Course outline

Day 1

Upstream Oil and Gas Background
- Oil and Gas Producing Countries
- Largest Upstream companies
- Largest Service providers
Upstream Oil and Gas Regimes
- Tax and Royalties
- Production Sharing Contracts
- Resource Rents
- State Equity and Carried Interests
- Excise Tax Regimes
- Indirect Taxes – VAT and State taxes
OECD BEPS Developments
- Interest deductions and EBITDA limitations
- Hybrid Mismatch Rules
- Transfer Pricing and Value Creation
- Country by Country (CbC) reporting
- Dispute Resolution
- Tax Treaty Changes and the Multilateral Instrument (MLI)
- Global Anti-Base Erosion Model Rules (Pillar Two)
Country Tax Regimes – Examples and Selected Issues
- Algeria
- Angola
- Australia
- Brazil
- Canada, and Alberta Province tax
- Denmark
- Greenland
- Kazakhstan
- Mexico
- Nigeria
- Norway
- Qatar
- Saudi Arabia
- United Kingdom
- United States, Texas and Alaska state tax
Tax Rate Increases and Bilateral Investment Treaties
Contracting Services
- Permanent Establishments
- Contracting Structures
- External Consortium
- Tripartite Agreements
- Tax Grossing Up
- Recovery if Withholding credited
Capital Gains
- Holding Companies
- Offshore Holding Companies
- Treaty protection
- Tax Treaty Example – Netherlands
- Tax Treaties and Indirect Transfers – Australia
Major Case Study
- Tax Treaties and Permanent Establishments
  – International Exploration and Drilling

Day 2

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

Day 3

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