Business / Commercial Law Corporate & Commercial

Joint Operating Agreements: A Practical Guide, 4th Edition

Edited by Peter Roberts · Andrews Kurth
Globe Law and Business September 2020

Specifications

ISBN-13
9781787422629
Publisher
Globe Law and Business
Publication
September 2020
Format
Hardback , 435 pages
Jurisdiction
International ? Countri(es) for reference only

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.

Table of Contents

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

Reviews

Review for first edition: An insight into the joint operating agreement (JOA) so integral to energy projects the world over.

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