Petroleum Business Review

Abstract The Islamic Republic of Iran has recently introduced the fourth generation of oil buyback contracts, known as the Iran Petroleum Contracts (IPC). The main objective of these new contracts is to attract foreign investment in the Iranian oil and gas sector. While the IPCs address certain risks associated with the Iranian Petroleum Buyback Contracts from the contractor's perspective, there are still additional concerns for contractors. To gain a comprehensive understanding of the risks associated with these contracts, this study takes a multi-faceted approach. Firstly, it provides an overview of upstream contracts in the oil industry. It then to identify and monitor all contractual and non-contractual risks linked to IPC contracts conducts a combination of qualitative methods (library and documentary research and Delphi method) and quantitative methods (interviews and questionnaires with 50 industry experts and companies involved in buyback, using techniques Fuzzy AHP, and Fuzzy TOPSIS). Through the use of these methods, the study aims to provide investors with valuable insights into the potential risks of the IPCs and assist NIOC in effectively responding to and monitoring these risks, thereby encouraging investment in the development of Iran's oil and gas projects.

Abstract This article examines how capital market instruments, particularly Islamic bonds (sukuk), can finance Iran’s petrochemical value chain through a hybrid Rial–foreign-currency model. The study is motivated by post-sanctions capital-market constraints in Iran, notably currency volatility and limited access to foreign funding, and by a gap in research on multi-currency Islamic financing solutions. It proposes a multi-layer financing structure combining Rial and foreign-currency Ijārah sukuk tranches and applies doctrinal legal analysis to the relevant Sharīʿah contracts and Iranian regulatory framework. To make the quantitative claims transparent, a stylised five-year quarterly model of an export-oriented methanol project is used. Under the illustrative assumptions, the annual weighted average cost of sukuk debt falls from 30.24% in an all-Rial structure to 20.07% in a 50/50 hybrid structure, while mean DSCR increases from 1.28x to 1.45x and the share of periods below 1.0x falls from 37.5% to 25.2%. The hybrid structure may broaden the addressable investor base, but actual implementation remains conditional on sanctions compliance, foreign-exchange approvals, transferability of export proceeds, and settlement arrangements.

Abstract This article examines public liability and administrative accountability for environmental and climate risks and harms in Iran’s oil and gas sector. It explains how recurrent harms, including oil pollution, industrial accidents, and chronic air-quality crises, are intensified by regulatory omissions and fragmented institutional mandates. The study clarifies when governmental bodies and state-owned operators may bear responsibility not only for polluting conduct, but also for failures of prevention, supervision, and timely response. Using doctrinal legal analysis combined with institutional governance analysis, it maps the interaction between constitutional and statutory environmental duties, civil and criminal liability tools, and administrative-law mechanisms for challenging unlawful inaction. The findings suggest that Iran’s framework contains significant formal safeguards, yet accountability is often weakened by overlapping competences, under-enforcement, and evidentiary barriers in proving omission-based causation and attribution. Judicial review of administrative inaction provides an important corrective, but it rarely suffices to internalize environmental costs or deter systematic negligence. Drawing brief comparative insights, the article argues that effective governance requires clearer allocation of duties, enforceable standards of diligence for public authorities, and credible oversight capable of triggering corrective action before harm becomes irreversible. It proposes targeted reforms, notably codifying a “public duty of care,” strengthening coordination and transparency, widening access to remedies against manifest non-performance, and establishing an independent oversight function to reduce blame-shifting and improve compliance. To avoid conceptual overbreadth, the article distinguishes direct oil-and-gas environmental incidents from air-pollution and climate-related harms, using the latter only where they illuminate the common problem of omission-based public accountability.

Abstract The compilation of a list of disqualified entities by NIOC serves as both a supervisory and deterrent mechanism to prevent violations and mitigate legal and financial risks associated with high-risk contracts. This directive has been designed with the objective of enhancing the integrity of the tendering process, ensuring fair competition, enforcing regulations governing public procurement and governmental transactions, and guaranteeing that work is not repeatedly delegated to companies that have demonstrated an unsatisfactory performance history in prior projects. However, an exclusive focus on the legal personality of companies may reduce the deterrent effect, as offending entities may continue their activities under subsidiary or shell companies.
This study proposes the inclusion of the managing director and members of the board of directors—as the key natural persons influencing a company’s decision-making—alongside the legal entity itself in the blacklist of disqualified contractors, presenting this measure as a practical and low-cost approach to enhancing the effectiveness of the disqualification system. Using a descriptive–analytical method, the research reviews the current directive, outlines the legal foundations of managerial accountability, and evaluates both the feasibility and effectiveness of this proposed reform, while also addressing the practical and legal challenges associated with piercing the corporate veil. The findings indicate that extending the disqualification list to relevant individuals can meaningfully strengthen the deterrent function of the existing supervisory mechanism

Abstract Bifurcation constitutes a procedural mechanism in arbitration whereby complex disputes are segmented into separate and distinct issues to be addressed individually over the course of the proceedings. This stratification enables a more organized and methodical approach, commonly by isolating jurisdictional questions from the substantive merits of the case. Through the division of the dispute into discrete phases, bifurcation enhances procedural efficiency, allowing the parties to focus their efforts on pivotal matters while avoiding unnecessary expenditure of time and resources on ancillary issues. As a result, this mechanism often contributes to notable reductions in both the duration and overall cost of the arbitral process.

In determining whether to bifurcate proceedings, arbitral tribunals assess key criteria: the preliminary objection must demonstrate substantive merit, be capable of adjudication independently of the merits, and possess the potential to resolve the dispute conclusively.

The tribunal’s decision to implement this procedural tool ultimately depends on the specific facts and prevailing circumstances of the case.

Abstract One of the main challenges for the regulators of oil contracts in Iran is the financial and taxation system and the auditing procedures of oil contracts. This issue has, even after the Islamic Revolution and until today, always been one of the concerns of oil stakeholders, especially in Iran. Nowadays with the selection of the service contract format as the only approved contractual template in upstream oil operations, oil companies, acting as contractors, carry out the investment in oil operations and, if the contractual objectives are achieved, are entitled not only to the reimbursement of costs but also to receive fees. Based on the principle of “no profit, no loss” and in order to prevent the contractor from unjustly benefiting by overstating incurred expenses, the parties classify the costs and, using accounting and auditing principles, stipulate the definitions, instances, and calculations methods of the costs, and so forth. Given Iran’s growing need to conclude Joint Operating Agreements (JOAs) aimed at facilitating technology transfer through enhanced reservoir recovery by assigning operational responsibilities to an Iranian operating company while maintaining the contractor’s overall responsibility it is essential to revise and adapt Iran’s accounting and auditing procedures to align with the specific requirements of such agreements. In this regard, the model accounting procedures published by international petroleum associations can serve as effective and practical benchmarks for reform.

Abstract Iran’s latest risk service contract, known as the Iran Petroleum Contract (IPC), has been introduced to the international upstream market with the aim of attracting foreign investment in the country’s oil and gas sector. Several terms and conditions distinguish the IPC from the previous Iranian upstream oil and gas contract, the buyback contract. The objective of this investigation is to examine the legal implications of signing contracts in Iran, as well as the contractual terms and conditions of a signed contract in the Cheshmeh Khosh field. This study offers valuable insights into the potential hazards of the IPCs from the perspective of the National Iranian Oil Company (NIOC) by providing realistic information about the IPC and utilizing qualitative methods such as library and documentary research. Moreover, it is designed to assist the NIOC in effectively responding to and monitoring these risks, thereby promoting investment in the development of Iran’s oil and gas initiatives and protecting the national interest of Iran.

Abstract Abstract

By regulating the general policies of Article 44 of the Constitution law, downstream oil and gas industries were handed over to the private sector. Bunkering industry or supplying fuel to the ships is identified as one of the downstream industries of oil and gas. Despite having opportunities, such as abundant sources of high-quality fuel, Iran has not been able to play a key role in bunkering industry in the Persian Gulf. Notwithstanding the emphasis of the laws on supporting the private sector, many of the policies have problems in implementation. Expanding the activity of the private sector by analyzing the necessity of creating an independent regulatory body, that will follow single governance at the same time as removing government monopolies is the main goal of this research. The findings of the research show that the bunkering value chain is still under the control of the government, and regulation in the bunkering industry should be done with an integrated and supportive approach with the participation of organizations related to this industry and private sector activists.

Abstract It is imperative to acknowledge the ongoing significance of oil and gas in the global economy, despite the global initiative to transition to renewable energy sources such as wind, solar, and geothermal power, which are more environmentally friendly and cost-effective. Following the lifting of sanctions by the United Nations and the European Union, Iran is actively pursuing capital, funding, advanced technologies, and expertise from both domestic and international sources to develop their oil and gas fields. The buyback upstream oil and gas contract, which is implemented in Iran, is an unattractive contract for contractors due to its substantial risks. Analyzing the primary risky events associated with buy back contracts is the primary objective of this study, as it has rendered this contract unappealing to contractors. In order to identify and monitor all contractual and non-contractual risks associated with buy back contracts, a combination of qualitative and quantitative methodologies is implemented. The main objective of the study is to offer investors valuable insights into the potential risks associated with upstream oil and gas buy back contracts and to aid the National Iranian Oil Company (NIOC) in effectively responding to and monitoring these risks.

Abstract The legal regime of oil and gas in Iran, started with concession contracts, has evolved from partnership contracts to service agreements during its transformation. In all types of these contracts, there has been efforts to preserve national interests, through the insertion of various contractual provisions and elements. Approving the first oil law in Iran (oil Act 1957), some of these elements entered into the law and became binding. Gradually, with reforming of oil laws in different periods, these elements, have also been changed in the law. This paper is discussing how to apply and evolve these elements in Iran's oil contracts and laws, as well as determining the role of these elements in the development of Iran's oil and gas legal system. The results show two different periods. Adopting of oil Acts of 1957 and 1974 in the first period, legislative developments moved towards the completion and creation of a coherent and targeted legal regime. In the second period, after the Islamic Revolution of Iran, there was no unified approach to formulating a comprehensive oil law in the oil Acts of 1987 and 2011, and the oil Acts in this period are very brief and concise, so that most of the issues related to the oil in the oil industry, remained silent in these Acts and dealt with in other Acts other than the oil Acts. In this period, oil contracts played a more prominent role in the development of oil rights than the law, and the issues that remain silent in the oil Act, are mentioned in oil contracts of this period. Therefore, the role of law in the first period and the role of contract in the second period have been more prominent in the development of Iran oil and gas law.

Abstract Energy is a strategic commodity and ensuring its stable supply is considered an important issue for governments. Oil and gas, as the two main sources of energy, have played a serious role in the world's energy supply in the last century, and statistics show that these sources, especially gas, will continue to play a serious role in the world economy in the next few decades (History). Meanwhile, general energy policies can be examined as one of the extracts of Imam Khamenei's political-economic thought and the challenges and opportunities (issue). The main question of the article is: What is the place of general energy policies in the political-economic thought of Imam Khamenei and why did some address it? For this purpose, descriptive-analytical method and reference to related documents have been used (method). The result is that from this point of view, Imam Khamenei was able to intelligently guide different managers and governments towards using the general policies in order to manage and rebuild the country's economy in a way that is not influenced by foreign impulses. However, in this framework, the country has also faced some problems (result).

Abstract According to the form-out agreement the investor of the international petroleum agreement “farmor”, during the implementation of the project and due to various reasons such as lack of finance resources and/or incapability of contract performance, assigns provision of required investments for the purpose of performing an upstream oil project and/or certain operations (well drilling) under the upstream contract to other entities “farmee”, and generally in case of fulfillment of the aforementioned affairs by the farmee, the farmor transfers to the farmee a percentage of its participating interest in the international petroleum agreement upon permission from the host country. In line with this, through evaluating the upstream contracts in Iran, as well as the necessities for attracting investments for the purpose of performing such contracts, it is possible to find out the importance of clause concerning the assignment of contract in order for creating required legal instruments for entering into the farm-out agreement in accordance with the rules and regulations. So that through concluding farm-out agreement between the present and the potential investors, prevent emerging difficulties arising out of mere assignment of the contract to the potential investors during the implementation of upstream contracts.

Abstract Host countries invite international oil companies (IOCs) to conduct petroleum operations because the industry is naturally high cost, high risk and long term. Most governments don’t wish to risk its own capital and are better off avoiding the significant costs, risks and uncertainties associated with petroleum operations. In business relationships in the oil industry, IOCs enjoy high degree of technologies, skills and enough capitals often not available to the host countries and they are better poisoned to implement operations and take the risks if their policies are great achieved. IOCs follow their own policies and seek to obtain the most commercial and legal advantages such as reserve booking, high percentage of rate of return, assignment of their contractual rights and obligations, independent governing laws and dispute settlement and good governance on the project structure. The main objective of this article is to enumerate the key golden rules which IOCs are looking for in their business with the host countries or the NOCs and we are going to figure out to what extent IOC’s rules are satisfied in Iran's service contracts (buy-back and IPC).

According to our findings, although new Iran’s Petroleum Contract so-called IPC improves the buy-back’s terms and structure, for example, the remuneration for production is now on a per barrel basis, there are numerous weaknesses and other features that put IPC and buy-backs, as the risk service contracts, into the last IOC’s preference among other contractual regimes in the world.

Abstract Considering the long-term nature of oil and gas contracts, managing the relationship between the parties to the contract is fundamentally important. In upstream oil contracts, according to the level of supervision and control of the host state over the petroleum project, the level of communication is variable. In risk service contracts due to extensive supervision, there should be a lot of interaction and cooperation between the parties. This study examines Kuwait's model of technical assistance services contracts. It concludes that, due to its improved cooperative structure, this format of service contracts is more compatible with current conditions in Iran's oil fields, such as southern Pars. These fields are operated by Iranian oil companies, but need more technology to function properly. In this article, it is discussed how Technical Assistance Contracts (TACs) can generate an efficient solution for the issue at hand. The methodology is based on describing and analyzing Kuwait’s TAC.

Abstract the formation of the current legal system is a function and is influenced by a basic element called time. An element that influences not only the formation of the legal system, but also its evolution.so, the legal system in the Iranian oil industry began with a contract and not with the legislation of a law. In relation to the term "contractual framework", it seems necessary to explain that the contractual framework refers to the criteria which give the contracts such a feature that it distinguishes that contract and similar contracts from other contracts concluded in that field. What were these contracts? How did they form the legal system of the Iranian oil industry? What has been their impact on technology transfer in the oil industry? These are some of the questions that will be addressed in this work. Disappointment with the framework of previous agreements (concession agreements), along with socio-political contexts such as the nationalization of the oil industry, led to a re-examination of this industry's contract frameworks in the light of past experiences, better future benefits and national independence and sovereignty. But how successful it was, that is another matter. Because the oil companies did not simply want to transfer the maximum benefits to the countries with oil resources, and used the dependence of those countries to their industry as a tactic against this trend as much as possible. Therefore, the structure of contracts governing the oil industry should be considered as a result of this conflict of interests.

Abstract Oil and gas industry play a crucial role in the developed and developing countries’ financial and economic development. Resource rich countries are extremely dependent on oil companies for the extraction of petroleum resources. Governments decide which company has the right to extract the petroleum. However,

according to the principle of permanent sovereignty over the natural resources, awarding the right to petroleum resources shall be exercised in the exclusive right of the people. Safeguarding the people’ right, governments are required to design both regulatory institutions and governance for develop, enforce and review of awarding regulations. For this reason, the present article analyzes the regulatory authority of petroleum right awarding in Iran. By reviewing the existing laws and regulations we conclude that the current status is chaotic and intricate due to the multiplicity in awarding regulators and inadequate governance. It is recommended to establish an awarding regulator based on the principles of regulatory excellence.

Abstract Iran's Ministry of Petroleum due to empowerment of Iranian companies for executing local mega projects, regional and international markets penetration and upgrading national technology in petroleum upstream industry, predicted a competent Iranian partner called Exploration and Production (E&P) companies, for cooperating with the International Oil Company (IOC) in Article Four of the Cabinet Approval. Now considering the absence of IOCs, it seems that the capacity of other oil contract models to be used by Iranian oil companies should be examined. The purpose of this paper is to investigate the feasibility of Concession agreements’ execution, by an E&P company in Iran’s upstream industry. The research method is descriptive and analytical and governing laws of Iran are reviewed in this study. Since the host government makes the final decision on the conduct of oil operations, it cannot be described as domination of oil resources, and therefore does not seriously contradict the Iran’s Constitution. Furthermore, E&P companies will not be subject to Article 81 of the Constitution. In the Oil Laws, the only restriction on the inflow of foreign capital in the upstream industry of Iran has been observed, which again does not apply to E&P companies. In the Laws of the Five-Year Plans, this restriction of oil laws has been adjusted too much in which it seems that the restriction has also been removed for IOCs. Finally, the investigation shows that there are no major legal barriers in applying Concession agreement in case that the operator is an Iranian E&P company.

Abstract The present article aims to argue indirect expropriation in international petroleum agreements and analyze the response of international arbitrations. In particular, international arbitral awards by the Iran–US claims tribunal, the Yukos case as an energy charter treaty arbitration, and certain North American Free Trade Agreement cases have been examined. The recent trend shows that taking foreign investors’ property may occur not only through legislation or nationalization but also by indirect methods that can have the same effect as direct expropriation. Indirect expropriation does not necessarily require the transfer of legal title from the international oil company to the host state. Hence, it is difficult to distinguish between legitimate regulation and measures that are tantamount to expropriation with the payment of compensation. Identifying an indirect expropriation is complex and depends upon the examination of the legitimate expectations of the investor concerning the enjoyment of its investment. Host governments may employ different methods to achieve what amounts to direct taking, but without acknowledging it as such, to avoid legal consequences of expropriation and then payment of compensation

Abstract Oil and gas projects are very complicated, and various risks are included in oil and gas projects and contracts. Different aspects of risks can be addressed in a risk management process in which assessment, efficient distribution, and allocation of contractual risks are critical. Many researchers have studied project risk management in oil and gas industries, focusing on legal and contractual risks aiming to reach an optimal risk distribution, which does not necessarily mean having a complete contract. This work thoroughly studies the related research and performs a complete review of different downstream petrochemical projects contracts to review contractual risk allocation in usance finance contracts. Concentration on used risk management mechanisms in both cases and related risks shows severe issues and bugs in both contracts. Some contractual risks are not addressed, and the case contracts are not balanced regarding contractual risks distribution

Abstract Understanding the interplay between intellectual property (IP) rights and competition law in the context of technology transfer in the Iranian oil industry is a point this work discusses. While intellectual property rights enjoy a historical record and appropriate rules in this regard, the competition rights in Iran are taking their initial steps. This imbalance stems from forming the legal system of oil in Iran based on contractual frameworks over time. The nagging problem to elaborate in this article is that technology transfer can be expected to occur when legal organizations concerning the relevant industries have already defined the type and purpose of technology transfer. Moreover, the general targeting in the upstream laws alone cannot meet the legal requirements for appropriate technology transfer. Therefore, when even one of the mentioned factors does not exist, one cannot expect constructive interaction in the above-mentioned legal systems.

Abstract The present article aims to examine the risk of host governments’ interference with the property of foreign investors (expropriation) in the petroleum industry. Host states have the police power to make regulatory changes. The “police power” is defined as the inherent and plenary power of a sovereign to make all laws necessary and proper to preserve public security, order, health, morality, and justice. It is a fundamental power essential to government, and it cannot be surrendered by the legislature or irrevocably transferred away from government. The government can interfere with the contract, change the terms, or directly take the investment. This is why international petroleum disputes and arbitration practices have addressed such risk. For this purpose, the concept of property and compensable property rights under international law are significant. Indeed, expropriation conveys a deprivation of a property owner of this property. This paper assesses the concept of expropriation, the international legal requirements for a lawful expropriation, and then analyzes the relevant international arbitral awards in petroleum jurisprudence.  

Abstract Converting unused offshore oil and gas installations into artificial reefs as one of the alternative methods of decommissioning, is used in many coastal states across the globe for the purposes of coastal management, enhancement and attraction of living marine resources, protection and preservation goals. Despite the positive impacts of artificial reefs, there are also potential negative impacts which require adequate maintenance of assets as well as, continuing monitoring and supervising. Although a lot of countries have comprehensive regulation on artificial reefs, many nations have blanket regulation requiring obsolete structures to be removed, yet it can bring about enormous environmental, socio-economic benefits. The sensitivity of deployment of structures as artificial reefs induced international and regional conventions to intervene and regulate the matter. The aim of this paper is to compare the most important international and regional conventions and critically compare and analysis them with the current Iran’s national laws and regulations. Iran is one of the biggest oil and gas producers and have a huge number of offshore installations which will require decommissioning in the coming years. Therefore, comprehensive national regulation should be enacted on decommissioning and also the possibility of creation artificial reefs. The authors seek out to evaluate the existing legislation in order to assess the potential capacity of Iran’s seas for converting the installations into artificial reefs.

Abstract This article in its introductory part will be devoted to conceptual clarifications of decommissioning and abandonment and (differences, if any). Part two, is the critical analysis of legislations on decommissioning in Nigeria. Part three is also a critical analysis on legal regimes and practices on decommissioning in other jurisdictions such as USA, UK, South Africa. Part Four is a comparative analysis of legislations and decommissioning practices in Nigeria and another jurisdiction. Part Five Consists of findings/observations made during the research. In the end, recommendations and conclusions are drawn, part of which is a call for proactive actions by megacorporation and the Nigerian government in the sphere of timeous decommissioning of obsolete and failed platforms, enactment and, or, review of obsolete legislations regulating decommissioning as well as fulfillment of obligations under multi-lateral environmental treaties that regulate decommissioning and sustainable environmental management and protection. A comprehensive legal framework on decommissioning is urgently required to be enacted to detonate the time bomb on which the region is still sitting due to the fact that the 170 platforms are nearing their useful lifetime.

Abstract Natural gas infrastructure is growing and global LNG volumes are set to expand substantially. This results in more trade between different regions of the world and emergence of a more competitive and relatively more integrated global gas market. In addition, several key markets are currently undergoing structural reform with the aim of opening them to competition. In line with these changes in the global market, gas pricing methods also need to be adapted. This paper discusses the challenges of natural gas pricing and price review in this new market environment. Firstly, the current structure of the global and regional gas markets is analyzed. Secondly, challenges in natural gas pricing and price review are discussed, and in this context oil-indexation and hub-indexation are analyzed in detail. Thirdly, the recommended framework for pricing and price review in the more competitive global market are presented. The pricing mechanism and price review framework should be tailored to the characteristics of the gas market and the stages of growth and maturity of the market.

Abstract Economic sanctions imposed on heterogeneous states have played an important role as a tool of pressure in recent decades. Considering that most states nonconforming with the US are important players on the energy market, large part of this country’s sanctions policies has focused on the energy sector. With the evolution of the US shale oil industry, using energy as a tool of sanctions against target countries has received increasing attention by the US presidents in recent years. The US is using the geopolitical shift as an international strategy to compete with other powers in the energy sector such as Iran, Venezuela, and Russia. The US aims to use its energy embargo policy to curtail the influence of these players on the energy market and prevent their anti-American policies by fermenting economic crises within these countries. The question arises as to the extent of the effectiveness and sustainability of this US foreign policy strategy in a transitional international order. The article hypothesis is that due to inefficient unconventional resources in terms of market crisis, the rise of counter-hegemonic coalitions, and geopolitical tensions in regions such as the Middle East, one cannot be too optimistic about the sustainability of this situation. The authors of the article will endeavor to explain the above hypothesis within the framework of the hegemony theory and by using the trend-analysis technique while addressing the driving forces.