Law Environmental / Energy Law Corporate & Commercial

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

Edited by John LaMaster · Caroline-Lucy Moran
Globe Law and Business November 2020

Specifications

ISBN-13
9781787423985
Publisher
Globe Law and Business
Publication
November 2020
Format
Hardback , 320 pages
Jurisdiction
International ? Countri(es) for reference only

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.

Table of Contents

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

About the Author

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


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