Upstream article, page-28

The below is from Hotazel post 20308769
I hope that you don't mind me copy and pasting it Hot.

So much depends on the format JOA model agreement that had been used (if at all). The Hunt Oil JOA (which was drafted in French and of which I have no translation), is in a format that does not appear to correspond with the 2002 model agreement... I think it preceded the 2002 model agreement, even though the Hunt Oil agreement was executed in 2005 (from memory). They (the HuntOil agrm and the 2002 Model may well contain similar provisions with similar objective.. not sure)
Any event, just referencing on the 2002 Model agreement, it is interesting to note that remaining participant in the JV are prohibited to purchase an entity (in this case the COP BV) and are only allowed to buy the actual participating interest (which could be one of many assets in the entity) out of the entity. So, in that sense, I don't see a problem if Change of Control occurred ( as has now happened between COP and WPL) because, if PE is now afforded to FAR, then FAR would simply go ahead and purchase the 35% interest from the entity and WPL sits with the rest. So I believe the contract will still allow PE of the 35% interest even though Change of Control took place.

FAR can only PE the "asset".

The following is from Hot's post 20304092 but attributed to HKP.

Deals with Govt approval and FAR's PE dispute.

In FAR's favour however is that the PSC and JOA are not inter-dependant on each other but rather contractually cover two very separate issues and are totally independent contracts. As such I believe the arbitrator/s (there could be a single arbitrator or three) will be asked to rule only the JOA and in particular the clauses pertaining to pre-emption and the documents that are required to be submitted to the fellow JV members to enable them to pre-empt. Of more concern to me is whether the arbitrators will take a literal view (which I believe is the view of both COP and WPL) or a purposive view however I have researched it and it appears that the Europeans are also taking the purposive view in commercial contract law so my fingers are crossed that FAR will come out on top.

If the COP/WPL legal team try to be cute and do raise the fact that the Govern has already approved the deal I am very sure the FAR legal team will be very quick to point out that the Govern only had to consider the PSC and in particular the financial and technical competency of Woodside and possibly wouldn't even know what requirements for the submittal of documents for the purpose of pre-emption as required within the JOA are (in fact the govern could claim that, as they have nothing to do with the operation of the JV, they have no knowledge of the JOA legal requirements at all!!!).

And Hot's post 20310734

As background ...Article 12.3(C) of the 2002 Model JOA deals with "Change in Control" event ( as we have here.. Change of Control of the COP BV)

Now, let's leave aside the issues of "non-compliance" with proper notice under the JOA ( which FAR asserts) for the moment... and let's just think about the "completion" event that was announced over the weekend. In this respect Clause 12.3(C)(3) specifically states the following (I'm copying verbatim):
...." No Party may acquire the acquired Party's Participating Interest pursuant to this Article 12.3(C) unless and until completion of the Change in Control. If for any reason the Change in Control agreement terminates without completion, the other Parties' rights to acquire the Participating Interest subject to he proposed Change in Control shall also terminate."

Note: "Party"/"Parties" refer to the remaining parties in the JV (COP, Petrosen, FAR)

Is this the masterstroke by FAR.. keeping its silence... not stirring sleeping dogs ...so as to allow that this pre-condition stipulated in this clause (to be able to exercise PE ) first be met???
Food for thought!!
Big question... does these provisions exist in the operative JOA??  If not, then maybe FAR still needed this "completion" to first play out so that, if purposive interp is given to the current operative JOA, this criterium (i.e. completion of Change in Control must first take place) would have been met and the Parties rights can not be lost/fall away as the Change in Control agreement can now not be "unwound" by either COP or WPL.

We don't know what is in the JOA.
No doubt in my mind COP/WPL are trying to be cute.
I believe that they won't get away with it in a French court especially if TOTAL is behind FAR.

As for the comment in the Upstream article regarding the Govt supporting WPl, just looks made up and wishful thinking to me.