Details
This fourth edition of the leading work on joint operating agreements (JOAs) provides a practical examination of the provisions of a typical JOA, 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 leading industry model form contracts. The perspectives of the operator and non-operator are addressed, along with consideration of the domestic and international standards applicable to petroleum projects.
New features include:
- a major reorganisation of chapters and appendices to present a clearer thematic approach;
- greater analysis of the key differences between JOAs operating under licence regimes and concession agreements;
- new chapters on information, intellectual property and technology licensing and sharing, and relevant antitrust rules;
- consideration of recent model form JOA developments; and
- analysis of the application of key recent case law on liquidated damages, default clauses and operator authority.
Anyone engaged in the development of worldwide exploration and production projects will find Joint Operating Agreements: A Practical Guide, Fourth Edition an essential addition to their professional library.
- Introduction
- Glossary
- 1. First principles
- 1.1 The logic for a joint venture
- 1.2 The concept of the JOA
- 1.3 Incorporated JV and
- hybrid project structures
- 1.4 Partnership contrasted
- 1.5 AMIs, JSBAs and related agreements
- 1.6 Model form JOAs
- 1.7 JOA economics and evolutions
- 2. Concession forms and the JOA relationship
- 2.1 PSCs, licences and other concession forms
- 2.2 Key JOA issues related to the concession
- 2.3 Managing unitisation
- 2.4 Managing subdivision
- 3. Parties, participating interests and collateral support
- 3.1 Defining the parties
- 3.2 Defining the participating interests
- 3.3 Applying collateral support to the JOA
- 3.4 Joint property
- 4. Managing state participation
- 4.1 Reflecting participation rights
- 4.2 The mechanics of state participation
- 4.3 Carried interests and voting control
- 4.4 Security and default management
- 5. Duration
- 5.1 Commencement
- 5.2 Term
- 5.3 Termination and surrender
- 5.4 Surviving and residual provisions
- 6. Scope
- 6.1 Joint operations
- 6.2 Excluded operations
- 6.3 Modifying the scope
- 7. The operator
- 7.1 The operator’s advantage
- 7.2 Selection of the operator
- 7.3 The role of the operator
- 7.4 Resignation and removal
- 7.5 Hybrid operator structures
- 7.6 Operator perspectives
- 7.7 Fiduciary duties and relational contracts
- 8. The operating committee
- 8.1 The role of the operating committee
- 8.2 Operating committee mechanics
- 8.3 Subcommittees
- 8.4 Voting control
- 8.5 Non-operator perspectives
- 9. The accounting procedure
- 9.1 Model form accounting procedures
- 9.2 Accounting procedure principles
- 9.3 Accounting procedure mechanics
- 9.4 Accounting procedure issues
- 10. Economic management of the JOA
- 10.1 Work programmes and budgets
- 10.2 AFEs
- 10.3 The JOA’s relationship with the accounting procedure
- 10.4 Cash calls and invoices
- 10.5 The role of the default remedy
- 11. Contracting
- 11.1 Procurement options and controls
- 11.2 Third party contracts
- 11.3 Affiliate contracts
- 11.4 Federal contracts
- 11.5 Audit and ABC provisions
- 12. Petroleum management
- 12.1 Allocation
- 12.2 Lifting
- 12.3 Disposal
- 13. Exclusive operations
- 13.1 Opportunities for exclusive
- operations
- 13.2 Exclusive operations mechanics
- 13.3 Buy-back provisions
- 14. Transfers of interests
- 14.1 Transfers
- 14.2 Pre-emption
- 14.3 Change of control
- 14.4 Farm-outs and earn-outs
- 15. Joint venture information
- 15.1 Defining venture information
- 15.2 Intellectual property rights
- 15.3 Confidentiality and announcements
- 15.4 Managing anti-trust issues
- 16. Decommissioning
- 16.1 Defining decommissioning
- 16.2 The regulatory regime
- 16.3 Costs and collateral support
- 17. Liabilities
- 17.1 Operator liability and limitation
- 17.2 Liability allocation between the parties
- 17.3 Third party claims
- 17.4 Consequential loss management
- 17.5 Insurance coverage
- 18. Default
- 18.1 The definition of default
- 18.2 Default consequences and reactions
- 18.3 Remedy options for default
- 18.4 Forfeiture and forced sale options
- 19. Dispute resolution
- 19.1 Options for JOA dispute resolution
- 19.2 Operator litigation management
- 19.3 Sovereign immunity
- 20. Other provisions
- 20.1 Corporate standards
- 20.2 Entire agreement
- 20.3 Force majeure
- 20.4 Governing law and jurisdiction
- 20.5 Notices
- 20.6 Taxation
- 20.7 Warranties and representations
Review for first edition: An insight into the joint operating agreement (JOA) so integral to energy projects the world over.
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