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- 2. a joint venture is a strategic conglomerate between two or more otherwise unrelated enterprises or organizations
- 3. Elements of a joint venture A contribution by the parties of money, property, effort, knowledge, skill
- 4. oil and gas joint ventures are found to differ from business joint ventures in the sense
- 5. With respect to the element of “limitation of the objective to a single undertaking” (hereafter, single
- 6. The elements of joint ventures have developed over time, as have the definitions of the joint
- 7. The common elements of present-day joint ventures, on the other hand, can be summarized as: (1)
- 8. The mineral and petroleum joint venture is an association of persons (natural or corporate) to engage
- 9. Contractual Joint venture So far, it has become clear that the most significant document for joint
- 10. JOAs are considered a necessary extension of a joint venture agreement. In other words, JOAs are
- 11. 1. O wnership Under the JOAs, host states and FOCs own both the equipment and facilities
- 12. 2. Control There are two levels of control between which the mutual interest might be challenged
- 13. 3. Risk JOAs usually provide that both parties, host states and FOCs, are jointly and severally
- 14. Joint Venture Corporation The second available legal vehicle under which a joint venture may be formed
- 15. 2. Control The control and management of joint venture operations and affairs are vested in both
- 16. 3. Risk By virtue of incorporating the joint venture, the shareholders, host states and FOCs will
- 17. Joint Venture Partnership Unincorporated joint venture partnerships are governed by the partnership laws of the relevant
- 18. 1. Ownership The ownership is divided into interest according to the contributed capital (either cash or
- 19. 2. Control Generally, the management structure of a partnership is more flexible when compared to a
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a joint venture is a strategic conglomerate between two or more
a joint venture is a strategic conglomerate between two or more
Elements of a joint venture
A contribution by the parties of money,
Elements of a joint venture
A contribution by the parties of money,
oil and gas joint ventures are found to differ from business
oil and gas joint ventures are found to differ from business
The common goal depends on the type of industry in which the joint venture is utilized. Accordingly, for the oil and gas industry the common goal is to generate a product to be shared among the co-venturers.
With respect to the element of “limitation of the objective to
With respect to the element of “limitation of the objective to
The elements of joint ventures have developed over time, as have
The elements of joint ventures have developed over time, as have
expenses incurred
The common elements of present-day joint ventures, on the other hand,
be summarized as: (1) the venture must be a particular commercial or business project, (2) there is a common ownership of assets and (3) co-venturers must have the ability to participate in management and control of the joint venture on an equal footing.As mentioned, joint ventures can be created through a number of legal vehicles, structures or frameworks. The literature provides three different structures under which a joint venture may be formed: Corporation, Partnership and Contractual Joint Ventures. Another possible classification is to categorize these vehicles into “incorporated joint ventures” and “unincorporated joint ventures.” Under the former, we find the corporation vehicle. This group is also called equity joint ventures. General Partnership or Limited Partnership and Contractual Joint Ventures, on the other hand, are referred to as unincorporated joint ventures or non-equity joint ventures. Regardless of the legal vehicle a joint venture might take, the dominant feature is that the joint venture is the creation of a contract: The law of joint ventures is not being made in the courts or the statute books but in the voluminous documents which order the complex exploration, development and financing activities that modern mining and energy operations involve. The child of convenience is assuming a character of its own
The mineral and petroleum joint venture is an association of persons
The mineral and petroleum joint venture is an association of persons
Contractual Joint venture
So far, it has become clear that the most
Contractual Joint venture
So far, it has become clear that the most
JOAs are considered a necessary extension of a joint venture agreement.
JOAs are considered a necessary extension of a joint venture agreement.
In sum, the contractual joint ventures are based purely on a contract, i.e. JOAs.
1. O wnership
Under the JOAs, host states and FOCs own both
1. O wnership
Under the JOAs, host states and FOCs own both
production. This privilege is considered a fundamental advantage of contractual joint ventures when compared to joint venture corporations where shareholders do not have direct ownership.
2. Control
There are two levels of control between which the mutual
2. Control
There are two levels of control between which the mutual
Committee is entitled to and does supervise the work of the operator. The exploration and exploitation operations are, on the other hand, under the sole control of
the operator
3. Risk
JOAs usually provide that both parties, host states and FOCs,
3. Risk
JOAs usually provide that both parties, host states and FOCs,
agreements, usually permissible in advance by the JOAs, and carry out operations without obtaining the non-operating co-venturers’ approval. Hence, unless other co-venturers can prove negligence of the Operator, they will all share the losses and damage caused by the acts of the Operator
Joint Venture Corporation
The second available legal vehicle under which a joint
Joint Venture Corporation
The second available legal vehicle under which a joint
is the corporation.The legal affairs of incorporated joint ventures are governed
by the corporation law of the relevant state.
1. O wnership
When co-venturers elect to use this legal vehicle, their ownership will be vested in the shares of the corporation and is in proportion to the capital contributed by each co-venturer. The restriction on the maximum ownership to which FOCs are entitled is conditional on both the relevant legislation and any exemption obtained from the government of the host states.The implication here is that the
host states, as well as the FOCs, will be entitled only to receive the proceeds of the
oil and gas sales and have no direct access to the crude oil and gas production.
The host state and the FOCs are the shareholders of the separate legal entity (i.e.
joint venture corporation) that independently owns the oil and gas production.
This might not suit the host states that prefer direct access to and ownership of the backbone of their economy
2. Control
The control and management of joint venture operations and affairs
2. Control
The control and management of joint venture operations and affairs
3. Risk
By virtue of incorporating the joint venture, the shareholders, host
3. Risk
By virtue of incorporating the joint venture, the shareholders, host
FOCs will have a limited liability up to their paid-in capital or investment. How
-
ever, the joint venture corporation itself has an unlimited liability with respect to
its obligations. The limited liability of the shareholders is an advantage of utilizing
such a legal form. In practice, however, this advantage is lost either by the fact that
the shareholders act as a guarantor of the loans of the joint venture, and the fact
that the joint venture corporation may very well recover contributions from the
shareholders in order to pay off its obligations
Joint Venture Partnership
Unincorporated joint venture partnerships are governed by the partnership
Joint Venture Partnership
Unincorporated joint venture partnerships are governed by the partnership
it as a form of partnership. A partnership can take one of two forms. In a general partnership, all parties are personally liable for the debts of the partnership. In a limited partnership, at least one general partner has unlimited liability while dormant partners have limited liability but no rights to control or manage the business. The oil and gas industry prefers general partnerships.
1. Ownership
The ownership is divided into interest according to the contributed
1. Ownership
The ownership is divided into interest according to the contributed
production in addition to the equipment and facilities.
2. Control
Generally, the management structure of a partnership is more flexible
2. Control
Generally, the management structure of a partnership is more flexible
compared to a corporation. However, given the special nature and sensitive operations of the oil and gas venture, the management structure and formalities need to be tailored with care so that they reflect and accommodate the essence of the relationship between the partners, host states and FOCs. In theory, all partners have an equal right to participate in managing and controlling the affairs of a joint venture partnership.In practice, a management committee consisting of representatives of the co-venturers is responsible for running the business. The management and voting rights are allocated in accordance with the weighted size of either the capital contributed or the profit shares of the co-venturers. However, unless otherwise agreed to, a minority of partners has the right to participate in the management and control of the joint venture on an equal footing with the majority partners.
This right of direct control should be structured well in advance. Finally, the principle of “reserved matters” is necessary to protect the interest of minority partners. Reserved matters are any acts that require the consent of other partners.
So, the control and management of a joint partnership is a sensitive and delicate issue that requires tremendous attention and care.