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Midstream and Upstream Joint Ventures in Oil & Gas: Structure Options, Transferability, Tax and Other Considerations

Recording of a 90-minute premium CLE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, October 4, 2018

Recorded event now available

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This CLE course will guide energy professionals on the market trends driving recent joint ventures (JVs) in the oil and gas industry. The panel will examine structuring JVs and the considerations to weigh in the midstream and upstream spaces, such as transferability, financing, preferential purchase rights, tax, and liability allocation. The panel will review DrillCos, a large-scale drilling joint venture arrangement.


The energy industry is responding to changing marketplace conditions and economic, operational, and other challenges by forming JVs to spread costs, overcome limitations and mitigate risk. These include JVs that potentially may be between upstream companies, midstream companies, private equity and/or venture capital firms.

The potential parties to a JV must weigh several considerations when determining what type of structure to use, including issues regarding the transferability of the interests acquired, financing, management, tax and others. The parties must delineate the scope and purpose of the JV and define what business activities the JV can and cannot do, as well as address potential conflicts with the parties’ other businesses.

Listen as our authoritative panel of energy professionals discusses the market trends driving recent joint ventures in the oil and gas industry, as well as structural options. The panel will also examine several issues related to joint ventures within both the midstream and upstream spaces, such as management and control, transferability, financing, area of mutual interest provisions, handling consents and preferential purchase rights and tax issues.



  1. Market trends
  2. Midstream JV structures
  3. Upstream JV structures
    1. DrillCos
    2. Other structures
  4. Key Issues
    1. Midstream JVs
      1. Funding and Default
      2. Management
      3. Transfer Restrictions
      4. Future Capital Projects
      5. Area of Mutual Interest/Conflicts
    2. Upstream JVs
      1. Carry
      2. Transfer Restrictions
      3. Financing
      4. Consents / preferential purchase rights
    3. Tax Considerations


The panel will review these and other essential issues:

  • What are the structuring alternatives for midstream and upstream JVs?
  • What are the principal terms to negotiate when structuring DrillCos? What are the areas of potential concern with DrillCos?
  • What are the formation and operational issues to address with upstream and midstream JVs?


Fredrickson, Robin
Robin S. Fredrickson

Latham & Watkins

Ms. Fredrickson represents exploration and production companies, midstream companies, and private equity clients in...  |  Read More

King, Michael
Michael R. King

Latham & Watkins

Mr. King represents oil and gas companies and private equity sponsors in upstream and midstream transactional matters....  |  Read More

Szalkowski, Stephen
Stephen C. Szalkowski

Latham & Watkins

Mr. Szalkowski focuses his practice on domestic energy transactions with an emphasis on acquisitions, joint ventures,...  |  Read More

Anderson, Lauren
Lauren A. Anderson

Latham & Watkins

Ms. Anderson focuses on mergers and acquisitions and general corporate matters for oil and gas industry participants....  |  Read More

Bennett, Christopher
Christopher B. Bennett

Latham & Watkins

Mr. Bennett focuses his practice on domestic and international energy transactions, with an emphasis on mergers and...  |  Read More

Cole, Jim
Jim Cole

Latham & Watkins

Mr. Cole practices transactional tax involving mergers, acquisitions, restructurings, and capital markets transactions....  |  Read More

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