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INTERNATIONAL OIL AND GAS TRANSACTIONS

23 January- 16 April, 2012

COURSE DESCRIPTION

BY PROFESSOR: Jennifer Josefson

International oil and gas transactions occur within a complex legal environment that limits what oil and gas producers, host governments and service companies can do, and interprets and enforces many of their promises. This course is designed to give participants a basic understanding of the key legal contracts in international upstream projects and the basic legal fundamentals that make international oil and gas transactions work.

Students will be expected to actively participate in each class and will be learning through role play focused on identifying the risks and advantages of different approaches to the key upstream contracts from the position of the host government, the national oil company, the international oil company, the minority investor, the financial lending institute and the service company. During the course, the students will participate in a 4 hour negotiation round of key clauses of a joint operating agreement during which they will be accessed for their familiarity and understanding of the agreement.

Text: International Petroleum Transactions (Third Edition)
Attendance Policy: No more than 3 classes can be missed. Participation in the JOA negotiation round is mandatory. Anyone more than 15 minutes late to a class will be counted absent.
Grading: The grading criteria for the course will be 50% open book final exam, 10% class participation, 20% on each of two short papers assigned during the course. The short papers will not be accepted late. The short papers must be submitted both electronically and in hard copy.
Schedule: The Classes will be held on Monday nights from 19:30 to 21:30. Class will not be held on 6 February or 13 February.
Preliminary Syllabus:
ClassGeneral TopicsReading
1
23 January
Course Introduction
Law governing international petroleum transactions (national legal systems and international law).
Ownership of mineral rights (onshore, offshore, sea bed). State-owned entities and privatization.
Text:Ch 1
Ch 2
Ch 3, part C
Supplementary Reading:To be Provided on Moodle
Association of International Petroleum Negotiators (AIPN) Model form:None
2
30 January
O&G upstream Due Diligence
Confidentiality Agreement
Data Exchange Agreement
Text:Ch 3, part A
Ch 4, part A
Supplementary Reading:None
AIPN Model:Confidentiality Agreement
Data Exchange Agreement
3
20 February
Preliminary Agreements
Areas of Mutual Interest (AMIs)
Bidding Agreements
First Short Paper to be assigned.
Text:Ch 7, part A
Ch 8, part A 1.
Supplementary Reading:To be Provided on Moodle
AIPN Model:Bidding Agreement
4
27 February
Participation Agreements (Farm-in/Farm-out) Text:Ch 7, part F
Ch 8, part A 2.
Supplementary Reading:To be Provided on Moodle
AIPN Model:Participation Agreement
5
5 March
Granting Instruments Text:Ch 7, parts B-E
Supplementary Reading:None
AIPN Model:None
6
12 March
Granting Instruments (continued)
First Short Paper due prior to the start of class.
Text:Ch 5
Ch 6, part A
Ch 7, parts D and H
Supplementary Reading:None
AIPN Model:None
7
19 March
Joint Operating Agreements (JOAs) Text:Ch 8, part B
Supplementary Reading:None
AIPN Model:Operating Agreement
8
26 March
JOAs Text:Ch 8, part D
Supplementary Reading:
None
AIPN Model:Operating Agreement
9
4 hour class
Date to be set
JOA Negotiation Round Text:None
Supplementary Reading:To be Provided on Moodle
AIPN Model:None
10
2 April
JOA Russian application
Second Short Paper to be assigned.
Unitization Agreement
Text:Ch 3, part B
Ch 8, part C
Supplementary Reading:None
AIPN Model:Unitization and Unit Operating Agreement
11
9 April
Service Contracts Text:Ch 9
Supplementary Reading:To be Provided on Moodle
AIPN Model:Seismic Acquisition Contract
Well Services Contract
Master Service Arrangements Contract
12
16 April
Gas
Second Short Paper due prior to the start of class.
Text:Ch 13
Supplementary Reading:To be Provided on Moodle
AIPN Model:Gas Sales Agreement
Gas Transportation Agreement