Session 1: Midstream 101: A Primer on Understanding Midstream Contracts and Identifying Key Issues - Explore midstream transactions and the contracts commonly utilized in the industry to gather, transport, and process oil and gas. Work through commercial and regulatory considerations and key issues when drafting midstream contracts.
Session 2: The Oil and Gas Lease, Part I: Classification, Scope of Grant and Duration - An in-depth focus on how an oil and gas lease is classified in law and on the key clauses of the lease.
Session 3: The Oil and Gas Lease, Part II: The Royalty Clause in an Oil and Gas Lease - In Texas, the calculation of the royalty obligation created under an oil and gas lease is determined by looking at the specific language contained in the royalty clause. Royalty terms in the lease such as "market value at the well" or "amount realized" establish how the royalty payor must measure and calculate royalty, and what post-production costs can be allocated to the lessor interest. This presentation reviews some of the principal phrases used to describe such obligations and how the Texas courts have interpreted them, and examines how that same language has been interpreted differently in other jurisdictions. It analyzes the impact of division and transfer orders and royalty payment statutes on royalty obligations contained in the lease.
Session 4: The Oil and Gas Lease, Part III: Implied Covenants - Examination of the law of implied covenants, including the duties imposed, elements necessary to establish a claim, and remedies and defenses available.
Session 5: The Oil and Gas Lease, Part IV: Other Clauses - Review other clauses in an oil and gas lease, including surface use clauses and riders, retained acreage and proportionate reduction clauses, and savings clauses such as continuous operations, dry hole, force majeure, and shut-in gas royalty clauses.
Session 6: Emerging and Re-Emerging Issues in the Use of Surface for Oil and Gas Operations - Explore the nature and extent of the implied easement to use the surface, and a framework for analyzing the accommodation doctrine. Also hear a survey of emerging and re-emerging issues involving conflicting uses of the surface estate, including conflicts with renewable projects, saltwater disposal operations, sand mining, and subsurface easements.
Session 7: JOA Negotiation: Operator and Non-Operator Perspectives - Review key provisions of the American Association of Petroleum Landmen 610 Model Form Operating Agreement from both the operator’s and non-operator’s perspectives.
Session 9: MSA Negotiations - A mock negotiation of a master service agreement with particular attention paid to the insurance and indemnity provisions to ensure an effective risk allocation program.
Session 10: A Primer on Oil and Gas Transportation Agreements: Key Issues & Considerations - Explore midstream transactions and the contracts commonly utilized in the energy industry governing the movement of oil and gas from the wellhead to a point downstream for resale or further handling. Work through commercial and regulatory considerations and key issues when analyzing and negotiating transportation contracts.
Session 11: Split Estate Issues (Mineral, Wind, Solar and Water) - Explore competing uses, common conflicts, and potential solutions.
Session 12: Make Peace, Not War: Negotiating and Drafting Accommodation Agreements in the Oil and Gas Industry with Wind and Solar Companies - A brief discussion of the basic elements of a comprehensive accommodation agreement, which shall include pitfalls to avoid in drafting such agreements, as well as an overview of typical accommodation issues and how best to resolve them.
Session 13: Communication with Opposing Counsel and Landowners - Common law rules, the fields of tort and contract, as well as rules of professional ethics, govern a lawyer’s or landman’s negotiations on behalf of a client. By remaining mindful of these rules, including how the rules differ depending on whether you are negotiating with opposing counsel or a landowner, you can stay out of trouble and better serve your client.
Session 14: Nuts and Bolts Ethics for the Business and Transactional Lawyer - Engage in a practical discussion of current ethics topics related to business and transactional law, including conflicts issues, and attorney migration between firms.