Selected Issues in Complex Commercial Transactions: A Case Study of an Oil and Gas Asset Sale

• Semester: Spring 2025
• Course ID: 296V
• Credit Hours: 2
• Unique: 29340

Description

This course is intended for students in their third years at the School of Law.  Although not a requirement to register for the course, it would be ideal for students taking the course to have completed the basic Oil and Gas Law course.  Students taking the course will also likely find it helpful to have completed the Business Associations and Federal Income Taxation courses.   

This course will offer students detailed practical exposure to the manner in which complex acquisition and disposition (“A&D”) transactions are structured, documented, and consummated.  Since the instructor’s practice has focused, for more than 45 years, on energy-related transactions, the template transaction for the course will be the sale of a substantial package of upstream oil and gas assets.  During the 14 class sessions, we will cover a diverse array of topics, including: (a) basic contract drafting principles; (b) transaction structuring; (c) the structure and content of common agreements preliminary to the sale transaction, such as confidentiality agreements and letters of intent; and (d)  a deeper dive into various aspects of the asset purchase and sale agreement (“PSA”), including (i) identifying and describing the assets to be sold, (ii) determining and adjusting the purchase price, (iii) the obligations ordinarily assumed by the buyer and those retained by the seller, (iv) common representations and warranties, (v) the different types of fraud and how parties try to insulate themselves from resulting liability, (vi) termination of the PSA for failure to satisfy the conditions precedent, (vii) post-closing indemnity obligations, and (viii) categories of damages and proper structuring of damages limitations provisions.