Morgan Lewis attorneys have handled some of the most sophisticated and cutting-edge oil and gas deals and have addressed the most challenging regulatory issues in the industry today. Our Oil and Gas Practice offers customized, interdisciplinary legal representation around the world in the areas of project development, acquisitions and divestitures, financings, litigation, arbitration and other dispute resolution, and regulatory proceedings.
Morgan Lewis regularly advises integrated oil companies, independent exploration and production companies, liquefied natural gas (LNG) developers, traders and importers, private equity funds, lenders, regulated gas utilities, refiners and retailers, marketers, natural gas storage developers, intrastate pipeline companies, gatherers, natural gas processors, distribution companies, and end users.
The Oil and Gas Practice handles structuring and development of upstream (including offshore and unconventional resource) projects, pipelines, LNG export and import projects, ammonia, methanol, and other gas monetization arrangements and refineries. Morgan Lewis attorneys have deep knowledge of industry practice and have chaired or served as draftsmen for the 1995 and 2002 AIPN Model Form International Operating Agreements, the 2006 AIPN Model Form Unitization and Unit Operating Agreement, and the 1992 Study and Bid Group Agreement.
The Oil and Gas Practice also handles natural gas compliance and enforcement matters and administrative and appellate litigation relating to rates, terms, and conditions of service.
We assist clients in acquisitions and dispositions involving oil- and gas-producing properties, gas-related assets, coal-bed methane and shale gas properties, large and small refineries, retail chains, petroleum product pipelines, crude oil pipelines, and gas pipelines.
These transactions often involve Federal Energy Regulatory Commission (FERC) and state approvals of tariff structures and rates, compliance with multiple statutory and regulatory requirements, real estate condemnation, preferential purchase rights, consents, and other restrictions under joint operating agreements and other oil field contracts, environmental approvals, and permit compliance.
Scope of Practice
Acquisitions and Divestitures
Morgan Lewis attorneys have handled numerous industry-leading oil and gas acquisition and divestiture transactions, including the largest E&P asset auction process (over $13 billion in four packages) and the largest U.S. energy privatization (Elk Hills). We have significant experience in auction sales, for both sellers and purchasers, and have teams well versed in both seller and purchaser due diligence for oil and gas acquisitions and divestitures. In addition, we have significant experience in tax-efficient structures such as like kind exchanges and “mixing bowl” transactions, including international exchanges. Because our teams are broadly trained in international transactions, we handle acquisitions and divestitures in nearly any jurisdiction, in coordination with local counsel. Morgan Lewis’s antitrust capability in both the U.S. and European Union provides important regulatory support for significant A&D transactions.
Liquefied Natural Gas
Morgan Lewis has a deep understanding of the LNG business, from development through sale, trading, and importation and the related regulatory issues. Our attorneys have served as lead project counsel, or one of the lead project counsels, for three greenfield LNG export projects and have experience with LNG import terminals and the regulatory issues surrounding LNG imports. Our work has included negotiation of investment agreements with governments, preparing gas procurement and LNG sales contracts, plant EPC, and negotiation of project joint venture or shareholding arrangements, including novel multitrain structures. In addition, we have experience structuring an LNG project based upon unconventional gas supplies. In particular, we have assisted clients with project coordination and advance planning to ensure that all contractual arrangements in the LNG chain—for term, quantity, quality, force majeure, default, damages, and termination—are properly coordinated, both in substance and timing.
Deepwater and Other Oil and Gas Projects
Our lawyers have significant knowledge of deepwater upstream development, with experience in FPSOs, deepwater pipelines, production handling arrangements, platform fabrication and installation, and pipelaying contracts, among others. Large, deepwater fields often call for unitization, and our Houston team of attorneys has handled unitizations on five continents and includes two attorneys who served as chief draftsmen of the AIPN Model Form Unitization and Unit Operating Agreement. Morgan Lewis is presently assisting in several unitizations offshore of Brazil.
Natural Gas Regulation
At both the federal and state levels, our Natural Gas Practice works with regulated and unregulated clients to develop innovative business solutions to ongoing challenges in natural gas regulation.
Federal Regulation
At the federal level, our Natural Gas Practice includes all aspects of FERC regulation and compliance, including certification of new facilities, exports and imports, ratemaking, tariff design, investigations, and both trial and appellate litigation.
We have long played an active role in addressing broad policy issues before FERC, informally through direct interaction with FERC, its commissioners, and their staffs, and formally through rulemaking proceedings. Our team is skilled in alternative dispute resolution and takes a leading role in multiparty settlements through informal and structured negotiations. We regularly monitor FERC's agenda and orders, advising clients of new developments that affect their operations. We have also represented numerous natural gas industry participants in Commodity Futures Trading Commission (CFTC) matters regarding compliance with commodity trading activities.
State Restructuring Issues
Local distribution companies face continuing dramatic change in their industry role, and an equally dramatic need for appropriate state and federal regulatory steps. We have helped to establish some of the first unbundled programs for residential and small commercial customers at the local level, and have also helped to develop both legislative and administrative unbundling programs.
Oil Industry Compliance Issues
Morgan Lewis provides compliance counseling services to a wide range of oil industry participants, encompassing the Foreign Corrupt Practices Act (FCPA), antiboycott and sanctions laws, commodity trading activities, and compliance with FERC and CFTC rules.
Oil and Gas Litigation
Morgan Lewis’ energy litigators regularly represent clients on a wide range of litigation affecting the oil and gas industry, in state and federal courts, in arbitration and mediation proceedings, and before federal and state administrative agencies. We have represented clients in proceedings concerning federal preemption and state regulation, condemnation/eminent domain, long-term gas processing contracts, long-term gas sale contracts, royalty disputes, sales of LNG, utilization of LNG terminal facilities, natural gas pricing, PCB contamination, and joint operating and joint venture agreements.