special institute on international mining and oil & gas · colombia at the 13th special...

www.rmmlf.org

Rocky Mountain MineRal law

Foundation

Special Institute on

InternatIonal Bar assocIatIon

sectIon on energy, envIronment, natural resources, and Infrastructure law (seerIl)

latIn amerIcan regIonal forum (larf)

Hilton Cartagena HotelApril 20-22, 2015

Cartagena de Indias, Colombia

Join the global community of leading natural resources attorneys and other professionals in Cartagena, Colombia at the 13th Special Institute on International Mining and Oil & Gas Law, Development, and Investment. The institute is co-sponsored by the Rocky Mountain Mineral Law Foundation and the International Bar Association Section on Energy, Environment, Natural Resources, and Infrastructure Law (SEERIL) and the Latin American Regional Forum (LARF).

With the increasingly global nature of the extractive industries, major developments continue to impact the financial sector, commodity markets, and the relationships among companies, governments, and communities. This timely institute will address a broad range of important legal and investment-related issues for attorneys, companies, governments, and others involved in international mining and oil & gas development.

Únase a la comunidad internacional de destacados abogados especialistas en recursos naturales y otros profesionales en Cartagena, Colombia en la decimotercera edición del Instituto Especial de Derecho Internacional de Minería, Petróleo y Gas, Desarrollo e Inversión. El Instituto sera co-patrocinado por la Rocky Mountain Mineral Law Foundation y la International Bar Association Sección de Energía, Medio Ambiente, Recursos Naturales e Infraestructura (SEERIL) y el Foro Regional Latinoamericano (LARF).

Con el carácter cada vez más global de las industrias extractivas, importantes acontecimientos siguen afectando al sector financiero, los mercados de materias primas, y las relaciones entre empresas, gobiernos y comunidades. Este instituto oportuno abordará una amplia gama de cuestiones jurídicas y relacionadas con las inversiones para abogados, empresas, gobiernos y otros actores involucrados en la minería internacional y el desarrollo de las industrias del petróleo y gas.

Realizado por primera vez en 1991, este instituto ha tenido lugar en Rio de Janeiro, Buenos Aires, Santiago, Caracas, Lima, los Estados Unidos, y en Cartagena en 2013. Un lugar muy popular, Cartagena es un centro vital para las transacciones y conferencias de petróleo, gas, y minería, y fue sede de la Organización de los Estados Americanos 2012 Cumbre de las Américas. Únase a nosotros en esta histórica ciudad para un instituto que proporcionará una oportunidad única para aprender y compartir experiencias con colegas de todo el mundo sobre temas críticos para el sector de recursos naturales.

First held in 1991, this institute has been hosted in Rio de Janeiro, Buenos Aires, Santiago, Caracas, Lima, the United States, and in 2013 in Cartagena. A popular location, Cartagena is a critical hub for Latin American oil, gas, and mining transactions and conferences, and hosted the 2012 Organization of American States Summit of the Americas. Join us in this beautiful and historic city for an institute that will provide a unique opportunity to learn and share expertise with colleagues from around the world on issues critical to the mineral resources sector.

International Mining and Oil & GasLaw, Development, and Investment

OUR SPONSORS

SPONSORSHIP OPPORTUNITIESThe Rocky Mountain Mineral Law Foundation welcomes sponsors, whose generous donations help to reduce expenses for this Institute, allowing us to keep registration rates substantially lower than similar international conferences. Sponsors are acknowledged on the Foundation website, on signs displayed at the Institute, and in the contributors list included in the conference materials at both the Institute in Cartagena and the Foundation’s 61st Annual Institute in Anchorage, Alaska, July 16-18, 2015. Sponsorship opportunities are available at two levels:

• Premier Sponsor: $2,500(USD). Includes a waived registration fee for one representative• Sponsor: $1,000(USD)

We also welcome Media Sponsors.For information on our Sponsorship Program, visit www.rmmlf.org/CART2-Sponsorship.pdf. Questions? Contact Frances Hartogh at [email protected].

PROGRAM COMMITTEESteering Committee

Scot W. Anderson, Hogan Lovells U.S. LLP, Denver (Chair)Fernando Aguirre, Bufete Aguirre Soc. Civ. Abogados, La PazMichael Bourassa, Fasken Martineau DuMoulin LLP, Toronto

José Francisco Chalela, Gamboa & Chalela Abogados, BogotáElisabeth Eljuri, Norton Rose Fulbright S.C., Latin America

Florencia Heredia, HOLT Abogados, Buenos AiresAnya Mallett, Ballard Spahr LLP, Denver

Patricia Núñez, Núñez, Muñoz y Cía. Ltda. Abogados, SantiagoEden Oliver, Bennett Jones LLP, Toronto

Darrell Podowski, Cassels Brock & Blackwell, VancouverEmil Ruppert, Rubio, Leguía, Normand, Lima

Don Smith, University of Denver, DenverCynthia Urda Kassis, Shearman & Sterling LLP, New York

Mining SectionBernardo Cárdenas, Cárdenas & Cárdenas Abogados, Bogotá (Co-Chair)

Ignacio Santamaría, Lloreda Camacho & Co. Abogados, Bogotá (Co-Chair)Khaled Abdel-Barr, Lawson Lundell LLP, Vancouver

Oscar Benavides, Estudio Rodrigo, Elías & Medrano, LimaJim Cress, Bryan Cave LLP, Denver

Pedro Freitas, Veirano Advogados Associados, Rio de JaneiroMark Nesbitt, Fognani & Faught, PLLC, Denver

José Augusto Palma, Hochschild Mining PLC, LimaKuno Kafka, Antofagasta Minerals Canada, Toronto

Ignacio Randle, Estudio Randle, Buenos AiresEugene E. Smary, Warner Norcross & Judd LLP, Grand Rapids, Michigan

Francisco Urrutia, Posse, Herrera & Ruiz S.A., BogotáRafael Vergara, Carey y Cía Ltda., Santiago

Carlos Vilhena, Pinheiro Neto Advogados, Brasilia

Oil & Gas SectionAlexandre B. Calmon, Veirano Advogados, Rio de Janeiro (Co-Chair)

Álvaro Rodríguez, Posse, Herrera & Ruiz S.A., Bogotá (Co-Chair)Dapo Akinosun, SimmonsCooper Partners, LagosGerman Barrios, Barrios Fuentes Abogados, Lima

John Bowman, King and Spalding, Houston Pablo Ferrante, Mayer Brown LLP, Houston

Pedro Serrano Espelta, Marval, O’Farrell & Mairal, Buenos AiresWilliam W. Pugh, Liskow & Lewis, Houston

Amalia Saenz, Brons & Salas, Buenos AiresJuan Carlos Serra, Basham Ringe y Correa SC, Mexico City

Paolo Valois, Schmidt, Valois, Miranda, Ferreira & Agel Advogados, Rio de JaneiroZulma Ward, Senior Attorney, Noble Energy Inc., Houston

COURSE MATERIALSAll available papers, PowerPoint presentations, and speaker biographies will be accessible on the Foundation’s website starting two weeks before the meeting. After the conference, the online materials will be updated, and the full set of materials will also be made available to download in a single file. If you wish to obtain a hard copy of these materials in our typical looseleaf format, they will be available at cost, plus shipping, a few weeks after the conference. If you have any questions, please email us at [email protected].


DAY 1: Monday, April 20, 2015

GENERAL SESSION8:00 am - Registration opens

9:30 am – 10:00 am Introductions and Opening RemarksSTEVIA M. WALTHER, Executive Director, Rocky Mountain Mineral Law Foundation, WestminsterMILAM RANDOLPH PHARO, President, Rocky Mountain Mineral Law Foundation; Of Counsel, Davis Graham & Stubbs LLP, DenverPATRICIA NÚÑEZ, Chair, IBA Section on Energy, Environment, Natural Resources, and Infrastructure LawRepresentative from IBA Latin American Regional ForumSCOT W. ANDERSON, Program Chair, Partner, Hogan Lovells U.S. LLP, Denver

10:00 am – 11:00 am Global Energy Policy—Regional Focus on Latin America Politics, resources, and people have long shaped Latin American energy policy. Many countries in the region have faced challenges integrating energy development with political regimes, causing volatility in markets and governments. But recent efforts by administrations, resource operators, environmentalists, and citizens are shaping the evolution of energy policy in the region. Latin America is at a critical crossroads, where it will attempt to address the concerns of increased demand and consumption, sustainability and climate change, security of energy supplies, and participation in many recently opened international energy markets. Its goal will be to develop a consistent, yet adaptable, policy that will not only incentivize production and exports from the area, but also encourage international participation and development within. This presentation will review the historical origins of energy policy in Latin America and the current status of major producing countries, in addition to addressing its future and place in the global energy system.MONIKA U. EHRMAN, Associate Professor of Law, University of Oklahoma College of Law, NormanModerator: MICHAEL BOURASSA, Fasken Martineau DuMoulin LLP, Toronto

11:00 am – 12:00 pmDuty to Consult Both Canada and Colombia require developers to comply with the duty to consult certain categories of affected people before commencing many natural resource projects. Canada has a well-developed requirement to consult potentially affected aboriginal people before the commencement of a project. Colombia similarly requires consultation with indigenous people and, in addition, with Colombians of African descent and other disadvantaged communities. This paper will explore the evolution of the duty to consult in Colombia in light of some of the solutions that have been adopted by Canadian courts and governments.ALFREDO FUENTES HERNÁNDEZ, Partner, Palacios Lleras, Bogotá DAVID R. PERCY, Q.C., Professor, University of Alberta Faculty of Law, Edmonton Moderator: MICHAEL BOURASSA, Fasken Martineau DuMoulin LLP, Toronto

12:00 pm – 2:00 pm - Lunch – On Your Own

2:00 pm – 2:45 pm How to Implement Compliance Policies in Natural Resources Companies in South AmericaThis presentation will address implementation of compliance policies in mining companies in South America, including the degree to which

these policies add value. Due to legal requirements, good corporate practice, or both, companies have been developing compliance policies that include launching anti-corruption policies, codes of conducts, and anti-bribery policies, among others. All of these generate challenges for companies, especially in locations such as Peru, which has only an obligation for mining companies to comply with anti-laundering and terrorism regulations, and where it has been common to develop practices that easily can be interpreted as violating such policies.ANTONIO PINILLA CISNEROS, Vicepresidente Legal y de Cumplimiento, Compañía Minera Antamina S.A., LimaModerator: JOSE FRANCISCO CHALELA, Partner, Gamboa & Chalela Abogados, Bogotá

2:45 pm – 3:30 pm How to Determine Your Money Is CleanAbsent competent controls that address anti-corruption and trade sanctions compliance, revenues may be tainted. Banks, other financial institutions, investors, business partners and/or government regulators at some point will require certification that funds are clean. Well-articulated controls that are demonstrable and testable allow companies to make these certifications in good faith or without qualification. This presentation will discuss how to determine—from cradle to grave of a transaction—that funds are demonstrably clean. LIZBETH RODRIGUEZ-JOHNSON, Of Counsel, Holland and Hart, Denver

3:30 pm – 4:00 pm - Hosted Refreshment Break

4:00 pm – 5:00 pmEthics and Professionalism in a Global EnvironmentComparing and contrasting the treatment of key pillars of legal ethics (competency, diligence, confidentiality and the lawyer-client relationship) under the ABA Model Rules and commentary and the ethics rules of other select jurisdictions (with a particular emphasis on Latin America), this presentation will consider ethics and professionalism in light of differences in cultural norms and negotiation styles. It will focus on particular challenges in a cross-border environment, such as the fine line between the roles of the international petroleum negotiator and lawyer, and multi-jurisdictional and multiple disciplinary practice.ARNE JOHNSON, General Counsel, Noble Energy Inc., HoustonModerator: ELISABETH ELJURI, Norton Rose Fulbright S.C., Latin America

5:00 pm – 6:00 pmEmerging Trends in Northeast Asia’s Economic Engagement with Latin AmericaNortheast Asian investment in Latin America has grown dramatically in the last decade to become a major source of funding for economic development. This presentation will address the emerging trends in investment in Latin American infrastructure and energy projects, including the key differences between the approaches of Chinese banks and their Western counterparts, and how these differences may create competitive advantages for Chinese banks. The speaker will discuss the types of credit-support structures used by China’s banks financing projects in Latin America, and the challenges and trends for maintaining the growth of Chinese investment in Latin America.GASTON P. FERNANDEZ, Partner, Hogan Lovells U.S. LLP, MiamiModerator: RAFAEL VERGARA, Carey y Cía Ltda., Santiago

6:00 pm – 8:00 pm - Hosted Reception


DAY 2: Tuesday Morning, April 21, 2015

MINING SECTION OIL & GAS SECTION9:00 am – 10:00 am Foreseeing Regime Change – a Crystal Ball for Long-Term ContractsExtractive industries rely on long-term concession agreements with Host States. What happens when the signatory state goes through political change and the new regime challenges the agreements? All is not lost if the foreign investor has the foresight to structure the concession agreement in such a way that it can be upheld as a vital contribution to the continuity and stability of the new state or regime and not part of the problem. This presentation will propose strategies for long-term investors to increase the chances that their contracts will be chosen for protection. REG FOWLER, Senior Legal Counsel, Shell International B.V., The HagueModerator: JOSÉ LUIS VITTOR, Hogan Lovells U.S. LLP

10:00 am – 10:30 am - Hosted Refreshment Break

10:30 am – 12:30 pm The Mexican Oil & Gas ReformsIn December 2013, the Mexican constitution was amended to open up the oil and gas sector to private (national and foreign) investors and end the state monopoly. As part of that amendment, new agencies are being formed and E&P activities will be opened through service agreements, profit sharing contracts, production sharing contracts, and licenses. Further, the Mexican state oil company PEMEX will be able to team with private investors in order to carry out E&P activities. Moderator: JUAN CARLOS SERRA, Partner, Basham, Ringe y Correa, Mexico City

10:30 am – 11:20 amRecent Opening of the Mexican Oil & Gas Sector: Status of the Historic Energy Reform and Key Issues for ImplementationELISABETH ELJURI, Partner, Norton Rose Fulbright S.C., Latin AmericaJOSE VALERA, Partner, Mayer Brown, LLP, Houston

11:20 am – 11:40 amInternational Arbitration of Oil & Gas Disputes, Administrative Rescission, and Protection of InvestmentsALEJANDRO ESCOBAR, Partner, Baker Botts, London

11:40 am – 12:00 pmInteraction Between Mining and Oil & Gas Regulations—Effect on Implementation of New ProjectsJORGE SANCHEZ, Partner, Haynes & Boone, Mexico City

12:00 pm – 12:30 pmQ&A PanelALEJANDRO ESCOBAR, Partner, Baker Botts, LondonELISABETH ELJURI, Partner, Norton Rose Fulbright S.C., Latin AmericaJORGE SANCHEZ, Partner, Haynes & Boone, Mexico CityJOSE VALERA, Partner, Mayer Brown, LLP, Houston

12:30 pm – 2:30 pm - Lunch - On Your Own

9:00 am – 10:00 amCrafting Multi-Source, Multi-Structure Financing Plans Post-2008: Lessons LearnedSince the opening of the current liquidity gap in 2008, mining companies have explored a number of new sources and structures in an effort to finance their projects. What are the consequences on equity valuations, debt capacity, and general financing flexibility of using non-traditional sources and structures to fill the equity and debt gap left by traditional sources? This paper will consider those consequences, as well as the main pros and cons of the more prevalent and the most promising non-traditional sources and structures. CYNTHIA URDA KASSIS, Partner, Shearman & Sterling LLP, New York


10:30 am – 12:30 pm Junior Mining Companies in Today’s MarketModerator: DARRELL W. PODOWSKI, Partner, Cassels Brock & Blackwell LLP, Vancouver

10:30 am – 11:30 am Part 1: The Role of Junior Mining in Today’s Market and Challenges AheadThe activities of junior mining companies and the investment in them have been significantly affected in recent years by the volatility in the capital and commodities markets. This has called into question the vi-ability of many junior companies operating in the sector. How companies have responded to these changes in recent market conditions and to the financial challenges they face has changed over the past year, resulting in alternate financing activities and changes in the historical business models that such companies commonly follow. This has greatly affected how the junior mining sector now conducts its business, and therefore has resulted in changes in exploration and development activities in the countries where such mineral projects are located.STUART BREEN, Partner, Lawson Lundell LLP, VancouverCARLOS ESPINOSA, Head, Business Development–Global Mining, Toronto Stock Exchange/TSX Venture Exchange, Toronto CATHERINE J. BOGGS, RCF Management L.L.C., Denver

11:30 am – 12:30 pmPart 2: The Junior/Major Struggle—Negotiating Mining Option and Joint Venture AgreementsA panel comprised of a junior mineral exploration company representa-tive, a senior mining company representative, and their respective legal counsel will conduct an intense and spirited negotiation to determine the terms of an option joint venture transaction on a mineral property owned by the junior company located in South America. This presenta-tion will take the audience from a non-binding term sheet drafted by non-lawyers of the two companies into a formal binding agreement, and will cover typical trouble areas and sensitive issues commonly encoun-tered among these parties when finalizing such a transaction.KUNO KAFKA, International Mineral Land and Contract Advisor, An-tofagasta Minerals Canada, TorontoFRED R. PLETCHER, Partner, Borden Ladner Gervais LLP, VancouverDARRELL W. PODOWSKI, Partner, Cassels Brock & Blackwell LLP, VancouverKEENAN HOHOL, Deputy General Counsel, Panamerican Silver Corp., Vancouver

12:30 pm – 2:30 pm - Lunch - On Your Own


DAY 2: Tuesday Afternoon, April 21, 2015

OIL & GAS SECTION MINING SECTION OIL & GAS SECTION2:30 pm – 3:30 pmHow Latin American LNG Markets and U.S. Exports Are Reshaping LNG Sales and Purchase AgreementsHow are characteristics of the emerging Latin American LNG market (subsi-dized gas/electricity prices, no-credit buyers, smaller-sized cargoes, need for greater flexibility due to seasonality of cargoes) and the increased supply from U.S. LNG export projects affecting long-term LNG sales and purchase agree-ments (LNG SPAs)? LNG SPAs in Latin America are changing the parameters of long-term, stable supply LNG SPAs that once dominated the market. On the other hand, U.S. LNG export projects do not depend on a sole provider or upstream project, but rather receive natural gas from a growing interconnected natural gas market allowing for greater flexibility of supply. These and other aspects of this novel LNG market will be addressed.VERA DE GYARFAS, King & Spalding, Houston

3:30 pm – 4:00pm - Hosted Refreshment Break

4:00 pm – 5:00 pmSocial License to Operate: Fracking-Related Challenges Facing the Oil & Gas IndustryThe crossroads of urban development and improved technology allowing oil & gas development in new areas can result in contentious community issues. The debate over “fracking” can be highly emotional. Industry must address commu-nity issues, earning trust and therefore a social license to operate. This paper will explore the concept of social license to operate in regard to fracturing in or near communities, consider key trends related to social license, analyze key social issues facing communities affected by oil & gas operations (economic impacts, infrastructure, water contamination, air quality, and noise pollution), compare case studies, and recommend methods for industry to earn a social license.DON C. SMITH, Director, Environmental & Natural Resources Law & Policy Graduate Program, University of Denver Sturm College of Law, DenverJESSICA RICHARDS, Land Administration Supervisor, Jonah Energy, Denver

5:00 pm – 5:30 pmShale Gas Development in Colombia: Challenges and Opportunities—Legal and Technical OutlookDevelopment of shale gas is a hot topic in Colombia, where the shale gas indus-try is in its infancy. In Colombia, there is a legal void that will need to be filled with sensible legislation, in order to allow its considerable shale gas resources to be fully developed. The paper will address the technical and legal aspects of this industry and its importance for the Colombian economy.EDMUNDO J. LAPORTE, Senior VP/Director–Energy & Mineral Resources, ECSI, LLC, LexingtonMARIANNA BOZA, Brigard & Urrutia Abogados S.A.S., Bogotá Moderator: DON C. SMITH, Director, Environ. & Natural Resources Law & Policy Graduate Program, University of Denver Sturm College of Law, Denver

5:30 pm – 6:00 pmUsing Sound Public Health Science to Promote Resource DevelopmentSuccessful resource projects must effectively communicate real and perceived public health impacts of modern oil & gas development—whether the issue is clean air at drill sites, endangered species, worker health, or permitting. This pa-per presents an introduction to public health science and use of data to promote resource development projects. It also provides a primer to creating, structuring, and maintaining public health interventions, along with case studies. Emphasis will center on cost-effective monitoring and evaluation plans that collect accu-rate data for epidemiological analysis.MICHAEL T. JEWELL, Shareholder, Burns, Figa & Will, P.C., Greenwood Village, Colorado

2:30 pm – 3:30 pmEmerging Liability at Home for Alleged Human Rights Violations Committed by Subsidiaries Operating AbroadThe new receptivity of Canadian courts to international human rights-based tort claims directed at Canadian head offices of resources companies for the actions of their subsidiaries operating abroad, as well as similar precedents in other jurisdictions, will be the focus of this presentation. This new species of liability has arisen despite the determination by the U.S. Supreme Court restricting similar actions under the U.S. Alien Tort Statute. Canadian courts are exploring a common law analogue to the Alien Tort Statute, based in large part on Canada’s comprehensive treaty commitments to international human rights. This presentation explains the jurisdictional foundations of these treaty commitments with reference to the emerging case law and some discussion of how traditional common law defenses of parent companies to the actions of their subsidiaries may no longer apply.H. SCOTT FAIRLEY, Partner, WeirFoulds, Toronto

3:30 pm – 4:00 pm - Hosted Refreshment Break

4:00 pm – 6:00 pmCommunity Development AgreementsCommunity Development Agreements, or CDAs, are aimed at articulating the relationship between resource companies and host communities, to foster the benefits to the local communities and serve as a tool in case of unpleasant situations. CDAs are becoming common practice in industry and are also emerging as a legislative requirement in a number of jurisdictions. Notwithstanding extended local resource conflicts in Latin America and Africa, legislative requirements for CDAs are being developed as projects advance—there is no single set of common and best practices for CDAs in the region. The aim of this session is to examine the status and trends in law and governance of CDAs, and their adoption in developing countries. It will also look at the way forward and will reflect on the role of CDAs in promoting local development and reducing conflict. FERNANDO AGUIRRE, Partner, Bufete Aguirre Soc. Civ. Abogados, La PazANA ELIZABETH BASTIDA, Lecturer, CARLOS CIAPPA & CARMEN VILLARAN ASCENZO (LLM Candidates), University of Dundee, ScotlandLUCAS MOALUSI, Partner, Fasken Martineau, JohannesburgModerator: IGNACIO RANDLE, Partner, Estudio Randle, Buenos Aires

7:00 pm Reception Hosted by Colombian Law Firms

Location to Be Announced


MINING SECTION OIL & GAS SECTIONDAY 3: Wednesday, April 22, 2015

9:00 am – 9:30 amLOIs and Pre-Contractual Liability Issues Under M&A Transactions: Current Trends and a Comparative Approach in Civil and Common Law Jurisdictions Argentina’s legal system is a traditional civil law jurisdiction that is being dramatically amended by enactment of a latest-generation unified Civil and Commercial Code, which is expected to go into effect January 1, 2016. This presentation will discuss a comparative approach regarding the enforceability and binding or non-binding nature, in whole or in part, of a letter of intent executed during preliminary stages of an M&A transaction, from both civil law and common law perspectives, taking into further consideration the review of certain leading cases ruled under New York Law. It will also point out different views that commercial courts have granted concerning the legal effects arising out of performance of a letter of intent governed by Argentine law, and the duty to negotiate in good faith, including the extent of damage recovery, in case of breach. Finally, the author will raise the question whether these principles should be applied to transactions currently conducted by Multilatinas across Latin America. RODOLFO G. PAPA, Law Professor; Author Transferencia del control accionario. Claves para su negociación contractual, Buenos Aires

9:30 am – 10:00 amBusiness & Operational Risks, Remedies and Defensive Tactics for Consortium Participants Faced with Pre-Discovery Default by a “Partner”For consortiums, risks are especially high in pre-discovery fields in frontier areas, where the consortium often includes “junior” participants and default by even a small interest holder may subject the non-defaulting members to liability and reputational damage. Despite robust protections built into various template agreements, contractual protocols sometimes run contrary to reasonable expectations of the parties, and sometimes leave the non-defaulting parties with no effective remedy. The presentation will challenge “the form” and analyze industry standard structures, summarize common legal principles that apply, and outline legal, financial, and practical steps for participants to consider to address default.ROBERT ATTAI, Partner, Husch Blackwell LLP, DenverModerator: ÁLVARO RODRÍGUEZ, Posse Herrera, Ruiz, Bogotá


10:30 am – 11:30 amRisk-Based Service Contracts for Production Optimization and Enhanced Recovery in Mature Oil Fields: Ecuador’s Experience and Potential for Implementation in Other JurisdictionsThe national oil company of Ecuador has undertaken an international bid process to award risk-based service contracts for production optimization and enhanced recovery in 17 mature oil fields. International companies are paid a fee for every barrel of incremental production in exchange for carrying out mandatory and contingent optimization and enhanced recovery activities in the contract area. The presentation will describe the bidding process and contractual provisions allowing the operator and service

9:00 am – 10:00 amState-Owned Companies in Latin AmericaAs a new trend to obtain a greater slice from mining projects, a number of new state-owned companies (SOC) were created in Latin American countries. Governments implemented this alternative as a market-oriented approach, rather than just increasing existing taxes or imposing new ones. This trend involves the transfer of remaining areas to the SOCs, which in turn offer to joint venture the exploration and exploitation with private companies.SAÚL R. FEILBOGEN, Partner, Vitale, Manoff & Feilbogen, Buenos Aires


10:30 am – 11:30 amNew Mechanisms to Effectively Use the Government TakeOver the last decade, many sub-national governments of Peru have received millions in mining royalties. However, because of poor institutional capacity, and in some cases corruption, they have been unable to invest these vast resources in infrastructure projects that can improve the lives of the people. In 2008, Peru enacted the “Law of Infrastructure Projects in Lieu of Taxes,” allowing a company to invest in public infrastructure projects and in return obtain a 50% income tax credit, valid for 10 years and a negotiable instrument. This has become an effective way to channel future public resources towards much-needed infrastructure projects. The presentation will analyze the law, how it works, and the amendments that have been made to increase its scope, along with recent case studies. For many years in Colombia, local governments received a take of the local production of natural resources in their territories. This has now changed and royalties go to the whole country, and it is the central government that approves the projects presented by local governments. Local governments, which are now receiving less and must have their projects pre-approved, are unhappy with the new law. The presentation will include the reasoning behind this change, the benefits of the change, and possible revisions to the law.MANUEL MAIGUASHCA, Vice President, Cerrito Capital, Bogotá JOSÉ AUGUSTO PALMA, General Counsel and Vice President Corporate Affairs, Hochschild Mining, LimaModerator: XENIA FORNO, Rubio, Leguía, Normand, Lima

11:30 am – 12:30 pmStreaming Arrangements for Mine Financing andCreative Approaches to Mine FinancingMining companies and investors are increasingly using streaming arrangements, royalty structures, and other creative approaches to mine financing for development, capital construction, operations, acquisitions and deleveraging of corporate balance sheets. These structures are constantly changing to accommodate the needs of the industry and to fit together with the more traditional components of mine



MINING SECTION OIL & GAS SECTIONDAY 3: Wednesday, April 22, 2015

provider to combine their roles in an innovative and cooperative manner for production from mature fields.Moderator: PABLO FERRANTE, Mayer Brown LLP, HoustonALVARO ORDÓÑEZ, Partner, Bustamente & Bustamente, QuitoJAVIER ROBALINO ORELLANA, Partner, Paz Horowitz Robalino Garcés, Quito

11:30 am – 12:00 pmCapital Markets and the Oil & Gas Global Industry: SEC Reserve Reporting and International Petroleum ArrangementsIn 2010, the SEC revised its rules governing when and how an oil and gas company listed on an exchange can report or “book” hydrocarbon reserves, including foreign reserves. In the international context, this means that the SEC rules must be applied to various arrangements, such as Production Sharing Agreements (PSAs), Concession Agreements, and Service Agreements between private oil companies and foreign governments or state-owned oil companies, to determine if the arrangements will give the oil company bookable reserves if the venture is successful.SHANE R. DEBEER, Dechert LLP, Moscow and London

12:00 pm – 12:30 pmChallenges to Set Up Security in the Brazilian Oil & Gas Market Brazilian oil and gas company creditors and the market have been following the recent OGX reorganization procedure case (recuperação judicial) to see how reliable the Brazilian legal system is. This case will influence future financing in the sector, and creditors are paying more attention to collateral and procedures for enforcement. The Brazilian legal system offers different alternatives for collateral with strict rules for enforcement. Due to strict rules for assignment of exploration rights, foreclosure of collateral remains a matter for discussion.JOÃO LUIS RIBEIRO DE ALMEIDA, Partner, Demarest Advogados, Rio de Janeiro Moderator: ALEXANDRE BITTENCOURT CALMON, Veirano Advogados, Rio de Janeiro

12:30 pm – 1:30 pmLocal Content: Recent Developments and Best Practices for a Successful Local Content StrategyLocal content is one of the significant “non-fiscal” fiscal terms that an oil company, especially an international oil company or IOC, must successfully negotiate and implement throughout a project lifecycle. Local content is also, by its nature, a highly charged political and, for some, emotional issue. This presentation will provide a summary from multiple jurisdictions of recent local content legislative initiatives and host country contract “standard” provisions. We will then explore some of the issues raised by these recent developments from an oil company perspective. Finally, we will discuss best practices that oil companies might consider adopting at each phase of a project life cycle to facilitate agreement of “SMART” (specific, measurable, achievable, realistic, and time bound/transparent) local content objectives and the achievement of those objectives to the mutual satisfaction of the company and host government.D. MARIE WAGNER, Senior Counsel and Solicitor, Anadarko Petroleum Corporation, The Woodlands, Texas

financing. This multidisciplinary panel will review these approaches to mine financing, trends in and strategies for creative mine financing, and the integration of financing strategies across disciplines. The panel will also discuss legal issues and limitations that may affect the use of some mine financing tools.SERGIO ORREGO F., Partner, Urenda, Rencoret, Orrego y Dörr Abogados, Ltda., SantiagoBARTON W.S. BASSETT, Morgan, Lewis & Bockius LLP, Palo Alto and San FranciscoGARY LITWACK, Counsel, McCarthy Tetrault LLP, Toronto Additional panelists forthcoming.Moderator: CARLOS VILHENA, Pinheiro Neto Advogados, Brasilia

12:30 pm – 1:30 pmThe Development of Environmental Law in Latin America — a Case StudyThis panel will review a case study of a hypothetical proposed mining project. The case study will present potential environmental issues, permitting issues, and related fact patterns. By review of this case study, the panel will provide a high-level overview of regulatory regimes across several jurisdictions in Latin America, as well as the rationale for the environmental conditions that may be imposed on mining projects. This review of the hypothetical will provide an understanding of the evolving role of environmental controls, environmental regulators, and related administrative processes on mining activity in Latin America. PATRICIO LEYTON, Partner, FerradaNehme, SantiagoEDUARDO PASETA, Legal Manager, Marcobre S.A.C., LimaJUAN SONODA, Partner, Beretta Godoy, Buenos AiresModerators: PATRICIA NÚÑEZ, Núñez, Muñoz y Cía. Ltda. Abogados, SantiagoEUGENE E. SMARY, Partner, Warner Norcross & Judd LLP, Grand Rapids, Michigan

Optional Post-Institute Tour: Puerto Bahía Oil Terminal, Wednesday 2pm-6pm. Space limited!

Head to the harbor after our last session and join fellow delegates and guests on a tour of the new state-of-the-art Puerto Bahía Oil Terminal in beautiful Cartagena Bay. This multi-purpose port facility will include 3 million barrels of storage, terminals for barges and tanker trucks, a half-mile-long dock to receive and send shipments of crude and fuels aboard oil tankers, and a bi-directional connection with Refinería de Cartagena-Reficar. Transportation is by boat and air-conditioned bus. A box lunch and snack are included. Cost: $95. Contact Julie Thurman at [email protected], or +1-303-321-8100 x114.

1:30 pm - Adjournment

Things to do in Cartagena• Watch the sunset over the Caribbean from the ancient walls

• Enjoy an evening horse-drawn carriage tour of the Old City followed by dinner al fresco in one of the many historic plazas

• Tour Cartagena’s neighborhoods, monasteries, and churches

• Visit the San Felipe Castle

• Take a day or overnight boat ride to the Rosario Islands

• Visit El Totumo volcano and mud baths

• Tour Ecopetrol/Reficar Cartagena refinery

• Hop on a chiva for an open-bar bus tour

Post-Conference Travel Possibilities• Visit Bogotá, with its Gold Museum, La Candelaria,

10,341-foot high Monserrate, Botero Museum, and Salt Cathedral

• Travel to the Coffee Triangle, with a stay at a hacienda or ecolodge

• Visit Santa Marta, the oldest city in South America, with archaeological sites, pristine beaches, mountains, and a national park. Santa Marta is also the jumping-off point for Ciudad Perdida, the “Lost City,” which is becoming the next Machu Picchu. It’s a six-day jungle trek, with an epic 1,200-step stone stairway to reach the city. Organized tours for the truly adventurous only.

VisasCitizens of most countries, including the U.S. and Canada, do not need a visa to enter Colombia, but please check the website of Colombia’s Ministry of External Relations for the latest information: http://tinyurl.com/colombia-visa

Room ReservationsOur conference headquarters is the Hilton Cartagena, where all sessions will take place. We also have overflow at the Sofitel Cartagena Santa Clara in the walled city, which is 15 minutes (5 km) from the Hilton Hotel by taxi or car. Group rates may be available up to 3 days before and after the conference for those who wish to enjoy all that Cartagena has to offer.

All prices are per night, and do not include 16% tax, which is payable only by Colombian citizens. Tourists must have a PIP-5 or PTP-5 visa stamp on their passport for an exemption.

Hilton CartagenaEl Laguito Avenida Almirante Brion

Cartagena

Single/double, including breakfastReservations must be made immediately

For reservations online: http://tinyurl.com/rockym101 or contact Liliana Torres, tel 57-5-694-8000 ext. 1203

[email protected]

Main Tower: USD $228/$240Executive Tower: USD $266/$277

Sofitel Legend Santa ClaraCra. 8 No. 39 - 29Calle del Torno

Barrio San DiegoCartagena

Single or double, including breakfast, wifi,and a free pass to the Modern Art Museum in Cartagena

For reservations, contact: Rosmel Fasette, tel 57-5-650-4740 [email protected]

Single Superior Room: COP $675.000 (about USD $365)Double Superior Room: COP $725.000 (about USD $392) Reservations are refundable until 15 days before arrival.

HEADQUARTERS

For activities and tours, get in touch with Contactos SAS Camilo Martinez, tel +57-310-352-8372, [email protected]

Name Employer Street Address (no P.O. boxes) City State/Prov Zip/Postal Code Country Telephone ( ) Fax ( ) Email Date Purchase Order No. Tax Exempt No., If Applicable

Course materials for this Special Institute will be available within 4 weeks after the program.

All amounts are in U.S. Dollars.

All registrants will receive a link to the online course materials. A hard copy set is available to registrants for $95. See the registration form.

Title/Description Qty.

Unit Price

TotalConference Registrant

Non-Member

RMMLF Member

INTERNATIONAL MINING AND OIL & GAS LAW, DEVELOPMENT, AND INVESTMENT Looseleaf Manual (CART2M) $95 $245 $195 $ Digital Manual only (CART2D) (no handling charge) Included $245 $195 $

Colorado Residents Add Sales Tax (see Colorado Sales Tax Chart)Handling Charge (waived if all items are downloadable)

Outside U.S. and Other Services (see Shipping Information)p Federal Express Overnight

Bill my FedEx # _________________________________________

+ $11.00 per order+ $

TOTAL $

Colorado Sales Tax Chart

City-Westminster, County-Jeffco, RTD and State .........................................8.35%RTD and State ..............................................................................................4%State of Colorado .........................................................................................2.9%

Shipping InformationDownloadable Items: No handling charge.All other orders must add $11 per order for handling charges.U.S.A.: Sent at no additional charge by FedEx Ground.Canadian: Must add $30 per item.International: Must add $65 per item.FedEx Overnight: Please provide your FedEx number.

PAYMENT METHOD (Orders will not be filled until payment is received)p Check drawn on a U.S. bank in U.S. Dollars (Payable to Rocky Mountain Mineral Law Foundation)p VISA p MasterCard p American Express

Credit Card # Name on Card

Exp. Date (month/year) Signature

p Electronic Transfer: Contact the Foundation at [email protected] Rocky Mountain Mineral Law Foundation is a non-profit, tax-exempt corporation (Tax ID #84-6037688).

Rocky Mountain Mineral Law Foundation9191 Sheridan Blvd., Suite 203Westminster, CO 80031 USA(303) 321-8100 / Fax (303) 321-7657

Office Use:Shipped Picked Up Inv #

ORDER FORM

Can’t attend?You can still order the course materials.

Please type or print legibly

Name

Badge Name (if different from above)

Employer

Employer Address

City/State/Zip Country

Phone ( ) Fax ( )

Attendee Email (required for confirmations, advance registration list, and program updates)

Please check all that apply: p Attorney p Landman p CPA p Management

p Consultant p Other (please specify)

Will you need translation services? (Presentations will be in English and Spanish)

CLE credit requested for the following states:

Other credit requested from:

You may also REGISTER ONLINEat www.rmmlf.org

Please pay in U.S. DollarsRegistrations Received

thru 9 Mar 15 after 9 Mar 15

Registration Fee p $675 p $775

Member Fee (Check all that apply): p RMMLF p IBA p Sponsor

p $575 p $675

Speakers p $350 p $450

Law School (Full-Time Faculty) p $375 p $475

Senior Member (Retired) p $375 p $475

Government Agency / Non-Profit Organization (submit PO# if required)

p $375 p $475

Student (Full-Time, proof of status required) p $95 p $195

PAYMENT INFORMATION - PREPAYMENT REQUIRED

p Check drawn on a U.S. bank (payable to RMMLF in U.S. Dollars)

p VISA p MasterCard p American Express

Credit Card # Exp. Date

Name on Card

Signature

p Electronic Transfer: Contact the Foundation at [email protected]

Office Use OnlyCART2# INIT REFDT CK# AMT INIT


MAIL or FAX to:Rocky MountainMineral Law Foundation9191 Sheridan Blvd., Ste. 203Westminster, CO 80031 USATel: (303) 321-8100Fax: (303) 321-7657

Questions:[email protected]

REG

ISTR

ATIO

N F

OR

M

The Rocky Mountain Mineral Law Foundation is a non-profit, tax-exempt corporation (Tax ID #84-6037688).

Please indicate which sessions you plan to attend on Tuesday and Wednesday:

p Mining p Oil & Gas

Non-Profit Org.U.S. POSTAGE

PAIDBoulder, Colorado

Permit No. 273

Rocky Mountain Mineral Law Foundation9191 Sheridan Blvd., Suite 203Westminster, CO 80031 USA(303) 321-8100 / Fax (303) 321-7657

inteRnational Mining and oil & gas law, developMent, and investMent

GENERAL INFORMATION

Room Reservations: See information inside.

Registration Fees: Include online course materials, refresh ments, and hosted functions as listed in this brochure. These fees do not include hotel costs or transportation. Registrations will be accepted only when accompanied by a check, money order, government purchase order or training form, credit card information, or wiring information. No registrations can be processed without payment.

Registration Cancellations: Refunds, less a $100 administra tive fee, will be given for cancel la tions received by 3:00 pm on Friday, April 3, 2015. No refunds will be given thereafter, although substitution of attendees may be made by contacting the Foundation. A written request must follow a telephone cancel la tion. Registrants not entitled to a refund will receive a link to the course materials.

Special Needs: If you have special needs addressed by the Americans with Disabilities Act, please notify us at least two weeks before the program.

CLE Credit: Foundation Institutes are typically accredited by all mandatory CLE states, the AAPL, NADOA and NALTA, and other pro fessional organizations. Attorneys from certain states

may be required to pay an additional fee. This course consists of approximately 15.5 hours of continuing education, including 1 hour of ethics in many states. You must let us know at least 30 days in advance of the conference the states or organizations for which you will need credit (see registration form). The Foundation is a State Bar of California MCLE-approved provider.

CPE Credit: The Rocky Mountain Mineral Law Foundation is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing profes sional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors through its website: www.learningmarket.org. There are no prerequisites and no advance preparation is required to attend this course. The delivery method is Group–Live, and up to 18 CPE credits are available, including 1 ethics credit.

Audio or Video Recording: Recording of these courses by tape, digital media, or any other means is not permit ted, except with the express permission of the Foundation.

special institute on international mining and oil & gas · colombia at the 13th special...

Documents