Total Value of Investments Exceeding $50B
Our lawyers have structured and advised on the implementation of several joint ventures, usually acting on behalf of one of the parties, and sometimes as neutral counsel to the entire consortium, including negotiating and drafting:
Joint Operating Agreements
Several joint operating agreements and multiple amendments. We have found that particular care has to be taken in delineating the separation of powers delegated to an operator and those powers that are retained by the investors, especially where the investors have entered into a joint marketing arrangement. Care also needs to be taken in the treatment of conflicts of interest, especially where one of the investors is linked to a host sovereign state or to oilfield services. In the implementation phase, the speed at which approvals (for procurement, expenditures and budgets) have to be provided and the voting rights can have a significant impact on the success of a project.
“Consistently helped joint venture partners, whose interests were so diverse, to find consensus and maintain their position in discussions with counterparties and state agencies”
Consortium Agreements
Several consortium agreements for unaffiliated investors jointly bidding for oil and gas field licences, acquiring an oil and gas field licence holder, and bidding for the provision of oilfield services.
Shareholder Agreements
Various shareholder agreements. These have included substantive agreements regulating the relationship between shareholders following the establishment of a joint venture, the acquisition of a joint venture, or the reorganisation of a joint venture company. Some shareholder agreements simply regulated corporate processes with special purpose vehicles. With such agreements, we worked with local counsel to ensure compliance with local company laws, while dove-tailing with the rights and obligations agreed in a joint operating agreement.
Joint Venture Operational Agreements
Numerous agreements amongst consortium members, often in the form of management committee or shareholders resolutions, addressing all aspects of the development and operation of oil and gas fields.
“A pragmatic, sober and results-driven approach to negotiations.”
Restructuring of Joint Ventures
Several restructuring agreements to improve joint venture performance. We have advised on and drafted detailed procedures to identify structural weaknesses and ensure the better internal functioning of a joint venture and the better interaction of such joint venture with all stakeholders, including shareholders and local and national authorities.
Fair Billing Policy
During the first six months of 2018 we carried out a survey of senior lawyers and general counsels in the oil industry and other industries. As none of these were clients, they were able to be frank.
The level of annoyance with services provided by the law firms was shocking. Most of the grievances boiled down to billing practices - in particular being billed for time that it was felt was unfair to bill for - such as internal law firm briefings, the client educating the firm and the client improving contracts drafted by the firm.
To address these concerns we have implemented an 8-point fair billing policy, under which we do not bill for time spent on these activities. This has been very well received and makes for a much better relationship.