dr ebrahimi's presentation slides from the 2010 world national oil companies congress

6/21/2010

1

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

1

World National Oil Companies Congress-4th Annual Event

London, UK

MAXIMISING THE MAXIMISING THE VALUE OF VALUE OF STRATEGIC STRATEGIC

PARTNERSHIPSPARTNERSHIPSNOCsNOCs & & IOCsIOCs

By: Dr S N EbrahimiBy: Dr S N EbrahimiAssistant Professor of International lawAssistant Professor of International law

Senior Negotiator of International Petroleum ContractsSenior Negotiator of International Petroleum Contracts

[email protected]@yahoo.com

Monday 21 June 2010

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

NOCs/IOCs Relationship Via

Conventional Major

International O&G Contracts

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Major Oil Contracts

Interactions between NOCs and IOCsin various petroleum contracts hasbeen envisaged in major internationaloil contracts as follow:

Concession Agreements

PSA/PSC

JV/JOA

Service Contracts

Buy-Back Contracts

6/21/2010

2

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Concession Agreements

IOC HGGranting IOC an exclusive right to explore, appraise, develop, produce and exploit oil and gas fields in a HG territory.

Financing the Project, carrying out exploration, appraisal, development and production

Payment of Royalties and Taxes to HG

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Production Sharing

IOC NOCAuthorizing IOC to explore, develop and produce oil from the field

Financing the Project, carrying out exploration, development and production

Distribution of Production between IOC and NOC after TAX payment

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Description of a Typical PSA

IOC NOCPSA

No field yet discovered

Exploration, Appraisal, DevelopmentAnd Production of oilfield by IOC

As authorized by NOC

6/21/2010

3

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Description of PSA

IOC’s Obligations

PSANOC IOC

Minimum Investment in E & A

Preparation of Scope of works

Completion of E & A during a time limit

Bearing all Costs and Risks in E & A Phases

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Description of PSA

IOC’s Obligations (cont.)

PSANOC IOC

Transferring ownership of assets to NOC

Payments of fees and bonuses

Spending necessary funds for D & p

Local suppliers & staff, training, local content

Work Program for Field Development

Plan (FDP)

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Description of PSA

NOCs Obligations

PSANOC IOC

Recovery of Costs from Production,

subject to audit

Authorising IOC to Explore,

Appraisal, Develop and Produce

Right to receive a share of production

Providing, or assisting IOC to obtain, permissions and licences, water, power, land

and so on.

6/21/2010

4

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

10

Joint Venture may be established by forming a new company in the home country or abroad.

Joint Venture may be established by a joint Operating Agreement without having a separate legal personality.

Relations between states and Joint Venture can be considered under two following models:

Joint Venture (JV)

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

11

Relations between State

and Joint Venture (1st Model)

NOC

Joint Venture

HG IOC

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

12

NOC

NOC’s subsidiary

Joint Venture

HG IOC

Relations between State

and Joint Venture (1st Model)

6/21/2010

5

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Joint Operating Agreements

IOC NIOCJoining with each other for exploration, development and production

Jointly Financing the Project, and Combining all efforts and materials for the carrying out of exploration, development

and production

Distribution of Revenue between IOC and NOC after TAX payment

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Service Contracts

IOC NIOCAuthorizing the contractor to explore, develop and produce

Carrying out exploration, development and production on behalf of NOC

Payment of the Fee under a schedule

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Buy-Back Contracts

IOC NIOCAuthorizing the contractor to

develop oilfield

Financing and carrying out development operations

Allocation of a part of oil produced/

revenue generated/ from the field to

recover costs and profits.

6/21/2010

6

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Contemporary Contemporary Concerns of NOCs in Concerns of NOCs in

O&G IndustryO&G Industry

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Political ReasonsE&D&P of petroleum resources as sole responsibility of NOCs

Control over Oil Industryparticipate in decision making process;

have access to advanced knowledge in technical, administration, and commercial aspects of oil operations;

Contemporary Concerns of NOCs

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Opposing Foreign Domination

The attitude to rule out, prevent or

terminate foreign domination over

domestic petroleum resources

prevails in oil producing countries;

New trends in nationalist

approaches of NOCs


6/21/2010

7

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Economic BenefitsObtaining a large share of revenue from oil exploitation

Undertaking exploration, development and exploitation of oil resources

Obtaining ownership of resources and materials

Controlling domestic price of oil consumption

Expanding a national economic and revenues from its oil and gas resources


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Security and Promotion of Local Content and Employment

The oil producing countries may intend to secure their domestic supply, through state participation in E&D&P of oil resources.

Engagement of local employees, vendors and sub-contractors in upstream oil and gas activities

Employment of nationals, purchase of local products or services, training and transfer of knowledge or technology subcontracting local companies


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Values addition and job creation to improve quality of life for the people

Utilizing foreign experiences and maintain them in the country to be used for future developments of the country

Ability and willingness of local companies and suppliers to invest locally in the chains of business and infrastructure of the country, otherwise, they will not support the foreign investment


6/21/2010

8

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Transfer of Technology & Know-How

Access to advanced technology in respect of management, commercial, technical and marketing,

Access to know-how through training programs and day to day operations


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Overcoming on Technical Difficulties

Developing Brown Fields v. Green Fields

Developing Small Sized Fields

Developing Heavy, Sour and

unconventional fields

Developing high pressure high

Developing 2nd or 3rd generations of the reservoirs

Developing EOR/IOR types of projects23


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Banking / Monetary PolicyCurrency Exchange

Development of Banking Rates and Capacity

Capital MarketsInclusion of HGs/NOCs in regional and international emerging market

Develop capital market by mortgage law & other derivatives

Privatization

Clarification on Oil and Gas Rules and Regulations as well as Fiscal Regime


6/21/2010

9

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Economic Crisis or SanctionsReduced availability of finance for IOCs due to the financial crisis has led to NOCs becoming involved in the financing of PSA projects;

NOCs involvement through self-financing result in greater control and larger share of the profit for the NOCs;

The partnership model could be applied in these circumstances.

In some oil countries, nowadays, IOCs/OSC/Contractors will provide works and services, under a more flexible contracting structure, and all payments are made in cash/proceeds. They will get incentives (RF/ROR) when performance is better than expected 25


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Increased Capacity on Management and HR

Excess Capital Capacity

Shareholders Concerns and Strong Voices

Competitive Edge

Sovereignty Concerns

Nation Wide Concerns

NOCs have also further concerns:


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Active Participation v. Passive Participation

Policy in Maximization of Revenues

Long Term Involvement in E&D&P

Enhance Recovery (IOR/EOR)

HSE and Environment Concerns

Title, Ownership and Possession (the concern increased due to oil and gas price increase)


6/21/2010

10

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Involvement in Supply Chain Business (particularly gas market and LNG)

Policy Shift from Raw Materials/Crude to Value Added Chains

Ambitions of Internationalization

More Engagement in Foreign Markets (Regional and International)

Trends on More Supervision, Monitoring and Control of E&D&P


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Contemporary Concerns of IOCs

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

There are many Financial and Operational challenges in addition to Geopolitical, Economic and Contractual issues when a Foreign Operator decides to move into a new international venture

IOCs should consider the political and legal mandates preventing NOC to freely move around.


6/21/2010

11

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

IOCs should consider the following Challenges:

Geopolitical & political risks (e.g. in Middle East such as Iraq, Iran)

Concerns from NOCs’ Stakeholders (HGs, NOCs’Shareholders, NGOs, Local Communities, SCRs)

History & Culture

Laws and Regulations

Logistics & Personnel

Security Threats & Mitigation Strategies

Contractual Issues & Hidden Risks


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Using High Technology in Geological & Geophysical Encouraging R&D Infrastructure

Social Welfare

Building new network for assembling and sharing knowledge

Bringing new approaches to development

Promoting trade and financial stabilities

Wide use of cross-sector partnership to enhance social development


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

More Issues on HSE and EIA for E&P Projects (e.g. Gulf of Mexico and BP)

More environmental challenges

chemicals release and pollution

greenhouse gas releases

waste disposal, including drilling muds

decommissioning of platforms

transport accidents, and risk of blow-outs

on-shore impacts (e.g.. waste disposal, ..)

33


6/21/2010

12

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

IOCs should realize the role of NOCs in :

development of local economy,

inducement of private sector to participate in the oil industry,

alleviation of unemployment,

attraction of advance technology,

having trained NOCs personnel.


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Lack of understanding of laws and regulations by the IOCs personnel and management (though they hire the best lawyers before entering into the host country)

Wiping out the Long Term Negative Records in Exploiting Foreign Resources

Setting Aside Arrogance


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

What IOCs should provide:Localization of IOC’s Venture Set Up and Management Performance

Local HSE and Environment Concerns

Cooperation, Coordination and Joint Ventures

Creating Value Chains to NOCs

Technical, Financial, Administrative and Managerial Support and Assistance


6/21/2010

13

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Engagement in Education, Training and R&D Activities with NOCs

Partnership with NOCs in non-host Markets (Regional and International)

Domiciliation and Indigenization

Utilization of Local Knowledge and Experience

Utilization of Local Companies, Finance Institutes and Banks


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

IOCs should also realize that:100 or more NOCs influencing on the direction and dynamics of the present-day petroleum sector.

85 percent of global oil reserves are in the hands of governments and NOCs

Timely and efficient manner for exploration and development of oil and gas fields are important for NOCs


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Increased production, particularly IOR/EOR as requested by NOCs will be a complex endeavor, with higher levels of financial, operating and political risk.

There is a broad spectrum of development levels, capabilities, resources and needs among the world's NOCs.

With the wide spread change of political climate and dramatic increase in oil prices, the need to form strong strategic allegiances for oil exploration is higher than ever.


6/21/2010

14

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

What Should Be Done

Today in Relationship

Between NOCs & IOCs

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

The relations between the HGs and NOCs to be reconstructed.

The role of NOCs to be redefined as required for a commercialized NOCs

What Should Be Done Today?

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

IOCs must balance between its own objectives and goals to make acceptable return with the government and NOCs objectives and goals to the satisfaction of NOCs stakeholders

IOCs should be able to satisfactorily address NOCs concerns via effective contractual mechanisms and establishing long term cooperation and dynamic relationship


6/21/2010

15

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Negotiating with NOCs, IOCs and HGs is a key

issue in the current climate, as is the necessity

to form the right partnership and contract

to benefit all parties.


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Finally, the followings are examples of factors ask both NOCs and IOCs to review and optimize petroleum contracts on the E&D&P projects:

The changing role of the NOCs,

The growing demands by national governments,

competitiveness for establishing presence in new regions and

High oil price and market fluctuations


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Demand for the sustainable economic development in the oil and gas producing countries

Easy Access to capital, technology, and Know-how, and technical services by NOCs

Policy of NOCs to manage, control and supervise the natural resources

Increase of NOCs competitive edge

Increase of privatization and internationalization process in the oil and gas exporting countries

Intention of NOCs to have strong presence in the world oil and gas market


6/21/2010

16

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Why Strategic Partnership

Between NOCs & IOCs?

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

7-47

Why Strategic Partnership?

It is no longer an era in which a single company can dominate any technology or business by itself. The technology has become so advanced, and the markets so complex, that you simply can’t

expect to be the best at the whole process any longer.

—Fumio Sato, CEO, Toshiba Electronics Co.

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Definition of Strategic Partnership

Strategic partnerships are partnerships between NOCs & IOCs which decide they can better pursue their mutual goals by combining their resources – financial, managerial, technological – as well as their existing distinctive competitive advantages

ThusLong Term Partnership

Contributory Nature of Partnership

Added-Value Based Partnership

Parties to Strategic Partnership in O&G ProjectsHGs v. IOCs

NOCs v. IOCs

IOCs v. SOCs

Others 48


6/21/2010

17

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Types of PartnershipJV (when two or more companies create an independent company)

Alliances

• Equity strategic alliances (two or more partners have different relative ownership shares (equity percentages) in the new venture)

• Non-equity strategic alliances (when agreements are carried

out through contract rather than ownership sharing)

PA

Consortium

Levels of engagement in Strategic Partnership

Unlimited

Limited• Technical

• Financial

• Contractual49


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Basic Slogan: “If you can’t beat them, join them.”

To obtain the following benefits:To avoid import barriers, licensing requirements and other

protectionist legislation

To share the costs and risks of the research and development

of new reservoirs, products and processes

To gain access to specific markets

To reduce political risk while making inroads into a new market

To gain rapid entry into a new or consolidating industry and to take advantage of synergies

To share the TFCL Risks

50


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

IOCs are maintaining some downstream assets, and want to maintain markets for their overseas refineries & NOCs like to

invest in downstream, mainly in partnership/JV’s (e.g. Petrovietnam, Kuwait Petroleum, and NIOC)

Market Optimisation and Enhancement

PPP Establishment of Energy Funds

51


6/21/2010

18

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Rising social costs are increasing the need for private/foreign investment

Value ManagementValue Engineering

Assets Value

Knowledge Value

Supply Chains

Contract value

knowledge building, sharing of information

52


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Challenges of Strategic

Partnership Between NOCs

& IOCs?

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Challenges of Strategic Partnership

Selection of and agreement on the right type of partnership (e.g. PA/JV/Alliances)

Identifiable assets, liabilities and contingent liabilities at full fair value

Intangible assets recognized separately at fair value

Challenge is to obtain appropriate comfort over internal controls over financial reporting (ICFR) of operators.

• JV Audit Process

• Controls over JV Billing Process

• Validation of revenues vs. expenditures54

6/21/2010

19

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

How to find proper model to address the following issues:national and corporate cultures of the parties, overcoming language and communication barriers, in building trust between the parties over how to share proprietary assets and management processes.

Though partnerships present a faster and less risky route to globalization, but they should work in the highly competitive environment,

Cross-border partners have difficulty in collaborating effectively, especially in competitively sensitive and strategic areas such as oil and gas, creating mistrust and secrecy, which then undermine the purpose of the partnership.

55


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

They shift the outside competition between IOCs and NOCs into internal most of the time hidden competition between them

The enticing benefits of cross-border partnerships often mask their many pitfalls.

Cross-Border partnership between NOCs and

IOCs not only may create imbalance of

technology and knowledge-skill, but also may create the followings:

conflicting strategic goals and objectives,

cultural clashes, and

disputes over management and control systems.

56


sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

How to Maximize the

Benefits of Partnership

Between NOCs & IOCs?

6/21/2010

20

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

How to Maximize the Benefits of

Partnership?

No contractual conflict of interests and better understanding of terms and conditions of the contractual system

voluntary initiatives

partnership with responsibility, accountability, transparency

technology innovation & development (e.g. processes (from the well to the wheel)

58

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

management systems (e.g. supply chain management)

transfer of “best practices”

develop and maintain an international standard

Greater CSR and ethics

Social partnerships

Environment and social reporting

59


Partnership?

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Clear definition Targets & Objectives

Scope of works and Services

Investment & Operatorship

Leadership

Establishment of Committees:JMC

Technical Working CommitteeTechnical Working Committee

Work Implementation CommitteeWork Implementation Committee

Well Workgroup Seismic WorkgroupWell Workgroup Seismic Workgroup

Coordination Procedures

Mandatory Reporting Systems/Protocols

60


Partnership?

6/21/2010

21

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Agreeing on primary Business Principles

Win-win Principle

Good Faith Principle

Utmost Trust

Loyalty

Freedom of Contract/Party Autonomy

Creating alignment

On Objectives

Scope

61


Partnership?

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

62

Effectively Managing Risks in NOC/IOC Relationship

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

63

Effectively Managing Risks in

NOCs/IOCs Relationship�The relationship between NOCs and IOCs is essential in promoting foreign investment in E&P projects

�Investment in E&P is determined by the balance between opportunity and risk

�Both IOCs and NOCs are in competition, mostly forced by the market conditions, to improve their competitive positions

6/21/2010

22

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

64

WinWin--Win ApproachWin Approach- The interaction between NOCs and IOCs leads to a win-win outcome when each side feels they have won.

- Since both sides gets benefits from such an agreement, the long term relationship would be much more secured

- Thus, any differences and disputes arises over the term of the agreement will be much easier settled through cooperation, based on the win-win approach

NOCsNOCs

Win-WinWin-Win

IOCsIOCs


NOCs/IOCs Relationship

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

65

For a win-win approach,� The role of NOC in development of

petroleum resources should be well defined by legislation

� The relations between the state and NOC shall be reconstructed.

� The benefit of alliances with IOCs should be realized by NOCs

� NOCs should realize the importance to be competitive

� The role of NOC should be redefined as required for a commercialized NOC



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

66

For a win-win approach,� IOCs should consider the political and legal

mandates preventing NOC to freely move around

� IOCs should realize the role of NOC in development of local economy, inducement of private sector to participate in the oil industry, alleviation of unemployment, attraction of advance technology, and having trained personnel.



6/21/2010

23

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

67

For a win-win approach:

� IOCs should realize that refusing a deal does not mean that others may think the same; they may lose a deal to other rivals.

� IOCs should always be creative in providing different contractual mechanisms and suggestions to address NOCs concerns.



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Final Remarks

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Though the world is running out of oil and gas, but Oil and Natural gas will continue to be the primary energy sources for years to come. Unconventional oil and gas will become increasingly more important.

Though there is increasing convergence between IOCs and NOCs, significant differences exist in asset ownership patterns across the value chain, and that makes the partnership arrangement difficult

While IOCs have greater interests in upstream investments, NOCs like partnership more in downstream. However, NOCs partnership in downstream investments will also dictate an increase in upstream investments to guarantee supply

69

Final Remarks

6/21/2010

24

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Main QUESTIONS TO BE ANSWERED?

Whether IOCs will be to address all the said contemporary issues and concerns to the satisfaction of

NOCs and HGs?

Final Remarks

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Whether IOCs will be pushed back just to TSA

and TT operations in the

Market as MAJOR

SERVICE COMPANIES?

Final Remarks

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Whether NOCs and IOCs will be able define new roles of ENGAGMENT, RELATIONSHIP, COOPERATION in E&D&P Projects with NEW MODEL

CONTRACTS?

Whether HGs & NOCs welcomes IOCs proposals for the partnership agreements?

Final Remarks

6/21/2010

25

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Whether NOCs will be able internationalize their

operations to substitute prevailing IOCs roles in the oil and gas Market

FOREVER?

Final Remarks

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

THANK YOU VERY MUCH

[email protected]

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

Dr Ebrahimi’s Resume

(CV)

6/21/2010

26

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

CURRICULUM VITAE (CV)

Dr S N EbrahimiDr S N Ebrahimi (LLB 1990, Iran; LLM 1994, UK; and Ph.D. 1998, UK, is the Associate Professor of International Law, Ex-MoB and Legal & Contractual Director

of PEDEC/NIOC, and the Chief Negotiator of International Petroleum Contracts, NIOC.

He is an outstanding negotiator in international oil & gas contracts; Attorney at Law and Legal Advisor on International Contractors and Claims particularly Oil and

Gas; member of Chartered Institute of Arbitrators, UK; Legal Advisor to Bureau of International and Legal Services (B.I.L.S) dealing with Iran-US Tribunal claims

(1992-1999), the Hague-Tehran; Member of “British Institution on International Law”, UK; Member of International Bar Association, UK; Member of “International

Family Law Institution”, the Hague, Netherlands;

He is also Associate Professor of International law in Tehran, lecturing the following subjects:

Oil and Gas Laws and Contracts,

TFCL Strategic Management of Industry Contracts,

Contract Risk Recognition and Management,

Private International Law,

General Jurisprudence of Law,

International Commercial Arbitration,

International Trade Law,

Competition Trade law,

Law for Professional Project Managers .

76

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

He has written books in Farsi (Private International Law (Introduction, Nationality, Domicile, Status of Aliens and Refuges, Extradition and Foreign Investment in Iran) and English (Mandatory Rules and Other Party Autonomy Limitations in International Contractual

Obligations, with Particular Reference to the Rome Convention, 1980) and so many articles in international contractual obligations; private international law; international commercial

arbitration; Iran’s oil Buy-Back Contracts; Insurance in developing oil and gas industry; product liability and consumer protection.

He has delivered so many lectures/presentations inside and outside the country and in international forum as well as so many workshops in general industry and particularly oil

and gas industry

For so many years he has been a member of the Board of Petroleum Engineering and

Development Company, Director of Legal and Contractual Affairs, Petroleum Engineering and Development Company and Member of the Commission for the Transactions/Call for

Tenders, PEDEC/NIOC

He has also been a member of the Joint Management Committees of so many oil and gas

projects such as S&N Project with SHELL; Sirry E&A Project with TOTAL; Balal Project with ELF Petroleum Iran (TOTAL) and Bow Valley Energy Ltd of Canada; Dorood Project with

TOTAL and ELF of France; Salman Project with PETROIRAN & NICO; F&E Project with PETROIRAN & NICO; Sout Azadegan Project with INPEX and JAPEX of Japan

77

CURRICULUM VITAE (CV)

Dr S N Ebrahimi

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

In his oil and gas contractual negotiation skills he has negotiated with the following companies in various oil and gas fileds

ELF Petroleum Iran (TOTAL) and Bow Valley Energy Ltd of Canada on Balal Oil Field

CNPC China on South Pars Gas Field, Phase 11 (Pars LNG)

CNPC of China on North Azadegan Oil Field

ENI of Italy on Darqu ain Oil Field

GAZPROM of Russia on FWA for O&G Fields

INPEX of Japan on South Azadegan Oil Field

KEPS of Australia on Kuhe Mond Heavy Oil Field

LUKOIL of Russia on Zaghe Heavy Oil Field

ENOC of UAE on MOU for Gas Fields

Bahrain Petroleum Company on MOU & JWG for Gas Fields

PDVSA of Venezuela on MOUs for O&G Fields

ECUADOR on MOU for O&G Fields

ONGC Videsh Limited (OVL) & Indian Oil Corporation (IOC) & Oil India Limited (OIL) of INDIA on Farsi Gas Field (Farzad B Blok)

MOG and OOC of Oman on Hengam & West Bukha Oil Field

MOG and OOC of Oman on Kish Gas Field

OMV of Austria & Repsol YPF Oriente Medio, s.a. (Repsol YPF) & Sipetrol International s.a. (Sipetrol) on Mehr (Band-E-Karkheh)

Oil Field

PEG of Switzerland & Petropars of Iran and Other Members of Consortium on Kish Gas Field

PETROIRAN of Iran on N&F Oil Field

PETROIRAN of Iran on Salman Oil Field

PETRONAS on Caspian Sea Fields

PGNiG of Poland on Lavan Gas Field

Sheer Energy of Canada on MIS Oil Field

SHELL on S&N Oil Fields

SHELL/REPSOL on Persian LNG South Pars Gas Field, Phases 13 & 14

SINOPEC of China and SHELL on Yadavaran Oil Field

STATOIL (StatHydro) of Norway on Anaran Oil Block (Azar and Changoleh Oil Fields)

Statoil on TSA for South Pars Gas Field, Phases 6, 7 & 8

TOTAL of France on Sirri E&A Oil Fields 78

6/21/2010

27

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

EBRAHIMI'S MAIN ARTICLES/PRESENTATIONS/WORKSHOPS

IN OIL AND GAS INDUSTRY (Alphabetical Order)

“Amendment or Alteration to the Buy-Back Contracts in the Agenda”, Danesh-e-Naft, (Goteman), 7th Vol., January 2006

“An Overview of Issues on Oil & Gas Law Course”, 20th Feb. 2008, Payame Noor University, Tehran, Iran

“An Overview on Local Content under Maximum Utilization Act and the Role of NIOC's Buy-Back Contracts in Promoting Iranian Local Content"; Masterclass for the IQPC Conference on Local Content, Management Asia 2007, Kuala Lumpur, Malaysia, 31 May 2007

“An Overview on Regulatory, Fiscal and Contractual Aspects of NIOC's Buy-Back Contracts in Iran Oil and Gas Upstream Projects”, 2nd

workshop of Economic … of Petroleum Contracts, OPEC, Vienna, 1st-2nd

April 2008

“Analytical Overview of Call for Tender Act and Its By-Laws Instruments”, Maskan Bank, Tehran, 10th March 2009

79

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Applying Best Practices from Boundary Disputes in the Dynamic Regions of the Middle East and Caspian Sea”, IQPC Conference on International Boundary Disputes & Unitization, 26 June 2008, Kuala Lumpur, Malaysia

“Article 14 of 4th Five Years Plan for Economic, Social and Cultural Develop", PEDEC/NIOC, 2005

“Cases Against OPEC and its Legal Stands”, a presentation delivered to OPEC, Vienna, Austria, 23rd Oct 2008

“Comparative analysis of PSA models in the Middle East"; IQPC Conference on Optimising PSCs and JOAs for Sustained E&P Growth , 26th October 2005,London, UK

“Comprehensive Analysis of Engineering & Construction (EC)”, Workshop in the 1st national Conference on EPC Projects, Tehran, Iran

“Contract Risks Management, PhD Course for Project Management”, TARBIAT MODARRES, Tehran, Iran, SPRING-Summer, 2009

“Contractual and Legal Risk Management in Oil and Gas Contracts", 3rd National Management Conference, Tehran, April 2007

“Contractual Form of Iran’s Buy-Back Contracts in Comparison with Production Sharing and Service Contracts", Bahrain Middle East Oil Show, SPI International, Society of Petroleum Engineers, 2003

80



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Contractual Risks Management in Oil And Gas Contracts”, 1st OILCO Conference, 13 Mordad 1387/3 August 2008, Tehran, Iran

“Contractual, Legal and Financial Overviews of Upstream Oil Industry Projects and their Concerned Risks”, 1st OILCO Conference, 13 Mordad 1387/3 August 2008, Tehran, Iran

“Determination, objectives, measurement, principles and procedures of securing local content in the host country-NOC's perspective", IQPC , Global Local Content Summit In Oil & Gas, UK, 2007, 25 Sep. 2007

“Drafting An Effective Contract", Workshop for the K2B Conference on Contract Risk Management for Upstream Oil and Gas, Kuala Lumpur, Malaysia; 7th May 2007

“Effective LNG Contracts and Risk Management for Shipping Executives”, Workshop for IQPC Conference on the 5th

Annual LNG Shipping Asia 2008, 25 August 2008, Seoul, South Korea

“Energy Law and Role of Academic Forums in Iran : Opportunities and Challenges”, Faculty of Law and Politics, Tehran University, Tehran, Iran

“Enhance the Sustainability of Your Operations and Effectively Fulfill Local Content Requirements: Understand the Iranian Local Content Framework in a New Generation of Upstream E&P Buy-Back Projects” , IQPC 4th Summit on Local Content, 25th September 2008, London, UK

“Enhance The Sustainability of Your Operations and Effectively Fulfill Local Content Requirements: Understand the Iranian Local Content Framework in a New Generation of Upstream E&D Buy-Back Projects”, IQPC Conference on Local Content, 25th September 2008, London, UK

81



6/21/2010

28

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Establish How Long Term Access to Resources Can Be Secured by Optimizing Your Cooperation With NOC Partners”, IQPC 4th Summit on Local Content, 26th September 2008, London, UK

“Evaluate the merits of performance-based contracts by reviewing Iran’s Buy-Back model", IQPC Conference on Optimizing PSCs & JOAs for Sustainable E&P Growth, London, Tuesday 4 Dec. 2007

“Examining Effective JDA/Unitization Model Agreements In Cross Boarder Zones that Will Maximize Productivity”,Workshop for IQPC Conference on International Boundary Disputes & Unitization, 28 June 2008, Kuala Lumpur, Malaysia

“Exploration and Development of Iran's Oilfields Through Buy-Back", Natural Resources FORUM, A United Nations Sustainable Development Journal, vol. 30, Nov. 3 Aug. 2006, ISSN 0165-0203 pp 199-207

“Extraterritorial Application of USA Laws and Their Impacts on International Trade and Oil And Gas Industry”, 15th Oct 2008, Faculty of World Studies, University of Tehran

“Extraterritorial Application of USA Laws and Their Impacts on International Transactions and Oil And Gas “, World Studies, University of Tehran, April 2009

“Foreign Investment and Methods of Financing in Oil an Gas Projects in Iran", PetroPars Conference, 2004

“Foundations, Principles and Skills of Contracts Negotiations: Be and Not to Be”, Strategic Management Conference, Tehran, 4th March 2009

82



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Full comparative Study & Overview on Regulatory and Fiscal Regime of NIOC's Buy-Back Contracts VS. Production Sharing Contracts”, a WORKSHOP in Fiscal Systems in Upstream Oil & Gas (Asia 2009), T.U.N International, Kuala Lumpur, Malaysia, 25 August 2009

“How to Determine, Measure & Secure Fulfilment of Local Content Initiatives With Your Partners & Stakeholders?", Workshop on CWC Conference on the Sustainable Economic Development & Oil 2007, Fri. 30 Nov. 2007

“Important Types of Domestic Contracts", Workshop on an Overview of Principles and Rules on Various Contracts in Oil Industry in Iran, PEDEC/NIOC, January 2004

“Inevitable Concerns in Industrial Contracts", National Conference of Development of Projects’ Implementation System, Tehran, 17 May 2007

“Inevitable Legal & Contractual Considerations on Procurement of Goods and Services in International Market" (Presentation), 2nd National Conference on Projects Procurement System, Centre of Technology Study, Sanati Shari University, 4th 2008, Tehran, Iran

“Insurance and Its Risk Reducing Function in Oil and Gas Industry”, Payame Bimeh Iran, Special Edition, Spring 2004, p. 38-39

83



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“International Oil Contracts and Rules Related to the Foreign Investment in Iranian Oil Industry”, OIPF Conference of the 1st Financing of Oil Projects, Centre of Strategic Researches of

Expediency Council, Tehran, 9 December 2006

“International Petroleum Contracts and Laws on Foreign Investment in Iran Oil Industry", 1st Conference on Oil Industry Projects Financing in Iran (OIPF1), Tehran, November 2006

“Investigating Long-Term Strategic Alliances Across the LNG Supply Chain: A Producer's Perspective", IQPC Conference, London, 23rd May 2005

“Investigation on Contractual Foundations and Important Issues of Downstream Contracts in Oil Industry Projects”, 1st OILCO Conference, 13 Mordad 1387/3 August 2008, Tehran, Iran

“Law for Professional Project Managers”, Sanati Sharif University 2009, Special Course for Joint Degree of Sharif University and Calgary University in Canada, Tehran, Iran, April to July 2009

“Lawyers' Inevitable Considerations in Strategic Management of Oil and Gas Contracts”, NIOC Legal Affairs, June 2008 continue…., Tehran, Iran

“Legal and Contractual Fiscal Regime in Iran Upstream Petroleum Contracts”, Fiscal Systems in Upstream Oil & Gas (Asia 2009), T.U.N International, Kuala Lumpur, Malaysia, 25 August 2009

“Legal and Contractual Issues of NIOC’s LNG Contracts", IQPC Conference on the "LNG Contract Risk Management", London, 10th May 2004

84



6/21/2010

29

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Legal and Contractual Problems of EPC and Their TFCL Strategic Management”, 1st national Conference on EPC Projects, Tehran, Iran, 10 August 2009

“Legal and Contractual Strategic Management in Industry Projects”, International Conference on Strategic Project Management, 11th August 2008, Tehran, Iran

“Legal and Contractual Strategies and Challenges in Oil & Gas Pipelines Contracts”, Tehran, Iran

“Legal and Regulatory environment of LNG Projects in Iran", Journal of Energy & Natural Resources Law, no.2, Vol. 25, 2007, pp. 150-167

“Litigation and Arbitration with State-Owned Oil Companies", K2B Conference on Contract Risk Management for Upstream Oil and Gas; Kuala Lumpur, Malaysia; 9th May 2007

“LNG Shipping: NIOC Perspective", IQPC Conference on the "LNG Contract Risk Management", IQPC, London, 25th October 2004

“Local Content and Capacity Development”, A Workshop in the Local Content & Capability Development, 2009, Shangri-La Hotel, Jakarta, Indonesia, 14th April 2009

“Local Content Initiatives and Measuring Tools- NIOC Experience on Promoting Local Content in Iran", IQPC Conference on Local Content, Management Asia 2007, Kuala Lumpur, Malaysia, 30 May 2007

85



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Local Content Issues in Iranian Buy-Back Contracts as Experienced By Law And Practice Since 1995"; IQPC Conference on Global Local Content Summit for Oil and Gas 2006, London, 27th Oct. 2006

“Main Challenges on Development of Construction System in the Structure of Oil Industry”, First National Conference on the Development of Construction System in the Structure of Oil Industry, January 2006

“Major Petroleum Contracts: Triangles of NOCs, IOCs and HGs”, special Course to the China University of Petroleum (Beijing), March 2008, CHINA

“Management of Legal and Contractual Issues in (Industrial) Projects”, Conference on Specialized Courses on Project Management and Implementation, Technology Studies Center of Sharif University of Technology , Thursday 24th Aban 1386 / 14 November, 2007, Tehran, Iran

“Management of Claims and Dispute Settlement in Industry Projects”, (Workshop), Centre of Technology Study, Sanati Shari University, 9th March 2008, Tehran, Iran

“Management of Claims and Dispute Settlements in Petroleum Contracts”China University of Petroleum (Beijing), March 2008, CHINA

86



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Managing the Relationship Between NOCs and IOCs",Workshop for the IQPC Conference on Achieving Fiscal Stability in Upstream Contracts Summit 2007, London, 26th February 2007;

“Managing the Relationship between NOCs and IOCs"; Workshop for the IQPC Conference on Optimising PSCs and JOAs for Sustained E&P Growth , 24th October 2005, London, UK

“Mandatory Rules and Other Party Autonomy Limitations in International Contractual Obligations, with Particular Reference to the Rome Convention, 1980", Athena Press Ltd., UK, 2005, ISBN 1-84401-297-2

“Maximum Utilization of Local Content by Creating a Successful Public-Private Relationship for through Effective Community Engagement”, Local Content & Capability Development, 2009, Shangri-La Hotel, Jakarta, Indonesia, 14th April 2009

87



6/21/2010

30

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Maximum Utilization of Local Content in Iran Oil Industry, with Particular Reference to Buy-Back Contracts", Workshop for the National Conference on Procurement of Goods and Materials in Iran Infrastructural and Industrial Projects, Tehran, February 2007

“Maximum Utilization of Local Potentials and Capacities in the Execution of Industry Projects: Challenges, Opportunities and Solutions”, 1st National Conference on Promotion of Local Content with Particular Reference to Local Construction”, Tehran, Iran, June 2009

“Maximum Utilization of Technical and Engineering Potentials of the Country in Oil Industry: Challenges and Opportunities",National Conference on Procurement of Goods and Materials in Iran Infrastructural and Industrial Projects, Tehran, February 2007

88



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Modification or Alteration to the Buy-Back Contracts: Approaches or Necessity”, Abstracts of Reports, Articles, Interviews on Oil and Energy, Shana, January 2006, pp. 7-30

“Negotiation and TFCL Strategic Management of Industry Projects” , International Conference on Strategic Project Management, 11th August 2008,

Tehran, Iran

“NIOC’s Policy Towards LNG Shipping, Joint Venture and Chartering", IQPC Conference on Global LNG Shipping Symposium 2006, 18th September 2006

“Oil and Gas Law and Contracts (Domestic and International)", Workshop for the 1st Conference on Financing of Oil Industry Projects in Iran, Tehran,

November 2006

“Oil and Gas Law and Contracts (Domestic and International”, Two days Workshops), OIPF Conference of the 1st Financing of Oil Projects, Centre of Strategic Researches of Expediency Council, Tehran, 9-10 December 2006

89



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Oil and Gas Law", Ph.D. Courses on International Contract Management Studies (I.C.M.S.) in Oil & Gas Industry, Imam Sadiq University, Tehran,

2006-2007

“Oil and Gas Laws and Contracts”, Special Courses to Iranian bankers in oil and gas industry, Tehran, Iran (commenced February 2008 and continues…)

“Oil and Gas Projects Financing in World Economic Crisis”, OIPF3 Conference, Tehran, 21st February 2009

“Oil Industry Contracts - Contractual and Legal Aspects" (Workshop), OIPF2, 2-3rd 2008, Tehran, Iran

“Opening Session on Advanced Boundary Disputes", IQPC Conference on International Boundary Disputes, London, 27 February 2007

“Optimized Contracts in Iran Oil and Gas Industry- An Overview”, Imam Sadeq University, Tehran, Iran, July 2009

90



6/21/2010

31

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Outlooks on Energy Market and Oil & Gas E&P Upstream Operations”, Fiscal Systems in Upstream Oil & Gas (Asia 2009), T.U.N International, Kuala Lumpur, Malaysia, 25 August 2009

“Prepare for Your Future Partnership Engagements in Exploration and Production Through a Comparative Analysis of Major Oil and Gas Contracts", Workshop for IQPC Conference on Optimizing PSCs & JOAs for Sustainable E&P Growth, London, Wednesday 5 Dec. 2007

“Probative Value of Data Message and Electronic Documents in Iran’s Electronic Commercial Law”,Vol. 3, No. 9, Journal of law and Political Sciences, Faculty of Law and Political Science, University of Mazandaran, Summer 2008, pp.11-52

“Reciprocal Duties of Iranian Insurance and insured Companies and in the Coverage of Oil, Gas, and Petrochemical Industry”, Payame Bimeh Iran, 8th Annum, No. 166, December 2003

“Recognition and Management of Legal and Contractual Risks of Oil Industry Contracts”, Council of Legal Coordination for Iran Petroleum Ministry, August 2009

“Relationship between NOCs and IOCs in international oil and gas contracts: New Trends" (Presentation), OIPF2, Tehran, 2-3rd Feb 2008

“Review And Analysis of International Petroleum Contracts- Types of International Petroleum Agreements”, 1st OILCO Conference, 13 Mordad 1387/3 August 2008, Tehran, Iran

“Risk Factors in Offshore Floating LNG Facilities & LNG Shipping Markets”, IQPC Conference on the 5th

Annual LNG Shipping Asia 2008, 26 August 2008, Seoul, South Korea91



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Risk Management of NIOC Buy-Back Contract via Legal and Contractual Issues”, IBC Asia, 22 Nov. 2006, Kuala Lumpur, Malaysia.

“Role of Insurance in Developing Oil and Gas Industry”, Payame Bimeh Iran, 8th Annum, No. 166, December 2003

“Role of National & Independent Oil Companies in Present & Future Sustainable Economic Development", CWC Conference on the Sustainable Economic Development & Oil 2007, Wed. 28 Nov. 2007

“Roles and Functions of Insurance and its Main TFCL Considerations in N.I.O.C’s Upstream Buy-Back Projects”, Tehran Conference on Insurance in Oil, Gas & Petrochemicals, July 8-9, 2008 , Tehran, Iran

“Rules and Regulations of Iranian Oil Industry", Ph.D. Courses on International Contract Management Studies (I.C.M.S.) in Oil & Gas

Industry, Imam Sadiq University, Tehran, 2006-2007

92



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Stabilisation and Adaptation Clauses in Iran's Buy-Back", IQPC Conference on Stabilising Fiscal Terms in Upstream Oil and Gas, 17-18 August 2005,London, UK

“Strategic Management: Inevitable Considerations in Oil and Gas Contracts”, China University of Petroleum (Beijing), March 2008, CHINA

“Study on Mechanisms of Transfer and Development of Technology in the New Generation of IRAN Oil Contract”, Third Conference on The Development of Technology in Oil Industry, IICIC, 24-25th Feb. 2008, Tehran, Iran

“TFCL Contract Management: Legal and Contractual Management of Procurement in Industry Projects”, Tehran, Iran, 11 Feb. 2009,

93



6/21/2010

32

sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“TFCL Strategic Management as An Advanced Contract Management”, Procurement Conference, Tehran, 1st January 2009

“TFCL Strategic Management as An Advanced Contract Management”, Tarbiat Modarres University, Tehran, Iran, May 2009

“TFCL Strategies Management of PROCURMENT CONTRACT in Industry Projects”, Workshop, Tehran, Iran, 11 Feb. 2009,

“TEFCEL Risk Factors of LNG Contracts & Strategic Management”, Workshop in 4th FLNG Asia Pacific Summit, IQPC, Singapore, 7 June 2010

“TEFCEL Risk Factors in FLNG Industry: Field Operator Case Study”, 8 June 2010 , 4th FLNG Asia Pacific Summit, IQPC, Singapore

“The Evolution of Contracting Models with the Current Shift in the Market –From PSA to Advanced Models”, NOC/IOC/SOC Alliancing Models within Oil and Gas Operations, IQPC, London, 8th July 2009

94



sn

Eb

ra

hi

mi@

ya

ho

o.

co

m

“Understand past and present concerns from boundary disputes in the dynamic regions of the Middle East and Caspian Sea", IQPC Conference on International Boundary Disputes, London, 27 February 2007

“Using Buy-Back Schemes for Exploration and Development of Oil Fields”, 11th ADIPEC, 11th October 2004, Abu Dhabi International Exhibitions Center, UAE

“W&H Questions on Fiscal and Regulatory Regime in Upstream Projects for Panel Discussion”, Fiscal Systems in Upstream Oil & Gas (Asia 2009), T.U.N International, Kuala Lumpur, Malaysia, 25 August 2009

“What a ‘Traditional’ NOC Seeks from Potential Investors – Iranian Case Study", IQPC Conference on Achieving Fiscal Stability in Upstream Contracts Summit 2007, London, 26th February 2007

“WHAT" AND "HOW" QUESTIONS: Brainstorming Local Content - Finding primary solutions to your local content concerns, IQPC , Global Local Content Summit In Oil & Gas 2007, UK, 24 Sep. 2007

Management and Strategies of Negotiations in International Oil and Gas Contracts”, 1st

National Conference on Strategic Management, 2005

95

