As a precursor to the JOA, JSBA is conceptually a short-term agreement that must work between the issuance of the license and the conclusion of the JOA. However, it is not uncommon for JOA negotiations to take a long time and expose themselves to lengthy litigation, particularly when the parties come from different legal systems and have different experiences in the use of the British Continental Shelf („UKCS”). A longer negotiation of the JOA will result in an extension of the duration of the consortium`s dependence on JSBA as a management vehicle for the joint venture. This may be an alarming proposal for the consortium if the JSBA does not anticipate this eventuality. The Joint Study and Offer Agreement (JSBA) is a common contractual agreement in the international oil and gas industry, where several parties wish to jointly examine a certain licensing area in order to present a joint licensing/concession offer outside of a registered joint venture. For more information on licences and concessions, see the practical note: understanding of upstream oil agreements – concessions, production sharing contracts and service contracts. A joint venture can be structured in two ways, either as a non-EU joint venture or as a registered joint venture. A gu-free company does not create its own legal entity and the relationships between its participants are governed by a non-partner joint enterprise agreement. This is the most commonly used structure in international oil contracts, for example. B under the Joint Operating Agreement (JAA), as described above. In addition, the shares of an unregistered joint venture are undivided and, instead of the „JV” as a legal entity, it is a common common operator or committee that manages the transactions.
Caution should be exercised with respect to the inclusion of withdrawal provisions in the JSBA. Certain types of agreements, such as the AIPN Study and Bid Agreement (2006) model, provide for a party to withdraw from the agreement, with the outgoing party having to not enter into concession interest on all or part of the territory envisaged by the consortium for a period of one year after the withdrawal. In most cases, it would be preferable to extend this requirement to prohibit the lowering from applying in the corresponding licence cycle for the reasons mentioned in recital 4 above. If the joint bidders are successful, it is likely that Abu Dhabi National Oil Company (ADNOC) will be a majority partner (ADNOC holds a majority stake of 51-60% in most concessions and projects). Therefore, each company should consider that it will be a minority partner of the ADNOC. This minority stake is still diluted if the share is distributed among several companies. Normally, we would not expect the consortium members to try to integrate an ad hoc entity that would be available to the consortium before a successful offer. On the contrary, consortium members will generally integrate their own ad hoc vehicles and possibly a common vehicle only if an offer is successful.