Course outline

Day 1
Upstream Oil and Gas Background
o Oil and Gas Producing Countries
o Largest Upstream companies
o Largest Service providers
Upstream Oil and Gas Regimes
o Tax and Royalties
o Production Sharing Contracts
o Resource Rents
o State Equity and Carried Interests
o Excise Tax Regimes
o Indirect Taxes – VAT and State taxes
Country Tax Regimes – Examples and Selected Issues
o Algeria
o Angola
o Australia
o Brazil
o Canada, and Alberta Province tax
o Denmark
o Greenland
o Kazakhstan
o Mexico
o Nigeria
o Norway
o Qatar
o Saudi Arabia
o United Kingdom
o United States, Texas and Alaska state tax
Tax Rate Increases and Bilateral Investment Treaties
Contracting Services
o Permanent Establishments
o Contracting Structures
o External Consortium
o Tripartite Agreements
o Tax Grossing Up
o Recovery if Withholding credited
Capital Gains
o Holding Companies
o Offshore Holding Companies
o Treaty protection
o Tax Treaty Example – Netherlands
o Tax Treaties and Indirect Transfers – Australia
Major Case Study
o Tax Treaties and Permanent Establishments
– International Exploration and Drilling

Day 2
Mergers and Acquisitions
Sale and Purchase Agreements
o Issues to Review
o Seller Warranties
o Seller imposing tax on Purchaser – tax gross up clauses
o Buyer protection – Indemnity Clause
Tax Due Diligence
o Buyers Information Request List
o Tax Due Diligence Issues
o Accounts and Deferred tax Balances
Intellectual property and Oil and Gas
o IP Holding Structures
o Contract R&D
o Switzerland
o Netherlands
o Luxembourg
o United Kingdom
o Brazil
o Sale and Leaseback Structures
o Singapore example
o Assets and Leasing
o Tax Treaty Issues
o FPSO Planning Issues
o Leasing into the USA
o Leasing into Brazil
o Tax Credits and Tax Sparing
Oil and Gas Financing
o Thin Capitalization
o Country Examples
o Thin Capitalization – Issues and planning
o Controlled Foreign Corporation (e.g. US Subpart F) – Issues and Planning
o Hybrid Securities
o Sale and Repurchase (Repo) – USA and UK
o Interest on Share Equity – Brazil
o Balance Sheet Securities – India
o Limited partnership – China
Profit Repatriation and Planning
o Branches and head office costs
o Subsidiaries and Dividends
o Capital Gains
o Technical Service and Administration Fees
Major Case Studies
o M&A Structuring – Brazil
o M&A Due Diligence – Canada

Day 3
Transfer Pricing Issues for Upstream Oil and Gas
o OECD and UN approaches
o Defence Files
o Geological and Geophysical
o Seismic
o Drilling
o Financial and Pollution Guarantees
Transfer Pricing and Intellectual Property (IP)
o Intellectual Property in Oil and Gas
o Royalties or Cost Sharing
o Performance Based Royalties
Transfer Pricing and Administration
o Allocating Costs – Including Finance, IT, HR, and Legal
o Branch Issues, including capital allocation
Transfer Pricing and Procurement
o Planning Structures
o Netherlands, Hong Kong and Singapore Examples
Transfer Pricing and Oil and Gas Trading
o Planning Structures
o Derivatives – Options, Forwards and Swaps
o Switzerland Example
Transfer Pricing and Financing Structures
Major Case Study
o Transfer Pricing Audit – Norway Co and the IRS
M&A Due Diligence – Canada
Group Planning Discussion
Closing Comments