Joint operating agreements (JOAs) are well-accepted standard agreements in the oil and gas industry which regulate the relationship between the parties to a joint venture: the operator and the non-operator. Traditionally, the operator is responsible for performing operations on behalf of the consortium, while the non-operator is responsible for contributing to the financial commitments of the joint venture. However, due to the strong position typically maintained by the operator, this structure does not always accurately reflect the non-operator’s position.
Unbalanced agreements can create uncertainty, increase the risk of litigation and even jeopardise the very existence of the consortium. Therefore, it is essential to understand the position of both parties in order to ensure a fair and reasonable negotiation, and this fully updated second edition provides an in-depth analysis of the JOA from the perspective of the non-operator.
Coverage includes an examination of the relationship between operators and non-operators under general law, and an analysis of the critical issues facing non-operators in a JOA. In addition, this book reveals how a non-operator can seek to protect its interests – initially through tight control of operations and expenditures, and ultimately through adequate remedies to remove the operator and/or restrict its liability. Further, this edition provides recommendations to address these concerns and also includes the JOA model form from Mozambique as well as reviews of other JOA model forms explored in the first edition.
JOAs are relevant to law, finance, human resources and operations. This book provides invaluable practical guidance for in-house counsel, private practitioners, executives, academics, international oil companies, national oil companies, independents and anyone interested in investing in the upstream sector.
Table des matières
Acknowledgements 5
Dr Eduardo G Pereira
Managing director, STR Holding
Preface 7
Andrew Derman
Thompson & Knight LLP
Introduction 9
Peter Roberts
Ashurst LLP
Glossary 11
Chapter 1: Introduction 13
1.1 Scope
1.2 Comparative analysis
1.3 The oil and gas industry
1.4 JOA definition
1.5 Conclusion
Chapter 2: Joint operating agreements: the relationship between the parties 39
2.1 Parties
2.2 Relationship
2.3 Conclusion
Chapter 3: Non-operators’ concerns 59
3.1 Control of operations
3.2 Remedies and protection
Chapter 4: Conclusion 187
About the authors 195
Index 197
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