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Joint Operating Agreements: A Practical Guide 5th ed

Peter Roberts, Reg Fowler

ISBN13: 9781837231430
Previous Edition ISBN: 9781787422629
To be Published: December 2026
Publisher: Globe Law and Business
Country of Publication: UK
Format: Hardback
Price: £275.00





This fifth 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 and a comparison of JOA terms between production sharing and licence concession regimes.

New features include:

  • specific new chapters on withdrawal from the JOA and the role of competition law
  • increased focus on matters relating to pre-emption, change in control and state participation
  • consideration of recent model form JOA developments (including a new issue of the AIEN JOA and the AIEN accounting procedure) and evolutions in the various professional bodies (such as AMPLA, CAPL and OGUK)
  • analysis of the application of new legislation (such the Energy Act 2023 and the Arbitration Act 2025). and
  • analysis of key recent case law on default clauses and forfeiture, the management of disputes, and conditions for force majeure relief

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

Subjects:
Energy and Natural Resources Law
Contents:
Introduction
Glossary

1. First principles of the JOA
1.1 The logic for a joint venture
1.2 The role of the JOA
1.3 The JOA and multiple interests
1.4 The JOA and other activities
1.5 The incorporated joint venture
1.6 Hybrid project structures
1.7 Partnership contrasted
1.8 Pre-JOA agreements
1.9 Model form contracts
1.10 JOA evolution and economics

2. Concession forms and the JOA relationship
2.1 The concession
2.2 Applicable terms
2.3 Reconciling the concession and the JOA

3. Parties, participating interests, carries and collateral support
3.1 Defining the parties
3.2 Concession and JOA party symmetry
3.3 Affiliate interests
3.4 Participating interests
3.5 Carried interests
3.6 Collateral support
3.7 Joint property

4. State participation
4.1 State participation in the concession and the JOA
4.2 Later state participation
4.3 Carried interests
4.4 Management of the JOA

5. Duration
5.1 Pre-JOA arrangements
5.2 Commencement
5.3 Term
5.4 Termination and surrender
5.5 Surviving provisions

6. Scope
6.1 Joint operations
6.2 Excluded activities
6.3 Expanding the scope
6.4 Definition of 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 The locus of the operator
7.5 Resignation and removal
7.6 Hybrid operator structures
7.7 The operator’s perspectives
7.8 Fiduciary duties and relational contracts

8. The non-operating parties
8.1 The role of the operating committee
8.2 Operating committee mechanics
8.3 Subcommittees
8.4 Voting control
8.5 The non-operating parties’ perspective

9. The accounting procedure
9.1 Model form accounting procedures
9.2 Accounting principles
9.3 The contents of the accounting procedure
9.4 Accounting procedure issues

10. Economic management
10.1 The need for economic management
10.2 Work programmes and budgets
10.3 Authority for expenditure
10.4 Invoice requests, cash calls and operator financing
10.5 Payment obligations
10.6 Dealing with default

11. Contracting
11.1 Procurement options
11.2 Third party contracts
11.3 Affiliate contracts
11.4 Federal contracts
11.5 Contributions in kind
11.6 Contract awards and management

12. Petroleum management and disposal
12.1 The principles of petroleum allocation and lifting
12.2 Petroleum allocation
12.3 Petroleum lifting
12.4 Petroleum attribution
12.5 Petroleum disposal
12.6 The state’s involvement
12.7 PSC allocation

13. Exclusive operations
13.1 Understanding exclusive operations
13.2 Exclusive operations mechanics
13.3 Buyback rights
13.4 Excluding exclusive operations

14. Transfers and changes in control
14.1 Transfers under applicable law
14.2 Transfer mechanics in the JOA
14.3 Incomplete transfers
14.4 Affiliate transfers
14.5 Pre-emption rights
14.6 Change in control

15. Withdrawal
15.1 The principle of withdrawal
15.2 The use of the withdrawal mechanism
15.3 Partial withdrawal

16. Information, confidentiality and intellectual property
16.1 The nature of information
16.2 Confidential information
16.3 Utilising confidential information
16.4 The concession and state interests
16.5 Public announcements
16.6 Liability for breach
16.7 Technology information and intellectual property rights
16.8 The operator as custodian

17. Competition law
17.1 The application of competition law
17.2 The JOA and competition law
17.3 Relevant JOA provisions
17.4 Competition law and information exchange

18. Decommissioning
18.1 The decommissioning phase
18.2 The regulatory regime for decommissioning
18.3 Collateral support for decommissioning costs
18.4 Decommissioning and the JOA
18.5 Decommissioning on the UK Continental Shelf

19. Liabilities
19.1 Liabilities under the concession
19.2 The operator’s liability
19.3 Party to party liabilities
19.4 Liability for exclusive operations
19.5 Third party liabilities
19.6 Liabilities and insurance
19.7 General liability

20. Default
20.1 The consequence of default
20.2 The definition of default
20.3 The reaction to default
20.4 The remedies for default
20.5 Mortgage and lien protection
20.6 Interest sales
20.7 Forfeiture

21. Force majeure
21.1 The meaning of force majeure
21.2 Force majeure relief
21.3 Economic sanctions and force majeure

22. Dispute resolution
22.1 Dispute resolution principles
22.2 Dialogue
22.3 Expert determination
22.4 Arbitration
22.5 Litigation
22.6 Arbitration or litigation?
22.7 Consolidation
22.8 Confidentiality
22.9 Jurisdiction
22.10 Sovereign immunity
22.11 Investment treaty protection
22.12 Due observance

23. Other provisions
23.1 Compliance standards
23.2 Entire agreement and amendment
23.3 Governing law
23.4 Health, safety and the environment
23.5 Indexation
23.6 Insurance
23.7 Litigation management
23.8 Notices
23.9 Secondment and teams
23.10 Taxation
23.11 Third party involvement
23.12 Warranties and representations

Appendix 1: Farm-outs and the JOA
Appendix 2: Unconventional petroleum JOAs
Appendix 3: Unitisation and the JOA
About the authors
Index