Oil and Gas
A Practical Handbook, 3rd Ed
This new edition of our best-selling title outlines in a single volume the essential principles involved in documenting oil and gas transactions, from the upstream exploration phase to transportation by pipeline and liquefied natural gas to sales and marketing.
This new third edition of our best-selling title outlines in a single volume the essential principles involved in documenting oil and gas transactions, from the upstream exploration phase to transportation by pipeline and liquefied natural gas to sales and marketing. It is intended as a practical guide for anyone seeking a better understanding of the commercial and legal principles involved. Edited by Renad Younes, Partner at international law firm Ashurst, the fully updated third edition features contributions from leading practitioners including experts at Dentons, King & Spalding and Ashurst.
Whether you are a lawyer in private practice or in industry, a commercial negotiator or from a financial institution or energy advisory practice, this title will provide a comprehensive insight into the oil and gas business.
Table of Contents
|Table of Contents||3|
|Petroleum contracts: licences, concessions, production-sharing agreements and service contracts||7|
|Boundary delimitation and hydrocarbon resources||23|
|Joint operating agreements||53|
|Unitisation and unitisation agreements||77|
|Financing upstream developments||91|
|Trans-boundary pipeline development and risk mitigation||121|
|LNG – overview and project essentials||145|
|Gas sales agreements||203|
|Crude oil sale and purchase agreements||233|
|Decommissioning of upstream oil and gas facilities||291|
|Oil and gas projects and human rights||325|
|Oil and gas disputes||349|
|Introduction to downstream projects||363|
|LNG to power projects||381|
|About the authors||395|
|About Globe Law and Business||405|
Partner, Dentons Canada LLP
George Antonopoulos is an expert in the area of energy law, acting for energy companies on a broad range of commercial transactions. His practice focuses primarily on the planning, drafting, negotiation and completion of complex energy transactions and project work in both the upstream and midstream oil and gas sectors, including advising clients with respect to mergers, acquisitions and divestitures, joint venture arrangements, commodity transportation, terminalling and storage arrangements, corporate reorganisations and energy project development.
Partner, Dentons Canada LLP
Vivek Bakshi is a partner in the energy and natural resources practice at Dentons Canada LLP, with a focus on M&A and project development. He has particular expertise in the LNG sector, working with LNG traders and sponsors in connection with the trade of LNG and development of LNG liquefaction plants and regasification terminals worldwide. Mr Bakshi has worked in London, Singapore and Tokyo before practice in Canada, and is a regular speaker around the world on matters of energy law and practice.
Partner, Dentons UK and Middle East LLP
Danielle Beggs is a partner in Dentons’ energy and infrastructure group. She has experience working for a number of international oil and gas industry clients, governments and regulators. She has advised on major projects in the oil and gas (both upstream and downstream) industries, both domestic and international, and has extensive experience of both foreign and domestic regulatory and licensing regimes. She has worked extensively on both oil and gas acquisitions for numerous companies.
Ms Beggs has been nominated for the Euromoney Europe Women in Business Law Awards in the Energy, Natural Resources and Mining category three years in a row. Each year Euromoney rewards the best in-house and private practice teams as well as individual inhouse and private practice women lawyers in Europe.
William E Browning
Partner, Infrastructure Development Partnership LLP
William E Browning has 28 years of experience in the oil and gas industry and is a partner with Infrastructure Development Partnership LLP (IDP) in London. IDP provides an array of project development support activities, including non-technical risk assessment and mitigation strategy, commercial, structuring, financing and environmental advice and strategy.
Mr Browning directed the legal work for the largest upstream development in the South Caspian Sea from inception to full production and for all export development from the South Caspian between 1995 and 2002. From 2002, he served as the Baku-Tbilisi-Ceyhan pipeline’s negotiations manager, concluding with its successful $2.6 billion project financing. More recently, he has provided project development advice for a number of developments, including a greenfield urea plant development in Peru, a cross-border gas pipeline from Trinidad to other East Caribbean islands and the TransAdriatic pipeline.
Mr Browning is a member of the Texas Bar and holds a BA from Washington & Lee University and a JD from the University of Texas.
Partner, White & Case LLP
Mark Clarke is a partner at White & Case LLP, working in the firm’s dispute resolution group in London. He co-leads the firm’s Europe, Middle East and Africa oil and gas disputes group and specialises in disputes arising in the energy sector, principally relating to oil and gas. Mr Clarke has represented governments, state-owned entities and some of the largest companies in the world in numerous complex cross-border disputes. Mr Clarke’s practice is largely focused on international arbitration, and he has acted as counsel and advocate in numerous high-value and complex disputes in the oil and gas sector. He also has experience of litigation and other forms of dispute resolution, including expert determination, adjudication and mediation. Mr Clarke has been recognised in several editions of Chambers and Legal 500 for his work in international arbitration and the energy industry.
Partner, Ashurst LLP
Julia Derrick is a partner in the global energy team at Ashurst in London. She holds a degree in geography and a graduate diploma in law, and has specialised in oil and gas transactions and projects since joining the global energy team at Ashurst in 2007.
In particular, Ms Derrick has acted on numerous upstream oil and gas acquisitions and disposals (including asset and corporate sales and farm-out arrangements), LNG liquefaction and regasification projects, and oil, gas and LNG sales and marketing agreements. The transactions on which she has advised have involved multiple jurisdictions across Europe, Africa, Asia and South America. In addition, she has spent time on secondment to a large independent oil and gas exploration and production company.
Partner, Infrastructure Development Partnership LLP
Senior adviser, Roland Berger GmbH
Thomas Dimitroff has over 20 years’ experience in the energy sector. He has functioned in leadership positions for independent oil and gas companies and as a core member of multiple negotiating teams that have delivered many globally significant energy projects, including the one million bbl/day Baku-Tbilisi-Ceyhan oil pipeline, the 10 billion cm/year South Caucasus gas pipeline, the 6.8 bcma gas sales agreement between Turkey and Azerbaijan and the 10 bcma Trans-Adriatic Pipeline Company. He has advised governments including the Azerbaijan Republic during its multilateral Energy Charter Transit Protocol negotiations, and has led cross-functional teams in delivering multiple feasibility studies and strategy advice to governments and developers for conventional and renewable projects across the former Soviet Union, Africa, the Middle East, Asia and North America. Mr Dimitroff has also developed and negotiated arrangements for the acquisition and sale of upstream oil and gas assets on behalf of oil and gas companies and private equity funds. Prior to joining the Infrastructure Development Partnership, he was regional adviser to BP plc for Africa, the Middle East, Russia, the Caspian and Turkey, advising on non-technical risks posed to new ventures and existing operations across the region. He was also was consulting editor for Risk and Energy Infrastructure: Crossborder Dimensions published by Globe Law and Business in 2011.
Legal director, Eversheds Sutherland
Jubilee Easo is a legal director at Eversheds Sutherland. She is an experienced international oil and gas lawyer, having advised state oil and gas entities, international oil and gas companies and financial institutions on a wide range of upstream and downstream acquisitions and developments, LNG development projects and offshore LNG projects. Ms Easo has worked for leading law firms in London as well as in-house with oil and gas developers. In 2015, she was recognised in The Lawyer Hot 100 for her work in the energy sector. She was also recognised as a London Rising Star by Super Lawyers in 2013.
Partner, Holman Fenwick Willan LLP
Alistair Feeney is a partner in the London office of Holman Fenwick Willan LLP, a global law firm specialising in international commerce. He advises a range of clients – including international and national energy companies, trading companies and vessel charterers – on matters relating to the sale and purchase, transportation and storage of crude oil, petroleum products and LNG. He handles both contractual matters and disputes. In recent years he has successfully represented energy and trading companies in various High Court proceedings arising for sales and purchases of crude oil and LNG.
Associate, White & Case LLP
James Hart is an associate at White & Case LLP, working in the firm’s dispute resolution group in London. His practice includes international arbitration and commercial litigation across a broad range of sectors, with a particular focus on energy-related disputes.
Barrister and arbitrator, 39 Essex Chambers
Denys Hickey is a barrister and arbitrator with over 40 years’ experience of oil and gas and commodity trading.
Upstream oil and gas work has included advising on floating production storage and offloading agreements, supplytime charters and LNG vessel charters. He has also advised on offshore construction joint ventures, the financing of refinery projects, disputes relating to offshore oil and gas projects, shipbuilding contracts, oilfield redetermination problems and pipeline construction disputes. Cases handled cover a very wide spectrum from shipping to insurance, oil trading and other commodity disputes, together with engineering matters and shipbuilding contracts and disputes. Mr Hickey also has a wealth of experience of shipping and shipbuilding disputes, as well as marine and energy insurance matters.
Counsel, King & Spalding
Nina Howell is counsel in the London office of King & Spalding and is a member of the firm’s global energy group. She has extensive experience advising a range of energy companies on energy and infrastructure projects around the world, as well as on crossborder pipelines, upstream joint ventures, unitisation and other projects in the oil and gas sector. Ms Howell also has extensive experience advising clients in the LNG sector, and on acquisitions and disposals of interests in the energy sector.
Chambers UK says that “Nina Howell impresses clients with her ‘extremely good understanding of the concepts’ and her ability to ‘put them into plain language.’ Sources say: ‘She’s a joy to work with and a very good lawyer.’”
Mark Osa Igiehon
Aberdeen Commercial/Oil & Minerals Group and University of Aberdeen Centre for Energy Law
Mark Osa Igiehon, formerly of Shell International, leads the Oil & Minerals for Good Global Forum/Aberdeen Commercial Energy Solutions Group and is a fellow at the University of Aberdeen Centre for Energy Law. He advises corporations and governments and holds degrees in law and a doctorate from Southampton Solent University. Dr Igiehon specialised in oil and gas legal, governance, capital mega-projects, strategy, commercial and related transactions and projects for over 30 years while based in Lagos, Kano, Warri, Aberdeen, Astana and The Hague, as well as project stints in other locations.
At the University of Aberdeen, Dr Igiehon researches, teaches and supervises doctoral candidates on Oil and Mining Resources for Good, Maritime Boundaries, Decommissioning and International Investment Protection and Arbitration. He has authored and contributed to books and scholarly articles.
Mhairi Main Garcia
Mhairi Main Garcia is a partner in Dentons’ energy and infrastructure team, based in Dubai. She specialises in energy, infrastructure and regional international law matters, advising on acquisitions and disposals, upstream concessions/production sharing contracts, drilling contracts, power projects, transportation, energy engineering, procurement and construction and operating agreements. She has advised several international oil companies on proposed investments in the Middle East, Asia and Africa, including advice on constitutional questions, bilateral investment treaties, sanctions and maritime delimitation. Prior to moving to the Middle East in 2001, she was an adviser on the European Parliament’s Legal Affairs and Internal Market Committee.
Ms Main Garcia holds an LLM in international and comparative law (Vrije Universiteit Brussel), a master’s in international politics specialising in territorial disputes and maritime delimitation (Université de Libre Bruxelles) and an LLB first-class honours (University of Aberdeen). She is qualified as a solicitor in England and Wales and a counsellor and attorney at law in New York.
Counsel, Dentons US LLP
Jennifer Morrissey is counsel in the global energy sector of Dentons US LLP. Ms Morrissey specialises in natural gas, electric and water matters, and divides her practice between regulatory matters before federal agencies and appellate courts and transactional advice on a variety of energy infrastructure projects. Ms Morrissey has written and spoken extensively on the legal implications of energy development for US and international audiences.
Associate general counsel, Tullow Oil plc
Daniel O’Neill has been Tullow’s principal legal adviser in Africa since 2009. Based in South Africa, Mr O’Neill advises on the full spectrum of upstream, midstream and downstream legal work involved in supporting an international oil and gas company with a diverse portfolio of assets operating across multiple jurisdictions, including exploration, development and production contracts, acquisitions and divestments, sales and marketing agreements, processing and transportation arrangements, service and procurement contracts, corporate/business advisory work, regulatory advice, compliance issues and dispute resolution. He is currently responsible for Tullow’s legal affairs in respect of its African exploration portfolio, and is also the company’s asset manager for its interests in Zambia. Prior to joining Tullow Oil, he was a partner in the global energy team of international law firm Ashurst LLP based in Dubai, where he advised on upstream, midstream and downstream oil and gas projects and transactions across the Middle East, Africa and Asia.
Partner, Ashurst LLP
Daniel Reinbott is an LNG and upstream oil and gas partner, based in Singapore. His practice focuses on LNG and major natural gas project developments, and acquisitions and disposals.
Mr Reinbott is at the forefront of advising on the development of LNG regasification projects (including floating storage and regasification units) across the Asia-Pacific region, providing assistance to terminal developers and users in Singapore, Indonesia, Malaysia, the Philippines, Vietnam, Thailand, Australia, Sri Lanka, India, Korea and Chile. He has also played a key role in helping numerous companies across Asia secure new sources of LNG, and he regularly advises on long-term and spot LNG sale and purchase arrangements.
He has also advised on many of the existing and proposed liquefaction projects in the Asia-Pacific region.
Mr Reinbott is ranked in Band 1 for Oil & Gas by leading legal directories Chambers and Legal 500. Chambers Asia-Pacific 2018 identifies him as “the undisputed lawyer of choice in the LNG space”.
Nick Ross-McCall is a partner at CMS, based in London. He specialises in the financing and development of energy projects, in particular upstream oil and gas and power financings, with over 12 years’ experience.
He has advised lenders and sponsors on numerous reserve-based lending transactions and other upstream debt finance solutions relating to assets in the North Sea, Europe, Russia/Commonwealth of Independent States, Southeast Asia, the Middle East and Africa. Mr Ross-McCall speaks regularly at conferences on energy matters and has authored many chapters and articles on upstream financing and other energy issues.
Senior associate, Ashurst LLP
Priya Shah is a senior associate in the corporate projects team at Ashurst, based in Singapore. Ms Shah is an energy and projects specialist and has experience advising on M&A transactions and project development in the oil and gas sector across the Asia-Pacific region and Europe.
Ms Shah has advised exploration and production companies and project developers in relation to major energy projects, including LNG projects. She also has off-take experience, having advised on the terms of sale and purchase agreements for both long-term and short-term supply of LNG.
Ms Shah holds a master’s degree in philosophy and psychology from the University of Oxford and is qualified in England and Wales.
Partner, Ashurst LLP
Huw Thomas is a partner in the resources group of Ashurst in London. He has specialised in energy and natural resources financings for 30 years, with a particular emphasis on upstream oil and gas financings. Mr Thomas has led Ashurst teams on a number of leading upstream oil and gas financings, including the $5 billion borrowing base facility for Lundin Petroleum AB, the $1.2 billion reserves based facility for EnQuest plc and the $600 million borrowing base facility for Siccar Point Energy Limited.
Mr Thomas has also advised on Norwegian high-yield bond issuances for a number of UK headquartered oil and gas exploration and production companies, as well as various other types of financings for upstream oil and gas companies including oil sales prepayment facilities, project financings and second lien facilities. He speaks regularly at conferences on oil and gas financing and is a regular author on upstream oil and gas financing topics.
Christopher Thomson is an English-qualified lawyer working on projects and transactions in the energy sector. He was based in the Middle East from 2007 to 2014 and now lives and works in London. He specialises in work across the energy value chain, including host government agreements, corporate and assetbased transactions and commercial contracts for project operations and development. He has a particular focus on projects in Africa and the Middle East.
Partner, Ashurst LLP
Philip Thomson is a London-based partner who specialises in the development and financing of large-scale projects in the energy sector, acting for project sponsors, borrowers, lenders and host governments. His experience also includes structured finance, restructuring and M&A transactions in the energy sector. He has a particular focus on the LNG industry. Mr Thomson regularly works on transactions across Europe, the Middle East and Africa, as well as Asia. He was based in Ashurt’s Singapore office between 2010 and 2014.
Counsel, White & Case LLP
Anne-Marie Wicks is a counsel in the energy, infrastructure, project and asset finance group of White & Case LLP, based in the Middle East. Ms Wicks was previously based in White & Case’s London and Johannesburg offices and has extensive experience advising governmental entities, sponsors, developers and financial institutions on the development of large international projects, particularly in the Middle East and Africa. Ms Wicks’ experience covers the oil and gas, petrochemical, LNG and electricity sectors.
Ms Wicks has also gained considerable inhouse experience during an extended secondment to the legal department of a national oil company, where she was the in-house lead adviser on a variety of legal matters, including significant upstream and downstream transactions.
Partner, Ashurst LLP
Renad Younes is an M&A and projects energy partner with Ashurst in the Middle East. She holds degrees in law and sciences, and focuses on energy projects across the upstream, midstream, downstream and LNG sectors. She specialised in corporate transactions and projects for over 15 years while based in London and the Middle East.
In particular, she has led Ashurst teams on a number of leading mergers and acquisitions and projects in the energy sector, including some of the largest downstream and petrochemicals projects in the sector. In addition, she has been heavily involved in a number of large deals in North America, Europe, the Middle East and Asia, representing governments, lenders, sponsors and international oil and gas companies. She is recognised in independent guides as a leading energy lawyer.
Principal, Jennifer Zerk Consulting
Jennifer Zerk started her career as an oil and gas lawyer, and now works as a freelance researcher and analyst specialising in legal aspects of corporate social responsibility. Her work covers legal and commercial risk analysis, multi-stakeholder regulatory initiatives, crossborder regulatory regimes, domestic and international law reform, policy development and strategic planning. Dr Zerk has advised on several significant UN-led projects in the field of business and human rights, including as lead legal consultant on the Accountability and Remedy Project of the Office of the UN High Commissioner for Human Rights.