F1IE 4305 - International & Comparative Petroleum Law and Contracts in the Energy Transition.

Petroleum upstream contracts are very unique. They are long-term, highly capital intensive, high-risk, with large "sunk-costs" and subject to the volatility of oil prices. Therefore, a good understanding of their structure, ever-evolving framework, trends and dynamics are of capital importance for all professionals involved in, or wanting to be involved in, this business. That is precisely the aim of this module.
This module will help students become familiar with – and understand – the main types of contracts used in the upstream petroleum industry. These are Production Sharing, Royalty/Tax and Service Agreements, the laws and regulations governing them and their most important fiscal mechanisms. We will review all the legal implications and contract dynamics in an ever changing and adapting industry throughout the upstream value chain: from exploration, through production to decommissioning. First, we will start by reviewing the issue of hydrocarbons ownership from a comparative law perspective and how this serves to shape the relationship between "host governments" and international oil companies (IOCs) before getting into an in-depth discussion on the most common types of contracts and how do they work. We will also have a dedicated session on the different types of contractual fiscal mechanisms.
We will also be reviewing the relationship between the partners involved in developing upstream projects, including their rights, obligations, liabilities and risk sharing schemes with a detailed discussion on Joint Operating Agreements. Specialised hydrocarbons regulatory agencies are responsible for managing the operations and administering and overseeing the payments done by IOCs. They also are a major source of operational and fiscal regulations and guidelines. Learning about their development and latest trends is enormously important for the dynamics of the upstream sector. We will discuss their role and will have a dedicated version on how oil and gas bidding rounds are organised and conceptualised, and contracts awarded.
The last petroleum cycle was a big source of changes and renegotiation of contracts, particularly during the 2006-2011 period. In this regard, we will discuss major expropriations and contract renegotiations, as well as a reviewing international arbitration disputes and awards derived from these events. We will also discuss whether these awards and "good oil industry practices" represent the formation of a "lex petrolea" – a radical view that has been endorsed by some practitioners and academics. We will also have a look at the major legal and contractual changes currently happening aimed at attracting investments.
This course will also focus on the study of risk mitigation strategies to avoid the most common forms of legal and political risks: expropriations and contract renegotiation. We will also review the most common Alternative Dispute Resolution mechanism, including arbitration, mediation, and expert determination. We will also discuss about the most important environmental litigations of recent years.
Due to their very particular features, we will dedicate a single session to discussing the operational, legal and contractual issues of unconventional hydrocarbons. We will also analyse why the US has been the only country where the unconventional sector has boomed and will consider if it can be replicated in other countries, including Argentina and China.
At the end of the course, students will be able to understand petroleum contract dynamics from both the host country and the IOC's point of view, understand their structure and adaptability, and the reasons why these are so frequently changed as well as the tools which are at their disposal to avoid this trend.
This module will be taught in the context of the so-called Energy Transition and how this is impacting laws, regulations and contracts around the world. For instance, we will review from a legal and regulatory comparative point of view the global trends in the effort to decarbonise upstream operations, that includes reduction in extraction and drilling, flaring (CO2) and fugitive emissions/venting (CH4).
The module is highly practical and is taught using case studies from all over the world following recent trends in the industry. Case studies from countries such as Angola, Brazil, China, Mexico, Kazakhstan, Indonesia, India, Iraq, Iran, Colombia, Ghana, Nigeria and Venezuela – amongst other countries – will be offered.
Learning Outcomes:

At the end of the course students will be able to:
1. Identify and discuss the structure and application of the main types of oil and gas contracts.
2.Evaluate the dynamics between host governments and international oil companies (IOCs) from a legal point of view.
3.Understand the main rent capture mechanisms of oil and gas fiscal regimes and assessing their rationale and impact on investment decisions.
4.Evaluate the role of hydrocarbons in the Energy Transition from the point of view of host governments and IOCs.
5.Understand the investment arbitration regime and other forms of alternative dispute mechanisms as well as the application of international law to these disputes.
Professional Skills:
• Understanding stakeholders
• Understanding multiculturalism
• Adapting to and communicating with different audiences
• Negotiation
• Conflict resolution
• Research & Analysis
• Creative thinking
• Problem solving

Carlos BELLORIN

Séminaire

English

Course workload:
- In Class Presence: 2 hours a week / 24 hours a semester
- Online learning activities: 2.1 hours a week / 30 hours a semester
- Reading and Preparation for Class: 2.1 hours a week / 30 hours a semester
- Research and Preparation for Group Work: 2.2 hours a week / 31 hours a semester
- Research and Writing for Individual Assessments: 2.5 hours a week / 35 hours a semester

Spring 2024-2025

Assessment: 1. Essay (4,500 wordcount) – 65%
2. Mock Bidding Round (Group Exercise) – 25% [oral presentation + submission of memorandum]
3. Class Participation – 10%

Feedback will be provided periodically or when the student so require and in writing when making the evaluations of the different components of the assessment.