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Full Description
Acquisitions and divestitures are common occurrences in the international oil and gas industry, ranging in size and complexity from transformational mergers between supermajors to transactions at an individual asset level. They are used in order to manage both costs and risks. Although the recent oil price slump has somewhat reduced the level of transactional activity, that level is expected to increase again in the near term. Low oil prices are creating an increasing number of distressed sellers and an increasing number of opportunistic buyers, including some that have not traditionally participated in the upstream oil and gas industry. Moreover, any 'new norm' for oil prices - even at a lower level - provides a relatively stable environment for buyers and sellers to agree valuations.Sale and purchase agreements relating to oil and gas assets are highly specialised, reflecting the unique nature and characteristics of the industry itself. This book, written by experienced and well-known practitioners from within the oil and gas industry, is intended to provide a practical review of the provisions typically included in such agreements.It aims to benefit lawyers and commercial negotiators working in the industry who handle sale and purchase transactions and who want to better understand the usual terms and conditions involved in those transactions. Legal professors and their students could also benefit from using the book as a teaching aid based on real-world experience.
Contents
Introduction 5Paul M WelchSDX Energy IncPreface 7John C LaMasterCaroline-Lucy MoranAkin Gump Strauss Hauer & Feld LLPSale structure 9Joanna KayPeter RobertsOrrick LLPConsideration in oil and gas sale and purchase agreements 27Olivier ChambordAllison SoilihiMorgan Lewis & Bockius UK LLPConditions precedent and deferred completions 39John C LaMasterAkin Gump Strauss Hauer & Feld LLPCovenants in upstream acquisitions and divestitures 67Kevin AtkinsLocke Lord LLPOil and gas warranties 89Caroline-Lucy MoranAkin Gump Strauss Hauer & Feld LLPAllocation of and limitations on liability, and the use of indemnities 117Hussain KubbaGeoff PetersKimberley WoodNorton Rose Fulbright LLPEnvironmental provisions in upstream acquisitions and divestitures 135Paul E GutermannAkin Gump Strauss Hauer & Feld LLPDecommissioning 155Nicholas AntonasMarc HammersonAkin Gump Strauss Hauer & Feld LLPCompetition law provisions in sale and purchase agreements 175Peter CrowtherJade-Alexandra FearnsWinston & Strawn LLPAnti-corruption provisions 195Nicole D'AvanzoTamer SolimanAkin Gump Strauss Hauer & Feld LLPTax aspects of oil and gas mergers and acquisitions 205Paul WhiteChadbourne & Parke LLPGoverning law and jurisdiction clauses 221Richard EllisonDavid WaldronMorgan Lewis & Bockius UK LLPOil and gas boilerplate provisions 243John C LaMasterAkin Gump Strauss Hauer & Feld LLPAbout the authors 255Index 261
