The Encyclopaedia of Upstream Oil and Gas
Fully updated, this new edition provides additional sections on (i) international laws and treaties with direct impact on the upstream sector, (2) anti-corruption laws and practices, (3) corporate and social responsibility, (4) oil and gas service contracts, (5) confidentiality agreement, among others.
This updated edition provides the unique combination of an encyclopaedia with commentary for the entire chain of petroleum activities. The encyclopaedia deals exclusively with upstream activities. First, it deals with all types of petroleum title with the host government (eg, concession agreements, production sharing agreements and service agreements). Second, it covers all the relevant consortium agreements between investors (eg, joint bidding agreement, joint ventures and joint operating agreements). It also deals with the relevant players in the sector varying from the international oil company to the national oil company; the relevant regulations in the sector (eg, petroleum law, fiscal terms, health, safety and environment and procurement) and the key mechanisms for raising funds in the upstream sector. Lastly, the book covers acquisition mechanisms with government authorities and private parties, and the key issues concerning governing law and dispute resolution.
This new edition provides additional sections on (i) international laws and treaties with direct impact on the upstream sector, (2) anti-corruption laws and practices, (3) corporate and social responsibility, (4) oil and gas service contracts, (5) confidentiality agreement, among others.
This encyclopaedia will serve as a valuable tool for lawyers, professionals in industry, consultants, academics, engineers, geologists who are interested in understanding the key legal terms and provisions of the oil and gas industry.
Table of Contents
|Table of Contents||3|
|Part I: Petroleum title||9|
|Royalty and tax regime||9|
|Production sharing agreements||43|
|Part II: Consortium agreements||95|
|Joint bidding agreements||101|
|Joint study and bidding agreements||117|
|Joint venture agreements||129|
|Joint operating agreements||141|
|Joint sales and marketing agreements||161|
|Unitisation and unit operating agreements||177|
|Part III: Key stakeholders||195|
|National oil companies||195|
|International oil companies||209|
|Oil companies’ transition to a global energy market||217|
|Part IV: Regulatory framework||235|
|Health, safety and the environment||245|
|Public procurement in the upstream oil and gas industry||257|
|Applicable laws, part I: ABC||281|
|Applicable laws, part II: International law||287|
|Corporate and social responsibility in the oil and gas industry||291|
|Part V: Finance||299|
|Part VI: Mergers and acquisitions||351|
|Direct acquisition from the host government: bid rounds||351|
|Part VII: Governing law and dispute resolution||381|
|About the authors||399|
|About Globe Law and Business||408|
The new edition of Globe Law and Business' The Encyclopaedia of Upstream Oil and Gas is an a excellent new addition to the bookshelf of any lawyer, academic or, indeed, anyone involved, in the oil and gas industry.
Its encyclopaedic coverage of this global industry and the commentary and advice therein ranges, from the informational and enlightening, to the positively startling.
Elizabeth Robson Taylor MA of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers, Reviews Editor, “The Barrister”, and Mediator
Managing partner, Sefton Fross
Olayemi Anyanechi is the managing partner of Sefton Fross, a leading Nigerian law firm. She has over twenty years’ experience in energy and natural resources law, banking and finance as well as mergers and acquisitions and has advised on the largest energy divestments and financings in Nigeria. She is recognised as one of the leading finance and energy and infrastructure lawyers in Nigeria by Legal 500, IFLR1000, Who’s Who Legal and Chambers and Partners.
Ms Anyanechi has an LLM in Corporate and Commercial Law from Wolfson College, University of Cambridge and an LLB from the University of Ibadan, Nigeria, where she graduated top of her class and was a recipient of several academic awards. She was also a Chevening Scholar and a Pegasus Scholar of the Inner Temple.
She serves on the boards of several energy companies and is currently the chairman of the Mergers, Acquisitions and Corporate Reorganisations Committee of the Nigerian Bar Association Section on Business Law and the Regional Representative (Africa) of the International Bar Association Power Law Committee.
Director, Resources Energy Consulting
Dario Arias is co-founder and partner at Resources Energy Consulting based in South America, and former senior counsel of Qatar Petroleum (QP). He holds an LLM in mineral law and policy from the Centre for Energy, Petroleum and Mineral Law and Policy, University of Dundee (Scotland) and an LLM in business law from Austral University (Argentina).
Mr Arias has been involved on a number of teams that have negotiated transactions for over 15 years, mainly in mining and oil and gas; and he has participated in the discussion and drafting of several oil and gas regulations. He also worked as an exploration and production (E&P) in-house counsel for YPF, Repsol, Petrobras, BG Group plc and Qatar Petroleum, in South America and the Middle East and North Africa (MENA) region. He has performed as arbitrator and counsel in a number of dispute resolution proceedings involving international oil companies (IOCs). He lectures and has written for a number of oil and gas, mining and environment publications. In 2016 he was appointed executive vice president for administration, operations and finance at the Catholic University of Salta (UCaSal), Argentina.
Thomas J (TJ) Auner
Associate, Thompson & Knight LLP
TJ Auner is an associate in Thompson & Knight’s international energy practice group where he focuses his practice on cross-border energy transactions and dispute resolution matters. His experience includes matters involving the Association of International Petroleum Negotiators (AIPN) Model Form Joint Operating Agreement, unitisation agreements, divestments, exploration, development, production, investor-state relations, anti-corruption (FCPA), economic trade sanctions, and the enforceability of foreign arbitration awards. Mr Auner’s disputerelated matters have been before federal and state courts as well as domestic and international arbitration tribunals. Mr Auner received his JD from Loyola Law School Los Angeles and a bachelor’s degree in public policy from the University of Southern California. He is an advisory board member for the Institute of Transnational Arbitration as well as a member of the Association of International Petroleum Negotiators.
Marcelo Amorim Bastos
Founder and managing partner, B-in Partners LLC
Marcelo Amorim Bastos is the founder and managing partner of B-in Partners LLC, an oil and gas consulting firm focused on Brazilian markets and offshore operations. Marcelo has 18 years of experience working internationally in the oil and gas industry. He worked for 15 years at Petrobras as senior manager in the business performance department, where he was responsible for the evaluation of Petrobras’ assets and subsidiaries, and previously as an international tax manager, where he led the tax planning strategy and analysed fiscal regimes of several Petrobras’ ventures in African countries, Latin America and the United States, among other jurisdictions. Marcelo has a bachelor’s degree in business administration, holds an MBA from the University of Houston – Bauer College and an MBA in finance from the Federal University of Rio de Janeiro.
José Alberto Bucheb
Partner, Geolagos, Geology and Environmental Consulting; B-in Partners LLC
José Alberto Bucheb holds bachelor’s degrees in geology from the State University of Sao Paulo, in law from the State University of Rio de Janeiro and in business administration from the Federal Rural University of Rio de Janeiro. He has a master’s degree in geophysics from the Federal University of Para and a master’s degree in international law from the State University of Rio de Janeiro. He also has a PhD in geology from the State University of Rio de Janeiro, Brazil.
Mr Bucheb has authored the books: International Arbitration in the Petroleum Industry and Petroleum Law and The Regulation of the E&P Activities in Brazil, both in Portuguese. He worked for Petrobras, the Brazilian national oil company, from 1980 until 2017. Before assuming the position of manager of the Petrobras Corporate University, he acted as the joint ventures manager of E&P activities of the pre-salt. In 2017 he joined Geolagos, a Brazilian geology and environmental consulting firm and B-in Partners LLC, an oil and gas consulting firm focused on Brazilian markets and offshore operations.
Barrister, 4–5 Gray’s Inn Square
Paul Cohen practices as a barrister in London and is also a member of the New York Bar. He specialises in international dispute resolution and cross-border investigations. Mr Cohen has extensive experience with arbitration of international oil and gas disputes, including some of the most consequential such disputes of their time. He has overseen major international investigations involving allegations of bribery and corruption related to the procurement of hydrocarbon contracts. Mr Cohen co-created and ran the Oil and Gas Arbitration Blog (Ogablog) while serving as a partner in the New York Office of Thompson & Knight LLP. He holds a law degree from Columbia and a PhD from the University of Oxford.
Associate, Stephenson Harwood LLP
James Day is an associate in the oil and gas group at Stephenson Harwood. He regularly advises on a range of cross-border energy transactions, including M&A, joint ventures, private equity and corporate advisory matters. His practice involves a variety of upstream corporate oil and gas transactions across Africa, Latin America and the North Sea. Mr Day also has particular experience in the Middle East, where he has spent time advising multinational companies on their acquisitions and divestments and associated foreign direct investment structures across the Middle East and North Africa region. He is a member of the Association of International Petroleum Negotiators.
Andrew B Derman
Partner, Thompson & Knight LLP
Andrew Derman serves as Thompson & Knight’s international energy practice group leader and chairman of Thompson & Knight Global Energy Services. With a concentration on oil and gas investment projects and crossborder transactions, he focuses on providing legal and commercial support in connection with acquisitions, divestments, trades and mergers; strategic commercial and business advice; large infrastructure projects; nationalisation/expropriation; anti-corruption and economic sanction advice; unitisations; boundary disputes; exploration, development and production operations; production sharing contracts; joint operating agreements, farmout agreements, and other oil and gas contracts; negotiations; and dispute resolution, including acting as an advocate, expert witness and arbitrator. He has assisted clients in more than 80 countries on six continents.
Prior to joining the firm, Mr Derman served as in-house counsel and an executive for a large international oil and gas company for nearly 20 years. He is board certified in oil, gas and mineral law by the Texas Board of Legal Specialisation and has been named among the ‘Leaders in Their Field’ by Chambers as well as The Best Lawyers in America®.
Yanal Abul Failat
Senior associate, LXL LLP
Yanal Abul Failat is an associate lawyer at LXL LLP in London. He principally advises mining and oil and gas companies globally on contentious and non-contentious matters including corporate governance, mergers and acquisitions, joint ventures, licensing and regulation, and petroleum contracts across the entire supply chain (upstream, midstream and downstream). He has cross-border experience in major corporate transactions and projects across Europe, the Middle East, Russia and South East Asia and has an interest in national and international space law.
Mr Failat’s litigation record includes representing international energy companies, manufacturers, service providers and individuals in commercial disputes and the effective enforcement of judgments and awards.
Senior legal counsel, Schlumberger
Andrea Falcão has been serving Schlumberger since February 2012, when she joined as senior legal counsel of Brazil and Uruguay, supporting Schlumberger’s operations in such countries. In August 2016, transferred from Rio de Janeiro to Houston, she took the role of senior legal counsel of Schlumberger Land Rigs, dedicated to the joint venture NEORig. Since January 2019 she has been based in Clamart, France, where she oversees the legal function of the technology group supporting Schlumberger’s tech centres in Europe. Before joining Schlumberger Ms Falcão was a partner for the oil and gas practice in two prestigious law firms in Brazil, where she spent 20 years rendering services for operators and services companies, including Schlumberger, in several matters, including litigation, regulatory and contracts.
Ms Falcão holds a degree in law from the Universidade Candido Mendes and an executive postgraduate degree in oil and gas (master’s in business of petroleum) from the Federal University of the Rio de Janeiro State.
Technician consultant, Petrobras
Marcelo Gauto holds a bachelor’s degree in industrial chemistry from the Federal University of Rio Grande do Sul. He has a postgraduate degree in petroleum engineering and an MBA in oil, gas and energy management. Mr Gauto has over a decade of experience in teaching technical courses on chemical processes and unitary operations. He has authored and co-authored books and articles on the chemical and petroleum industry in Brazil. He currently works as a Petrobras refining and natural gas technician.
Senior associate, Shearman & Sterling LLP
Ryan Gawrych is a senior associate in the project development and finance team at Shearman & Sterling, based in London and Abu Dhabi. He specialises in upstream oil and gas transactions and projects, and has advised a wide range of clients across the Middle East, Africa and Asia on production sharing contracts, joint ventures, farm-in agreements, asset acquisitions and disposals, operation and maintenance arrangements, off-take arrangements and asset sharing arrangements.
Partner, Stephenson Harwood LLP
Marc Hammerson is a partner in and head of Stephenson Harwood’s oil and gas group. He is an international lawyer with 25 years’ experience advising on M&A, project development and gas sales with a particular focus on transactions relating to assets in countries at the early stages of oil and gas developments. He is a member of the Association of International Petroleum Negotiators.
William M Katz, Jr
Partner, Thompson & Knight LLP
William M Katz is the co-chair of Thompson & Knight’s international arbitration practice group. He specialises in complex arbitration and litigation matters, with a focus on the oil and gas industry.
He has represented global oil and gas companies in a variety of disputes, including those involving operating agreements, joint venture agreements, and sale and purchase agreements. He is a frequent speaker and author on international arbitration issues. Chambers USA directories have praised Mr Katz for his ability to develop “effective strategies in complex disputes” and his “good reputation, which is well deserved”, and describe him as “very knowledgeable” and an “A+ litigator who would be on anyone’s list of lawyers if you had a problem”.
Senior associate, Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados
Danielle Ludwig is a senior associate in the oil and gas department of Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados in Rio de Janeiro. She is currently based in the Mattos Filho London office. She represents clients in oil and gas projects, as well as renders legal assistance in corporate, contractual and regulatory matters. She has been heavily involved in a series of merger and acquisition transactions in Brazil and assisted foreign and domestic oil companies in the Bid Rounds promoted by the Brazilian National Oil Agency.
Ms Ludwig holds an LLM degree from Northwestern University in Chicago; a postgraduate qualification in Corporate Law and a specialisation in Oil and Gas Business and Regulations, both from Fundação Getúlio Vargas (FGV) in Rio de Janeiro; a bachelor’s degree in law from Universidade do Estado do Rio de Janeiro (UERJ); and she also has an elementary certificate in European and French Law from the Université Panthéon-Assas (Paris II). Ms Ludwig participated in the Associate Training Program as a visiting attorney at Thompson & Knight’s office in Dallas. She is fluent in Portuguese, English, German and French.
Senior associate, Herbert Smith Freehills LLP
Anthony Martinez is a corporate and commercial lawyer with a focus on the energy and natural resources sector, including the oil and gas, liquefied natural gas and petroleum products sectors. His experience includes advising on complex cross-border mergers and acquisitions, joint ventures, project development and corporate advisory matters across the energy value chain in both mature and emerging markets, as well as three years working as in-house counsel at a major commodities trader.
Partner, Thompson & Knight LLP
Andrew Melsheimer is a partner in Thompson & Knight’s international energy practice group where he concentrates his practice on managing arbitrations and other disputes, assisting clients with transactions and economic trade sanctions, and providing strategic commercial and business advice. Mr Melsheimer’s transactional experience includes acquisitions, divestments, trades and mergers; exploration, development and production matters; and anti-corruption (FCPA) and economic trade sanctions. He also handles both commercial and investment disputes before domestic and international arbitration panels as well as federal and state courts throughout the United States. He also has inhouse experience through his secondment to an international energy company.
He received a JD and bachelor of civil law from Louisiana State University, Paul M Hebert Law Center; a master of international business studies from the University of South Carolina; and a BS in international trade and finance from Louisiana State University.
Partner, co-head of corporate, CMS Cameron McKenna Nabarro Olswang LLP
Iain Newman co-heads the corporate group at CMS. His clients include UK and international companies (principally in the listed arena) and institutions. Focus areas include advising on acquisitions, disposals, joint ventures, initial public offerings, secondary fundraisings and takeovers (recommended or hostile), including a significant number of transactions in the oil and gas sector. His clients include companies listed on a variety of markets including the United Kingdom (Main Market and AIM), Canada, Sweden and others. He has also provided strategic advice to boards in relation to boardroom disputes, investigations and refinancing arrangements.
He was a member of the London Council of the CBI for many years and has been a director of an online retailing business. He has been recommended in the Chambers and Legal 500 directories since 2001 for M&A and IPOs. He has also been named a leader in his field in Chambers Europe and a range of other directories.
Head of legal, Russia, Repsol
Anna Ovcharova is head of legal Russia at Repsol. She deals with mergers and acquisitions, new ventures and integration in diversified oil and gas projects, including large scale international projects. She focuses on corporate, energy and natural resources law and has significant experience in mergers and acquisitions and joint venture projects.
Ms Ovcharova has recently supported the establishment of joint ventures with the IOC’s strategic partner in Russia and several upstream offshore projects (Russian and international offshore territories). In addition, she supported the bidding consortium in the first bid round for a production sharing agreement in Brazil, the acquisition of concession rights on oil and gas fields located in Brazil, including structuring and formalising the contractual joint venture relations among the partners, post-closing support (secondment and operational matters), and the establishment of a bunkering joint venture. Ms Ovcharova is a published author in Russian and international legal magazines and books.
She has a PhD and holds two master’s degrees in law.
Partner, Veirano Advogados
Luis Pacheco heads the infrastructure and natural resources practice group at Veirano. This includes the oil and gas industry subgroup. He is a recognised expert in all areas of upstream, downstream and midstream oil and gas transactions. Mr Pacheco frequently leads sophisticated transactions on behalf of international blue-chip oil and gas companies and is considered by specialist publications as one of the inner circle of oil and gas lawyers in Brazil. He is a frequent speaker in Brazil and at international conferences.
Mr Pacheco’s early career included working as a foreign associate at one of the largest global law firms and in Brazil as an international partner until 2005. He also acted as a member of the administrative tax court of the Brazilian minister of Finance and former Latin American regional director for the Association of International Petroleum Negotiators.
Note that Mr Pacheco’s bio remains as published in the previous edition.
Professor of law, University of Aberdeen
John Paterson is professor of law at the University of Aberdeen and a founder member of its Centre for Energy Law. He has worked on a number of international research, teaching, training and consultancy projects in energy law and has published widely on a range of topics in the field. He is co-editor of UK Oil and Gas Law: Current Practice and Emerging Trends, published in two volumes by Edinburgh University Press and now in its third edition. He has recently held visiting professorships at the National University of Singapore and at the Chinese University of Hong Kong teaching international oil and gas law. He coordinates Aberdeen’s involvement in the North Sea Energy Law Programme (with the universities of Copenhagen, Groningen and Oslo). Recent publications include “Production Sharing Agreements in Africa: Sovereignty and Relationality” in the Ethiopian Yearbook of International Law 2019.
Partner, Shearman & Sterling LLP
Anthony Patten is a partner in the project development and finance team at Shearman & Sterling, based in Singapore. He is also the head of the firm’s global oil and gas practice. He has advised governments, national oil companies, oil companies, trading houses and lenders on oil and gas transactions and projects for more than 20 years. Prior to joining Shearman & Sterling, Mr Patten was a senior in-house counsel with Royal Dutch Shell in London and Dubai.
Eduardo G Pereira
Professor of natural resources and energy law, Siberian Federal University
Eduardo G Pereira has been active in the oil and gas industry for over 10 years and is an international expert on joint operating agreements. He has oil and gas practical experience in over 40 jurisdictions covering the United States, Europe, Africa and Asia. Professor Pereira concluded his doctoral thesis on oil and gas joint ventures at the University of Aberdeen. He conducted postdoctoral research at the Oxford Institute for Energy Studies (University of Oxford) and another postdoctoral research at the Scandinavian Institute of Maritime Law (University of Oslo).
He is a professor of natural resources and energy law as a full-time scholar at the Siberian Federal University and a part-time, adjunct and/or visiting scholar in a number of leading academic institutions around the world. He is also a managing editor for the African Journal on Energy, Natural Resources and Environmental Law and an associate editor of Oil and Gas Energy Law (OGEL). He is also the author and editor of several leading oil and gas textbooks. Further information about his profile and publications can be found at: www.eduardogpereira.com
Partner, CMS Cameron McKenna Nabarro Olswang LLP
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/CIS, South East 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.
Partner, CMS Cameron McKenna Nabarro Olswang LLP
Jack Shepherd is a partner in the corporate group at CMS, specialising in equity capital markets and M&A. He advises corporate clients and investment banks, working with a diverse range of businesses across different sectors, including the oil and gas sector. Mr Shepherd has completed numerous IPOs and secondary issues on both the Main Market and AIM as well as public takeovers (both recommended and hostile). He is recommended in the Legal 500 for small/midcap flotations and is a member of the Quoted Companies Alliance’s corporate governance committee.
Professor of energy law, Tulane University
Kim Talus is the holder of the James McCulloch chair in energy law at Tulane University and the founding director of the Tulane Centre for Energy Law. He is also a parttime professor of European energy law at UEF Law School and part-time professor of energy law at University of Helsinki.
His extensive experience in research and consultancy has centered around international, comparative and European energy law. He has authored and co-authored more than 160 publications. Mr Talus’ work has awarded him with many recognitions, including The Willoughby Prize in 2005, for outstanding article published in the Journal of Energy and Natural Resources Law.
In addition to his role as the editor-in-chief for OGEL, he is a member of the editorial board for AIPN’s Journal of World Energy Law and Business.
He works frequently with companies, public authorities and governments in various areas of energy law and policy. His recent assignments relate to EU and international law aspects of large-scale infrastructure investments, upstream oil and gas as well as investment disputes.
Partner, Ashurst LLP
Huw Thomas is a partner in the resources team at Ashurst and specialises in financing for upstream oil and gas companies, including reserve based lending, acquisition financing, corporate facilities, sale and leaseback, export credit agency and multi-lateral agency financings and restructurings.
His clients include upstream oil and gas companies, oil services companies and financiers. Landmark transactions which Mr Thomas has advised on include: the largest ever oil and gas reserve based financing in the Europe, Middle East and Africa (EMEA) market – a $5 billion facility for Lundin Petroleum AB; the financing of the acquisition of a portfolio of assets in the UK North Sea for Siccar Point Energy; and the restructuring of the indebtedness of EnQuest Plc, which was one of the most complicated restructurings in the UK North Sea.
He also has experience of high yield bond issuances for oil and gas companies, derivatives transactions and alternative financing structures including forward sales and stream financing.
Debra J Villarreal
Partner, Thompson & Knight LLP
Debra Villarreal is a partner in the oil and gas section of Thompson & Knight LLP in Dallas, Texas. Her practice focuses on the acquisition and disposition of onshore and offshore oil and gas properties. She represents clients in strategic design, negotiations and contract preparation for joint development and exploration activities and acquisitions and divestitures of oil and gas properties throughout the United States.
Ms Villarreal holds a JD from Kansas University of Law School, where she was on the Law Review and was Order of the Coif and Phi Kappa Phi. She was named “Best Dallas Oil and Gas Lawyer for 2014” by The Best Lawyers in America by Woodward/White Inc.