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ENeRgize newsletter - Spring 2015

27 April 2015

Welcome to our Spring edition of the ENeRgize newsletter, focussing on the latest news and views from the Energy & Natural Resources team at Charles Russell Speechlys.

We have enjoyed a very busy few months and our team continues to go from strength to strength following the merger of Charles Russell and Speechly Bircham in November 2014. Our lawyers are seen as the "go-to" people in the sector and we are often called upon to provide expert analysis on key issues impacting the energy and natural resources industry. Most recently, EU & Competition Partner Paul Henty provided comment to the Financial Times in an article on the mooted Shell acquisition of the BG Group for £47bn (excluding debt), which is expected to undergo ongoing scrutiny from regulators internationally. To read his comments, please click here.

Our team has also continued to be at the forefront of legal developments in the UK on-shore oil and gas sector. A group of us attended the European Legal network (AEL) conference in Edinburgh, hosted by Scottish member firm Anderson Strathern, which was focussed on the sector in the UK and Europe. Charles Russell Speechlys Planning & Environment expert Helen Hutton spoke on her success in the Court of Appeal for our client Europa Oil and Gas plc, in relation to its drilling application in Surrey. To read more about this case, please click here.

In this edition we look at the concept of force majeure in relation to the most recent Ebola outbreak, the key themes to bear in mind with "back-to-back" agreements and the implementation of the Transparency Directive for companies in the extractive industries.

We hope that you find this edition of interest and do contact us should you wish to discuss the articles or any of the services that we offer.

Force majeure and Ebola - be specific

Force majeure, in general terms, is an event that is out of the control of contracting parties which releases the parties from their contractual obligations when the event occurs (or changes those obligations). As a civil law concept, force majeure is not a recognised concept under English law and therefore only a stated force majeure clause in a contract will be enforced by the English courts in accordance with the general principle that the courts will allow parties the freedom to contract with each other as they wish. Interpretation therefore hinges on the specific wording and intentions of the parties at the time of contract.

Running alongside the devastating loss of life caused by the Ebola outbreak has been the impact on social infrastructure and businesses. This disruption to businesses brings the question: does Ebola translate into a force majeure event and remove or change any contractual obligations in place? To read the full article, please click here.

Early implementation of the Transparency Directive for companies in the extractive and logging of primary forest industries

On 28 August 2014, the Financial Conduct Authority (FCA) published a consultation paper proposing to align the implementation of the requirement to report on payments to governments (set out in Article 6 of the Transparency Directive) with the implementation by the Department for Business, Innovation & Skills (BIS) of the reporting requirements set out in Chapter 10 of the Accounting Directive. The effect of such alignment has the benefit of ensuring consistency for UK companies in the relevant industries that fall within the scope of both requirements.

Further to the consultation, the final rules came into force on 22 December 2014 and apply to financial years beginning on or after 1 January 2015. Will it affect you? To read the full article, please click here.

Back to the (same) drawing board

A “back-to-back” agreement is a contract where two parties enter into an agreement, and then one of those two parties subcontracts some or all of its obligations to a third party (who may, for example, be in a different country or provide specialist services). In a “back-to-back” agreement scenario that initial contracting party (P) and a third party will enter into a subcontract which will refer to the terms of the principal contract, but some of the terms will be varied to reflect what it is that the third party is agreeing to do.

In the context of increasingly large and complex international projects, the pitfalls of such agreements are become more apparent. What are the key themes you must consider? To read the full article, please click here.