Our deep knowledge and experience in energy and environmental law and practice, and mastery of the complex regulatory landscapes in these dynamic fields explains our ease and efficiency in guiding our clients through the regulatory hurdles, supporting their transactional activities, and enabling their businesses operate effectively.
Oil and Gas
In the oil and gas sector, we number amongst our clients Nigeria’s national oil company, Nigerian National Petroleum Corporation (NNPC) and Nigeria’s biggest multinational oil producers, Shell Petroleum Development Company of Nigeria Limited (SPDC) and Mobil Producing Nigeria Unlimited (MPN), and its parent company, ExxonMobil Inc., and key industry players like Oando PLC, and the CAMAC Group.
Our power sector practice group has been actively involved in many of the independent power projects in Nigeria since the liberalisation of the power sector in 2005. For some of the pioneer independent power companies like Geometric Power Limited, we have provided legal partnership from conceptualisation through corporate structuring, corporate finance and funding arrangements, power contract negotiations and gas supply arrangements, while we are Counsel of choice to others like the state-owned Ibom Power Company Limited and Abuja Electricity Distribution Company PLC (AEDC).
We have been involved over the years, in a body of work that has defined environmental law, regulations and practice in Nigeria including drafting the Environment Management Bill 2001, the Nigerian Bio-Safety Guideline 2000, and the National Oil Spill Contingency Plan. We consulted for the United Nations Environmental Programme, and the International Union for Conservation of Nature (Union Internationale pour la Conservation de la Nature) on the revitalisation of the Convention for Cooperation in the Protection and Development of the Marine and Coastal Environment of the West and Central Africa Region (Abidjan Convention). We represent and advise major oil producing companies on environmental law compliance issues, and environmental claims and litigation.
For our clients in these practice areas, we have provided, and continue to provide a spectrum of transactional advisory and advocacy services, including obtaining operating licences and regulatory approvals; negotiation, drafting and review of Joint Operating Licences (“JOA”) and production sharing contracts, pipeline contracts, engineering procurement and construction agreements, gas supply and transportation agreements, and power contracts and vesting agreements; oil support services and infrastructure procurement; access and right of way negotiations; oil spill management, advisory and dispute resolution; environmental law compliance advisory; and general statutory and regulatory compliance audits.
Advisory Services on NIPEX Joint Operating Agreements
On behalf of SPDC, we undertook a review of the Nigerian Petroleum Exchange (“NipeX”) Agreement, and proffered a comprehensive legal opinion on suitability of the establishment of NipeX by Nigerian National Petroleum Corporation (“NNPC”) vis-à-vis its existing JOA with SPDC. This also necessitated our review of the JOA between NNPC, SPDC, Nigeria Agip Oil Company, and ELF Petroleum Limited.
CAMAC’s Stake in OML 114
We provided transactional services, as well as handled a complex litigation for CAMAC, which involved a determination on whether or not the consent of Nigeria’s Petroleum Minister was required for the transfer of shares in an existing petroleum company that has already been granted an Oil Mining Licence pursuant, to the provisions of the Petroleum Act, Cap P10, Laws of the Federation of Nigeria, 2004, and its subsidiary legislation. The parties ultimately pursued settlement option, and we negotiated the settlement process, and drafted the settlement agreements.
Legal Advisory/Consultancy Services to Ibom Power Company Limited
PUC provides transactional support to Ibom Power Limited (“Ibom Power”), a State-owned independent power plant. We have worked with Ibom Power in negotiating and reviewing several power contracts, including Power Purchase Agreements (“PPA”). We represented the company in several court actions pending before different courts and tribunals. Worthy of mention was PUC’s legal representation to Ibom Power in a dispute with Group 5 Construction (Proprietary) Limited; a foreign company for the breach of an engineering procurement and construction contract for a power plant.
Transactional Advisory to PHCN
We provided transactional services to Power Holding Company of Nigeria (“PHCN”), erstwhile national electric power monopoly. We advised and reviewed several agreements for PHCN. We played an advisory role to PHCN in a gas supply and aggregation transaction it had with Chevron Nigeria Limited. PUC reviewed the Reimbursement and Credit Agreement between the PHCN and the Deutche Bank AG, New York Branch, the Guarantee Agreement between the International Development Association (IDA) and the Deutche Bank AG, New York Branch, and the Letter of Credit issued by the Deutche Bank in favour of Chevron Nigeria Limited on behalf of the PHCN, for a loan facility of US$145,000,000.00 granted under a World Bank Partial Risk Guarantee Scheme in support of a Gas Supply and Aggregation Agreement, between Chevron Nigeria Limited, the PHCN, Egbin Electric Power PLC, and the Gas Aggregation Company Nigeria Limited, for the Nigerian Electricity and Gas Improvement Project.
Defence of PHCN in US$103,200.000.00 Breach of Contract Claim
lead Counsel to PHCN in a major dispute between Lagos State Government of
Nigeria (“LASG”) and the company, relating to Nigeria’s pioneer PPA, the AES
PPA that was promoted by LASG, and in which the two disputants were parties,
alongside AES. LASG alleged fundamental breaches by PHCN, to wit, under-supply of power to specified territories in Lagos
State under the AES PPA, consequent upon which LASG, amongst other reliefs,
claimed for the refund of about
(US$103,200.000.00 equivalent) that it had paid to PHCN under an AES PPA ancillary
Legal Consultants/Adviser for the Establishment of an Independent Power Plant
PUC, as the sole legal consultant for Geometric Power Limited; an Independent Power Producer, promoted the Company which was adopted by the World Bank, and the International Finance Corporation (IFC) and its subsidiaries, for the development of an Independent Power Project from inception, and in 2006, worked with Dewey & LeBoeouf, who were engaged for specific project contracts. Our involvement with Geometric Power started from the conceptualisation of the Group and spans a spectrum of legal services including corporate structuring, corporate finance and funding arrangements, power contract negotiations, gas supply arrangements, etc.
Conduct of Due Diligence Exercise and General Advisory Services to Skipper Electricals Limited
As Transaction Counsel to Skipper Electrical Limited in the Nigeria’ Bureau of Public Enterprises 2012 unbundling of the Power Holding Company of Nigeria, we conducted a comprehensive legal and corporate due diligence on Afam Power PLC; one of the generation companies sought to be privatised, and advised the client on any underlying risk and liabilities.
Defence of the ExxonMobil in a US$625million Oil Spill and Environmental Degradation Claim
Exxon Mobil Corporation (ExxonMobil) in a
(US$625 million) claim alleging various acts of negligence by Mobil Producing
Nigeria Unlimited, the Nigerian subsidiary of ExxonMobil, in its oil
exploration activities, resulting in oil spillages and gas flaring which, it is
alleged, engendered the degradation of the Plaintiffs’ environment.