Oil & gas

 

Acquisitions and disposals of oil and gas interests

 

We have advised international oil companies, national oil companies, independents and investment funds on numerous acquisitions and disposals of oil and gas assets across the Middle East, Africa, CIS and the North Sea.  Our lawyers’ experience includes advising on the following:

 

  • acquisition of shares in an oil and gas company with multiple upstream assets in the Middle East, CIS and Africa

  • farm out of interests in upstream exploration assets in Egypt

  • bids for offshore upstream assets in Nigeria

  • farm out of interests in upstream exploration assets in Cote D’Ivoire

  • farm out of interests in upstream exploration assets in Tunisia

  • several farm-in agreements and SPAs in respect of assets in the Kurdistan Region of Iraq

  • indirect acquisition of a working interest in an exploration block in Thailand through the subscription of shares and on arrangements to synthesize a joint operating agreement in a corporate structure

  • farm-out of assets in Afghanistan and a joint bid for acquisition of new assets

  • merger of a new investment vehicle with a company holding interests in several PSCs in the Kurdistan Region of Iraq

  • disposal of an international oil company’s entire portfolio of upstream assets in Pakistan

  • acquisition of interests in several assets in the North Sea and the Netherlands continental shelf

Host government granting instruments

 

We have advised on host government granting instruments in multiple countries, including Afghanistan, Algeria, Azerbaijan, Bahrain, Colombia, Cote D’Ivoire, Egypt, Equatorial Guinea, Ethiopia, Gabon, Ghana, India, Indonesia, Federal Republic of Iraq, Kazakhstan, Kenya, Kurdistan Region of Iraq, Libya, Oman, Netherlands, Nigeria, Pakistan, Puntland, Qatar, Somaliland, Sudan, Tanzania, Thailand, Tunisia, Turkmenistan, Turkey, UAE, UKCS, Vietnam, and Yemen.  Our lawyers’ experience includes advising on the following:

 

  • the terms of the exploration, development and production service contract in Iraq’s 4th petroleum licensing round

  • different preferred bidders on negotiating production sharing contracts with the Ministry of Mines and Petroleum in Afghanistan’s first, second and third petroleum bid rounds

  • Middle Eastern national oil company on the form of a new concession agreement for a producing oil field

  • major international oil company regarding its development of an Iraq oilfield as lead contractor under the terms of a technical services contract, including on issues of Iraq law associated with establishing petroleum operations in Iraq (such as in relation to procurement, labour law and environmental issues) and advice on the terms of the technical services contract

  • national oil company on the redrafting of a concession agreement for a major producing oil field in Qatar

  • major international oil companies on decommissioning and abandonment liabilities in relation to the expiry of onshore concession agreements in the UAE

  • East African government in respect of its production sharing contracts

  • Nigerian oil company on a production sharing and technical services agreement and a cost sharing agreement in respect of assets in Nigeria

 

Joint venture and shareholder arrangements

 

We have extensive experience advising on joint ventures in the upstream sector, from joint bid and area of mutual interest (AMI) agreements to joint development and unitisation agreements.  We are very familiar with the AIPN model contracts and we have adapted such forms to suit non-standard projects.  Our lawyers have advised on the following:

 

  • major international oil company in relation to its withdrawal from a joint operating agreement and production sharing contract in respect of an upstream asset in the Middle East

  • major international oil company on various issues arising under a joint operating agreement in respect of a production sharing contract in Yemen (including force majeure)

  • Asian national oil company on its joint operating agreement for an offshore deep-water block in Equatorial Guinea

  • independent oil company on its rights in respect of a joint bidding agreement

  • independent oil company on a joint operating agreement for the potential development of unconventional oil play in the Middle East

  • independent oil company on the drafting and negotiation of joint operating agreements in respect of assets in Afghanistan

 

LNG, gas and petrochemical projects

 

We have extensive gas commercialisation experience and have advised project sponsors and financiers in relation to projects in the Middle East, Africa and Asia.  Our lawyers’ experience includes advising on the following:

 

  • lenders in respect of the bankability of a feedstock supply agreement for a polypropylene and high-density polyethylene plant in Central Asia

  • major international oil and gas company on the expansion of its petrochemicals project in Saudi Arabia in joint venture with a Saudi petrochemical company, including with respect to raw material/feedstock supply agreements and tolling agreements

  • Middle Eastern national petrochemicals company on feedstock supply and offtake arrangements in an ethylene dichloride project in Oman

  • state-owned company in relation to its role as buyer of gas under an interruptible gas sales agreement and in relation to its role as seller of gas under an interruptible gas sales agreement in the Middle East

  • GTL company on a gas commercialisation project in East Africa

 

Oilfield services

We have worked with governments and seismic companies to develop seismic acquisition frameworks and programs.  We have advised on onshore and offshore services agreements, provision, operation and maintenance of drilling rigs and other oilfield agreements and we are familiar with the LOGIC standard forms.  Our lawyers have advised on the following:

 

  • East African government in respect of a seismic acquisition program

  • seismic company on a framework agreement with a national oil company for acquisition of seismic data

  • on seismic acquisition agreements, drilling contacts and oilfield services agreements

 

Transportation and processing

 

We have experience advising on a range of transportation and processing projects, from acquisitions of stakes in major cross-border pipelines to operational and regulatory issues.  We are familiar with the Oil & Gas UK standard forms.  Our lawyers have advised on the following:

 

  • potential buyer on the acquisition of a stake in the Baku-Tbilisi-Ceyhan (BTC) pipeline

  • various confidential clients on issues relating to the transportation of oil in the Caspian Pipeline Consortium Project

  • gas transportation, distribution and supply company on the regulatory issues surrounding the postalisation of charging in the Northern Ireland gas transmission system and on the implementation of network codes for its transmission and distribution businesses

  • various companies on pipeline crossing, proximity and tie-in agreements, and tariff agreements

 

Operational and commercial

 

We are very familiar with standard form agreements used in the oil and gas industry, such as the AIPN model contracts.  We have dealt with a wide range of commercial and operating issues, from advising on setting up new operations to end of concession liabilities.  Our lawyers’ experience includes advising on the following:

 

  • major international oil company on a decommissioning agreement in respect of the expiry of a production sharing agreement in the Middle East

  • independent company on issues arising from joint operations in Afghanistan and Tunisia

  • international oil company in respect of an enhanced oil recovery project in the North Sea

 

Corporate restructurings

 

We have advised clients in the energy sector on complex restructurings of their operations.   For example:

 

  • conducting a risk review in relation to the acquisition of certain upstream assets by a national oil company and advising on a group and management restructuring to mitigate the risks identified

  • advising an oilfield services company on a group restructuring in relation to the hive-off of certain parts of its Middle Eastern business to a third-party buyer

  • major international oil company on the reorganisation of its business in the Kingdom of Saudi Arabia

 

Contractual/pre-dispute analysis

 

We use our oil and gas expertise to conduct pre-dispute analysis and advise on settlement negotiations.  Our lawyers have advised on the following:

 

  • major international oil company on an appropriate dispute resolution strategy for use in its master services agreement in Iraq

  • independent oil company on a potential dispute regarding cash calls under a joint operating agreement in respect of an asset in Central Asia

  • non-operator under a joint operating agreement in respect of an African asset on its rights to withhold cash calls and pursue claims against the operator

 

  • national oil company in relation to potential disputes under two exploration and production sharing agreements relating to the operator’s failure to satisfy its minimum work obligations and unauthorised withdrawal

  • various oil companies and oilfield services companies on the enforceability of industry standard exclusions and limitations of liability and indemnities under certain Middle Eastern laws

  • investment company in the quantum phase of an arbitration relating to oil concessions in the Kurdistan Region of Iraq

 

Regulatory and foreign direct investment

 

We regularly advise clients in the oil and gas sector on establishing operations in new jurisdictions and on regulatory issues associated with their operations.  Our lawyers have advised on the following:

 

  • multinational company in relation to its successful application to the Council of Competition for competition clearance in the Kingdom of Saudi Arabia in respect of a multi-billion-dollar merger

  • oilfield services arm of a national oil company on structuring a potential investment into a chemicals project in the Federal Republic of Iraq

  • oilfield services company in respect of an offshore project in the Islamic Republic of Iran

  • multinational company in respect of setting up and doing business in the Kurdistan Region of Iraq

  • multiple companies on doing business in the Middle East, including in relation to free zone and onshore establishments, agencies and distributorships

 

Other sectors 

We have a broad range of experience advising on M&A, concessions, joint ventures and commercial contracts in a number of industries.  Selected examples of our lawyers’ experience include advising on the following:

 

  • private clients on the disposal of shares in an Iranian industrial company

  • international commodities company in relation to UAE aspects of its multi-million dollar disposal of part of its oil storage business

  • mining company in respect of mineral tenders in Afghanistan

  • trading company on shipping, demurrage and quality claims

  • conducting a risk review in relation to the acquisition of certain upstream assets by a national oil company and advising on a group and management restructuring to mitigate the risks identified

  • real estate developer on a concession for a waste water processing plant in the UAE

  • joint venture to redevelop a football stadium into a mixed-use retail and residential space in Turkey

  • agreement for the lease and operation of a school in Dubai

 

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Limited Liability Company registered in Sharjah Media City (Shams) Free Zone, Sharjah, UAE under number 1701482.01