Oil Concession Contracts and the Problem of Hold-Up
1
Oil Concession Contracts and the Problem of Hold-Up
Simon Brinsmead
Abstract
This paper examines various aspects of modern oil concession contracts. Drawing on
Williamson’s transaction cost analysis, oil concession contracts are evaluated in terms of
the specificity of the assets involved, the safeguards employed, and price. The paper
discusses the implications for host governments, oil companies and arbitral tribunals
flowing from the interconnectedness of these elements.
1. Introduction
This paper applies the transaction cost analysis formulated by Williamson1 and others to
oil concession contracts.2 This methodology introduces the concept of ‘asset specificity’
or ‘lock-in’. This occurs when the firm’s assets cannot be used as effectively in another
transaction.3 Section Two discusses the characteristics of petroleum investment that
render such assets and investment ‘specific’. Lock-in can expose international oil
companies to ‘hold-up’, where the host State attempts to renegotiate to appropriate more
of the returns than was previously agreed,4 especially after significant oil reserves have
been discovered.5 To prevent this from occurring, or to ameliorate its negative effects,
firms generally seek to include safeguards in the contract (Section Three). Often,
safeguards take the form of clauses providing for the resolution of disputes in a neutral
forum, supplemented by stabilization, choice-of-law and other similar clauses. Section
Four examines the intricacies of price (broadly understood) in oil concession agreements.
For Williamson, asset specificity, safeguards and price are interdependent, and each
1 OLIVER E. WILLIAMSON, THE ECONOMIC INSTITUTIONS OF CAPITALISM (1985).
2 This paper uses the term ‘concessions’ to refer generically to all international petroleum agreements.
Confusingly, the term may also refer to a particular type of petroleum agreement, to be contrasted
with production sharing agreements (PSAs) and risk service contracts.
3 JOHN ROBERTS, THE MODERN FIRM 91 (2004).
4 Id. at 91.
5 Klaus Peter Berger, Renegotiation and Adaptation of International Investment Contracts: The Role
of Contract Drafters and Arbitrators, 36 VAND. J. TRANSNAT’L L. 1347, 1349 (2003).
Electronic copy available at: http://ssrn.com/abstract=1002755
2
reflects the other in the negotiation of the contract.6 If this assessment holds for oil
concessions, host States which resist the inclusion of safeguards in concession
agreements will probably need to compensate investors in the form of higher ex ante
financial returns. Persistent arbitral decisions striking down stabilization and choice-oflaw
clauses are likely to have a similar effect. Section Five deals with other clauses that
frequently appear in oil concession agreements.
2. Cost Allocation and Asset Specificity
The investment required to undertake petroleum exploration and extraction activities is
highly specific in nature.7 The international oil company (IOC) generally incurs all the
costs of exploration, drilling and extraction, regardless of the form of the concession
agreement.8 Notwithstanding the sophisticated risk assessments undertaken by IOCs
before drilling starts,9 oil exploration and extraction remains a high risk venture.10
Bindeman states:
Ventures of this nature are of a high risk nature in the physical, commercial and political sense as
it is difficult to determine in advance the existence, extent and quality of mineral reserves as well
as production costs and the future price in the world market.11
To address this reality, very large IOCs diversify their risk by simultaneously drilling for
oil across many different locations, both within a given country and between countries.12
For present purposes, it is worth noting that by undertaking all the costs of exploration,
the IOC incurs substantial sunk costs.13 Once incurred, they cannot be recovered.14
6 WILLIAMSON, supra note 1, at 30-35.
7 Berger, supra note 5, at 1349.
8 See GORDON H. BARROWS, WORLDWIDE CONCESSION CONTRACTS AND PETROLEUM LEGISLATION 2
(1983): ‘It is common in all forms of petroleum agreements to place the risk on the international
company’. See, e.g., RAYMOND F. MIKESELL, PETROLEUM COMPANY OPERATIONS AND
AGREEMENTS 28 (1984); R. DOAK BISHOP, JAMES CRAWFORD & W. MICHAEL REISMAN, FOREIGN
INVESTMENT DISPUTES: CASES, MATERIALS AND COMMENTARY 219, (2005) (regarding Production
Sharing Agreements); MIKESELL, id. at 29, BISHOP ET. AL. id. at 222 (regarding Service Contracts).
9 Thomas W. Wälde & George Ndi, Stabilizing International Investment Commitments: International
Law Versus Contract Interpretation, 31 TEX. INT’L L.J. 220 (1996); MIKESELL, supra note 8, at 30-
35.
10 Wälde & Ndi, supra note 9, at 220.
11 Kirsten Bindeman, Production Sharing Agreements: An Economic Analysis, Oxford Institute for
Energy Studies 5 (1999), available from http://www.oxfordenergy.org/pdfs/WPM25.pdf; see also
Samuel K.B. Asante, Stability of Contractual Relations in the Transnational Investment Process,
28(3) I.C.L.Q. 401, 410 (1979).
12 This is known as the ‘portfolio effect’: see MIKESELL, supra note 8, at 34.
13 Berger, supra note 5, at 1349; Exploration costs have also escalated dramatically: Roland Brown,
The Relationship Between the State and the Multinational Corporation in the Exploitation of
Resources, 33 (1) INT’L & COMP. L. Q. 218, 221 (1984).
14 ROBERTS writes supra note 3, at 91-92 about sunk costs: ‘Once the investments are made, the costs
are sunk. This means that even if the price ultimately received by the seller were cut almost to the
level of variable costs, so that almost no contribution to covering the costs of the investments would
3
Hence, after a major oil find, the IOC is vulnerable to opportunistic behaviour by the host
State.15
In a common scenario, the State offers generous terms to IOCs to encourage investment.
Before significant oil has been discovered in a particular country or region, such terms
are often necessary due to the above mentioned risk of finding nothing. Once oil has
been discovered and successful extraction has commenced, the State (often after a change
of government or domestic pressure) seeks to unilaterally alter the agreement.16 A
common method is to alter the tax regime. In some cases, expropriation may occur, as
recently occurred in Venezuela.17 Such occurrences are anathema to IOCs, who must
bear the cost of many unsuccessful exploratory ventures for every genuine find. Without
the ‘windfall’ from a major oil find they are unable to finance all the other ‘dead ends’ in
their diversified portfolio.18
Some oil companies have sought to negotiate agreements with host countries that
effectively reduce the specificity of their assets. For example, the host State may agree
that all costs of exploration may be deducted from the oil company’s income for tax
purposes.19 By foregoing its present tax revenues in the expectation of future tax income
once oil is discovered, the host State is effectively sharing the risk of exploration with the
oil company.20 In other examples, companies may seek reimbursement of some of their
exploration costs from the host government.21 This in turn reduces the extent of sunk
costs, reducing the specificity of the oil company’s assets. To address the specific nature
of its assets and protect against ‘hold-up’ or worse, outright expropriation, IOCs
frequently seek to include safeguards in the contract.22
be realized, it would still not be worthwhile to withdraw from serving the buyer. The reason is that
the sunk costs must be borne in either event and the asset has no other good use.’
15 Berger, supra note 5, at 1349; Wälde & Ndi, supra note 9, at 225.
16 Wälde & Ndi, supra note 9, at 224-225.
17 Q&A with Venezuela’s Energy Minister, WASHINGTON POST, 11 May 2007; Venezuela Slaps Big
Levy on Conoco, LOS ANGELES TIMES, 12 May 2007.
18 Wälde & Ndi, supra note 15, state at 227: ‘Uncertainty distorts the risk/reward equation which is at
the heart of mineral investment. Since it is the expectation of a beyond-average reward which
motivates the mineral investor and compensates for the often massive exploration risk, uncertainty of
the reward (driven by the prospect of fiscal intervention into negotiated terms) means that the prior
risk is not worth taking’.
19 Pedro Van Meurs, Financial and Fiscal Arrangements for Petroleum Development – an Economic
Analysis, in PETROLEUM INVESTMENT POLICIES IN DEVELOPING COUNTRIES (NICKY BEREDJIK &
THOMAS WÄLDE EDS) 59 (1988).
20 Id.
21 MIKESELL, supra note 8, at 111 regarding Colombia’s 1976 Model Contract of Association.
22 WILLIAMSON, supra note 1, at 20.
4
3. Safeguards
Safeguards may include ‘a specialized governance structure to which to refer and resolve
disputes’.23 Ideally, this should take place in a ‘forum external to the original social
setting of the dispute’.24 Petroleum contracts often provide important safeguards in the
form of clauses requiring disputes to be resolved by international commercial arbitration.
Arbitration may take place in a neutral forum, subject to a neutral law, and may be
assisted by the incorporation into the contract of a ‘stabilization’ clause, requiring the
host State not to amend its laws so as to affect the terms of the agreement, especially its
financial provisions. Although the oil company will generally seek the most effective
degree of safeguard that is attainable, its success will depend on its ability to negotiate
such clauses with the host State.25 Not only may the host State oppose the inclusion of
such clauses in the agreement; it is also likely to contest them in arbitration.
The various safeguard clauses that regularly feature in concession agreements – relating
to dispute resolution, choice of law, choice of forum, stability of laws and currency
conversion/profit repatriation – should be viewed as essential components of an effective
political risk management package. Without one of the components, the effect of the
others may be severely compromised or even rendered a nullity.
The need for safeguards arises partly because of the unique position of the host State visà-
vis the IOC. Through its legislative and administrative powers and, occasionally, its
control of the judiciary,26 the host State is often able to maintain effective control over its
relationship with the IOC within its jurisdiction. For this reason, it is natural for oil
companies to look outside the State’s juridical sphere to some ‘external forum’ to resolve
disputes. However, host States, perhaps due to ideological reasons or to satisfy internal
political demands,27 may be unwilling to submit to such an external forum. Williamson’s
framework suggests that, to the extent that such reluctance reduces the effectiveness of
the safeguards inherent in the contract, it will need to be reflected in an allocation of
returns from the investment that is more favourable to the investor.
3.1 Stabilization Clauses
The IOC may well have agreed to commence exploration and drilling on the basis of the
financial arrangements detailed below in section 4. However, one of the parties to the
agreement, the host State, also holds the sovereign power to amend its laws at any time,
23 Id. at 34.
24 Marc Galanter, Justice in Many Rooms: Courts, Private Ordering, and Indigenous Law, 19 J. LEGAL
PLURALISM 1, 1 (1981); see also WILLIAMSON, supra note 1, at 20.
25 Berger, supra note 5 at 1349; Brown, supra note 13, at 221-222; M. SORNARAJAH, THE
INTERNATIONAL LAW ON FOREIGN INVESTMENT 75-77 (2nd ed., 2004). For an actual example, see
Kuwait v. American Independent Oil Co. (AMINOIL), Award of 24 March 1982, 21 I.L.M. 976
(1982).
26 Wälde & Ndi, supra note 15, at 226. See also ROBERT H. JACKSON, QUASI-STATES: SOVEREIGNTY,
INTERNATIONAL RELATIONS AND THE THIRD WORLD 21 (1990).
27 Wälde & Ndi, supra note 15, at 224.
5
which could affect these financial arrangements. To preserve the contract as negotiated,
IOCs often insist on the inclusion of a stabilization clause in the agreement, to prevent
either unilateral changes to the contract, or changes to the host country’s laws that
negatively affect the operation of the contract.28
Traditional stabilization clauses sought to ‘freeze’ the laws of the host country, and
prevent it from enacting legislation inconsistent with the rights embodied in the
concession agreement.29 For example:
The Shaikh shall not by general or special legislation or by administrative measures or by any
other act whatever annul this Agreement except as provided in Article 11. No alteration shall be
made in terms of this Agreement by either the Shaikh or the Company except in the event of the
Shaikh and the Company jointly agreeing that it is desirable in the interests of both parties to make
certain alterations, deletions or additions to this Agreement.30
More recent stabilization clauses are more likely to permit the host State may amend its
laws, but provide that such amendment will not affect the rights of the investor.31 A
straightforward example is:
This agreement shall be construed in accordance with the Petroleum and Tax Laws and related
regulations in force on the date of execution. Any amendments to, or repeal of such laws or
regulations, shall not affect the contract rights or obligations of the contractor without its
consent.32
As Brown observes, this clause attempts to
…create an enclave where things stand still – a place apart from the rest of the country where, in
contrast, for good or ill, legislative changes must take place.33
At one time, it appeared that the stronger bargaining power of developing countries
would render stabilization clauses a relic of the past.34 But as Wälde & Ndi note,
increasing interest in the petroleum reserves of former Soviet countries, some of which
are associated with very high levels of political risk, has seen the stabilization clause
mount a surprising comeback.35 Modern concessions frequently combine a stabilization
clause with a renegotiation clause:
It is hereby agreed that if during the term of this agreement there should occur such changes in the
financial and economic circumstances relating to the petroleum industry, operating conditions in
Ghana and marketing conditions generally as to materially affect the fundamental economic and
financial basis of this Agreement, then the provisions of this Agreement may be reviewed or
28 Asante, supra note 11, at 409; Brown, supra note 13, at 222-224; SORNARAJAH, supra note 25, at
407.
29 NOAH RUBINS & N. STEPHEN KINSELLA, INTERNATIONAL INVESTMENT, POLITICAL RISK AND
DISPUTE RESOLUTION 51 (2005).
30 SORNARAJAH, supra note 25, at 409.
31 Wälde & Ndi, supra note 9, at 215.
32 RUBINS & KINSELLA, supra note 29, at 52.
33 Brown, supra note 13, at 221.
34 Wälde & Ndi, supra note 9, at 217; Brown, supra note 13, at 223-224.
35 Wälde & Ndi, supra note 9, at 217.
6
renegotiated with a view to making such adjustments and modifications as may be reasonable
having regard to the Operator’s capital employed and the risks incurred by him, always provided
that no such adjustments or modifications shall be made within 5 years after the commencement of
production or petroleum in commercial quantities from the production area and that they shall
have no retroactive effect.36
Should a stabilization clause be subject to arbitration or litigation, the host country is also
likely to argue that the clause is unenforceable for offending the host State’s sovereignty,
and furthermore contravening the principle of the Permanent Sovereignty of Natural
Resources.37
Some arbitrators have accepted such arguments,38 and some academic commentators
agree; for example, Sornarajah states:
In any event, a foreign investment agreement in the natural resources sector has to contend with
the principle of permanent sovereignty over natural resources. There is a view gaining strength
that this doctrine prevents a foreign investment agreement binding the legislative competence of a
state.39
Other arbitrators and commentators have disagreed, viewing the State’s decision to
muzzle its own legislative powers as an exercise of its own sovereignty.40 If
Williamson’s view as to the inherent interconnectedness of asset specificity, price and
safeguards is correct, judicial and academic approaches which diminish the value of
stabilization clauses and hence the value of the safeguards provided by concession
agreements would probably need to be compensated by either lower asset specificity or
higher prices for the investor. Thus, the debate over the validity of stabilization clauses
may be classified as one of form rather than substance.
3.2 Dispute Settlement Clauses
3.2.1 Arbitration
Oil companies frequently seek to provide that any disputes arising in relation to the
concession agreement will be resolved by means of international commercial
arbitration.41 At a fundamental level, providing for arbitration ensures that disputes are
36 Id. at 266.
37 G.A. Res. 1803, U.N. GAOR, 17th Sess., Supp. No. 17, at 15, U.N. Doc. A/5217 (1962).
38 See the various Libyan oil nationalization cases, including BP Exploration Company (Libya) Ltd v.
Government of the Libyan Arab Republic 53 I.L. R. 297; Texaco Overseas Oil Petroleum
Co/California Asiatic Oil Co (TOPCO) v. Government of the Libyan Arab Republic 53 I.L.R. 389
(1979); Libyan American Oil Co. (LIAMCO) v Government of the Libyan Arab Republic 62 I.L.R.
140 (1977).
39 SORNARAJAH, supra note 25, at 410.
40 See Michael E. Dickstein, Revitalizing the International Law Governing Concession Agreements, 6
INT’L TAX & BUS. LAW. 54, 59 (1988). For arbitral decisions, see Saudi Arabia v Arabian American
Oil Company (Aramco) 27 I.L.R. 117; AGIP v Popular Republic of the Congo 2 I.L.M. 726 (1982);
Radio Corporation of America v Republic of China, reprinted in 30 AM. J. INT’L L. 535 (1936).
41 R. Doak Bishop, Sashe D. Dimitroff and Craig S. Miles, Strategic Options Available When
Catastrophe Strikes the Major International Energy Project, 36 TEX. INT’L L. J. 635, 653.
7
resolved through a juridical body that is neutral as between the parties.42 Arbitration
provides other advantages, such as confidentiality,43 and the scope to choose an
appropriate law (see 4.2.2 below). In addition, the decisions of international arbitral
tribunals may be enforced through multilateral treaty mechanisms established by
instruments such as the Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (‘New York Convention’)(1958)44 and the Convention on the Settlement
of Investment Disputes Between States and Nationals of Other States (‘ICSID
Convention’) (1965).45
Although permanent arbitral forums recommend fairly terse arbitration clauses such as:
All disputes arising out of or in connection with the present contract shall be finally settled under
the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators
appointed in accordance with the said Rules.46
the parties entering the concession agreement often choose a much more complicated
formulation.47 Such formulations generally make provision inter alia for: conciliation of
disputes prior to arbitration; appointment of arbitrators; and waiver of sovereign
immunity. An example of the last is:
The parties agree that this arbitration clause is an explicit waiver of immunity against validity and
enforcement of the award or any judgment thereon and that the award or judgment thereon, if
unsatisfied, shall be enforceable against any Litigant in any court having jurisdiction in accordance
with its laws.48
Such a provision seeks to allay the risk that a foreign court would refuse to enforce an
arbitral award against a State on the grounds of the immunity of that State from
prosecution in the courts of another State.
42 Id. at 26-27.
43 ALAN REDFERN ET. AL., LAW AND PRACTICE OF INTERNATIONAL COMMERCIAL ARBITRATION 32 (4th
ed. 2004).
44 Jun. 10, 1958, 330 U.N.T.S. 38 (1959), see REDFERN ET AL., supra note 43, at 538.
45 Mar. 18, 1965, 575 U.N.T.S. 160 (1966); see BISHOP, CRAWFORD & REISMAN, supra note 8, at 515.
46 BISHOP, CRAWFORD & REISMAN, supra note 8, at 226.
47 Id. at 225-238.
48 Id. at 308.
8
3.2.2 Choice of Law
Strictly speaking, the issue of which law governs the oil concession affects all issues
relating to its interpretation, not merely the resolution of disputes that arise under it. But
in practical terms, it is generally when disputes arise that the issue is raised. While
ascertaining the applicable law can give rise to complicated issues, decision makers tend
to give effect to the law chosen by the parties.49
If the contract provides for arbitration, the arbitrators will apply both a procedural and a
substantive law.50 The contract generally nominates the law of an organized arbitral
forum such as the International Centre on Settlement of Investment Disputes (ICSID) or
the International Chamber of Commerce (ICC), or a free-standing set of arbitral rules
such as the United Nations Commission on International Trade Law (UNCITRAL)
Arbitration Rules.51 The law of procedure is also likely to be affected by the law of the
seat of arbitration (lex arbitri), which gives additional importance to the choice of
forum.52
While many concession agreements nominate the law of the host State as the governing
substantive law,53 oil companies tend to oppose this choice, which could have the
practical effect of negating the impact of other safeguards, such as clauses relating to
stabilization and arbitration. However, the law of another State is rarely chosen, as it is
considered an affront to the host State to ask it to be subjected to the law of another
sovereign.54
49 RUBINS & KINSELLA, supra note 29, at 45-46. See Texaco Overseas Petroleum Company and
California Asiatic Oil Company (TOPCO) v. The Government of the Libyan Arab Republic, 17
I.L.M. 1 (1978). But note Mobil Oil Iran Inc., et al v. Government of the Islamic Republic of Iran
and National Iranian Co., Case No. 74, Award No. 311-74/76/81/150-3, 14 July 1987, 16 Iran-US
Cl. Trib. Rep. 3 (1987), which stated: ‘In these cases, the Tribunal concludes, and the Parties agree,
that the lawfulness of an expropriation must be judged by reference to international law. This holds
true even when the expropriation is of contractual rights. A concession, for instance, may be the
object of a nationalization regardless of the law the parties chose as the law of the contract. In the
instant Cases, the validity under international law of the Single Article Act and of its application to
the SPA or any other agreement is not dependent upon the law which the Parties chose to govern the
Agreement.’
50 REDFERN ET. AL., supra note 43, at 91.
51 (1976), available from http://www.uncitral.org/pdf/english/texts/arbitration/arb-rules/arb-rules.pdf.
52 Id. at 92-102, especially 98-102; R. Doak Bishop, International Arbitration of Petroleum Disputes:
The Development of a Lex Petrolea, Y.B. COMM. ARB’N XXIII 1131, 1143 (1998).
53 Trinidadian & Tobagon Model Production Sharing Contract for Deep Water Areas, 86 IHS Energy,
Petroleum Economics and Policy Solutions (PEPS) Database at http://www.ihsenergy.com; UMC
Production Sharing Contract Dated 29 June 1992 Between the Republic of Equatorial Guinea &
United Meridian International Corp., 135 BASIC OIL LAWS & CONCESSION CONTRACTS: SOUTH &
CENTRAL AFRICA 1 (1998); see BISHOP ET AL., supra note 8, at 255-256.
54 Charles E. Stewart, Commentary 1.1, in 1 TRANSNATIONAL CONTRACTS (CHARLES E. STEWART ET.
AL. EDS) 1997; see BISHOP, CRAWFORD & REISMAN, supra note 8, at 259; SORNARAJAH, supra note
25, at 411; RUBINS & KINSELLA, supra note 29, at 47.
9
Consequently, concession agreements not governed by the law of the host State
frequently nominate some combination of the law of the host State and international law
as the governing law.55 For example:
This agreement shall be governed and interpreted in accordance with and shall be given effect
under the laws of Pakistan to the extent that such laws and interpretations are consistent with
generally accepted standards of International Law including principles as may have been applied
by international tribunals.56
A similar formulation is provided by Article 42 (1) of the ICSID Convention:
The Tribunal shall decide a dispute in accordance with such rules of law as may be agreed by the
parties. In the absence of such agreement, the Tribunal shall apply the law of the Contracting
State party to the dispute (including its rules on the conflict of laws) and such rules of international
law as may be applicable.
The effect of such a clause is to ‘internationalize’ the contract.57 This is an important
step because unless the contract is governed to some degree by public international law,
no remedy may be available to the oil company under international law for breach of
contract by the host State.58
3.3 Currency Conversion and Profits Repatriation Clauses
Where the oil company earns all or some of is revenues in local currency (for example,
where production is sold to the host State or where the agreement includes local supply
arrangements), the IOC may insist on the inclusion of a clause providing the right to
convert these revenues into its own currency.59 Rubins and Kinsella suggest the
following convertibility clause:
The State shall permit the Investor to convert all earnings from or returns on [describe investment]
from [local currency] into any other currency within five business days of a written request from
the investor. The State shall not permit any agency, instrumentality, or subdivision of the State to
delay any such conversion.60
A more comprehensive example is:
22.1 All payments which the Contract require Contractor to make to Minister or the
Government shall be made in United States dollars at a bank designated by recipient.
Contractor may make payment in other currencies, if acceptable to recipient.
55 RUBINS & KINSELLA, supra note 29, at 47; SORNARAJAH, supra note 25, at 411.
56 BISHOP, CRAWFORD & REISMAN, supra note 8, at 256.
57 RUBINS & KINSELLA, supra note 29, at 122. For arguments against internationalization, see
SORNARAJAH, supra note 25, at 420-423.
58 Asante, supra note 11, at 406; Brown, supra note 13, at 634; RUBINS & KINSELLA, supra note 25, at
122; Prosper Weil, The State, the Foreign Investor and International Law: The No Longer Stormy
Relationship of a Ménage à Trois, 15 ICSID REV. 401, 402 (2000).
59 BISHOP, CRAWFORD & REISMAN, supra note 8, at 313; RUBINS & KINSELLA, supra note 29, at 65-66;
See also Wälde & Ndi, supra note 9, at 224.
60 RUBINS & KINSELLA, supra note 29, at 66.
10
22.2 Conversion of all payments made by Contractor in Trinidad and Tobago into United
States dollars or any other currency acceptable to the recipient shall be effected at the
generally prevailing rate of exchange at the time of payment.
22.3 All payments due to Contractor from Minister shall be made in United States dollars
or any other currency acceptable to Contractor, at a bank to be designated by
Contractor.
22.4 Contractor shall have the right to receive, retain abroad and use without restriction
the entirety of proceeds received from its sales of its share of Petroleum from the
Contract Area subject to Contractor satisfying completely its then accrued financial
obligations under this contract.
22.5 Contractor shall during the term of the Contract have the right without the imposition
of any control, except as otherwise imposed by the terms of the Contract, to make
any payments and to maintain and operate bank accounts outside Trinidad and
Tobago in whatsoever currency. Contractor may also operate and maintain United
States dollar or other foreign currency bank accounts within Trinidad and Tobago
subject to applicable law.61
This clause contains several noteworthy features. Since the Contractor has the right to
export its share of the oil extracted, the need for convertibility provisions is minimized.
Further, clauses 22.1 and 22.3 provide that all payments between the Minister and
Contractor shall be in United States dollars. Nevertheless, clauses 22.4 and 22.5 would
certainly preclude the Minister from imposing currency controls on the Contractor.
These two clauses would also ensure that no restrictions may be placed on repatriation of
profits by the Contractor. The Contractor is free to place revenues from oil sales in bank
accounts inside or outside Trinidad and Tobago, and move funds between bank accounts
at will. These clauses would be very helpful to the Contractor. They provide the
freedom to move funds between accounts in order to minimize its tax liabilities to its
domicile, including in response to future amendments to such tax laws.62
4. Allocation of Financial Returns
This issue is of paramount importance to both parties. Le Leuch states:
In any agreement, the package of economic and fiscal provisions, known as the ‘fiscal package’,
plays a central role, since this constitutes the mechanism which enables the allocation of economic
benefits and risks between the parties concerned.63
61 Trinidadian & Tobagon Model Production Sharing Contract for Deep Water Areas 72, IHS Energy,
Petroleum Economics and Policy Solutions (PEPS) Database at http://www.ihsenergy.com. For a
simpler provision, see BARROWS, supra note 8, at 136.
62 On the importance of the IOC’s home tax regime, see Walde & Ndi, supra note 9, at 224.
63 Honoré Le Leuch, Contractual Flexibility in New Petroleum Contracts, in PETROLEUM INVESTMENT
POLICIES IN DEVELOPING COUNTRIES (NICKY BEREDJICK &THOMAS WÄLDE EDS) 81-82 (1998).
11
Williamson frames his analysis in terms of ‘price’.64 To apply this analysis to petroleum
concession agreements, the term ‘price’ may be understood as encompassing all elements
that affect the balance of financial returns between the two parties, including taxation,
allocation of oil and/or revenues, agreed prices (if any) and how expenses will be
accounted for. One important component of the ‘price’ can be world oil prices. Oil
prices tend to follow a cyclical pattern;65 such fluctuations can dramatically affect the
willingness of oil companies to undertake exploration.66 Furthermore, a high oil price
environment generally engenders a negotiating dynamic where host States are able to
take a higher portion of the revenues from the project.67
Modern oil concession agreements are generally classified according to the form taken by
their financial provisions. The three most prominent are: production sharing agreements
(PSAs), service contracts and modern concessions.68 The main point of difference
between the three is ownership of the oil (and gas) to be extracted. In modern concession
agreements, the oil company usually retains ownership of any oil that is produced, and is
thus free to sell it at the world price. In a PSA, ownership of the oil is split between the
IOC and the host State (or its national oil company). In the service contract, ownership
remains with the host State or its national oil company.69
In all three types, moves towards increased flexibility can be observed in recent years.70
Increased flexibility can improve negotiated outcomes for both the host country and the
investor.71 The aim is not only to encourage exploration in marginal fields, but to render
the revenue split contingent on future profitability of the oilfield in question.72 In essence,
the government agrees to a lower its take on marginal fields, and in return takes a larger
share of revenues from profitable fields.73 These changes have resulted in the conclusion
of significantly more comprehensive agreements, a development which overshadows to
some extent the traditional differences between the three types of agreements.74
64 WILLIAMSON, supra note 1, at 35.
65 Wälde & Ndi, supra note 9, at 225.
66 See Van Meurs, supra note 19, at 48-53.
67 Le Leuch, supra note 63, at 84.
68 Many commentators will introduce this nomenclature at the beginning of their analysis. However,
the differences between concessions, PSAs and risk service contracts exist mainly in relation to their
financial provisions. See Le Leuch, supra note 63, at 86-88.
69 BARROWS, supra note 8, at 1. See also MIKESELL, supra note 8, at 26-29.
70 Brown, supra note 13, at 224-225.
71 Van Meurs, supra note 19, at 48-49; see also Le Leuch, supra note 63, at 95.
72 ‘Two major developments in the terms and conditions of petroleum arrangements occurred during
the 1979-82 period. First, a trend towards the evolution of more comprehensive arrangements, and
second, the development of fiscal terms and conditions identifying the profitability of operations as
the main variable in determining the government take’: Van Meurs, supra note 19, at 48-49 (1988);
see also Le Leuch, supra note 63, at 95.
73 Le Leuch, supra note 63, at 83-86.
74 Van Meurs, supra note 19, at 49; Brown, supra note 13, states at 224: ‘…the key to stability is a
more flexible fiscal regime capable of responding to a wider range of variable factors’.
12
4.1 Production Sharing Agreements
Since the first PSA was signed in 1966 between Indonesia’s Pertamina and a US oil
company, this contractual form has proliferated around the world, especially in
developing countries such as Malaysia, Oman, Angola, Egypt, Gabon, Libya and Peru.75
Most involve some degree of affiliation with a national oil company.76 Following
extraction, the oil is split between the two parties on the following basis:77
a) Royalty: a specified percentage of oil (or revenue) accrues to the host country as
a royalty payment.
b) Cost oil: after the payment of the royalty, the IOC is permitted to retain a certain
percentage (often in the range of 30-50 per cent) of the oil to cover its costs of
exploration, drilling and production. There is generally a predetermined ceiling
on such cost recovery (perhaps reflecting skepticism about the IOC’s accounting
procedures). Some PSAs permit previous unrecovered costs to be ‘carried
forward’ to future periods.78
c) Profit oil: after the IOC has recovered its costs, the remaining oil is split between
the IOC and national oil company according to a predetermined formula. For
example, Ashland Oil Company Nigeria PSA provides that after 40% cost
recovery, the remaining production up to 50,000 barrels per day (bpd) is split 65-
35 between the Nigerian National Oil Company (NNOC) and Ashland, which
increases to 70-30 once production exceeds 50,000 bpd.79
d) Tax: the IOC generally pays income tax to the host country on its share of profit
oil, as well as other taxes.80 There may be some arrangement whereby the
national oil company pays a portion of the IOC’s taxes.81
The inflexibility inherent in traditional PSA arrangements can both discourage
exploration in marginal fields and render future renegotiations more likely.82 If the cost
75 Le Leuch, supra note 63, at 90.
76 BARROWS, supra note 8, at 9.
77 See Bindeman, supra note 11, at 12-15.
78 Lawrence Atseguba, Acquisition of Oil Rights under Contractual Joint Ventures in Nigeria, 37(1) J.
AFR. L. 10, 14.
79 BARROWS, supra note 8, at 202; Atseguba, supra note 78, at 20.
80 For example, Malaysia’s PSA of 1976 requires the contractor to pay a 45% tax on net earnings from
his share of crude, with bonus payments, royalties, export taxes, costs and excess proceeds
deductible for tax purposes. The IOC must pay an additional tax equal to 70% of proceeds above a
base price for oil, which is increased at an annual rate of 5% to reflect inflation. See MIKESELL,
supra note 8, at 86-88.
81 For example, under the contract between Petroperu and Occidental Petroleum of July 1980,
Occidental was obliged to pay a tax on net income from operations and any other applicable taxes,
with the exception of the following taxes to be paid by Petroperu: royalties on petroleum production;
taxes levied on the exportation of petroleum; and customs duties on capital goods and raw materials
imported by the contractor: see MIKESELL, supra note 8, at 73-75.
82 Le Leuch, supra note 63, at 99.
13
oil recovery provisions noted in (2) above do not reflect the costs of exploration and
drilling, or the prevailing and future oil price, they will provide unacceptably low returns
to marginal fields and a windfall to very profitable fields.83 One possible solution is to
introduce a progressive profit oil split based on the rate of return of the investor.84
4.2 Risk Service Contracts
Under this arrangement, the contractor searches for oil at its own expense.85 If oil is
discovered, the IOC generally extracts it, also at its own cost.86 A national oil company
may enter the process at some stage to share production with the IOC, or take it over
completely.87 The IOC may be permitted to recover its exploration and production costs
through the sale of oil.88 All remaining oil is retained by the host country, and the IOC is
paid a fee for its services. Some risk service contracts (such as in Brazil) give the IOC
the option to buy oil back from the host State at the world price.89 Furthermore,
payments to the IOC are frequently made in oil, reducing further the difference between
the risk service contract and a PSA.90
Argentina has deployed various forms of risk service contracts over the years.91 The socalled
‘Frondizi Contracts’ of the late 1950s (named after the Argentine President of the
time) came close to the epitome of a ‘service contract’; IOCs were required to drill a
specified number of wells in a particular area, and were paid fixed amounts calculated on
the basis of metres drilled and per-hour completion of wells.92 After numerous changes
of government and oil governance regimes, the Risk Contract Law of 1978, which sought
to encourage offshore exploration and drilling, permitted IOCs to sell all the oil extracted
to Argentina’s national oil company, Yacimientos Petroliferos Fiscales (YPF), at a price
based on the prevailing world price, but adjusted for, among other things, the prevailing
peso-dollar exchange rate, the Argentina wholesale price index for nonagricultural
products, and a coefficient K.93 The K coefficient, which was subject to negotiation
between the IOC and YPF, in any case declined with the amount produced by the
contractor in accordance with a fixed scale.94
83 Id.
84 Id. at 100.
85 BARROWS, supra note 8, at 18.
86 Id.
87 Id. at 18-19.
88 Id. at 18. But note that under Nigeria’s service contracts, ownership of all oil vests with the State;
the IOC is reimbursed for its services entirely through payments from the State: Atseguba, supra
note 78, at 20.
89 BARROWS, supra note 8, at 18-19. See also BISHOP, CRAWFORD & REISMAN, supra note 8, at 222;
MIKESELL, supra note 8, at 92-107; RUBINS & KINSELLA, supra note 29, at 33-34.
90 See, e.g. MIKESELL, supra note 8, at 112.
91 Id. at 92-99.
92 MIKESELL, supra note 8, at 93.
93 Id. at 97.
94 Id.
14
A more recent example is the model Service Contract of the Philippines.95 The IOC is
permitted to retain up to 70 per cent of gross revenues from the sale of oil to cover its
costs (clause 10.2). It is permitted to retain a further 40 per cent of the remaining oil
(clause 10.6). In addition, the host may elect for the IOC to market the remainder of the
oil, and pay the host 60 per cent of the proceeds of such sale (clause 10.4(a)).96 Given
that the IOC is able to maintain ownership over most (if not all) of the oil proceeds until
sale, there is little to differentiate this ‘service contract’ from a PSA, or even from a
concession.
4.3 Modern Concessions
Agreements which do not fit any of the generally accepted structures are regarded by
default as modern concessions.97 Under such agreements, the government generally
derives all its revenues from royalties, income taxes and other similar payments.98 A
straightforward example is the regime provided under Zaïre’s (now the Democratic
Republic of the Congo’s) Petroleum Ordinance of May 1967, which provided for
prospecting permits, exploration licences, operating licences, concessions and special oil
exploration agreements.99 The Government receives 20 per cent of the oil company’s
shares; a royalty of 12.5 per cent is payable; and a tax of 50 per cent is levied on taxable
profits.100 In some concessions (such as the Abu Dhabi agreement), the royalty may be
paid in oil.101
As with PSAs, introducing flexibility into concessions can benefit both partners. Le
Leuch suggests several possible methods.102 One is a progressive royalty scheme. This
involves fluctuation of the royalty (5 per cent, 10 per cent, 20 per cent etc.) based on such
‘profitability indicators’ as daily production levels (larger fields tend to be more
profitable), location (onshore is often superior to offshore), and date of discovery (old
fields may be more profitable than new fields).103 Another option is the levy of an excess
profits tax. Under this arrangement, the investor’s financial rate of return is calculated,
and a sliding scale tax rate imposed at different levels.104
95 Republic of the Philippines Department of Energy Model Service Contract, available from
http://www.ccop.or.th/epf/philippines/terms_pdf/model_contract_as_of_23_JUL.pdf.
96 Id.
97 MIKESELL, supra note 8, at 108. Le Leuch supra note 63, states at 89: ‘Where legislation has been
enacted to govern [the] concession, it may be called a licence or permit or lease or concession’.
98 Id.
99 BARROWS, supra note 8, at 296-297.
100 Id.
101 Ernest E. Smith & John S. Dzienkowski, A Fifty-Year Perspective on World Petroleum
Arrangements, 24 TEX. INT’L L. J. 13, 50 (1989).
102 Le Leuch, supra note 63, at 97.
103 Id.
104 Id.
15
5. Other Clauses
5.1 Basic Permissions
In most developing countries, all minerals are owned by the State.105 Even where this is
not the case, the State is nevertheless regarded as trustee of all natural resources within its
territory, on behalf of its citizens.106 Hence, permission from the State is always
necessary to explore for, and exploit, natural resources.107 Accordingly, one basic
function of the concession agreement is to confer upon the oil company the permission to
prospect for and extract oil within the territory of the State in question. For example,
Article 2.2 of Trinidad and Tobago’s Deep Water Model Production Sharing Contract
provides:
2.2 Subject to the terms and conditions of the Contract, Minister hereby appoints Contractor as
the exclusive agent to conduct Petroleum Operations in the Contract Area during the term of the
Contract. It is hereby understood and agreed that nothing in this Contract shall confer ownership
of Petroleum in strata to Contractor.108
Important elements of this basic permission are the size of the acreage and the duration of
the permission. In determining acreage sizes, States usually seek to ensure that the area
is prospected as thoroughly as possible.109 In areas where prospects are more uncertain,
States usually entice oil companies with larger acreages.110
Regarding agreement duration, this might once have been as long as 60-75 years.111 In
modern agreements in their various forms, the average duration is eight or nine years.112
Furthermore, the duration is often divided into segments of 2-3 years, with minimum
work program and expenditure commitments in each.113 The contractor often has the
option to terminate the agreement at the end of each phase. This structure can limit
somewhat the exposure of both parties.114
105 Brown, supra note 13, at 221.
106 SAMIR MANKABADY, ENERGY LAW 38 (1990).
107 Id.
108 Trinidadian & Tobagon Model Production Sharing Contract for Deep Water Areas, IHS Energy,
Petroleum Economics and Policy Solutions (PEPS) Database at http://www.ihsenergy.com
109 Peter Cameron, The Structure of Petroleum Agreements, in PETROLEUM INVESTMENT POLICIES IN
DEVELOPING COUNTRIES (NICKY BEREDJICK & THOMAS WÄLDE EDS) 30-31 (1988).
110 Id.
111 MIKESELL, supra note 8, at 21; Smith and Dzienkowski, supra note 101, at 21. For example,
William D’Arcy obtained a concession from the Shah of Persia in 1901 for 500,000 square miles of
territory and a duration of sixty years. The price was a $100,000 ‘bonus’, another $100,000 stock in
D’Arcy’s oil company, and a 16% royalty.
112 Cameron, supra note 109, at 31. This source is a little older than might be ideal, but information
about the terms of current agreements is notoriously difficult to obtain.
113 Id. at 31-32.
114 Id.
16
5.2 Force Majeure Clauses
A force majeure clause excuses either or both parties from fulfilling their contractual
obligations in defined circumstances beyond the control of the party in question.115 A
typical force majeure clause provides:
17.7 Force Majeure
The obligations of each of the Parties hereunder, other than the obligation to make payments of
money, shall be suspended during a period of Force Majeure and the term of the relevant period or
phase of this Agreement shall be extended for a time equivalent to the period of Force Majeure
situation. In the event of Force Majeure the Party affected thereby shall give notice thereof to the
other Party as soon as reasonably practical stating the starting date and the extent of such
suspension of obligations and the cause thereof. A Party whose obligations have been suspended
as aforesaid shall resume the performance of such obligations as soon as reasonably practical after
the removal of the Force Majeure and shall notify the other Party accordingly.116
Force majeure clauses provide less protection to investor than might be expected, since
they apply only to contractual duties owed to the other party; they will not excuse the
investor from obligations to third parties (such as forward supply contracts). While some
force majeure clauses extend to events that might generally be regarded as falling under
the category of ‘political risk’, it is generally advisable to temper this by precluding either
party from claiming force majeure in relation to its own acts.117
5.3 Other Clauses
As with any contract, the parties have a great deal of latitude to include any terms they
wish in the agreement. Many developing countries are keen for oil companies to train
local personnel in management positions, with the eventual aim of the host State
eventually taking full or substantial control of the industry. For example, in Nigeria, the
NNPC/Ashland PSA requires Ashland to train Nigerians in all aspects of the management
of the petroleum industry.118 In other instances, the oil company is subject to local
supply119 or local content arrangements.120 Some agreements even require the oil
company to build hospitals, roads and schools.121
115 RUBINS & KINSELLA, supra note 29, at 57.
116 Berger, supra note 5, at 1350-1351.
117 RUBINS & KINSELLA, supra note 29, at 58-59.
118 Atseguba, supra note 78, at 23. See also Burmese Service Contract dated 11 July 1974 for Offshore
Petroleum Operations between Myanma Oil Corporation and Esso Exploration and Production
Burma Inc., outlined in BARROWS, supra note 8, at 71.
119 BARROWS, supra note 8, at 106, 139, 200.
120 Id. at 126.
121 Id. at 124.
17
6. Conclusion
Although it can receive conclusive support only from empirical data, Williamson’s
transaction cost framework appears to shed light on the interconnectedness between the
various elements of concession agreements – assets, safeguards and price. Given the
high specificity of the assets involved, IOCs seek high prices, robust safeguards, or some
combination of both. This interrelation is also affected by the increasing tendency of
concession agreements to anticipate future events, such as large finds or rising
international oil prices, and the build flexibility mechanisms into the concession, thus
reducing the likelihood of renegotiations or, at worst, expropriation. While oil prices
follow a cyclical pattern, and stabilization clauses move in and out of fashion, the trend
towards increased complexity in concession agreements looks to be decidedly linear in
nature.
7. Bibliography
7.1 Periodicals and Books
Samuel K.B. Asante, Stability of Contractual Relations in the Transnational Investment
Process, 28(3) INT’L & COMP. L. Q. 401 (1979).
Lawrence Atseguba, Acquisition of Oil Rights under Contractual Joint Ventures in
Nigeria, 37(1) J. AFR. L. 10 (1993).
GORDON H. BARROWS, WORLDWIDE CONCESSION CONTRACTS AND PETROLEUM
LEGISLATION (1983).
Klaus Peter Berger, Renegotiation and Adaptation of International Investment Contracts:
The Role of Contract Drafters and Arbitrators, 36 VAND. J. TRANSNAT’L. L. 1347 (2003).
Kirsten Bindeman, Production Sharing Agreements: An Economic Analysis, OXFORD
INSTITUTE FOR ENERGY STUDIES (1999), available from
http://www.oxfordenergy.org/pdfs/WPM25.pdf.
R. Doak Bishop, International Arbitration of Petroleum Disputes: The Development of a
Lex Petrolea, Y.B. COMM. ARB’N XXIII 1131 (1998).
R. Doak Bishop, Sashe D. Dimitroff and Craig S. Miles, Strategic Options Available
When Catastrophe Strikes the Major International Energy Project, 36 TEX. INT’L L. J.
635 (2001).
R. DOAK BISHOP, JAMES CRAWFORD AND W. MICHAEL REISMAN, FOREIGN INVESTMENT
DISPUTES: CASES, MATERIALS AND COMMENTARY (2005).
18
Roland Brown, Choice of Law Provisions in Concession and Related Contracts, 39(6)
MOD. L. REV. 625 (1976).
Roland Brown, The Relationship between the State and the Multinational Corporation in
the Exploitation of Resources, 33(1) INT’L & COMP. L. Q. 218 (1984).
Peter Cameron, The Structure of Petroleum Agreements, in PETROLEUM INVESTMENT
POLICIES IN DEVELOPING COUNTRIES (NICKY BEREDJICK &THOMAS WÄLDE EDS) (1988).
HENRY CATTAN, THE EVOLUTION OF OIL CONCESSIONS IN THE MIDDLE EAST AND NORTH
AFRICA (1967).
HENRY CATTAN, THE LAW OF OIL CONCESSIONS IN THE MIDDLE EAST AND NORTH
AFRICA (1967).
T.B. Coale, Stabilization Clauses in International Petroleum Transactions, 30 DENV. J.
INT’L L. & POL’Y 217 (2002).
Michael E. Dickstein, Revitalizing the International Law Governing Concession
Agreements, 6 INT’L TAX & BUS. L. 54 (1988).
Marc Galanter, Justice in Many Rooms: Courts, Private Ordering, and Indigenous Law,
19 J. LEGAL PLURALISM 1 (1981).
ROBERT H. JACKSON, QUASI-STATES: SOVEREIGNTY, INTERNATIONAL RELATIONS AND
THE THIRD WORLD (1990).
Gabrielle Kaufmann-Kohler, Globalization of Arbitral Procedure, 36 VAND. J.
TRANSNAT’L L. 1313 (2003).
SAMIR MANKABADY, ENERGY LAW (1990).
RAYMOND F. MIKESELL, PETROLEUM COMPANY OPERATIONS AND AGREEMENTS (1984).
ALAN REDFERN ET. AL., LAW AND PRACTICE OF INTERNATIONAL COMMERCIAL
ARBITRATION (4th ed. 2004).
August Reinisch, Expropriation, in ILA COMMITTEE ON THE INTERNATIONAL LAW OF
FOREIGN INVESTMENT (MUCHLINSKI ED.) 38 (forthcoming); pre-published version
available from http://www.ilahq.
org/pdf/Foreign%20Investment/ILA%20paper%Reinisch.pdf
David N. Smith & Louis T. Wells, Jr, Minerals Agreements in Developing Countries:
Structures and Substance, 69(3) AM. J. INT’L L. 560 (1975).
19
Ernest E. Smith & John S. Dzienkowski, A Fifty-Year Perspective on World Petroleum
Arrangements, 24 TEX. INT’L L. J. 13 (1989).
M. SORNARAJAH, THE INTERNATIONAL LAW OF FOREIGN INVESTMENT (2nd ed. 2004).
Charles E. Stewart, Commentary 1.1, in 1 TRANSNATIONAL CONTRACTS (CHARLES E.
STEWART ET. AL. EDS) 1997.
Pedro Van Meurs, Financial and Fiscal Arrangements for Petroleum Development – an
Economic Analysis, in PETROLEUM INVESTMENT POLICIES IN DEVELOPING COUNTRIES
(NICKY BEREDJIK & THOMAS WÄLDE EDS) 48 (1988).
Thomas W. Wälde & George Ndi, Stabilizing International Investment Commitments:
International Law Versus Contract Interpretation, 31 TEX. INT’L L.J. 215 (1996).
Prosper Weil, The State, the Foreign Investor and International Law: The No Longer
Stormy Relationship of a Ménage à Trois, 15 ICSID REV. 401, 402 (2000).
OLIVER E. WILLIAMSON, THE ECONOMIC INSTITUTIONS OF CAPITALISM (1985).
7.2 International Instruments
Convention on the Settlement of Investment Disputes Between States and Nationals of
Other States, Mar. 18, 1965, 575 U.N.T.S. 160 (1966).
Convention on the Recognition and Enforcement of Foreign Arbitral Awards, Jun. 10,
1958, 330 U.N.T.S. 38 (1959).
Permanent Sovereignty of Natural Resources, G.A. Res. 1803, UN GAOR, 17th Sess.,
Supp. No. 17, at 15, U.N. Doc. A/5217 (1962).
7.3 Cases and Arbitrations
AGIP v. Popular Republic of the Congo 2 I.L.M. 726 (1982).
BP Exploration Company (Libya) Ltd v. Government of the Libyan Arab Republic 53
I.L.R. 297.
In the Matter of Revere Copper and Brass Inc. v. Overseas Private Investment
Corporation, Award of 24 Aug. 1978, 56 I.L.R. 258, 271.
Kuwait v. American Independent Oil Co. (AMINOIL), Award of 24 March 1982, 21
I.L.M. 976 (1982).
20
Libyan American Oil Co. (LIAMCO) v. Government of the Libyan Arab Republic 62
I.L.R. 140 (1977).
Mobil Oil Iran Inc., et al v. Government of the Islamic Republic of Iran and National
Iranian Co., Case No. 74, Award No. 311-74/76/81/150-3, 14 July 1987, 16 Iran-US Cl.
Trib. Rep. 3 (1987).
Radio Corporation of America v. Republic of China, reprinted in 30 AM. J. INT’L L. 535
(1936).
Saudi Arabia v. Arabian American Oil Company (Aramco) 27 I.L.R. 117.
Texaco Overseas Oil Petroleum Co/California Asiatic Oil Co (TOPCO) v. Government of
the Libyan Arab Republic 53 I.L.R. 389 (1979).
7.5 Other Materials
Q&A with Venezuela’s Energy Minister, WASHINGTON POST, 11 May 2007.
Republic of the Philippines Department of Energy Model Service Contract, available
from
http://www.ccop.or.th/epf/philippines/terms_pdf/model_contract_as_of_23_JUL.pdf.
Trinidadian & Tobagon Model Production Sharing Contract for Deep Water Areas, IHS
Energy, Petroleum Economics and Policy Solutions (PEPS) Database at
http://www.ihsenergy.com.
UMC Production Sharing Contract Dated 29 June 1992 Between the Republic of
Equatorial Guinea & United Meridian International Corp., 135 BASIC OIL LAWS &
CONCESSION CONTRACTS: SOUTH & CENTRAL AFRICA 1 (1998).
United Nations Commission on International Trade Law Arbitration Rules (1976),
available from http://www.uncitral.org/pdf/english/texts/arbitration/arb-rules/arbrules.
pdf.
Venezuela Slaps Big Levy on Conoco, LOS ANGELES TIMES, 12 May 2007.
قابل استفاده دانشجویان دکتری و کارشناسی ارشد حقوق خصوصی و حقوق تجارت بین الملل و بین الملل و دانشجویان کارشناسی حقوق و فقه و علوم قضایی و ثبتی
