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Oil and Gas Sale and Purchase Agreements: SPAs for International Oil and Gas Acquisitions and Divestitures, 2nd Edition

Oil and Gas Sale and Purchase Agreements: SPAs for International Oil and Gas Acquisitions and Divestitures, 2nd Edition

Author: John LaMaster; Caroline-Lucy Moran
Publisher: Globe Law and Business
ISBN: 9781787423985

Previous Edition ISBN: 9781911078180
Published In: November 2020
Format: Hardback , 320 pages
Jurisdiction: International ? Disclaimer:
Countri(es) stated herein are used as reference only

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Description
Contents
Author

Details

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. These transactions 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.

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.

The second edition of this title includes updated and revised chapters from the first edition, as well as new chapters on: preliminary agreements (memoranda of understanding, letters of intent); disclosure letters; private equity transactions; warranty and indemnity insurance; and material adverse changes.

This new edition 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.

Foreword

Preface

John C. LaMaster, Caroline-Lucy Moran - Akin Gump Strauss Hauer & Feld LLP

Preliminary agreements

Chris Strong, Suzana Vukasinovic, Steven Wilson - Vinson & Elkins LLP

Sale structure

Joanna Kay, Peter Roberts - Orrick LLP

Consideration in oil and gas sale and purchase agreements

Olivier Chambord, Allison Soilihi - Morgan Lewis & Bockius UK LLP

Conditions precedent and deferred completions

John C. LaMaster - Akin Gump Strauss Hauer & Feld LLP

Covenants in upstream acquisitions and divestitures

Kevin Atkins, Matthew Daffurn - Locke Lord LLP

Oil and gas warranties

Caroline-Lucy Moran - Akin Gump Strauss Hauer & Feld LLP

Disclosure letters

Nadine Amr, Alex Msimang, Suzana Vukasinovic - Vinson & Elkins LLP

Warranty and indemnity insurance

Matthew Foster, Sophie O’Connor - Norton Rose Fulbright LLP

Allocation of and limitations on liability, and the use of indemnities

Hussain Kubba, Kimberley Wood - Norton Rose Fulbright LLP

Environment

Julie Vaughan - Herbert Smith Freehills

Decommissioning

Nicholas Antonas - Akin Gump Strauss Hauer & Feld LLP, Marc Hammerson - Stephenson Harwood LLP

Anti-bribery

Paige Berges, Amanda Raad, Sean Seelinger - Ropes & Gray

Tax aspects of oil and gas mergers and acquisitions

Paul White - Druces LLP

Governing law and jurisdiction clauses

Richard Ellison, David Waldron - Morgan Lewis & Bockius UK LLP

Material adverse change

John C. LaMaster - Akin Gump Strauss Hauer & Feld LLP

Private equity considerations

Simon Tysoe, Sam Newhouse - Latham & Watkins

Oil and gas boilerplate provisions

John C. LaMaster - Akin Gump Strauss Hauer & Feld LLP

Consulting editors: John LaMaster and Caroline-Lucy Moran, Akin Gump Strauss Hauer & Feld LLP

Consulting editor
Akin Gump Strauss Hauer & Feld LLP	John C LaMaster
	Caroline Lucy Moran
Contributing firm	Author(s)
Akin Gump Strauss Hauer & Feld LLP	Nicholas Antonas
	Nicole D’Avanzo
	Paul E Gutermann
	Marc Hammerson
	Tamer A Soliman
Chadbourne & Parke LLP	Paul White
Locke Lord LLP	Kevin Atkins
Morgan Lewis & Bockius LLP	Olivier Chambord
	Allison Soilihi
Morgan Lewis & Bockius UK LLP	Richard Ellison
	David Waldron
Norton Rose Fulbright LLP	Hussain Kubba
	Geoff Peters
Norton Rose Fulbright LLP	Kimberley Wood
Orrick LLP	Joanna Kay
	Peter Roberts
SDX Energy Inc	Paul M Welch
Winston & Strawn LLP	Peter Crowther
	Jade Alexandra Fearns