C L A R I D E N 20 June - 21 June 2013

Transcription

1 C L A R I D E N 20 June - 21 June 2013 Shangri-La, Singapore Knowledge for the world business leaders Legal, Tax and Operational Considerations Faculty Leaders In these 2-days, you will gain comprehensive knowledge on: Legal & Regulatory Framework For O&G Investments in Myanmar Taxation Framework Angus Mitchell Partner; Managing Director, Thailand; Head - Oil & Gas Division William D. Greenlee, JR Partner; Deputy Managing Director, Myanmar; Head of China Desk Domenico Ferrari Senior Associate; Head of Energy, Mining & Infrastructure Practice Group, Singapore Political & Economic Outlook Myanmar Oil & Gas Outlook 2013 Local Human Resources Issues & Strategy Process for Investing into Myanmar's Oil & Gas Industry Jack Sheehan Regional Partner, Tax Practice Group Dr Aung Thura Founder & CEO Hrair Simonian Legal Counsel Domestic Joint Venture Considerations Risk Management & Dispute Resolution

2 Legal, Tax and Operational Considerations F A C U L T Y L E A D E R S Angus Mitchell Partner; Managing Director, Thailand; Head - Oil & Gas Division, Regional Energy Mining and Infrastructure Practice Group Angus is a highly experienced general corporate and commercial lawyer with a particular focus on oil & gas and power related legal issues. He has extensive experience with project development work and energy related share and asset transactions. Angus holds a JD and a BA (Economics) from the University of British Columbia, and is a member of the Law Society of Alberta. After qualifying in Canada, Angus began his career in 15 with s predecessor firm in Myanmar, moving in 17 to the Projects group at Linklaters in Singapore. In 2002 Angus moved to Bennett Jones LLP, a top tier Canadian energy law firm in Calgary, where he was a Partner in the Energy and Natural Resources Practice Group. Angus joined in William D. Greenlee, JR Partner; Deputy Managing Director, Myanmar; Head of China Desk William s practice focuses on M&A, corporate and project finance and securities. He is involved in negotiating, structuring, documenting and managing large transactions, private equity and opportunity-fund companies and other international companies throughout Asia. With a focus on Southeast Asia, William s clients include a range of industries including energy, mining, infrastructure, oil and gas, banking, telecommunications and tourism. William holds a B.A. degree from the University of Oregon in Asian Studies with a minor in East Asian Literature and Juris Doctor from the University of San Francisco, California. He is a member of the State Bar of California, State Bar of Nevada, State Bar of California International Law Section and the Inter-Pacific Bar Association. He speaks English, Mandarin, Thai and Bahasa Indonesian. Domenico Ferrari Senior Associate; Head of Energy, Mining & Infrastructure Practice Group, Singapore Domenico has over eight years of experience, five of which have been in Asia, acting for lenders, sponsors, borrowers and trading companies on project finance transactions, corporate finance, M&A, international trade finance, renewable energy and waste to energy projects, IPP developments, infrastructure projects, oil & gas, mining projects, structured finance and general corporate matters. Domenico plays a key role in many of the ongoing Bangladesh-based and Myanmar-based projects. He is admitted to the Bar in Italy and enrolled as a Solicitor of England and Wales. He holds Master of Law Degrees in U.S. & Asian Business and Trade Law (New York University) and Corporate & Financial Services Law (National University of Singapore). He speaks Italian, English and French. 2

3 Legal, Tax and Operational Considerations F A C U L T Y L E A D E R S Jack Sheehan Regional Partner, Tax Practice Group Jack is the Regional Partner, Tax Practice. He has over 12 years experience in Europe and Asia and previously headed the tax team of a Big Four firm managing a team of tax specialists. Jack specializes in providing international tax planning and consulting, cross border tax advisory services, tax due diligence, corporate restructuring and reorganization and tax compliance advice. Jack is a regular speaker on current taxation issues in the region and his speaking engagements include European Chamber of Commerce, Chinese Chamber of Commerce, Australian New Zealand Business Association, Lao Stock Exchange (LSX), Cambodian Stock Exchange (CSX) and various sponsored events throughout the region including Thailand, Singapore and Laos. Jack is a member of the Association of Chartered Certified Accountants ( ACCA ), in the United Kingdom. He speaks English, Lao and basic Thai. Dr Aung Thura Founder & CEO Dr. Aung Thura is the founder and CEO of, a Myanmar-based research and consulting firm specialized in market research, consulting and capital markets with regards to Myanmar. Being a Myanmar national who grew up in Switzerland, Mr. Thura is very well connected in Myanmar and Europe. Before founding, Dr. Thura worked for various Swiss banks in different roles. He was a structured products and exotic derivatives trader. Mr. Thura has a M.Sc. in mechanical engineering from the Swiss Federal Institute of Technology in Zurich and holds a master s degree in finance and a doctorate in banking from the University of St. Gallen in Switzerland. Hrair Simonian Legal Counsel Hrair Simonian is legal counsel at. Mr. Simonian received his J.D. from Cornell Law School, with a concentration in business law and regulation. He previously worked at the Hong Kong International Arbitration Centre (HKIAC). Prior to joining HKIAC, he served as a summer associate at a public utility company, where he focused on regulatory compliance and corporate governance. He received his B.S. in Psychobiology from UCLA. 3

4 Program Details E X E C U T I V E S U M M A R Y Program: Dates: Location: Legal, Tax & Operational Considerations 20 June - 21 June 2013 (2 days) Shangri-La, Singapore Early Bird 1 (Register & pay by 25 Apr 2013): Early Bird 2 (Register & pay by 23 May2013): Regular Tuition Fee: S$2,595 S$2,795 S$2,895 For limited time only by 23 May 2013, register 3 participants and the 4th participant will receive a complimentary seat (only one discount scheme applies). Program Essence: The lifting of sanctions coupled with recent government reforms to open up Myanmar s oil & gas sector for foreign investment has attracted the attention of potential investors across the globe. This 2-day intensive and interactive program is designed to help meet your critical needs, by providing you with a well-rounded view of both the legal and non-legal considerations, as well as a walkthrough of the required processes that potential investors such as you will need to consider when making oil & gas investments in Myanmar. The program will be conducted by top tier industry experts with a wealth of on-the-ground experience in Myanmar, who are currently advising investors and businesses during this period of transition in Myanmar. P R O G R A M O V E R V I E W Myanmar s market is full of business opportunities as policy reforms open up the country to foreign investors. Oil & gas investor interest from around the world is increasingly focused on Myanmar due to its relative number of unexplored reserves as well as recent policies opening up the country for foreign investment. However, there still exists a large gap about on-the-ground knowledge amongst the oil & gas community about investing into Myanmar as well as how to navigate the regulatory landscape there. This intensive 2-day dedicated program aims to equip potential investors with a working understanding of the legal & tax requirements as well as operational considerations as a foreign investor for investing into oil & gas operations in Myanmar, in order to navigate the complexity of the regulatory process and minimize potential risks. Specifically designed to meet the needs oil & gas companies, private equity, investment funds, banking and financial institutions as well as service & equipment providers, this program will benefit both those who are looking to invest themselves, or are involved in ad vising oil & gas investments into frontier markets such as Myanmar. W H O W I L L B E N E F I T M O S T This program is designed specifically for all C-level, Directors, Head of Departments, Managers & Executives dealing with: Legal Tax / Corporate Tax Finance Investments Strategy Commercial Business Development Exploration & Production Mergers & Acquisitions Assets / Asset Management Energy / Oil & Gas / Resources Project Finance 4 From: Oil & Gas Companies Private Equity and Venture Capital Investment /Asset / Fund Management Banking & Financial Institutions Engineering, Consultancy & Related Services Technology & Equipment Providers

5 Program Outline & Agenda L E A R N I N G O B J E C T I V E S Gain a well-rounded view of both the legal and non-legal considerations for making more informed decisions about potential oil & gas investments into Myanmar Understand your legal and regulatory obligations as a foreign investor making investments into Myanmar s oil & gas industry Discover the current status of the oil and gas industry in Myanmar and what opportunities are available Review PSC contractual considerations for oil & gas investments in Myanmar Examine the tax considerations and taxation structures in place for your investment Manage operational risk and human resources challenges when accessing new exploration and production business in Myanmar Improve how you source and work with domestic Burmese joint venture partners in the oil & gas industry Assess your recourse for dispute resolution and mediation for ensuring the security of investments Experience a walkthrough of the required processes that potential investors need to consider when making oil & gas investments in Myanmar Avoid common pitfalls and mistakes of investments and operations in frontier markets like Myanmar P R O G R A M O U T L I N E DAY ONE - Led by Part A Reviewing the Legal & Regulatory Considerations For Oil & Gas Investments in Myanmar Government agencies in the oil & gas sector The new Foreign Investment Law (FIL) with respect to Energy projects The Rules and Notification to the FIL - impact on energy The application procedure in the Rules Need for Local Partners and the bidding process A Production Sharing Contract (PSC) in Myanmar with examples of salient provisions and a sample case discussions will cover royalties, cost recovery, signature bonus, data fee, production bonus and allocation of shares Understanding Engineering, Procurement and Construction (EPCs) contracts in Myanmar Taking into consideration labor issues, including the new social security law and minimum wage law in Myanmar Remittance of profits and investments Corporate form for your investment in Myanmar Procedural steps for an oil & gas deal in Myanmar Contracts other than PSC in Myanmar Additional laws impacting oil & gas investments in Myanmar Environmental issues that need to be considered Part B Understanding Taxation Frameworks In Place for Oil & Gas Investments in Myanmar Fiscal policies to support the oil & gas industry in Myanmar Evaluation of Myanmar oil & gas fiscal terms which fiscal terms are negotiable Tax incentives for foreign investment into oil & gas Tax basis for PSC holders i.e. net of tax, gross of tax, uniformity principles, tax facility systems Governance of cost recovery and income tax in the upstream sector Trust and financing agreements Capital gains tax in Myanmar International treaties what tax treaties apply in Myanmar?; transfer pricing Withholding taxes and government approvals for financing oil & gas projects in Myanmar Profit extraction which approvals and taxes apply; foreign exchange export proceeds Taxes on rent of equipment, management and service fees Which oil & gas services will trigger a Permanent Establishment (PE) according to Myanmar tax authorities? Common tax pitfalls to look out for oil & gas investments in Myanmar Summary & Closing 5

6 Program Outline & Agenda P R O G R A M O U T L I N E DAY TWO - Led by Managing Operational Considerations for Oil & Gas Investments in Myanmar Political & Economic Outlook for Investments into Myanmar The ASEAN Counsel on Petroleum Issues in Myanmar Myanmar Oil & Gas Outlook 2013 and Beyond Reviewing Myanmar s offshore prospects and how industry players are moving to capitalize on attractive gas exploration and production (E&P) Conducting a Risk Analysis for Your Investment in Myanmar Oil & Gas in Myanmar Potential Human Resources Issues That You Need To Be Aware Of When Making Investments in Myanmar Reviewing impact of lack of skilled labour resources on-the-ground for operations Status of oil & gas talent pool development in Myanmar and challenges Restrictions, if any, for expat employees in your oil & gas venture Walkthrough of Processes for Investing Into Oil & Gas In Myanmar Walkthrough of steps necessary for oil & gas investments Define your intended business activity Identify the relevant ministries/authorities in charge of the business sector/activity Establish contact with the relevant ministries/authorities (need for endorsement/no-objection for the investment applications) Determine the appropriate entity to be established in Myanmar (wholly foreign owned entity allowed for investments / Joint Venture; sourcing for local partners ahead of time critical) Understanding the tendering process for oil & gas blocks in Myanmar How are oil & gas blocks awarded in bid rounds in Myanmar? Moving effectively through the contract negotiations phase Considerations When Working With Domestic Burmese Partner or Joint Venture Partners Expected Key challenges for JVs in Myanmar:- Sourcing for appropriate domestic partners in Myanmar Conducting due diligence Structuring the oil & gas joint venture agreement - current restriction on direct acquisition of shares in wholly Myanmar-owned local companies; and; onshore versus offshore developments Rights and obligations in oil & gas contracts in Myanmar Dispute resolution and arbitration clauses - what is your recourse for dispute resolution and enforcement of JV contracts Dispute Resolution, Mediation and Towards Ensuring The Security Of Your Oil & Gas Investments Legal certainty and contract sanctity - sanctity of existing contracts to support the capital intensive long-life nature of oil and gas projects and provide the certainty that the oil & gas investor requires Risk management, prevention of fraud and proper governance Due diligence tips for improving the security of your oil & gas industry investments Dispute resolution, arbitration clauses Issues and Trends Impacting Ability to Access New Exploration & Production (E&P) Business in Myanmar Access to data and information in Myanmar Incentivizing exploration and reserves growth Transparency considerations in Myanmar 6 Mock Case Study Group Exercise and Closing Summary Participants will work on helping a hypothetical energy investor to evaluate and walkthrough the process of making an oil & gas investment in Myanmar.

7 I N V E S T I N G I N T O M YA N M A R S O I L & G A S I N D U S T RY: L E G A L, TA X A N D O P E R AT I O N A L C O N S I D E R AT I O N S June 2013 Shangri-La Hotel, Singapore REGISTRATION PAGE C L A R I D E N Knowledge for the world business leaders Booking Contact (Approving Manager) Mr/Mrs/Ms: Job Title: Department: Telephone: Fax: Organisation: Address: Postal Code: I would like to receive more information on hotel accomendation using Clariden Global coporate rate. Please Register the following participant(s) for this Program: 1st Participant Name (Mr/Mrs/Ms): 2nd Participant Name (Mr/Mrs/Ms): 3rd Participant Name (Mr/Mrs/Ms): 4th Participant Name (Mr/Mrs/Ms): PROGRAM FEES 1ST EARLY BIRD FEE: S$2,595 (Registration and payment must be received by 25 April 2013) 2ND EARLY BIRD FEE: S$2,795 (Registration and payment must be received by 23 May 2013) REGULAR FEE: S$2,895 GROUP DISCOUNT: For 2 registrations from the same company and billing source, the 2nd participant enjoys a 10% discount. For registrations of 3 from the same company and billing source, the 4th participant receives a complimentary seat. One discount scheme applies per company. Note: GST is applicable only to participants from Singapore registered companies. Important Notice: Payments are required with registration and must be received prior to the Course to guarantee your place. PAYMENT METHODS BY CHEQUE / BANK DRAFT : Made payable to Clariden Global Pte Ltd and mail to: 3 International Business Park, #04-31, Nordic European Centre, Singapore BY TELEGRAPHIC TRANSFER TO: Bank Name: DBS BANK Bank Branch Code: 027 Bank Address: 6 Shenton Way, DBS Building, Singapore Bank Account No: Bank Account name: Clariden Global Pte Ltd Bank SWIFT Code: DBSSSGSG Please note that all bank charges are to be borne by participants. Please ensure Clariden Global receives the full invoiced amount. Note: Please include invoice number on all payment types and your company s name in your payment instructions for our reference. CREDIT CARD: To make payment by credit card, please call our client services hotline at WAYS TO REGISTER admissions@claridenglobal.com Fax: Call: Website: DATE AND LOCATION This executive program will be held at: Shangri-La Hotel, Singapore June Orange Grove Road, Singapore Tel : Fax : Website : The fee for this two-day executive program includes all written materials, lunch and refreshments. HOW TO REGISTER AND PAY An invoice and registration confirmation will be sent within 7 days, please contact us if you have not heard from us within 7 days. Payment can be made by credit card, by bank transfer or by cheque made payable to Clariden Global Pte Ltd. ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT. ACCOMMODATION Accommodation is not included in the program fee but you will be entitled to use our corporate rate for your accommodation. Information will be sent along with your registration confirmation. SPONSORSHIP INTERESTED IN PROMOTING YOUR ORGANIZATION TO OUR PARTICIPANTS For more information on sponsorship, tabletop displays & insert opportunities, please contact us at CANCELLATIONS AND SUBSTITUTIONS Once we have received your booking, the place(s) are confirmed. No refunds will be made for any cancellations, however, program credits of equivalent value only applicable for Clariden Global events will be provided. Credits can only be redeemed for 1 program and is valid for only one (1) year from date of issue. Substitution with a qualified candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with no charges. Subsequent substitutions will be charged 10% admin fee. ALL CANCELLATIONS MUST BE RECEIVED IN WRITTEN FORM PLEASE NOTE: Clariden Global Pte Ltd reserves the right to change the content and timing of the programme, the speakers and the date and venue due to reasons beyond their control. If in the unlikely event that the course is cancelled, Clariden Global Pte Ltd will refund the full amount and disclaim any further liability. ENQUIRIES: If you have any queries about registration or payment please do not hesitate to contact our client services department on PRIVATE DISCLOSURE STATEMENT: Any information provided by you in relation to this event is being collected by Clariden Global Pte Ltd and will be held in the strictest confidence. It will be added to our database for the primary purpose of providing you with information about future events and services. Visit us at for upcoming events FOR OFFICIAL USE FEE RECEIVED REFERENCE L3033/DS/JT