Download Course Outline and Codes of Modules

ADVANCED MANAGEMENT PROGRAMME (AMP)
ON
AFRICA OIL, GAS AND MINING,
INVESTMENTS,CONTRACTS ADMINISTRATION,
TAX MANAGEMENT AND ARBITRATION
lectures holding
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Course Outline and Codes of Modules
DESCRIPTION OF COURSES AND CONTACT HOURS
The total number of contact hours for the programme is one hundred and eighty (180) hours.
It is important to state that each of the modules of our Advanced Management Programme can be taken
as stand-alone short courses by persons who are not interested in graduating with our Advanced
Management Programme and which brief period of training would count as Continuing Professional
Development (CPD) hours of the Chartered Institute of Taxation of Nigeria, Chartered Institute of
Arbitrators of United Kingdom and the Nigerian Bar Association, depending on whether the module is
approved as a Continuing Professional Education (CPE) by either of the two professional bodies.
The details of the modules and the time allotment(s) are as follows:
Course Codes, Aim, Outline and the contact hours of the various courses
AMP 100: Legal Ownership and Energy Security of Natural Resources Production in the Africa
a.
AIM
The aim of this module is to introduce students to legal, legacy and contemporary issues pertaining to the
ownership of natural resources in Africa and how these legacy issues have affected the development of
the natural resources in the continent as well as the continent’s long term strategic interests vis-à-vis the
tripartite (English, Portuguese and French) trajectory of the continent.
An understanding of these fundamental issues would give the student a good foothold on the Advanced
Management Programme and its prospects as Africa pursues her energy security.
b.
CONTACT HOURS (NINE HOURS)
This module is divided into three parts of three hours each on two different days: the political economy
aspect and the energy security aspect.
AMP 101: Contemporary Tax Policy and Regulatory Matters
a. AIM
This module shall acquaint students with the evolution and objective of the tax system in Nigeria, Features
of
a
Good
Tax
System,
general
system
of
tax
administration,
problems
and
prospects,
tax
laws,
administration
of
income tax, value added tax, capital gains tax, petroleum profit tax, the
structure
and
functions
of
tax
authorities
at
federal
and
state
levels,
joint tax board, the theory of economic stabilization and impact of fiscal
policy; while the second three hours of the module shall acquaint students with the interrelationship
between
stakeholders
in
the
development
of
a
good
tax system, The role of stakeholders in developing a good Tax culture in
Nigeria, Funding of the Tax and Revenue Authorities, Tax Refund Mechanism.
Periodic Review of existing Tax laws, Coordination of Tax Authorities by
the Joint Tax Board, Tax Appeal Process and using tax system as a tool in
creating competitive advantage as well as the issue of tax incentives.
b.
CONTACT HOURS (TWELVE HOURS)
This module is divided into two parts of six hours each on two different days.
AMP 102: Double Tax Agreements, Tax Information Agreements and Bilateral Investment Treaties
and Regional Economic Cooperation Agreements and their impact on Source Rules versus the Resident
Rules in negotiating Oil, Gas, Solid Mineral and Electricity Production, Turn- key Service Contracts and
Offshore Rig Hire Contracts in Africa
a.
AIM
The aim of this module is to provide the student with a good understanding of international tax treaties,
tax information agreements and bilateral investment treaties as well as their impact on oil, gas and solid
minerals production as well as electricity generation and turn-key projects as well as the legal and fiscal
regimes for offshore rig hire in African countries.
The course would involve training on tax treatment of turn-key contracts by non-resident international
staff as well as the taxability of the online role through the internet by a non-resident expert in a particular
foreign country.
Students would be exposed to the taxing regime for extractive industry production operations under the
Source Rules and also under Resident Rules.
b.
CONTACT HOURS (TWELVE HOURS)
The total number of contact hours is twelve hours divided into three different days.
AMP 103: Concessions, Licensing and other Production Contractual Issues in the Africa’s Extractive
Field Development
a.
AIM
The aim of this module is to strengthen the students’ capacity to effectively negotiate and draft robust
terms in oil and gas upstream operatorship and lease agreements under concessionary, licensing and/or
production sharing agreements.
The essence of the module is also to ensure that upon completion of study, students would be able to
effectively negotiate and draft clauses for Joint Operating Agreements, Sole Risk Agreements and
Technical Service Agreements for petroleum concessions and other extractive industry licencing and
production contracts to the benefit of their clients.
Students shall also acquire the negotiation and drafting skills for the bidding and auctioning of oil, gas and
solid minerals acreages under licencing and concessionary legal frameworks, while taking into cognisance
due diligence and fiscal issues when negotiating such transactions.
Students shall also be exposed to the issues of Ministerial Consent and Back – In Rights under the
Petroleum Act.
b.
CONTACT HOURS (NINE HOURS)
The contact time for this module is nine hours divided into two days of three hours each.
AMP 104: Unitisation, Cross Unitisation, Cross Border and Joint Development Zone Transactions for
Petroleum, Solid Mineral and Electricity Production in Africa: Legal and Tax Issues
a.
AIM
The aim of this module is to acquaint students with legal as well as tax royalty issues pertaining to
petroleum production in cross border, unitised, cross unitised as well as joint development zones
which have been established as a result of straddling oil and gas fields.
The module shall also treat the legal and tax treatment of solid minerals production and electricity
generation from straddling hydro-power generation areas.
b.
CONTACT HOURS (NINE HOURS)
This module shall be delivered in three days i.e. nine hours.
AMP 105: Legal and Tax Issues on Decommissioning, Restoration and Abandonment of Petroleum,
Solid Mineral and Electric Generation Facilities for in Africa, including provisions for Tax Deductibility
a.
AIM
This module shall expose students to the legal issues pertaining to decommissioning, restoration
and abandonment of offshore petroleum and electricity generation facilities as well as the legacy
issues in cases where the licensing and / or operatorship of an acreage has been transferred
without any expressed commitment for decommissioning, restoration or abandonment.
It shall treat the issues of obtaining the approval of the respective Minister(s) and government
departments concerned with decommissioning, restoration and abandonment.
It shall also treat the issues of the setting up of a ring fenced fund in an escrow for the
decommissioning, restoration and abandonment process as well as the desirability for a suiting
fund as well as the ancillary tax treatment and cost issues.
Students shall also be exposed to processes for decommissioning, restoration and abandonment
in matured provinces such as the United Kingdom Continental Shelf.
b.
CONTACT HOURS (TWELVE HOURS)
This module shall be divided into two parts (the first part on decommissioning, restoration and
abandonment of petroleum production facilities shall be delivered on the first two days i.e. first
six hours); while the second part (on decommissioning, restoration and abandonment of electric
generation facilities shall be delivered in the second six hours on the third and fourth days).
AMP 106: Decommissioning, Restoration and Abandonment of Petroleum and Solid Mineral Facilities
for Tax Deductibility: Legal Framework and Fiscal Modeling
a.
AIM
This module shall educate students on the process, economic, costs, tax and legal issues pertaining to the
decommissioning, restoration and abandonment of solid minerals in Africa as well as the ancillary
environmental issues.
b.
CONTACT HOURS (SIX HOURS)
This module shall be delivered in six hours, i.e. two days.
AMP 107: Valuation of Petroleum Reserves in Africa
a.
AIM
This module shall introduce the students to the methodologies for econometrics and forecasting
of asset valuation of reserves of petroleum and solid minerals such as fair market value,
probability and risk as well as risk adjustment in valuing petroleum assets, consideration of the
portfolio approach to assets management, portfolio optimisation techniques, Monte Carlo
simulation techniques, investment decision analysis and simulation techniques.
The essence of the module is to ensure that students acquire the techniques to determine the
potential, probable and proven reserves of petroleum and solid minerals as well as determining
the value-to-loan, Expected Present Value (EPV) and the Net Present Value (NPV) of reserves
in a petroleum or solid mineral acreage with a view to ascertaining its volumetric production
payments prospects while considering the underlying legal issues.
b.
CONTACT HOURS (TWELVE HOURS)
Since this module is divided into two sections, the first section being on the principles and
techniques for determining the reserve base of an oil or solid mineral well, it is earmarked for
two full days i.e. six hours; while the second part, which deals with volumetric production
payments, is for the third and fourth days i.e. another six hours.
AMP 108: Transfer Pricing of Petroleum, Solid Mineral and Electricity Production: Impact on Supply
of Technical Expertise and Services as well as Tax Base Erosion in Africa
a.
AIM
This module shall introduce students to the issues of inter-related, inter-group, subsidiary and
affiliate companies and the Arms-Length Principle generally and as it applies to oil, gas, mining
and electricity companies with worldwide operations and their international staff who are
frequently called upon to role in diverse regions.
This module shall also review the OECD Rules and the UN Rules as it affects transfer pricing as
well as the legal and tax issues that can militate against the operations of robust transfer pricing
rules that can effectively drive petroleum production by multinational petroleum producers and
operators shall also be considered by the students.
b.
CONTACT HOURS (TWELVE HOURS)
This module is divided into two sections.
AMP 109: Tax Treatment of Petroleum Licence Areas during exploration, prospecting, development
and production
a.
AIM
This module shall introduce students to the tax treatment of petroleum licence areas from their
exploration, prospecting, development and production stages.
The module shall specifically introduce the students to the procedure and processes for the
taxability of upstream petroleum joint ventures and production sharing contracts as well as the
issue of ring fencing of petroleum acreages.
The module shall also discuss the processes in several jurisdictions within Africa and how they
vary from country-to-country. Students shall make presentations on the specifications in their
country.
b.
CONTACT HOURS (SIX HOURS)
The module shall be delivered in two classes of three hours each. This shall include the time
used for presentations on country-to-country variations.
AMP 110: Taxation of Hydrocarbon as well as Corporate Entities involved in Petroleum Production;
Petroleum Operations under Concessions, Joint Ventures, Production Sharing Contracts, Sole Risk
Agreements and Petroleum Production in the Deep Offshore, Offshore, Onshore and in Marginal Fields
and the associated allowances, allowable deductions, ring fencing and royalty issues
a.
AIM
This module shall introduce students to emerging regulatory regimes for the distinct taxation of
hydrocarbon as well as the distinct taxation of corporate operations of petroleum producing
companies in Africa.
Hitherto, in some tax regimes in Africa, companies involved in upstream petroleum production
were not expected to be assessed distinctly for company income tax, however, under some
emerging regimes they are statutorily required to pay company income tax. This issue shall be
reviewed under this module.
The module shall also treat the taxation of petroleum operations, by discussing its statutory
meaning under Concessionary, Joint Venture, Production Sharing Contract and Sole Risk legal
regimes.
The module shall also expose students to the tax structure for deep offshore, offshore, onshore
and marginal field production regimes. It shall also treat the tax allowances, allowable tax
deductions and royalty regimes under the above production contract types.
b.
CONTACT HOURS (TWELVE HOURS)
This module shall be delivered in four classes of three hours each.
AMP 111: Gas Flare, Gas Re-injection, Gas - to - Liquid, Liquefied Natural Gas and Gas –to - Power
Projects : Contractual, Regulatory and Tax Issues
a.
AIM
This module shall introduce students to the issue of gas flares and gas related environmental
issues in Africa. It shall further expose students to fiscal incentives for gas re-injection as well as
the contractual issues pertaining to Gas-to-Liquid, Liquefied Natural Gas and Gas-to-Power
projects and the issue of ownership and off-takers of gas as well as the statutory role of the gas
aggregator in several African gas jurisdictions.
b.
CONTACT HOURS (SIX HOURS)
This module shall be delivered in six hours i.e. two days.
AMP 112: Taxation of Solid Minerals Production and the investment incentives, tax allowances,
allowable tax deductions and royalty issues
a.
AIM
The aim of this module is to introduce students to the fiscal regime for the mining and the incentives for
beneficiation of solid minerals in Africa.
The module shall further introduce students to the differential fiscal regimes for mining of strategic
economic minerals as distinct from luxury minerals in certain solid mineral jurisdictions.
The module shall additionally expose students to the investment incentives, tax allowances, allowable tax
deductions and royalty regimes for gas development in comparative African jurisdictions.
b.
CONTACT HOURS (NINE HOURS)
This module shall be delivered in three classes of three hours each.
AMP 113: Taxation of Electricity and the ancillary investment incentives, tax allowances, allowable tax
deductions and royalty issues
a.
AIM
This module shall introduce students to the fiscal regime for electricity generation and distribution in
comparative African regimes and the impact of the fiscal regime on the statutory role of the electricity
aggregator as well as on the tariff for electricity.
The module shall also expose students to investment incentives, fiscal allowances, allowable fiscal
deductions and royalty issues in several jurisdictions in Africa such as South Africa and Ghana.
b.
CONTACT HOURS (SIX HOURS)
This module shall be delivered in six hours i.e. two days.
AMP 114 : Investment Structuring for Petroleum, Mining and Electricity in Africa: Legal and Tax
Framework for Private Equity, Venture Capital, Derivatives, Hedge Funds, Buy-Outs, Carried Interest
Schemes
a.
AIM
This module shall introduce students to investment structuring that can be used for petroleum production,
solid mineral mining and electricity generation in Africa.
The module shall exhaustively treat the legal as well as fiscal regime for the afore-stated investment
structures in South Africa as a best practice for consideration by other African countries.
b.
CONTACT HOURS (NINE HOURS)
In view of the number of investment structures and the need to exhaustively discuss them, with
comparative examples, the module shall be delivered in nine hours i.e. three days.
AMP 115: Farm - In, Farm – Out, Acreage Transfer, Mergers and Acquisitions for Petroleum, Mining
and Electricity Production and its ancillary legal framework for tax allowances, allowable tax deductions
and royalty issues in Africa
a.
AIM
The aim of this module is to introduce students to the legal framework for petroleum production, mining
and electricity projects that require any of the afore-stated contractual financing modes as well as the legacy
issues pertaining to tax and legal title that may arise.
b.
CONTACT HOURS (NINE HOURS)
In order to effectively treat the module, it shall be delivered in nine hours i.e. three days.
AMP 116: Legal Framework for Petroleum, Mining and Electricity Project Finance (Debt Finance
[Loans, Production Sharing, Modified Carry Arrangements], Mezzanine Finance, Corporate Bonds,
Swaps, Securitization, Reserve Based Finance and Sukuk) in Africa.
a.
AIM
This module shall expose students to the above contemporary and alternative structures for the funding
of petroleum production, solid mineral mining and electricity in Africa. It is expected that at the end of
the module, as well as all other modules, students would have acquired the required training in the subject
matter(s).
b.
CONTACT HOURS (NINE HOURS)
In view of the complexities of this module, students shall be taught over a period of nine hours i.e. three
days.
AMP 117: Arbitration of Petroleum, Mining and Electricity Contract Administration: Appraisal of the
UNICITRAL Arbitration Rules, 2010 as well as the New York Convention on the recognition and
Enforcement of Foreign Arbitral Awards vis-à-vis the arbitration legislations in African sample countries
as it pertains to Petroleum and Solid Mineral Mining Production and Electricity Generation as well as the
impact of several national legislations and how Pacta Sunt Servanda may be affected by Rebus Sic
Stantibus in such transactions.
a. AIM
This module will therefore use case law such as the Tullow Case in Uganda, the IPCO and Agip
Arbitrations in Nigeria to address the complex issues raised by investor-state arbitration, and in
particular will address these issues in the context of disputes in the natural resources sector. Over a
quarter of all investor-state arbitrations commenced in 2013 alone arose out of tax disputes related to
oil, gas and mining projects such as in Uganda and Nigeria. With the continued importance of natural
resource exploitation to the wealth of many states, particularly in Africa, and a resurgence of resource
nationalism in parts of the world, it is not unexpected that related disputes with foreign investors
continue to figure prominently in investment treaty arbitration.
b.
CONTACT HOURS (SIX HOURS)
This module shall be delivered in six hours i.e. two days.
AMP 118: Managing Innovation and Transformation in Africa’s Growing Businesses: Legal and Tax
Issues
a. AIM
b. CONTACT HOURS (SIX HOURS)
This module shall be delivered in six hours i.e. two days.
AMP 119: SUPERVISED ESSAY
a. AIM
Each student shall write a supervised essay of a minimum of four thousand, nine hundred (4,900)
and a maximum of five thousand (5,000) words in double line, Times Roman. The word limit shall
include footnotes. The topic of the essay must have been approved before commencement of the
writing by the Registry.
b. CONTACT HOURS (TWELVE HOURS)
c. This module shall entail a cumulative time of twelve hours of students contact with their respective
supervisors.
ADVANCED MANAGEMENT PROGRAMME (AMP)
ON
AFRICA OIL, GAS AND MINING COURSE ON INVESTMENTS,
CONTRACTS ADMINISTRATION, TAX MANAGEMENT AND
ARBITRATION
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Date
Completed student application form must be submitted to the Administrative Officer of the Advanced
Management (AMP) on Africa Oil, Gas and Mining Course on Investments, Contracts Administration,
Tax Management Arbitration not later than one month before the commencement date of preferred
stream.
EVENTS
Previous Events
In September 2010, the Centre for Petroleum and Mineral Law Research conducted the first ever Petroleum
Contracts Administration and Upstream Tax Workshop for Judicial Officers and Lawyers in Nigeria
FACULTY
Ifueko Omoigui – Okauru
Dr. Bayo Adaralegbe
Tunde Aribido
Gbenga Biobaku
Kofo Dosekun
Professor Yinka Omorogbe
Bede Nwete
Dr.Mark Igiehon
Uche Nwokedi, SAN
Theo Emuwa
PARTICIPANTS
Special Representative of Federal Attorney
General and Minister for Justice
Honourable Judges from the Federal High Court
Honourable Judge from the High
Court of the Federal Capital Territory
Honourable Judge from
the High Court of Bayelsa State
Lawyers from the Nigerian National
Petroleum Corporation (NNPC)
Lawyer from Century Energy Limited
Lawyers and investment advisers from Shell Petroleum
Lawyer from First Bank PLC
Officials from Exxon Mobil
Lawyers for Diamond Bank PLC