mini-MBA for the Oil & Gas Industry

This course qualifies for the following CPD programmes:

• Solicitors Regulation Authority: 11.50 hours
• General Council of the Bar: 11.50 hours

• Addax Petroleum NZE (NIF 793 011 K)
• Baker & McKenzie
• BP Egypt
• Caspian Training Group LLP
• Chevron
• EBN
• Endeavour Energy UK Ltd
• Energie Beheer Nederland
• Foster Wheeler Energy Ltd
• Frigstad Offshore Services (Cyprus) Ltd
• INA Industija Nafte dd
• Maersk Oil Qatar AS
• Mobil Producing Nigeria Unltd
• MOL Hungarian Oil& Gas Plc
• NNPC
• OMV Aktiengesellschaft
• Pertamina
• Petroleo Brasileiro SA - PETROBRAS
• Polskie Górnictwo Naftowe i Gazownictwo Spólka Akcyjna
• PT Pertamina Drilling Services Indonesia
• RWE Dea UK Holdings Ltd
• Shell Kashagan Project Team
• SHT/Chad National Oil Company
• STATOIL Norway
• The Shell Petroleum Development
• The Shell Petroleum Development Company of Nigeria Ltd
• Vfm Consulting CoLtd
• Vinson & Elkins
• Vitol SA
• Wintershall Libya - Libyan Branch of Wintershall A G

“Recommended course for people who are involved with joint venture agreements”

Charkit Chalittiyanun, Planning Engineer, PTTEP Oman Co Ltd

“Excellent”

Birgitte Jensen, Solicitor, LXL LLP

“Great variety of speakers; different background and experience reflected in presentations”

Ulla Achleitner, Legal Counsel, OMV Gas & Power GmbH