doing business in iran's post-sanction era: oil and gas industry
TRANSCRIPT
Doing Business in Iran’s Post-Sanction Era:O&G Industry in Particular
By: Dr. S. N. Ebrahimi
The Hague, Netherlands
09-03-2016
CURRICULUM VITAE (CV)S N
• S N (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.
• 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 .
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Petroleum Laws & Contracts in Iran
• Amended Petroleum Act, 1390• Duties and Powers of Ministry of Petroleum, 1391• 6th Five Years Plan• Ministerial Decree on Structure and General Conditions and Model of New Petroleum Contracts
Oil & Gas Law
• E&P• Buy‐Back (3 Generations)/IPC?• EOR/ IOR• EPCF/ EPC/ EPC Turnkey• BOT• PPP
Oil & Gas Law & Contracts (Short, Medium & Long)
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Varieties of New Contract ModelExploration & Appraisal
Development of the Green fields
Integrated Exploration and Development operation for new areas.
Development of the Common fields with neighboring countries.
Enhancement of Oil Recovery of the Brown fields ( IOR&EOR)
Integrated Exploration, Development, Production & IOR/EOR
Exploration, Development & Production Operation in the “High Risks” areas and Deep Waters.
One single “General Model“ is designed which is flexible and allows for further modifications in parts to adopt all requirements of the intended items
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Main Issues & Concerns of Doing Business in Iran
• Joint Arrangement• JV• JOC/JOA
• Management Skills & Training
• Utilization/Transfer/ Development of Technology & Know‐How
Main Issues & Concerns
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• Capital Investment/Financing
• MUICA
• CFT & Negotiation Based Award
• New contractual framework and T&C
Main Issues & Concerns
• FS/Bankability/ROR
• Arbitration centre for commercial disputes settlement
• Insurances/Reinsurance/Forwarding
• Banking Sanction/Banking relationship & correspondence
• Exportation /Importation & Customs Duties
• Indirect Costs (e.g. Taxation , SSO, Levies & Charges)
Main Issues & Concerns
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• Guarantee (BG/Sovereignty Guarantee)
• FIPPA/No FIPPA
• Arbitration Procedures
• Capitalisation
• Template/Format of IPC, subject to negotiation
Main Issues & Concerns
•Mainland, e.g. Tehran
• FIPPA
• Company Law Registrar
• Free Trade Zone
Establishment of a company in Iran
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•Affiliate
•Subsidiary
•Branch
•Representative/ Agent
Registration of a company in Iran
Joint Arrangements for international
contracts
Joint Arrangements
JV• Incorporated• Unincorporated
Alliances
Consortia
Partnership
ParticipationJOC/JOAJPA/JPC
PSA/PSC
BOT
JMC/JSC
Challenges of Joint
Arrangements
Complex Negotiations – 6 Months or More
More Expensive to
Run
Ownership
, Management & Voting System
On‐Going Investment
May Be More Ad Hoc and Less
Long Term Commitment
Quantification of Assets & Properties
May Fall Apart if Interests are Not Really Aligned.