International Joint Ventures and Strategic Alliances in the Oil and Gas Industry

Set robust frameworks to accelerate growth and generate greater returns

Attend this three-day interactive programme for commercial and legal Oil and Gas professionals to:

  • Select the right partner to grow your business
  • Identify key objectives and strategies to create value
  • Share risks and rewards to generate greater benefits
  • Analyse and allocate risks
  • Understand contractual structures and processes

What is the programme about?

Accessing new markets, reducing costs, sharing risks, exploiting synergies and increasing revenues are key reasons for forming international joint ventures (IJVs) in capital-intensive industries. Although these partnerships are an attractive business model, they often are not voluntary but unavoidable. No matter what the nature of the alliance is, interests and motivations of the involved parties can differ significantly affecting the strategic concepts and daily operations. It is now essential to ensure a robust contractual framework to protect your interests and exploit the advantages of your IJV to the fullest.

Attending this intense three-day programme will guide you through the process of forming successful and robust partnerships protecting your interest and generating increased returns.

Oil and Gas professionals who want to gain a deeper understanding of strategic alliances and opportunities to drive their business forward, working in and across the following functions:

  • Commercial Manager
  • Finance Manager
  • Business Development Manager
  • Joint Venture Manager
  • Strategy Planner
  • In-house counsels
  • Business Analys
  • Contract Manager
  • Legal Advisor and Analyst

MODULE 1: KEY CONSIDERATIONS IN OIL AND GAS JOINT VENTURE AGREEMENTS

Background – Setting the Scene

  • The industry and key drivers
  • Selecting the right partner
  • Contractual structure and process
  • Why Joint Ventures?
  • Reasons for a Joint Operating Agreement
  • Sharing risks and rewards
  • Model form contracts
  • Contractual and fiscal structures

Host Government – Obligations and Rights

  • Political risks
  • Sovereign immunity
  • Land issues
  • Currency and exchange rates
  • Assistance, consents
  • Local content requirements
  • General Legal Issues
  • Different legal systems
  • International law
  • Conflicting laws
  • Safety
  • Environmental law
  • Dispute Resolution
  • Preliminary Agreements
  • Letters of intent
  • Side letters
  • Options
  • Tendering and inquiry package

Confidentiality Agreements

  • Form
  • What is confidential information?
  • Limitations and restrictions
  • Return of information
  • Right to disclose
  • Duration


MODULE 2: DIFFERENT TYPES OF OIL AND GAS JOINT VENTURE AGREEMENTS

Area of Mutual Interest Agreement (AMI)

  • Purpose
  • Appointment of operator
  • Non compete
  • Cost sharing/Data exchange
  • Agreed JOA
  • Duration
  • Joint Bidding (Application) Agreements
  • Purpose – difference to AMI
  • Scope and duration
  • Parties interests/Liabilities
  • Management committee
  • Evaluation, programme and budget
  • License application procedure

Workshop 1: Joint Operating Agreements

  • Parties
  • Exclusivity
  • Operator
  • OpComm
  • Cost control and contracting
  • Transfers
  • Withdrawal

Workshop 2: Joint Operating Agreements

  • Liabilities
  • Decommissioning
  • Default
  • Boilerplate provisions


MODULE 3: KEY TACTICS FOR NEGOTIATING OIL AND GAS INDUSTRY JOINT VENTURES

Negotiation tactics

  • Being an effective negotiator in the oil and gas industry
  • Planning tools
  • Options for objectives – Slicing or expanding the pie
  • Creating value
  • Identifying your objectives and strategy
  • Strategy variables – BATNA and ZOPA
     
Practical Exercise: Negotiation simulation
Examine the key challenges and review new tactics in a negotiation simulation based on and Oil and Gas Joint Venture. This will generate constructive feedback to apply to your next negotiation.


MODULE 4: STANDARD TERMS AND CLAUSES IN OIL AND GAS JOINTVENTURE AGREEMENTS

Commercial Terms in Licensing and Concession Agreements

  • Fiscal arrangements
  • License fees
  • Royalties
  • Taxation Bonuses
  • Penalties

Practical Workshop: Force Majeure
Analyse and draft force majeure clauses using the following criteria:

  • The concept of Force Majeure
  • Changing circumstances and unforeseen events
  • Hardship clauses
  • Defining the events/Typical claims
  • The termination period
  • Re-execution/re-negotiating
  • The Doctrine of Frustration

Liabilities and Damages

  • Contractual damages
  • Liquidated and Ascertained Damages
  • Penalties
  • Exclusion of damages
  • Limitation of damages

Practical Workshop: Liabilities and Damages
Participants will work in groups to review the structure and wordings of different liability clauses with feedback from the expert trainer.


Boilerplate Clauses

  • Entire agreement
  • Governing law
  • Health, safety and the environment
  • Insurance
  • Litigation management
  • Notices
  • Secondment
  • Third party performance
  • Warranties and representations

Risk Identification and Allocation

  • Construction risk
  • Permitting and license
  • Change of law
  • Material adverse change
  • Compensation and termination/Step in
  • Allocating risk

Drafting Contractual Guarantees and Warranties

  • Advance payment guarantees
  • Retention bonds
  • Performance guarantees
  • Parent company guarantees
  • Sample clauses

Specific Problems Encountered When Working Within Different Jurisdictions

  • Applicable laws
  • Host government petroleum regimes
  • Host government contracts
  • International practice
  • Anti-trust/competition issues
  • Anti-corruption regulations

Dispute Resolution

  • Litigation
  • Arbitration
  • Mediation
  • Expert determinations
  • Typical clauses used in oil and gas JV’s
Course Categories

Topics Covered: 

Joint Ventures

Course Testimonials

“My experience with Clarion Training was pleasant and the facilities were accommodating. It was most useful and interesting to understand the key content of contracts and which areas to pay particular attention to.”
 

Alex Read, Business Analyst Tullow Oil UK

Delivered by

(PROF) OBE, FRSA

Arun Singh (PROF) OBE, FRSA is an international lawyer and consultant.

Dates & Locations



This course is only available as a custom course tailored for your business, contact us to discuss your requirements.