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Vol 24 No 11 Nov/Dec 2019

Book of the Month

Cover of Nowaks CCPR Commentary: U.N. International Covenant on Civil and Political Rights

Nowaks CCPR Commentary: U.N. International Covenant on Civil and Political Rights

Price: £240.00

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Joint Operating Agreements: A Practical Guide 4th ed


ISBN13: 9781787422629
Previous Edition ISBN: 9781909416628
To be Published: April 2020
Publisher: Globe Law and Business
Country of Publication: UK
Format: Hardback
Price: £155.00



This fourth edition of the leading work on joint operating agreements (JOAs) provides a practical examination of the provisions of a typical JOA, with a particular focus on the critical issues of scope, the operator’s role, joint and exclusive operations, default, transfers and decommissioning. There is also practical analysis of the key issues which apply to the operation of any JOA and the positions which are taken in the leading industry model form contracts. The perspectives of the operator and non-operator are addressed, along with consideration of the domestic and international standards applicable to petroleum projects.

New features include:

  • a major reorganisation of chapters and appendices to present a clearer thematic approach
  • greater analysis of the key differences between JOAs operating under licence regimes and concession agreements
  • new chapters on information, intellectual property and technology licensing and sharing, and relevant antitrust rules
  • consideration of recent model form JOA developments; and
  • analysis of the application of key recent case law on liquidated damages, default clauses and operator authority

    Anyone engaged in the development of worldwide exploration and production projects will find Joint Operating Agreements: A Practical Guide, Fourth Edition an essential addition to their professional library.

  • Subjects:
    Energy and Natural Resources Law
    Contents:
    Introduction
    Glossary
    1. First principles
    1.1 The logic for a joint venture
    1.2 The concept of the JOA
    1.3 Incorporated JV and
    hybrid project structures
    1.4 Partnership contrasted
    1.5 AMIs, JSBAs and related agreements
    1.6 Model form JOAs
    1.7 JOA economics and evolutions
    2. Concession forms and the JOA relationship
    2.1 PSCs, licences and other concession forms
    2.2 Key JOA issues related to the concession
    2.3 Managing unitisation
    2.4 Managing subdivision
    3. Parties, participating interests and collateral support
    3.1 Defining the parties
    3.2 Defining the participating interests
    3.3 Applying collateral support to the JOA
    3.4 Joint property
    4. Managing state participation
    4.1 Reflecting participation rights
    4.2 The mechanics of state participation
    4.3 Carried interests and voting control
    4.4 Security and default management
    5. Duration
    5.1 Commencement
    5.2 Term
    5.3 Termination and surrender
    5.4 Surviving and residual provisions
    6. Scope
    6.1 Joint operations
    6.2 Excluded operations
    6.3 Modifying the scope
    7. The operator
    7.1 The operator’s advantage
    7.2 Selection of the operator
    7.3 The role of the operator
    7.4 Resignation and removal
    7.5 Hybrid operator structures
    7.6 Operator perspectives
    7.7 Fiduciary duties and relational contracts
    8. The operating committee
    8.1 The role of the operating committee
    8.2 Operating committee mechanics
    8.3 Subcommittees
    8.4 Voting control
    8.5 Non-operator perspectives
    9. The accounting procedure
    9.1 Model form accounting procedures
    9.2 Accounting procedure principles
    9.3 Accounting procedure mechanics
    9.4 Accounting procedure issues
    10. Economic management of the JOA
    10.1 Work programmes and budgets
    10.2 AFEs
    10.3 The JOA’s relationship with the accounting procedure
    10.4 Cash calls and invoices
    10.5 The role of the default remedy
    11. Contracting
    11.1 Procurement options and controls
    11.2 Third party contracts
    11.3 Affiliate contracts
    11.4 Federal contracts
    11.5 Audit and ABC provisions
    12. Petroleum management
    12.1 Allocation
    12.2 Lifting
    12.3 Disposal
    13. Exclusive operations
    13.1 Opportunities for exclusive
    operations
    13.2 Exclusive operations mechanics
    13.3 Buy-back provisions
    14. Transfers of interests
    14.1 Transfers
    14.2 Pre-emption
    14.3 Change of control
    14.4 Farm-outs and earn-outs
    15. Joint venture information
    15.1 Defining venture information
    15.2 Intellectual property rights
    15.3 Confidentiality and announcements
    15.4 Managing anti-trust issues
    16. Decommissioning
    16.1 Defining decommissioning
    16.2 The regulatory regime
    16.3 Costs and collateral support
    17. Liabilities
    17.1 Operator liability and limitation
    17.2 Liability allocation between the parties
    17.3 Third party claims
    17.4 Consequential loss management
    17.5 Insurance coverage
    18. Default
    18.1 The definition of default
    18.2 Default consequences and reactions
    18.3 Remedy options for default
    18.4 Forfeiture and forced sale options
    19. Dispute resolution
    19.1 Options for JOA dispute resolution
    19.2 Operator litigation management
    19.3 Sovereign immunity
    20. Other provisions
    20.1 Corporate standards
    20.2 Entire agreement
    20.3 Force majeure
    20.4 Governing law and jurisdiction
    20.5 Notices
    20.6 Taxation
    20.7 Warranties and representations