www.adeb.no

Oil, Offshore and Energy

When dealing with corporate and financing transactions within the energy sector, tax treatment is an imperative factor for all parties involved. At Arntzen de Besche you will find Norway’s leading energy tax lawyers, who have substantial know-how and experience in developing workable solutions for the transaction in question, working closely with the respective finance and corporate lawyers in an integrated manner. Arntzen de Besche has in-depth expertise in tax law combined with extensive experience from both the energy industry, tax authorities and Ministry of Finance.

Our primary area of work is corporate income taxation, petroleum taxation, VAT and property tax for national and international clients. We advise a large number of oil and gas companies on both CIT issues and more specialized PRT matters. We work closely with the tax department of global law firms, enabling us to offer or co-ordinate assistance in any country. Our clients span from small, newly established companies to several of the largest companies in Norway as well as globally.

OUR ADVISORY SERVICES ON PETROLEUM TAX INCLUDE:

PETROLEUM TAX

• Transactions within the petroleum sector - assignment of participating interests, corporate structures, mergers and equity transactions

• Transfer pricing documentation in particular related to intra-group services, internal loans etc. for oil- and gas companies

• Tax assessments• Litigation

Arntzen de Besche conducts extensive litigation and arbitration activities. Our litigation team consists of lawyers with diverse experience – from law practice, the Office of the Attorney General of Norway, the EFTA Court, the European Court of Justice and as judges in the ordinary Norwegian courts. In addition, several of our lawyers are arbitrators. Our litigation and dispute resolution services also include assistance with settlement negotiations and various forms of mediation.

We give our clients clear advice about reputational risk and advise against litigation when it is not in the interest of the client. We assist clients at all stages of the arbitration process: drafting arbitration clauses, consulting regarding risk avoidance, vigorously arbitrating disputes that arise, and enforcing arbitral awards. We advise clients in the appointment of qualified arbitrators and assist them in selecting expert witnesses. We counsel our clients respecting strategy and guide them concerning settlement options, providing advice to achieve the best possible options for dispute resolution.

OUR LITIGATORS HANDLE DISPUTES IN THE FOLLOWING AREAS:

LITIGATION AND DISPUTE RESOLUTION

• International commercial arbitration • Licence term and conditions disputes• Joint venture disputes• Construction project disputes• Insurance disputes• Asset transaction disputes• Corporate transaction disputes• Price revision disputes• Production facility disputes• Terminal disputes• Transportation and pipeline disputes• Production sharing agreement disputes• State/investor disputes

We combine a broad knowledge of the international energy industry with an in-depth understanding of the cultural, legal and administrative complexities of doing business in different jurisdictions.

A SELECTION OF THE COUNTRIES WE HAVE WORKED IN:

ADEB IN THE WORLD

• Afghanistan• Angola• Austria• Bangladesh• Belgium• Bolivia• Brazil• Côte d’Ivoire• Cuba• Cyprus• Denmark• France• Georgia• Germany• Ghana• Iceland• Iran• Iraq• Italy• Jordan• Lebanon

• Liberia• Mauritania• Mozambique• Netherlands• Norway• Philippines• Portugal• Sierra Leone• South Sudan• Spain• Sudan • Sweden• Tanzania• Timor-Leste• Uganda• United Kingdom• United States• Vietnam • Zambia• Zanzibar

Rune Omdahl OIL AND OFFSHORE Tel: +47 98 29 46 55 E-mail: rom@adeb.no

Karl Erik Navestad OIL AND OFFSHORE Tel: +47 98 29 45 66 E-mail: ken@adeb.no

Ole Kirkvaag OIL AND OFFSHORE Tel: +47 98 29 45 81 E-mail: oki@adeb.no

Tonje P. Gormley OIL AND OFFSHORE Tel: +47 98 29 45 96 E-mail: tpg@adeb.no

Stian Fagervold OIL AND OFFSHORE Tel: +47 93 89 10 73 E-mail: sfa@adeb.no

Karl-Johan Gombrii OIL AND OFFSHORE Tel: +47 91 53 56 03 E-mail: kjg@adeb.no

CONTACT

Anders Rødland OIL AND OFFSHORE Tel: +47 98 29 45 21 E-mail: aro@adeb.no

Ole Skeidsvoll Moe OIL AND OFFSHORE Tel: +47 90 95 11 91 E-mail: osm@adeb.no

Atle Gabrielsen FINANCE Tel: +47 98 29 46 25 E-mail: aga@adeb.no

Trond Kildal FINANCE Tel: +47 98 29 46 32 E-mail: tki@adeb.no

Per A. Dagslet CORPORATE M&A Tel: +47 98 29 45 82 E-mail: pad@adeb.no

Marianne Sahl Sveen CORPORATE M&A Tel: +47 90 84 18 97 E-mail: mss@adeb.no

Anders V. Heieren TAX Tel: +47 98 29 45 22 E-mail: avh@adeb.no

Rune T. Andersen TAX Tel: +47 98 29 45 87 E-mail: rta@adeb.no

Erlend Haaskjold DISPUTE RESOLUTION Tel: +47 98 29 46 08 E-mail: eha@adeb.no

Knud Jabob Knudsen DISPUTE RESOLUTION Tel: +47 41 91 65 82 E-mail: kkn@adeb.no

Terje Granvang DISPUTE RESOLUTION Tel: +47 98 29 45 94 E-mail: tgr@adeb.no

www.adeb.no

A substantial part of our work is international. Every day, we advise non-Norwegian companies on matters concerning business operations in Norway, and Norwegian companies with business operations abroad. Over a great many years, we have established excellent relations with recognized law firms in almost all the countries with which Norway does business. In this way, our clients are ensured access to the best competence.

We assist international businesses, organizations and government authorities in large parts of the world, particularly in connection with transactions and the petroleum sector. We have led international negotiations in conflict-hit regions, participated in the implementation of some of the largest transactions on the Norwegian continental shelf and assisted in drawing up complex agreements between government authorities and private companies.

Internationalfocus

Arntzen de Besche advises governments, public authorities and national oil companies in resource rich countries on a broad range of legal, strategic and policy issues related to petroleum resource management and the petroleum industry. Through our long experience in providing legal advice to various public and private sector stakeholders within the petroleum and mining industries, we have gained first hand insight and understanding of the issues that resource-rich countries face in attracting investors and managing natural resources in a sustainable manner.

We cooperate with advisors within other professions such as economists, geologists, engineers and lawyers that are qualified within domestic law in different jurisdictions. If warranted, we have an extensive international network of advisors that we can draw upon to our clients’ benefit.

OUR ADVISORY SERVICES TO GOVERNMENTS AND PUBLIC AUTHORITIES INCLUDE:

ADVISING GOVERNMENTS

• Reviewing and drafting laws, regulations and model PSAs to implement petroleum sector policy

• Developing and designing regulatory and legal systems for improved petroleum sector management

• Regulation of interfacing areas such as health, safety and environmental matters related to oil, gas and electricity production, local content, anti-corruption, transparency and accountability issues

• Creation of regulatory bodies and national oil companies • Preparation and execution of bidding rounds, including

planning, strategic advice, drafting of the relevant documents, assistance in road shows, evaluation of bids, awards and negotiations

• Contractual issues related to PSAs and other contracts used to regulate the relation between government and companies

• Petroleum tax and revenue management

Arntzen de Besche is a leading law firm, specialising in the oil and energy sector, both in Norway and around the world. With global industry knowledge and experience, we contribute to targeted value creation at oil companies, contractors and public authorities.

After over 40 years of cooperation with oil companies, contractors and petroleum authorities, we have Norway’s strongest team of lawyers in the oil and energy sector.

We have experience in all legal matters related to the oil, gas and energy sectors. In the petroleum sector, this includes all contractual and regulatory aspects of exploration, development, production, disposal and transport, as well as company and licence transactions, petroleum tax, financing, insurance and dispute resolution by arbitration and litigation. In the energy sector, we work with both power production and transmission, and our experience stretches across the whole value chain, including e.g. licensing issues, financing, taxation and litigation. We are also extensively involved in carbon capture and storage, and other environmental issues related to oil and energy activities.

Clients include some of the biggest international oil companies, newcomers on the Norwegian oil and gas scene, some of the largest power producers in the Nordic countries and in Northern Europe as well as Norwegian and foreign authorities and regulators.

Global thinking - local knowledge

Arntzen de Besche has expertise in all contractual and regulatory aspects of exploration, development and production activities within the petroleum industry. Our experience is gained both from the Norwegian Continental Shelf as well from a number of other oil producing countries in Europe, the Middle East, Africa, Asia and South America.

All our partners and senior lawyers have experience from the oil industry or petroleum authorities; a strength for our clients. In our advisory work, we cooperate closely with company management and staff in oil companies and service companies to provide effective and targeted advisory services.

OUR E&P ADVISORY SERVICES INCLUDE:

E&P

• Evaluation of legal aspects for entrance• Bidding and tender rounds for E&P rights• E&P licenses• Production Sharing Agreements and Service

Agreements• Oil and Gas Joint Ventures• Joint Operating Agreements• Unitisations• Gas development projects • Oil and Gas Processing Agreements• Development and construction projects including pipelines

and LNG facilities• Tie-in agreements and third-party use of infra-

structure• Lifting agreements• Contracts for drilling, seismic and other services• Floating production (FPSO)• Compliance issues including HSE, local content and

transparency/anti-corruption requirements• Decommissioning and field abandonment

With one of Norway’s strongest teams of oil and gas lawyers, we have a unique understanding of the industry. Our oil and gas expertise also benefits our clients in the oil service and offshore construction sector.

Having worked closely with the oil industry for over 40 years, we know the technical challenges, the business environment and the contractual framework that offshore suppliers and contractors face. As we advise oil companies as well as contractors, we know the business from both sides of the table.

As a large law firm, we have the breadth to provide assistance with any challenges encountered by the offshore supply and construction industry, from establishing companies and structuring ownership, through financing and production of equipment and devices, to operations and cooperation with operator companies.

OUR OFFSHORE SERVICES INCLUDE ADVICE ON:

OFFSHORE CONSTRUCTION AND SERVICES

• Construction contracts • Subsea developments• FPSO contracts • Rig contracts and drilling services• Seismic contracts• Offshore supply services• Design and engineering work

Arntzen de Besche has extensive experience with the full range of complex corporate, capital markets and financing transactions, both of a domestic and a cross-border nature. We have been involved in many of the largest M&A transactions on the NCS, as well as outside the E&P sector. We represent Norwegian and foreign E&P companies and investors as well as public sector enterprises.

We also advise on transactions within the energy sector such as hydropower, wind, biomass and solar, as well as restructuring and joint ventures between grid companies. Our lawyers have assisted European electricity producers on transactions, financing, infrastructure joint ventures and project development.

Our lawyers have broad experience in developing, structuring and restructuring virtually every type of energy and infrastructure project.

OUR SERVICES INCLUDE ADVICE ON:

TRANSACTIONS AND FINANCING

• Planning transactional processes and finding workable structures

• License transactions, assisting both sellers and buyers

• Corporate transactions, both domestic and cross-border• Public-to-private and IPO transactions• Bond issues• Restructurings, advising issuers, lenders, investors and

trustees• Bank financing transactions• Taxation matters relating to all forms of corporate and

financing transactions• Contact with governmental authorities and solving

regulatory issues pertaining to all forms of trans- actions

Arntzen de Besche has expertise in all contractual and regulatory aspects of gas sales and transport. In addition to our assistance to oil companies and other companies operating within the gas sales and transportation industry, we have advised the Norwegian Ministry of Petroleum and Energy in the establishment of the Norwegian regulatory regime on gas transportation. We have continued to advise the Norwegian Ministry of Petroleum and Energy in the subsequent developments of the regime as well as Gassco, which is the operator for the integrated system for transporting gas from the Norwegian continental shelf to other European countries.

OUR GAS ADVISORY SERVICES INCLUDE:

GAS SALES AND TRANSPORT

• Gas Sales Contracts, including LNG sales• Price revisions, including arbitration• Gas Lifting and Balancing Agreements• Gas pipeline Joint Ventures• Gas receiving terminals • Gas processing terminals• Transportation and processing tariffs• Third party access to transportation systems• Gas allocation• LNG shipping

Public international law, often in combination with domestic law, is of increasing relevance to our clients. Arntzen de Besche advises on public international law both in contentious and non-contentious matters and our clients include governments, companies and international organisations.

We advise on matters such as negotiations, drafting and interpretation of treaties, State sovereignty over natural resources, maritime boundary issues, the UNCLOS and the law of the sea, transboundary resources, international energy disputes, State succession and the property of dissolved States, negotiation and drafting of inter-governmental and host government agreements concerning petroleum industry investments. We also provide litigation and international arbitration experience to support our clients throughout various dispute resolution processes.

OUR ADVISORY SERVICES INCLUDE:

PUBLIC INTERNATIONAL LAW

• International oil, gas and energy law • Oil Concessions• Energy, mining and infrastructure projects• International maritime law• International environmental law• Treaties• Law of the sea, including maritime delimitation and

maritime zones• Land and maritime boundary issues• Unitisation of cross-border reservoirs• Transboundary pipelines• Joint development zones• Sovereignty, jurisdiction and choice of law• State succession• Bilateral investment treaties• Property rights and expropriation• Transparency and anti-corruption measures• Negotiations• Dispute resolution

Arntzen de Besche has for many years assisted clients in all contractual and regulatory aspects of development, production and sales within the renewable energy industry, including hydropower, biomass, wind and solar. The Arntzen de Besche renewable energy team has extensive experience in the functioning of the energy market and energy legislation. Our expertise involves experience and know-how from every phase of project development within the renewable sector including project planning, licensing, contact with authorities, contracts, negotiations, operation and maintenance of power purchase agreements (PPA), grid connection, construction projects, as well as in-depth studies on the scope and latitude of various incentive schemes. Our services also include transactions and financing within the renewable energy sector including issues related to due diligence.

OUR RENEWABLE ENERGY ADVISORY SERVICES INCLUDE:

RENEWABLE ENERGY

• Transactions and financing, incl due diligence and negotiation of SPAs

• Project planning • National legal framework and EU/EEA-law, a.o.

support schemes, concessions, tariffs• Licensing• Contract negotiations, a.o. relating to land user rights • Grid connection• Infrastructure regulation and investments, including grid

tariffs and connections• Procurement and contracting strategies and project

development • Power Purchase Agreements, rental agreements and virtual

power plants