在中国海洋石油总公司（中海油）宣布以31亿美元收购阿根廷Bridas公司50%股权后仅一周，该公司又已与英国天然气集团签署液化天然气购销和澳大利亚柯蒂斯液化天然气项目的有关协议，每年从该集团采购360万吨液化天然气，为期20 年。这是世界上第一个以煤层气为原料的液化天然气项目，也是澳大利亚最大的液化天然气协议之一，总交易金额可能达800亿澳元。
曾经与另外四家国际律所一起协助过中海油尝试竞购尤尼科的史密夫律师事务所再次为该客户效力。负责此次项目的合伙人共有五位，分别来自该所香港和伦敦办公室，就能源，银行和金融以及纠纷解决等事务为中海油提供法律支持。此外，业内有消息称，史密夫正在协助中海油在乌干达的一项资产收购计划。
在中国法律方面，并购交易的执行以及与外部律师的管理和协调过程中，中海油强大的内部法律团队起到了关键作用，该团队由总公司总法律顾问赵利国先生率领。
澳大利亚的辉皓律师事务所也就澳大利亚法律为此中海油在此项目中提供了法律咨询和服务。澳大利亚万盛律师事务所在此项目中为英国天然气集团一方的法律顾问。
协议将在中澳两国政府批准后和2010年项目最终投资决策后生效。这是继中石油与壳牌周一宣布以约35亿澳元收购澳大利亚最大煤层气生产商Arrow能源有限公司之后，又一笔中澳之间的重大交易。去年8月，中石油曾与艾克森美孚签署协议，每年向其在澳大利亚项目购买230万吨天然气，交易金额估计为500亿澳元。
| CNOOC's 20-year LNG purchase agreement with BG Group |
Value: N/A |
|
|---|---|---|
| China National Offshore Oil Corporation (CNOOC) has purchased 3.6 million tonnes per annum of LNG for a 20-year period from BG Group and has become a 10% equity investor in the BG Group's Queensland Curtis LNG facility. | ||
| Firm | Client | Role |
|
Herbert Smith |
CNOOC | International counsel |
|
Freehills |
CNOOC | Australia counsel |
|
Mallesons |
BG Group | Australia counsel |
CNOOC's in-house legal department headed by general counsel Zhao Liguo and the company's external counsels have had a busy month working on headline transactions. A week after the company announced its plan to take up a 50% stake in Argentina's Bridas for US$3.1bn, it entered into a 20-year LNG purchase agreement with Australia's BG Group – one of Australia's largest LNG contracts.
Herbert Smith was instructed to advise on this agreement. Its team was comprised of five partners in Hong Kong and London, advising on issues across energy & resources, banking & finance and dispute resolution. "This project is unique. It is the first coal seam gas to LNG deal in the world and also represents one of the largest volumes of LNG sold in one contract in Australia...The timeline for completing the numerous project documents has been a challenging one," said Anna Howell, the head of energy Asia at Herbert Smith, who led the Hong Kong energy team.
Herbert Smith has been involved in this project since the project development agreement stage. The firm was also one of the five international law firms representing CNOOC in its 2005 bid to acquire US's Unocal for US$18.4bn. The offer was eventually withdrawn due to political pressure in the US. In addition, Herbert Smith is reportedly acting for CNOOC in its latest endeavour to acquire a third of Tullow Oil PLC's oil assets in Uganda.
In terms of PRC legal advice and deal executions, CNOOC receives strong support from its renowned in-house legal team led by general counsel Zhao Liguo. Zhao previously told ALB that in complex transactions he would carefully establish an integrated legal team comprising competent in-house counsels who may be assisted by external counsels, and he would supervise and oversee the progress and direct the team to solve some significant legal issues.
"If foreign law requires it, we would prefer to obtain legal opinions from international firms with careful supervision and review by our in-house counsels. To some extent, the role of such international firms is supposed to expressly put forward all reminders of potential legal risks under underlying foreign law, on the basis of good understanding of and communication with their clients," said Zhao.
"When selecting external counsels, we will look through and pay more attention to the personal achievements/credentials of those members to render legal services to us but not the overall experiences/credentials of those candidate law firms. Frankly, we would certainly hope to get a reasonable quotation and hourly rate as well," he added.
Mallesons Stephen Jaques acted for BG Group in relation to the agreement. ?The team was led by M&A partner James Fahey. All of the agreements are conditional on Chinese, Queensland and Australian government approvals. ALB
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