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Oil & Gas

 

Counsel on oil and gas industry; regulatory aspects and in related contracts (joint operating or association agreements for the exploration and exploitation of hydrocarbons, transportation, distribution and supply, services contracts, etc.);

• Counsel to Shell Oil and Shell C.A.P.S.A. (1997 up to date) with continuing assistance in both upstream and downstream, including several acquisitions and negotiations regarding joint operating agreements, drafting of contracts, such as oil services agreements including HSE consultancy service, subcontracts, workover operations, vessel time charter party agreements, geophysical consultancy services, aircraft services, air support of land seismic operations and drilling contracts for a major oil multinational company acquisition project, including gas transmissions licensees, etc., and due diligence for the acquisition of an interest percentage in a Bolivian oil corporation for Shell in year 2000. 

• Due diligence for the successful acquisition of a large local oil & gas corporation, with special reference to the joint operating agreements and oil & gas exploitation concessions in Argentina, Venezuela and Ecuador, shareholders agreements related with license holding companies, etc., participating interest in international and national natural gas transmission licenses and related pipeline issues. 

• Representing Union Texas, due diligence for an offer for a control shares’ acquisition of Bridas, a major Argentine oil and gas company, including all of its southern cone assets. The legal assistance provided included the analysis, description and assessment of contracts, exploration permits, exploitation concessions, debt documents, derivatives, corporate records, by laws shareholders agreements and restrictions to sale of certain assets’ reorganization schemes, lawsuits and other possible liabilities, oil, natural gas and LPG sales agreements, participation in pipelines, petroleum transportation and refining, Farm in agreements, agreements on oil exchange & transmission, taxation related matters, environmental regulations compliance, etc.         

• Legal assistance for the drafting of a put and call agreement related to an international gas pipeline project and a gas supply agreement and international gas supply agreement for a transportation capacity of 8.5 MMCM/day of natural gas. 

• Due diligence of a local oil & gas corporation and of its participating interest in oil & gas plays in Argentina, including oil & gas exploitation concessions, for a merger of two multinational corporations, including the review of Joint Operating Agreements, title on exploitation concessions, transport agreements, lifting procedures and agreements, environmental matters and licensing, tax, labor and corporate related issues, etc. ; oil & gas company acquisition.                

• Current legal assistance to, and representation of, Total regarding the assessment, preparation and submission of an international claim with ICSID’s Arbitration under a Bilateral Investment Treaty, reviewing all substantive and procedural issues, the factual background and the impact of governmental measures. The claim involves natural gas (exploration permits and exploitation concessions, national gas sales agreements, the regulatory interference with the same) upstream and mid-stream (participating interests on both international and local natural gas pipelines) interests, and thermal power and hydro-power generation.              

• Legal assistance and advice in international arbitration and local litigation including arbitration under the rules the of American Arbitration Association, regarding a 200U$S M claim confronting Reef International Inc. and Pet-Ja S.A. against Compañía General de Combustibles S.A., Sociedad Comercial del Plata S.A., Shell Compañía Argentina de Petróleo S.A. and Shell Oil Company.

• Legal advice regarding the consequences of the arbitration award rendered against Compañía General de Combustibles S.A., under the American Arbitration Association rules, within the receivership proceedings of both Compañía General de Combustibles S.A. and Sociedad Comercial del Plata S.A. 

• Legal advice provided to Shell Compañía Argentina de Petróleo S.A. regarding the possibility of ICC claims against third parties.  

• Anti-suit injunction petitions at domestic judiciary levels to preclude counterpart from pursuing and/or enforcing arbitral awards/judicial judgements in both foreign and local jurisdictions.    

• Continuing legal assistance for Baker Hughes Inc. and related companies on oil services agreements, joint ventures, pulling services, rockbits’ production, geophysical services, formation logging, drilling, etc.

• Continuing legal assistance to Pluspetrol S.A. for various matters as exclusive legal counsel, and from then on as external legal counsel for consultations on specific matters of significant complexity). Amongst strategic issues, the negotiation of oil services contracts, their renegotiation in several opportunities, including litigation against the Public Sector with respect to take or pay clauses and other issues, leading into a reconversion of such agreements, joint operating agreements, gas supply contracts and related industrial projects.

• Legal assistance in litigation regarding environmental matters (acquifer pollution) with respect to an oil exploitation concession.    

• Continuing legal assistance for Fluor Daniel for the building of a gas pipeline to Chile on the Northwest Basin, with the review of various contracts and related aspects.         

• Continuing legal assistance to Global Marine with respect to various oil services and transportation agreements with Total Austral for offshore exploration of hydrocarbons.

• Legal assistance for due diligence for the acquisition of an oil exploitation concession from Pérez Companc, a large Argentine oil & gas producer.              

• Continuing legal assistance for the conversion of an oil production sharing agreement (Houston Contract) into an exploration permit and further farm-out of a percentage interest of the same, and continuing legal assistance on every aspect related with such offshore, oil exploration permit and its performance (regulatory issues, negotiation with the Governmental authorities related with the work commitments, insurance, contingency plans, environmental aspects, relinquishment of areas, etc.) and all aspects related with the negotiation of a Joint Operating Agreement; oil vessel charter party agreements, mobilization and demobilization issues, helicopter services, drilling services agreements, personnel, tax and labor issues, etc.

• Counsel to Union Texas (Argentina) Ltd. for the reconversion of the Colorado Marina I Area contract awarded by international bidding in accordance to the "Houston Plan" into an Exploration Permit, and ongoing legal counsel in all aspects of the activities of Union Texas in Argentina, including all the procedures established by the regulation for the performance of the operator under the Permit and the negotiation and drafting of a farm out agreement. Also general advice on Customs /Environmental /Labour/Taxation/Maritime Law, related with the operators activity. 

• Counsel to the consortium composed by the NMB Postbank Groep N.V. -Thyssen-Clarkson in the Bid Nr. 14-19116-91, for the selection of the financial advisor to assist Yacimientos Petrolíferos Fiscales S.A. (YPF) in the organization and development of a process of Public Bid for the sale of YPF's fleet.

• Counsel to Williams Brothers Engineering Co. in the bid for Consultancy and Technical Assistance Services for Yacimientos Petrolíferos Fiscales S.A. on the association by it with oil companies (Competitive Bidding 14-9092), within areas of Yacimiento del Norte. Our Law Firm participated in the coordination of the preparation of the offer, its submission and in the follow-up of the subsequent processes with respect to YPF.

• The law firm has assisted a well known oil producer as a defendant in a lawsuit filed by surface owners, for acquifer pollution.       

• We have assisted a major oil producer in disputes regarding an acquisition of the participating interest in an exploration permit and exploitation concession.    

• We have assisted a major oil producer in the review of legal aspects related to the eventual acquisition of a stake in a foreign oil producer within the region. 

• We have assisted a major investor in regional gas distribution, regarding regulatory aspects related to the natural gas distribution license.                

• Counsel referring to corporate disputes in an investment company, holder of control shares of a natural gas utility, and in the subsidiary.


Oil & Gas sector related publications from some of the members of the Firm: 

 

Introduction

For different clients and publications, the Firm has carried on a series of analysis involving the past and present of the upstream exploration and exploitation in Argentina, the deregulation of the downstream, the award process to the private sector of separate business units, exploration permits and exploitation concessions through reconversion of preexisting risk service contracts, public bidding of exploration and exploitation areas, natural gas transportation and distribution licenses, and recombination the key parts of the natural gas system, describing as well the rate making regulations, the security of supply and open access rules and the nature of gas supply and transportation contracts. Currently, several publications of the Law firm refer to the present status of the energy industry, the assessment of the regulatory constraints and impact, and the protection of investments in the sector.

 

• IBA Website: Article entitled “Argentina’s natural gas crisis, as a consequence of reregulation. Transition back to market rules?” (paper prepared for the International Bar Association, 2004 San Francisco Conference).           

• IBA Website: Article entitled “Natural gas in Argentina and in the Southern Cone”, describing the highly deregulated, open access, by-pass featured and unbundled natural gas network that Argentina developed during the last 10 years, and the impact on the same, of the crisis induced by sovereign debt default and ensuing devaluation, with tariff freezes in the downstream and open ended renegotiations of natural gas transport and distribution licenses. This paper was prepared for the International Bar Association Conference 2002 Durban, South Africa, October 20-25, 2002, and presented at the relevant Gas Committee Session.           • "Argentine Legislation on the Generation and Disposal of Wastes", in "Privatization in Argentina: Oil and Gas" in the Advanced International Law Institute: Investment and Trade with Emerging Economies, State Bar of Texas, 1993. 

• Lecturer in a Seminar organized by the Texas Argentine Chamber of Commerce and Price Waterhouse in Houston, Texas, on November 4, 1992, on all legal aspects of the oil & gas investments in Argentina, within the restructuring of the legal framework of the energy sectors that had been completed by such time in Argentina. 

• Lecturer in the Seminar made by the Secretary of Hydrocarbons and Mines of the Government of the Argentine Republic on the Argentina Plan 1992, related to the development of the regulatory framework in Argentina for oil exploration and tax aspects, in road show conferences held by Argentina on May, 1992 in Houston, Texas, U.S.A. and London, U.K.               

• "Argentina's Exploration Plan: The Return of Exploration and Exploitation Concessions", published in the magazine Journal of Energy & Natural Resources Law (Vol. 10, 1992), publication published by the Section on Energy & Natural Resources Law of the International Bar Association in association with Graham & Trotman Limited, co-sponsored by the Centre for Petroleum and Mineral law Studies, University of Dundee. The article above relates to the program described below: The Secretariat of Hydrocarbons and Mines of the Republic of Argentina made a road show of March 1992 for the presentation of the offering of 145 exploration contract blocks for competitive tender onshore and offshore Argentina. The road shows were made both in London and Houston, with the participation of the Secretary for Hydrocarbons and Mines, Cullen Valdez Rojas and Associates, as local technical advisors, Intera Information Technologies, as the international advisors, and Mr. Luis Erize (Managing Partner of Abeledo Gottheil Abogados) and Mr. Horacio Fernández (ex general counsel of Shell) as legal advisors.

• "Argentina's Exploration Plan - A comeback of Exploration Permits and Exploitation Concessions", published in the magazine Actualidad Energética, International Edition, No. 37, April 1992.          

• "Entrepreneurial Accords; Entrepreneurial Accords as a requisite for accumulating private capital in Concentrated Markets (in matters of Energy, Oil and Gas)", in IDEA Magazine, No. 144, July 1990.

 

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Abeledo Gottheil Abogados