General training

Objectives

Our general training courses are intended for practitioners (lawyers, economists, engineers, financiers, etc.) involved in the implementation and development of projects in the various energy and natural resources sectors, with a view to raising their awareness of the legal and transactional aspects of these projects in emerging countries, particularly in Africa and the Middle East.

Offered in the form of compulsory modules, it is enriched with case studies drawn from projects carried out with the assistance of major international law firms, and it will provide them with the essential tools for the legal and fiscal structuring of projects, as well as for the negotiation of the essential clauses of governmental agreements and industrial, commercial and financing contracts.

Pedagogy

Training at RHR Law’ offices and/or via interactive video conferencing.

Based on the RHR Law training catalogue, with compulsory modules on the 4 topics relevant to the firm’s practice; Oil & Gas, Renewable Energy, Mining and Construction.

Includes case study workshops with presentation of model clauses drawn from practice.

Training in English or French.

List of Programs

Legal aspects of oil and gas contracts - exploration and production

1. What types of contracts to conclude with the state for exploration and production ? This module includes a case study workshop on the differences between concession contracts, production sharing contracts (PSCs) and risk service contracts (RSCs).

2. Important points to bear in mind when negotiating production sharing contracts (PSCs) with the state. This module includes a case study on drafting a PSC for an offshore oil field in Africa.

3. What are the main terms of a Risk Service Contrat (RSC) to be entered with the state ? This module includes a case study workshop on drafting a RSC for an offshore gas field in the Middle East.

4. How to organise the relationship between (i) the members of the contracting group and (ii) the members of the contracting group and the operator ? A case study workshop on drafting a Joint Operation Agreement (JOA).

5. The different types of Joint-Venture (JV) agreements in oil exploration. This module includes a case study workshop on drafting the main terms of a JV agreement.

6. The place of service contracts in oil exploration. This module includes a case study workshop on drafting the main terms of a turnkey drilling agreement.

7. Tax clauses in oil contracts : how to articulate the different components of direct and indirect mining taxation? This module includes a case study on drafting economic and fiscal stabilisation clauses.

8. What are the obligations and sanctions of local content (employment and training of nationals, local subcontracting, technology transfer) ? This module includes a comparative study of local content clauses in mining conventions signed by different African countries.

9. The purchase and sale of oil interests : key stages of negotiation. This module includes a comparison of the sale of shares in an oil company with the sale of oil assets and the drafting of the main terms of the sale of participating interests (Farmout) agreement in Africa.

10. How to properly negotiate a contract for the purchase and sale of oil and gas products? This module includes drafting key terms of crude oil supply contracts.

Development and financing of renewable energy projects in emerging countries

1. How to properly assess the legal, fiscal, economic and political environment for renewable energy investments? This module includes a case study on the matrix of risk allocation to the different actors of the project.

2. Key steps in the legal organisation of the project: balancing the interests of the private partners and the state participation in a renewable energy project. This module includes a case study workshop on the drafting of a public-private partnership contract for the development, financing, construction and operation of a photovoltaic project.

3. Important points to bear in mind when negotiating a power purchase agreement. This module includes a case study workshop on drafting a power purchase agreement with a national electricity company.

4. How to ensure the bankability of a power purchase agreement? This module includes a case study on the key elements of bankability and lenders’ requirements for financing a PV plant.

5. What are the main differences between a PPA with the state and a CPPA (Corporate Power Purchase Agreement)? This module includes the drafting of the main terms of a solar CPPA.

6. What are the specifics of construction agreements for renewable electricity and thermal power plants? This module includes drafting the main terms of an EPC (Engineering, Procurement, Construction) contract for the construction of a biomass power plant.

7. What are the main types of financing for renewable energy projects? This module includes a workshop on drafting the main terms of a senior loan agreement and a subordinated loan agreement for the construction of a photovoltaic plant.

8. How to negotiate and set up the various securities and guarantees in the context of project financing? This module includes a workshop on drafting the main terms of a direct agreement between lenders and a state.

9. What are the main types of corporate finance for renewable energy projects? This module includes a workshop on setting up a corporate loan with lender risk participation in a wind project.

Legal aspects of exploration and exploitation of mines in Africa

1. How to approach the negotiation with the State on the different types of long-term contracts in the mining sector? This module includes a case study on how to conduct negotiations with the State.

2. Key steps in the legal organisation of the project: balancing the interests of the private partners and the participation of the state. This module includes a case study on drafting a mining company’s shareholders’ agreement with the state.

3. Important points to bear in mind when negotiating mining exploration and exploitation agreements. This module includes a case study on the drafting of a contract for the exploitation of an iron ore deposit in Africa.

4. Are state commitments in mining conventions negotiable?

5. What are the commitments of the mining company? This module includes a case study on the mining company’s commitments in terms of works, financing, environment and local development.

6. The company’s rights in relation to mining infrastructure (construction, financing, exploitation, access rights): what are the pitfalls to avoid?

7. Tax clauses in mining agreements: how to articulate the different components of direct and indirect mining taxation. This module includes a case study on the drafting of tax stabilisation clauses.

8. What are the obligations and sanctions of local content (employment and training of nationals, local subcontracting, technology transfer)? This module includes a comparative study of local content clauses in mining conventions signed by different African countries.

9. The purchase and sale of mining interests: key stages of negotiation. This module includes a comparison of the sale of mining shares and the sale of mining assets and the drafting of the main terms of the agreement for the sale of mining shares in Africa.

10. How to properly negotiate a contract for the purchase and sale of mining products and precious metals? This module includes the drafting of key terms of precious metals supply contracts.

Public-Private Partnerships for Infrastructure Construction and Operation in Africa

1. What are the characteristics of PPPs? This module defines the different types of PPPs and highlights the advantages and disadvantages of each.

2. Key steps in the legal organisation of the project: balancing the interests of the private partners and the participation of the state. This module includes a case study on the drafting of a port operating company’s shareholders’ agreement with the State.

3. Important points to bear in mind when negotiating a public-private partnership contract. This module includes a case study on the drafting of a PPP contract for the construction, financing and operation of an airport in West Africa.

4. How to ensure the bankability of a public private partnership contract? This module includes a case study on the key elements of bankability and lenders’ requirements for financing transport infrastructure.

5. How to ensure good governance of a PPP contract? This module includes the presentation of a scheme for implementing governance rules in a PPP.

6. What are the obligations and sanctions of local content (employment and training of nationals, local subcontracting, technology transfer) in a construction project?