Represented local and multinational companies in the sale and purchase of assets and shares, particularly in the upstream oil and gas sector.
Acted in the purchase of Austrian owned OMV companies in Pakistan (2017-8) and UK owned Premier Oil companies in Pakistan (2016), and a substantial holding in a Pakistani oil marketing company to a middle-eastern company (2018). Earlier, acted in the sale of BP’s assets in Pakistan (2011-14), purchase of Tullow Pakistan (2014) and aspects of the sale of Petronas Carigali Pakistan (2011).
Acted on the buy-side in relation to the Government of Pakistan’s sale of companies and assets (i.e. privatization), including sale of state interests in petroleum concessions; in Pakistan Steel Corporation and Pakistan State Oil Ltd.
Apart from the customary suite of agreements, such transactions involved extensive due diligence and, often protracted, issues to be resolved with regulatory authorities (including the Directorate General (Petroleum Concessions), the Competition Commission of Pakistan and the Securities and Exchange Commission of Pakistan).
Oil and Gas
Drafted, negotiated, reviewed and advised on upstream petroleum contracts, including exploration licences, production leases, concession and offshore production sharing agreements, joint operating agreements, pipeline agreements, assignments, drilling rig, associated services, cost carry arrangements, farm ins and bids for acreage.
Typically have acted for the operator of the blocks and occasionally for non-operators. Sectoral clients include and have included Eni, MOL, OMV, Petronas, Polish Oil, OGDCL, Mari Petroleum, PPL, Spud, BP, Tullow Oil, MND and Kuwait Energy.
Drafted, negotiated and reviewed gas and crude oil/condensate sales and pricing agreements and RLNG transportation agreements. Negotiated and concluded, for a multinational operator, a private party gas supply agreement and sought to agree an augmented gas price. In 1999-2000 part of a team which developed a gas pricing framework which model was substantially adopted for all gas pricing in Pakistan since.
In 2014 and 2015, lead counsel in a USAID project to make improvements to the oil and gas sector in Pakistan and implement declared Government policies. Activities included drafting model agreements; recommending specific revisions to legislation and the model Concession and Production Sharing Agreements; finalising detailed reports on implementation of the Tight Gas Policy, 2011, Low BTU Gas Pricing Policy, 2012 and Marginal Gas/Stranded Fields Guidelines, 2013 and examining national regulatory arrangements following sweeping devolution brought about by the 18th Amendment to the Constitution.
For a major multinational operator, concluded twelve inter-linked agreements with seven parties for: (i) the owners of two gas fields in the Province of Sind (Pakistan) to commingle and jointly process their gas and (ii) transfer the management of the processing plant to a non-owning party. It was, and continues to be, a unique contractual arrangement and is still recognized by industry commentators as a successful arrangement. It required careful regulatory and tax considerations and multiple joint venture partners’ involvement.
Successfully handled the defence and counter-claim of a lengthy ICC arbitration in Singapore (2009-2014) and a substantial and complex reference before an expert (2011). Both cases were brought by electricity producers against WAPDA.
Acted for various companies in defending and prosecuting litigation matters in the courts of Pakistan, including breach of contract, constitutional petitions, customs matters and employment.
Corporate and commercial
Acted in and advised upon a broad range of legal and contractual matters, including employment, company management, leases, stamp duty, customs, trademarks, environment and consumer protection.
Acted for a multinational borrower in a loan from the IFC for financing part of its working interest share of a gas development project. Being the first transaction of its kind in Pakistan, regulatory approval was a particular challenge.
Acted for law firms and advisors internationally in undertaking due diligence exercises of local companies for the issuance of bonds and to acquire shares.
Registered companies, societies, partnerships, branch offices and assisted in the formalities to close them down. Coordinated with the State Bank of Pakistan for share acquisitions and advised on local compliance, including with the Securities and Exchange Commission of Pakistan, the Competition Commission of Pakistan, Board of Investment and sectoral regulators (e.g. the Director General Petroleum Concessions and the Oil and Gas Regulatory Authority).