During this five-day workshop, participants will learn the practical aspects of petroleum law: how the law works in practice; how to read and comment on legal documents, procedures and regulations; and how to work with and assist members of their legal team. The principles of law and legal practice will be applied to typical legal documents and issues that arise as a company first enters a country to negotiate a host country agreement through the drilling of wells, field development and the negotiation of transportation, lifting and sales agreements. The program scope is broad, highlighting the most important legal and regulatory issues that exist in the different phases of the upstream and midstream petroleum business.
The instructional format consists of lectures and case discussions by an experienced faculty, team participation in Ganda (a challenging simulation business game), as well as group examination and discussion of legal documents and contracts that are typically found along the oil and gas value chain.
The program will be of most benefit to energy industry professionals who are currently working as mid-level managers, administrators, technical, and government personnel. It will be especially useful to individuals who routinely interact with lawyers in administering contracts, or who work with lawyers on business teams or in a negotiating setting. Young lawyers who have recently entered the petroleum business may also find this program to be of benefit.
Commercial law, how laws are organized: civil law, common law, topical laws and regulations, enforceability, difference between a law and a fact question, legal analysis. How the law profession is organized, lawyers inside and outside petroleum companies. International petroleum law basic principles.
How to use a lawyer fatal flaw analysis, universal common issues, local law, treaties, four selected common issues (export rights, banking and currency conversion, structure of foreign investment and environmental laws), example: Bilateral Investment Treaty.
Production sharing, tax and royalty, service contract, hybrid. Special problems contracting with a government authority, police power and expropriation, unilateral changes, sovereign immunity, stability clauses.
What they are and how they work, outline of provisions, most important issues, discovery vs. commercial discovery, standard of performance, project governance (plans, budgets, meetings, voting, disagreements, transfers, withdrawal, disputes, accounting). Unitization: concept and five major issues.
Offers, How they are made, bid solicitations (RFPs), terms. Acceptance, How it is made, varying terms, cultural and language issues in international contracting. Written contracts, Its importance, examination of important clauses. Oil and gas industry examples: Petroleum Service Agreements.
Three Models Corporation, partnership, unincorporated joint venture. Taxation Permanent establishments, double taxation, tax treaties, use of SPVs (tax deferrals and sales). Three structures compared Liability, taxation, operational considerations, acquiring and divesting interests in a business. Oil and gas industry examples.
Tort law Duty, negligence, vicarious liability, damages. Warranties Promises of quality or performance, warranties, disclaimers. Indemnity Risk sharing inside the contract, indemnities, provisions, enforceability. Insurance Risk sharing outside the contract, who is insured, primary insurance and contribution, subrogation.
The drilling contract review of offshore international drilling contract terms with discussion related to: liability, damages, warranties and disclaimers, indemnity, insurance. Drilling and the environment international corporate responsibility, environmental standards and lending, review and discussion of an environmental law in host government contracts and in the joint operating agreement, abandonment of operations.
Lifting Arrangements The terminal, quality bank contracts, lifting schedule preparation and implementation, failure to schedule or lift. Oil and Product Sales UCC sales law, UN sales law, sales law comparison of key terms, typical sales arrangement, standby letters of credit. Hedging Agreements: NYMEX standard agreement.
Pipeline Law Issues Right of way and condemnation, regulated vs. unregulated, tariff setting, access, capacity reservations, curtailments. Shipping Law Issues Admiralty law principles, vessel charters, bills of lading.
Natural Gas Law Issues: Physical and financial agreements, typical terms and conditions, natural gas pricing and major trading hubs, special considerations for LNG, natural gas pipeline contract terms, terms and conditions of standard forms.
Discussion of regulatory constraints on the Drilling and Completion of Unconventional Wells, Stability Clauses vs. Sovereignty Rights, Oilfield Codes of Conduct with respect to Good Oilfield Practices, Decommissioning Issues, Oil Spill Preparedness and New Arctic Regulations.
Company violations = personal jail time, when breach of a commercial contract can violate criminal law, bribery and corruption penalties (host & home countries); tax fraud. Business Ethics: bribery, insider trading, and human rights violations.
Disputes; local law, jurisdiction and courts; international arbitration; alternatives (experts & non-binding mediation); international court of justice.
The workshop setting is the Republic of Ganda, a small country located in East Africa across the border from the new oil discoveries in Uganda. Your company wishes to explore for oil and gas in Ganda and has approached the government to negotiate one or more exploration agreements, including a Concession Agreement and/or a Production Sharing Contract. Another company has expressed interest in participating with you in the ventures. Your team will analyze the opportunities and select the one it finds most appealing. You must then explore, develop, and produce the discovered hydrocarbons and make key market decisions. Your responsibilities are to review all legal documents beginning with the negotiation of the host country agreement through the crude oil and natural gas sales and transportation agreements. You will manage field production through its 20 year life cycle.
The sessions include: