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Overview
The changes taking place in Iraq today may open great potential for businesses worldwide in the coming months. Anticipating to soon be liberated from the restraints of economic sanctions against Iraq, many companies will want to pursue opportunities for energy and infrastructure development, construction, export, privatization, technology, and professional service expansion in Iraq and throughout the Middle East.
Vinson & Elkins has created a multi-disciplinary Task Force on Iraq to serve as a critical ally, providing legal counsel for our clients who wish to broaden or commence activity in the region. The internationally recognized and respected lawyers on this strategic Task Force have extensive experience in the relevant industries and legal practice areas as well as in the Middle East region. In fact, V&E; was recently named the "World's Leading Energy Law Firm" in connection with Euromoney's 2003 Guide to the World's Leading Energy and Natural Resource Lawyers, and our lawyers have significant experience in the telecommunications, finance, construction and water industries as well. Our Task Force lawyers possess a valuable depth of legal experience in transactions and finance, export controls and economic sanctions, public policy, government contracts, and international claims and disputes.
V&E; lawyers from each of our offices represent individuals and entities in a broad range of business activities throughout the world. Our Middle East energy, infrastructure and transactional practice capabilities include project development and financing, infrastructure, real estate, privatization, joint ventures, energy transactions, mergers and acquisitions, and financings.
With decades of collective experience in working with clients around the world and individual expertise gained from years of government service and private practice, our lawyers provide seasoned advice regarding domestic and international trade regulations, including export controls and economic sanctions. We are assisting our clients in connection with their transactions affected by Iraq sanctions and are otherwise familiar with government rules affecting transnational transactions, as well as the rights and obligations imposed by international agreements and public international law.
Given the role of the U.S. government in post-war Iraq, achieving business objectives in many instances also will involve a public policy component. V&E;'s Public Policy practice includes a wide range of Washington representation including analysis of developing governmental policies and positions, construction of strategic plans tailored to specific client policy goals, preparation of relevant advocacy materials, and consultation with officials in the U.S. Executive Branch and in the U.S. Congress.
In the area of U.S. government contracts, our lawyers are currently assisting client on their contracts relating to Iraq with U.S. government entities. We otherwise represent and advise clients on all aspects of the process, from contract negotiation and award, including bid protests, through to contract performance and post-performance reporting. We assist in the development and evaluation of compliance systems, and defend against civil and criminal audits and investigations when necessary.
V&E; lawyers have extensive experience in handling a broad range of international litigation, arbitration and claims matters. Our lawyers have particular experience with difficult, complex arbitrations before most major institutions and with high-profile claims at international tribunals and claims resolution bodies, including the Iran-U.S. Claims Tribunal in The Hague and the United Nations Compensation Commission in Geneva, and are currently advising clients on claims relating to Iraq. Several of our lawyers also have an insider's experience as legal counsel for these international tribunals. In addition to our knowledge of key arbitral systems and practices, we have extensive experience in certain key regions, including the Middle East, and in particular industries including energy, finance, and construction, as well as in investor-state disputes - experience that is critical to many clients hoping to work in this complex environment.
Middle East Energy, Infrastructure and Transactional Practice
Vinson & Elkins has a widely recognized business and finance practice, and was recently named the "World's Leading Energy Law Firm" in connection with Euromoney's 2003 Guide to the World's Leading Energy and Natural Resource Lawyers. In addition, the Petroleum Economist magazine again named V&E; as the top law firm for, "Best Knowledge of the Global Oil and Gas Sector" in its 2002 Energy Finance survey. We have broad experience in a variety of fields including: infrastructure, privatization, oil and gas, electric power, construction, telecommunications, refining, and petrochemicals.
Our lawyers, including Steve Davis, Lewis Jones, Paul Deemer, Jay Cuclis, Jeff Eldredge and Chris Strong, have devoted substantial efforts in serving non-U.S. clients in the United States and elsewhere, and clients of many nationalities investing throughout the world. We routinely handle the full range of business transactions, including project finance and development, privatizations, energy transactions, mergers and acquisitions, joint ventures, construction contracts, and financings. In addition, V&E; represents a wide array of domestic and international banks and other financial institutions in major loan transactions and debt restructurings of many types.
V&E; is particularly active in the field of infrastructure development, where we have represented many clients in connection with a variety of infrastructure and project development transactions, including transactions in the oil and gas, petrochemical, electric power, pipeline, transportation, and telecommunications sectors. Many of these projects have been in developing markets, and we have broad experience in negotiating with local governments and multi-lateral agencies and guiding our clients through the complex terrain of local law and regulation.
Energy and Infrastructure Experience
The following is a sampling of worldwide infrastructure engagements in which lawyers in our firm have represented or are representing clients:
- Advised an international water development company in connection with bidding for the water conveyor project (on a BOT basis).
- Advised a governmental entity in connection with the development, engineering, procurement, construction, and financing (on a BOT basis) of a public transportation project in Turkey.
- Advised in respect of the United Kingdom's largest single-scheme water treatment project to be project financed.
- Represented the lenders on the project financing of a water and waste-water concession for the City of Bucharest.
- Advised an Export Credit Agency in connection with a public transportation system in Thailand.
- Represented the arranger of senior loan facilities for a project to design, construct, manage and finance prison accommodation in England.
- Represented the senior lenders of senior loan facilities in connection with a PPP project for the construction of hospital accommodation and provision of IT, facilities management, and other non-clinical services.
- Represented participants in a large water-concession project for Almaty, Kazakhstan.
- Represented a lender in 3 different water and waste-water projects in Romania.
- Represented a lender in a waste/water project in Slovenia.
- Represented the project sponsor on a hospital PFI development in the United Kingdom.
- Represented the lending banks in a consortium bid for a sewerage project in Scotland.
- Represented the lending bank in a financing a large waste-water treatment project.
- Represented the developers of a large LNG scheme and concession-based port development in India valued in excess of $1 billion.
- Currently advising on the structuring of the concession and off-take agreements and the funding arrangements for a BOT project in the context of a water treatment and supply concession for the City of Bucharest.
- Represented the developers of a large LNG scheme and concession-based port development in India valued in excess of $1 billion.
- Currently advising on the structuring of the concession and off-take agreements and the funding arrangements for a BOT project in the context of a water treatment and supply concession for the City of Bucharest.
- Advised on the terms of the concession agreement for a water project in Zagreb, Croatia.
- Advised an international bank in a bid to provide financing for the Chengdu No. 6 Water Plant BOT project in China.
- Representing an international developer in connection with the formation of a joint venture to acquire three existing water processing facilities and to construct a new water treatment plant in Guangdong Province, China.
- Represent numerous Texas cities and municipal districts in financing their water and wastewater facilities.
- Served (and continue to serve) as bond counsel for the Dallas Fort Worth Airport since its creation. Over the past 40 years the airport has issued over $2.2 billion in revenue bonds, virtually all of which has been insured by one or more monoline insurers.
Middle East Experience
In addition to our global experience with infrastructure projects, our lawyers have also been involved for many years in transactions throughout the Middle East. Representative examples of our experience in this region are set forth below:
Kuwait
- Advised an international developer in connection with its bidding for a wastewater treatment and reclamation plant concession at Sulaibiya, Kuwait (including, inter alia, a review of the draft BOT concession contract proposed by the government and preparation of revisions to be submitted with the bid) and the subsequent proposed disposition of its project participation.
Oman
- Advised a Nordic energy company in the successful disposal of a €180 million interest in the Suneinah oil and gas concession in the Sultanate of Oman.
- Advised a privately owned company with respect to copper mining in Oman.
- Assisted an international energy company in its potential bid for a vertically integrated power distribution and generating concession in Oman.
Qatar
- Advised an international petrochemical company in connection with the development and financing of two petrochemical complexes in Qatar.
- Advised the agent and the arrangers in connection with the a large project financing of a polyethylene plant in Qatar.
- Advised the agent and the arrangers in connection with a structured financing of natural gas liquids receivables for the Qatari state owned oil company.
- Advised an international bank in connection with a term loan for the Qatari state-owned oil company.
- Advised a lead arranging bank in connection with the large financing of a liquefied natural gas facility in Qatar.
Saudi Arabia
- Advising an international petrochemical company in connection with the development and financing of a petrochemical complex in Saudi Arabia.
- Advised an international energy company in connection with its bid to develop a steam power plant together with a fuel unloading jetty and housing community development to be located at Shoaiba, Saudi Arabia, and a 110-kilometer double circuit transmission line from Shoaiba to Jeddah, Saudi Arabia.
- Advised a Saudi Arabian company in connection with negotiation of the sale and purchase of vessels and long term contracts for the transport of raw materials from various locations to Saudi Arabia.
- Advised a natural gas pipeline company in connection with the $1.5 billion Saudi Methanol Project, and we participated in the organization of a U.S. - Saudi joint venture to build a world-class petrochemicals facility to produce benzene and cyclohexane. The representation included project finance, documentation and negotiations with several Saudi Arabian government ministries.
- Advised a trading company in respect of the construction of facilities and the sale of products in Saudi Arabia.
United Arab Emirates
- Advised a client in relation to Project Dolphin, a major cross-border pipeline project which is one of the of the world's largest integrated energy projects. We represented this client in the acquisition of an interest in the Project Dolphin joint venture with subsidiaries of the United Arab Emirates Offsets Group and TotalFinaElf, and in connection with the negotiation of various related contracts. The initial phase of the project involves the development and production of natural gas in the North Field of Qatar, the construction and operation of a 440 km cross-border subsea pipeline from Qatar to Abu Dhabi and Dubai, and the marketing of natural gas and liquids. This project was shortlisted in 2000 for the "International Project Finance Deal of the Year" award by International Financial Law Review.
- Advised an international developer in its bid to develop a 450-540 MW power plant in Abu Dhabi.
Other Areas of the Middle East
- Advised a Yemeni government entity on the structuring of the competitive tender for the proposed BOT project to develop the Port of Aden.
- Advised in respect of an international water project development in connection with a bid to develop a water project in Lebanon on a BOT basis.
- Advised a U.S. financial services firm in connection with regulatory and tax issues arising from a new project being offered in several countries in the Middle East.
- Advised an international construction company in Jordan involving a dispute regarding the construction of the international Queen Alia airport in Amman.
Export Controls and Economic Sanctions
Vinson & Elkins has one of the most comprehensive export control and economic sanctions practices in the United States. Our lawyers have vast collective experience representing clients in counseling, administrative, litigation, and public policy issues arising across the full range of U.S., and multilateral export controls and trade sanctions. Our lawyers are well known in academic circles, in export-oriented trade groups and industry coalitions, and among government regulators responsible for enforcing U.S. export controls and sanctions laws. We have represented numerous clients in the defense, energy, intelligence, aerospace, electronics, information technology and telecommunications industries on economic sanctions and export control matters, and also have substantial experience in the heavy equipment, food and agriculture, and alcoholic beverage industries.
Kathy Little and Dave Johnson, partners in our Washington office, have substantial expertise in assisting clients in complying with export controls and economic sanctions, including the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR) and various economic sanctions administered by the Office of Foreign Assets Control (OFAC). They have assisted numerous clients in internal audits, internal investigations, and voluntary disclosures, as well as providing assistance on criminal and civil investigations. In addition, our public policy practice group complements the work of our transaction teams by keeping in touch with government policymakers at the White House/National Security Council, Congress and the various executive branch agencies.
Our lawyers frequently counsel clients concerning the application of various economic sanctions programs. Current comprehensive sanctions programs target Angola (the UNITA movement), Cuba, Iran, Iraq, Libya and Sudan, and various persons and organizations, including certain designated narcotics traffickers and terrorists. In addition to counseling, our lawyers have obtained numerous licenses or other authorizations for transactions covered by sanctions regulations, and represented clients subject to civil and criminal enforcement proceedings arising under those rules.
The following are relevant representative matters:
- Obtained licenses for exports to Iraq under the UN "Oil-for-Food" Program for numerous clients.
- Advised U.S. energy company on the application of U.S. economic sanctions to its foreign subsidiary operations.
- Advised non-U.S. oil field services company on application of U.S. economic sanctions and export control laws to its activities in Libya, Iraq and Iran.
- Represented two individuals in administrative proceedings brought under the Export Administration Regulations following the settlement of criminal charges against them. The charges arose out of their involvement in allegedly unlawful exports of U.S.-origin aircraft parts to Libyan end users. Despite the guilty pleas previously entered by our clients, we successfully presented facts and arguments leading to a settlement that included only minor civil penalties against one individual and none against the other.
- Represented the U.S. branch of a Middle East trading company in proceedings before the U.S. Department of Commerce involving alleged violations of the antiboycott regulations. The charges were settled on a favorable basis for our client.
- Represented U.S. and foreign companies in obtaining licenses under the Export Administration Regulations, as well as the economic sanctions regulations governing trade with Cuba, Iran, Iraq and Libya
Public Policy
Vinson & Elkins represents clients before the U.S. Congress and federal agencies and departments on a wide variety of matters. V&E;'s Public Policy practice includes multiple aspects of Washington representation for firm clients. We frequently provide risk assessment, strategic assistance, and analysis regarding pending legislative and regulatory initiatives in areas such as taxation, energy, homeland security, employee benefits, environmental, trade, and foreign relations.
To help achieve the policy objectives of our clients, our work can include analysis of governmental policies and positions; development of strategic plans tailored to specific client policy goals; preparation of relevant advocacy materials and draft legislation; lobbying; consultation with officials in the executive branch and the Congress; work with industry coalitions; and writing testimony and preparing witnesses for appearances before Congress and regulators.
V&E; partner Christine L. Vaughn coordinates firm efforts on client matters that involve a policy component. A number of other firm lawyers have government experience directly relevant to our public policy practice as well.
U.S. Government Contracts and International Procurement Practice
Vinson & Elkin's U.S. Government Contracts and International Procurement Practice represents clients on a broad range of federal government procurement and grant law matters. Our practice has a well-recognized depth in international procurement matters, including export controls, and in the privatization of government activities. Key lawyers in this practice include Mike Charness and Dave Johnson. Their experience includes routine counseling, complex litigation, claims preparation, investigations, voluntary disclosures and various issues affecting international business dealings. We work closely with attorneys in other practice areas including those in the corporate, healthcare, antitrust, white collar, environmental and international trade groups.
We are experienced in assisting government contractors in both the development of compliance systems as well as the evaluation of existing systems. When compliance matters arise or a subpoena or search warrant is served, we prepare and implement compliance systems, as well as defend against "fraud, waste and abuse" allegations.
In the event of a dispute in the contract award process, V&E; represents entities in the prosecution or defense of "bid protest" actions in all the cognizant forums, including the contracting agencies, General Accounting Office (GAO), U.S. Court of Federal Claims (COFC), the Federal District and state and local courts. In the event of contract disputes, our Government and International Procurement Group represents entities of all sizes and business mixes (of commercial and government work). Representation includes disputes before the various Boards of Contract Appeals (ASBCA, GSBCA, etc.), U. S. Court of Federal Claims and state and federal courts. We also assist in the preparation and negotiation of claims with any of the federal agencies, both military and civilian. Our experience includes resolution of terminations for the government's convenience, as well as for default.
We represent companies, as well as federal and state agencies, relating to the privatization of government activities and functions, including water and wastewater, environmental remediation, military housing, highways and infrastructure and operations and maintenance. Our lawyers have drafted and negotiated applicable terms and conditions, assisted in pricing, and reviewed relevant legislation and regulations to facilitate completion of the transaction. Together with our project finance lawyers, we also have arranged for and negotiated the terms of financing for privatization projects.
Finally, our lawyers assist both military and commercial clients in a range of international contracting matters, including foreign military sales (FMS), offset arrangements, technology transfer, export licensing of both military and commercial (or dual-use) equipment and technology, Foreign Corrupt Practices Act (FCPA) issues, and direct sales of military items to foreign governments, including those sales financed by the U.S. government.
Representative matters in the Middle East region:
- Successfully handling an investigation, Qui Tam defense, and subsequent suspension proceedings against a contractor arising out of contracts awarded during Desert Storm. As a result of a complaint filed by a Qui Tam relator, the Defense Criminal Investigative Service (DCIS) and FBI, in conjunction with the local U.S. Attorney's office, initiated an investigation of our client. We convinced the U.S. Attorney's office that no criminal charges should be filed, negotiated a favorable civil settlement, and subsequently persuaded the agency that the company should not be suspended or debarred. Because a sale of the company was pending, time was of the essence, and the entire matter was concluded within five months.
- Defending a major U.S. corporation against charges of illegal shipment of goods to Libya. We resolved the matter by a global resolution which included a criminal plea, no charges being brought against individuals, and an administrative resolution with the Department of Commerce.
- Representing a contractor accused of criminal fraud and defective pricing in connection with a multi-billion dollar foreign military sale (FMS) to Saudi Arabia. After an extensive investigation, we settled the matter favorably with no criminal conviction, suspension or debarment.
- Defending the construction manager for the Alexandria (Egypt) Sanitary District against claims brought by various contractors in connection with the construction of the Alexandria Wastewater Treatment Facility. The client was so satisfied with the result that we were awarded medals by the Egyptian government.
- Assisting clients in preparing proposals, negotiating contracts and handling claims for entities involved in support of the U.S. Military in Iraq and Eastern Europe. This effort also includes defending companies against government allegations of mischarging and incurrence of unallowable costs.
- Designated as the legal counsel for a joint venture performing infrastructure projects for U.S. AID in the Middle East. This effort includes advising the entity on performance-related matters, preparing claims, and evaluating subcontractor claims.
International Litigation, Arbitration and Claims
Vinson & Elkins lawyers have extensive experience in handling a broad range of international litigation, arbitration and claims matters. V&E; lawyers have represented clients in arbitration and ADR matters throughout most of the world. Our international arbitration practice group has experience in a wide variety of international disputes and have represented clients in administered and ad hoc arbitration proceedings under most major arbitral rules systems.
V&E; lawyers have particular experience with difficult, high-profile cases and claims at international tribunals and claims resolution bodies. Several of our lawyers have represented clients before important international tribunals, such as the Iran-U.S. Claims Tribunal in The Hague and the United Nations Compensation Commission (UNCC) in Geneva. Several of our lawyers also have an insider's experience as legal counsel for international tribunals, including the UNCC and the Claims Resolution Tribunal for Dormant Accounts. One of our lawyers, Mr. Loftis, led the UNCC's Energy Sector team, handling over 50 claims by energy industry companies against Iraq arising out of the 1990/91 Gulf war, including the claims of Kuwait Petroleum Corporation for lost production and sales revenues, for which the UNCC awarded $15.9 billion in compensation.
Our lawyers also have extensive experience in key regions, including the Middle East, and in particular industries, including energy, project finance, and construction, as well as in investor-state disputes - experience that is critical to many companies hoping to work in this complex environment. V&E;'s arbitration lawyers have particular experience in the oil and gas and energy industries. As shown by our representative matters and the practice profiles of our arbitration lawyers, few groups of arbitration lawyers anywhere in the world can match our depth of experience in these key international industries.
The following are representative of our Middle East experience:
- Acted for a Middle Eastern drilling contractor in claims before an international tribunal for losses sustained as a result of Iraqi military operations in the 1990/91 Gulf war.
- Represented a Middle Eastern sovereign and its state oil company in a dispute in Central Asia with two other former Soviet republics and a private company over a contract to build and operate an oil pipeline.
- Advised the operator of an oil concession on arbitration claims against a Middle Eastern state oil company.
- Investigated, developed and presented numerous claims by Kuwaiti, Saudi Arabian, Iranian, American, British, French, Japanese, Turkish and Dutch companies involved in oil and gas exploration, development, production and transportation for damages sustained as a result of Iraq's 1990/91 invasion and occupation of Kuwait. Claims included seizure of assets, loss of production revenues, loss of reservoir fluids, loss of transportation revenues, business interruption costs, and destruction of assets, including the oil and gas transportation, processing and storage infrastructure of the State of Kuwait.
- Investigated, developed and presented claims made by Turkish, German, Croatian, and Yugoslavian construction firms for damages resulting from the termination of a major dam construction project in Iraq as a result of Iraq's 1990/91 invasion and occupation of Kuwait. Losses included loss of profits, business interruption costs and seizure of assets.
- Represented dual nationals in proceedings before the Iran-U.S. Claims Tribunal in The Hague (under modified UNCITRAL Rules) in connection with Iran's expropriation of their interests in a large construction company. Among the public international law issues involved were treaty interpretations, governmental responsibility for actions taken by formerly privately-owned companies, and compensation standards for expropriations.
- Handled an arbitration against the Libyan government on behalf of a major oil company in a dispute over the operation of Libyan oil and gas concessions.
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