Tolley's International Taxation of Upstream Oil and Gas, 3rd Edition

Chapter I – Introduction

• Upstream Oil and Gas – Background
• Oil and Gas Producing Countries
• Largest Upstream Companies
• Largest Service Providers

Chapter II – International Tax

• Introduction
• International Investment
• International Income Flows
• Transfer Pricing
• Domestic Tax Laws
• Tax Treaties

Chapter III – Tax Regimes

• Concession Regimes – Tax and Royalties
• Production Sharing Contracts – Profit and Cost Oil
• Service Contract Regimes
• Royalties
• Production and Signature Bonuses
• Area Rentals
• State Equity and Carried Interests
• Excise Tax
• Indirect Taxes – VAT and State taxes

Chapter IV – Country Tax Regimes ­ Examples and Selected Issues

• Introduction
• Algeria
• Angola
• Australia
• Brazil
• Canada
• Denmark
• Greenland
• Kazakhstan
• Mexico
• Nigeria
• Norway
• Qatar
• Saudi Arabia
• United Kingdom
• United States

Chapter V – Tax Rate Increases and Bilateral Investment Treaties

Chapter VI – Foreign Exploration Losses

Chapter VII – Oil and Gas Operations and Permanent Establishments

• Permanent Establishments
• Contracting Services
• External Consortium
• Tripartite Agreements
• Tax Grossing Up
• Recovery if Withholding credited

Chapter VIII – Capital Gains

• Holding Companies
• Treaty protection
• Tax Treaty Example – Netherlands
• Tax Treaties and Indirect Transfers – Australia

Chapter IX – Mergers and Acquisitions

• Acquire Assets or Target Company
• Interest Deductions – Debt Push Down
• Depreciation and Asset Step Up
• Tax Losses
• Merger Relief
• Sale and Purchase Agreements
• M&A Issues to Review
• Seller Warranties
• Seller imposing tax on Purchaser – Grossing Up
• Buyer Protection – Indemnity Clause
• Tax Due Diligence
• Buyers Information Request List
• Input to Financial Modelling
• Accounts and Deferred Tax Balances

Chapter X – Intellectual Property

• Oil and Gas IP Structures
• Switzerland
• Netherlands
• Luxembourg
• United Kingdom
• Brazil

Chapter XI – Leasing

• Introduction
• Operating Leasing and Permanent Establishments
• Sale and Leaseback
• Singapore Example
• Specific Assets
• Tax Treaties – Leasing into the USA

Chapter XII – Decommissioning

Chapter XIII – Oil and Gas Financing

• Introduction
• Group treasury centres and In–house banking
• Thin capitalization
• Controlled Foreign Corporation (Subpart F)
• Hybrid Entities and Hybrid Securities
• Sale and Repurchase (Repo) – USA and UK
• Interest on Share Equity – Brazil
• Limited Partnership – China

Chapter XIV – Profit Repatriation and Planning

• Branches and Head Office Costs
• Subsidiaries and Dividends
• Capital Gains
• Technical Service and Administration Fees

Chapter XV – Procurement

• Planning Structures
• Netherlands, Hong Kong and Singapore

Chapter XVI – Oil and Gas Trading

• Planning Structures
• Derivatives – Options, Forwards and Swaps
• Switzerland

Chapter XVII – Transfer Pricing Concepts

• OECD and UN approaches
• Branch Profit Allocation
• Defence Files and Audit
• TP and Tax Treaties
• Advance Pricing Agreements (APAs)

Chapter XVIII – Transfer Pricing and Upstream Oil and Gas

• Oil and Gas Sales
• Seismic Surveys
• Drilling
• Financial and Environmental Guarantees
• Transfer Pricing and Procurement
• Transfer Pricing and Oil and Gas Trading

Chapter XIX – Transfer Pricing and Intellectual Property (IP)

• Intellectual Property in Oil and Gas
• Royalties or Cost Sharing
• Performance Based Royalties

Chapter XX – Transfer Pricing and Administration

• Allocating Costs – Including Finance, IT, HR, and Legal
• Branch Issues, including capital allocation

Chapter XXI – Transfer Pricing and Financing Structures; Case Studies

• Tax Treaties and Permanent Establishments – Equipment
• Tax Treaties and Permanent Establishments – Exploration and Drilling
• Mergers &Acquisitions – Structuring – Brazil
• Mergers &Acquisitions – Due Diligence – Canada
• Transfer Pricing – Drilling Products
• Transfer Pricing – Intellectual Property – USA Oil Co and the IRS