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Joint Operating Agreements: A Practical Guide 3rd ed

Joint Operating Agreements: A Practical Guide 3rd ed

  • 作者:
  • 出版商: Globe Law and Business
  • ISBN: 9781909416628
  • Previous Edition ISBN: 9781905783885
  • 出版时间 May 2015
  • 规格: Hardback
  • 适应领域: U.K. ? 免责申明:
    Countri(es) stated herein are used as reference only
New Edition is available now !
  • 描述 
  • 大纲 
  • 详细

    This new third edition of the leading work on joint operating agreements (JOAs) provides a pragmatic examination of the provisions of a typical JOA in the order that they appear, with a particular focus on the critical issues of scope, the operator’s role, joint and exclusive operations, default, transfers and decommissioning. There is also practical analysis of the key issues which apply to the operation of any JOA and the positions which are taken in the various leading industry model form contracts. The perspectives of the operator and non-operator are addressed, along with a consideration of the domestic and international standards which will apply to a petroleum project.

    The third edition highlights changes in the JOA world since the second edition and includes three new chapters (with increased focus on incorporated joint venture structures, contracting and forfeiture of interests) and four new appendices (addressing model form JOAs, joint study and bid agreements, the collateralisation of JOAs and the content of JOAs for unconventional petroleum developments).

    Author Peter Roberts is the managing partner of the London office of leading US oil and gas law firm Andrews Kurth LLP. He is also the general editor of the Association of International Petroleum Negotiators’ Journal of World Energy Law & Business.

    Joint Operating Agreements, Third Edition: A Practical Guide is an essential addition to the library of any lawyers, commercial managers, advisers, engineers or financiers who are engaged in the development of petroleum exploration and production projects worldwide.

  • Table of contents
    Introduction
    Glossary
    1. First principles
    1.1 Mineral laws and concessions
    1.2 The role of the JOA
    1.3 Hybrid concession/JOA structures
    1.4 The logic for a joint venture
    1.5 Model form contracts
    1.6 North American leasehold interests
    1.7 Evolution of the JOA
    1.8 The JOA’s economic profile
    2. Incorporated joint ventures
    2.1 Introducing the incorporated joint venture
    2.2 The role of the shareholder agreement
    2.3 Incorporated and unincorporated joint ventures together
    3. Duration
    3.1 Commencement
    3.2 Term and termination
    3.3 Surviving provisions
    3.4 Pre-JOA arrangements
    3.5 Chronology of the JOA
    4. Parties and participating interests
    4.1 The parties
    4.2 Affiliates
    4.3 Participating interests
    4.4 Joint property
    4.5 State participation
    4.6 Carried interests
    4.7 Illustrative agreements
    5. Scope
    5.1 Joint operations
    5.2 Excluded activities
    5.3 Expanding the scope
    5.4 Definition of the scope
    5.5 Modification of the scope
    6. Exclusive operations
    6.1 Defining exclusive operations
    6.2 Exclusive operations mechanics
    6.3 Buy-back rights
    6.4 Excluding exclusive operations
    7. The operator
    7.1 The operator’s advantage
    7.2 Selection of the operator
    7.3 The role of the operator
    7.4 The locus of the operator
    7.5 Removal of the operator
    7.6 Hybrid operators
    8. The operating committee
    8.1 The role of the operating committee
    8.2 Operating committee mechanics
    8.3 Subcommittees
    8.4 Voting control
    9. Budgets, cashcalls and payments
    9.1 The funding cycle
    9.2 Work programmes and budgets
    9.3 Authorities for expenditure
    9.4 Cashcalls and invoice requests
    9.5 Payment obligations
    9.6 Dealing with default
    10. Contracting
    10.1 Procurement options
    10.2 Third-party contracts
    10.3 Affiliate contracts
    10.4 Federal contracts
    10.5 Contributions in kind
    10.6 Awarding of contracts
    11. Petroleum allocation, lifting and disposal
    11.1 Petroleum allocation
    11.2 Petroleum lifting
    11.3 Petroleum disposal
    11.4 Production-sharing contract allocation
    12. Transfers
    12.1 Transfers under applicable law
    12.2 Transfer mechanics in the JOA
    12.3 Incomplete transfers
    12.4 Pre-emption rights
    12.5 Change of control
    12.6 Affiliate transfers
    13. Withdrawal and surrender
    13.1 The withdrawal principle
    13.2 Reconciling withdrawal with the concession
    13.3 The mechanics of withdrawal
    13.4 Withdrawal and continuing costs
    13.5 Partial withdrawal
    13.6 The consequences of withdrawal
    13.7 Use of the withdrawal mechanism
    14. Liabilities
    14.1 The operator’s liability to the parties
    14.2 Liability allocation between the parties
    14.3 Liability for exclusive operations
    14.4 Third-party liabilities
    14.5 Liabilities and insurance
    14.6 General liability
    15. Decommissioning
    15.1 The decommissioning phase
    15.2 The regulatory regime
    15.3 Collateral support for decommissioning costs
    15.4 Decommissioning and the JOA
    15.5 Decommissioning on the UK continental shelf
    16. Default
    16.1 Consequence of default
    16.2 Definition of default
    16.3 Reaction to default
    16.4 Remedies for default
    16.5 Mortgage and lien protection
    16.6 Interest sales
    17. Forfeiture
    17.1 Meaning of forfeiture
    17.2 Forfeiture as a penalty
    17.3 Relief against forfeiture
    17.4 Anti-deprivation
    17.5 Forfeiture of the concession
    17.6 Forfeiture by any other name
    17.7 Withering interest forfeiture
    18. Dispute resolution
    18.1 Dispute resolution principles
    18.2 Dialogue
    18.3 Expert determination
    18.4 Arbitration
    18.5 Litigation
    18.6 Arbitration or litigation?
    18.7 Consolidation
    18.8 Confidentiality
    18.9 Jurisdiction
    18.10 Sovereign immunity
    19. Accounting procedure
    19.1 Model form accounting procedures
    19.2 Accounting principles
    19.3 Contents of the accounting procedure
    19.4 Accounting procedure issues
    20. Other provisions
    20.1 Confidentiality and announcements
    20.2 Corporate and social responsibility
    20.3 Entire agreement and amendment
    20.4 Force majeure
    20.5 Governing law
    20.6 Health, safety and the environment
    20.7 Insurance
    20.8 Litigation management
    20.9 Notices
    20.10 Secondment and teams
    20.11 Taxation
    20.12 Third-party involvement
    20.13 Warranties and representations

    Appendices
    A: Model form JOAs
    A1. Industry forms
    B: Operator and non-operating party perspectives
    B1. The operator’s perspective
    B2. The non-operating parties’ perspective
    B3. Reconciling the operational perspectives
    B4. To operate or not
    C: The joint study and bid agreement
    C1. The rationale for a JSBA
    C2. Preparing for entry into a JSBA
    C3. The content of a JSBA
    C4. Migration to a JOA
    C5. Exclusivity
    C6. Third parties and transfers
    C7. Application procedure and voting
    C8. Withdrawal
    C9. Default
    C10. Warranties
    D: Partnership and the JOA
    D1. Definition and consequences of partnership
    D2. The JOA as a partnership
    E: Farm-outs and the JOA
    E1. The role of the FOA
    E2. Issues with the FOA
    F: Unitisation and the JOA
    F1. The mechanics of unitisation
    F2. An example of unitisation
    F3. The UUOA and the JOA
    G: Subdivisions
    G1. Subdivision of the concession area
    G2. Subdivision of the concession
    H: Fiduciary duties and the JOA
    H1. Defining and applying a fiduciary duty
    H2. Fiduciary duties in the JOA
    H3. Managing fiduciary duties in the JOA
    I: Collateralisation of the JOA
    I1. The need for collateral support
    I2. Collateralisation from the outset
    I3. Collateralisation upon a farm-out
    I4. Decommissioning security
    I5. Exclusive operations
    I6. Forms of collateral support
    I7. Collateral support across the project lifecycle
    J: Unconventional petroleum JOAs
    J1. Understanding the operational premise
    J2. Definition of petroleum
    J3. The role of the operator
    J4. Defining joint property
    J5. Scope
    J6. Ongoing project development
    J7. Exclusive operations
    J8. Withdrawal
    J9. Options for petroleum commercialisation
    J10. Health, safety and environmental issues, and operator liabilities
    J11. Operator liability
    J12. Unitisation and joint development opportunities
    J13. Decommissioning
    About the author
    Index

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