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Upstream oil and gas concessions, downstream offtake agreements, renewables PPA structuring, LNG sale and purchase, energy project finance, and regulatory licensing across GCC and France.
No other industry signs contracts that must perform through as many commodity cycles, geopolitical shifts, and regulatory changes as the energy sector — and no other industry pays a higher price for contracts that were not engineered to do so..
A 25-year PPA signed when oil was at $40 per barrel, inflation was at 2%, and the regulatory framework was stable is not the same contract when any of those conditions change. The clause that either allows the project to survive the change or condemns it to renegotiation from a position of weakness was drafted in an afternoon — and it will determine the outcome for a generation.
Energy transactions are uniquely long-duration. The commercial negotiation may take months, the legal documentation weeks — but the contracts must perform through commodity cycles, geopolitical shifts, technology transitions, and regulatory changes that no party can predict at the time of signing. The provisions that matter most — change-in-law, force majeure, price indexation, take-or-pay, decommissioning allocation — are the ones that receive the least attention during the period of maximum commercial enthusiasm. When those provisions are tested, the legal quality of the drafting determines whether the project survives.
Saudi Aramco's IKTVA (In-Kingdom Total Value Add) programme scoring methodology changed in 2023 — companies that scored adequately under the previous framework may no longer qualify for Aramco contract eligibility, and the new methodology places greater weight on Saudi workforce development and technology transfer than on procurement spend alone.
UAE Federal Law No. 32 of 2021 on Commercial Companies requires that renewable energy SPVs registered onshore comply with the 51% UAE national ownership requirement unless established in a free zone or DIFC — a licensing constraint that many foreign independent power producers overlook when structuring their bid vehicles for EWEC or DEWA solar tenders.
The French Energy Code (Code de l'énergie) underwent significant reform in 2024 — the capacity mechanism, the ARENH (Accès Régulé à l'Électricité Nucléaire Historique) provisions, and the CRE (Commission de Régulation de l'Énergie) tariff-setting process have all been restructured, materially changing the regulatory landscape for renewable energy developers operating in France.
Fixed-price PPAs that were bankable in a 3% inflation environment create offtaker default risk in a 7% inflation environment — the hardship provisions in most standard PPAs were drafted for stable macro conditions and are inadequate for the market volatility that has persisted since 2022.
Carbon credit trading under Article 6 of the Paris Agreement is creating new bilateral transaction structures between GCC states and compliance-market buyers — but the enforceability and ownership of Article 6 credits is still being litigated, and existing legal frameworks do not clearly address cross-border credit transfer mechanisms.
Destination restrictions, diversion rights, and take-or-pay provisions in long-term LNG sale and purchase agreements have been the subject of force majeure disputes in multiple jurisdictions following the 2022 European energy crisis — the resulting case law has created significant precedent uncertainty for both buyers and sellers under existing LNG SPAs.
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The challenges you face
Every day we hear these concerns from CEOs, CFOs and general counsel across the GCC and Europe. If any of these sound familiar, you're not alone — and we can help.
A renewables developer signed a 25-year power purchase agreement with a GCC sovereign offtaker. The PPA was structured around a fixed feed-in tariff that was guaranteed at financial close. The energy regulator subsequently changed the feed-in tariff structure — reducing the guaranteed price by 22%. The PPA does not contain a change-in-law provision that covers regulatory changes to the tariff regime. The developer's revenue model for the remaining 20 years of the project is materially impaired, and there is no contractual mechanism to trigger price adjustment or termination compensation.
Project IRR collapses below the debt service coverage ratio covenants in the project finance facility, triggering lender step-in rights. The developer cannot service debt and faces acceleration of the facility. The asset is worth a fraction of the equity invested. Political risk insurance does not cover regulatory tariff changes that fall short of expropriation. The developer's only option is to negotiate from a position of zero contractual leverage.
An upstream oil and gas company signed a concession agreement for an exploration block in a GCC jurisdiction. The company assumed that the concession agreement constituted all necessary government approvals. It did not. The environmental impact assessment requires approval from a separate environmental authority. Community consultation must be completed before the EIA is approved. MISA licensing for the SPV must be obtained before the community consultation can commence. These approvals must be obtained sequentially — not in parallel — and the total timeline is 18 months longer than the development schedule assumed.
The concession agreement's work programme contains drilling milestones that the company cannot meet because it does not yet have the regulatory approvals to commence operations. The failure to meet the milestone triggers the host government's right to terminate the concession. The company has invested in seismic studies, mobilised equipment, and hired staff — all of which are sunk costs. The force majeure clause in the concession agreement does not cover the company's own failure to obtain regulatory approvals.
An energy project company engaged an EPC contractor to build a 500MW solar installation under a fixed-price, lump-sum turnkey EPC contract. The EPC contract defines completion as 'mechanical completion' — the point at which the plant is physically constructed and capable of generating electricity. The PPA with the government offtaker defines completion as 'commercial operation date' (COD) — the point at which the plant has passed performance tests, achieved guaranteed output levels, and been accepted by the offtaker's independent engineer. The gap between mechanical completion and COD is 45 days. During those 45 days, the PPA's delay liquidated damages are running because COD has not been achieved, but the EPC contractor has achieved its contractual completion milestone and is no longer liable for delay.
The developer is paying PPA delay liquidated damages of $150,000 per day for 45 days — a total of $6.75 million — that were never priced into the EPC contract and cannot be recovered from the EPC contractor. The project finance lender's completion test cannot be satisfied until COD is achieved, meaning debt drawdown for the final milestone payment is delayed. The developer is funding the gap from equity reserves that were not budgeted for this exposure.
An LNG buyer experienced a disruption to its regasification terminal due to a force majeure event. The buyer notified the seller of the force majeure 12 days after the triggering event. The LNG sale and purchase agreement requires force majeure notification within 5 calendar days of the occurrence of the triggering event. The seller rejects the force majeure declaration on the basis that the notification was out of time. The seller is now pursuing full take-or-pay compensation for the volumes the buyer did not lift during the force majeure period.
The buyer owes take-or-pay compensation for 4 LNG cargo deliveries it did not lift — approximately $120 million at current spot prices. The buyer's force majeure defence is procedurally invalid regardless of the legitimacy of the underlying event. The SPA's dispute resolution clause refers to ICC arbitration with a seat in Paris. The arbitral tribunal will apply the SPA's terms strictly — notification deadlines in LNG SPAs are treated as conditions precedent, not procedural formalities.
A French renewable energy company sold its operational wind farm portfolio — three wind farms totalling 120MW — to an infrastructure fund. The acquisition was structured as a share transfer of the SPVs that held the wind farm assets. Each SPV held a CRE-approved feed-in tariff contract (complément de rémunération). The seller did not obtain CRE consent to transfer the subsidy contracts before completing the share transfer. The CRE takes the position that the change of control of the SPV constitutes a transfer of the subsidy contract, requiring prior approval. Without CRE approval, the subsidy contracts are void.
The buyer acquires wind farms that generate electricity but cannot access the subsidies that make them economically viable. The feed-in tariff revenue represents 60% of each project's total revenue. The acquisition price was calculated on the basis of subsidised revenue — without the subsidies, the buyer overpaid by approximately €45 million. The SPA's representations and warranties covered regulatory compliance but did not specifically address CRE consent. The buyer is filing a claim against the seller for breach of warranty. The deal is in post-closing arbitration.
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Concession agreements, production sharing contracts, joint operating agreements, farmout agreements, unitisation agreements, royalty structures, and environmental compliance. We advise international oil companies and national oil companies on the structuring and negotiation of upstream arrangements across ADNOC partnership structures, Saudi Aramco service contracts, and the regulatory frameworks governing exploration and production in GCC jurisdictions.
Power purchase agreement structuring for solar PV, wind, and concentrated solar power projects under REPDO (Saudi Arabia), EWEC (Abu Dhabi), and DEWA (Dubai) procurement frameworks. Project finance structuring, BOOT/BOO structures, grid connection agreements, carbon credit transactions under Article 6 of the Paris Agreement, and the regulatory licensing that governs renewable energy development across GCC and France. We structure PPAs that satisfy lender bankability requirements — deemed generation, curtailment compensation, change-in-law protection, and creditworthy offtaker assessment.
Offtake agreements, pipeline access and transportation agreements, refinery processing agreements, and LNG sale and purchase agreements. We advise on the structuring and negotiation of long-term LNG SPAs — including destination restrictions, diversion rights, take-or-pay provisions, force majeure notification requirements, and price review mechanisms — for both buyers and sellers in GCC and European markets.
Regulatory licensing and compliance across multiple energy authorities: MISA (Saudi Arabia) for energy sector investment licensing, CRE (Commission de Régulation de l'Énergie, France) for tariff approvals and subsidy contract transfers, the UAE Regulatory Authority for Energy, and emirate-level authorities including EWEC and DEWA. We advise on environmental impact assessment procedures, IKTVA and ICV local content compliance, and the regulatory approval chains that must be mapped before any energy project can commence operations.
Force majeure disputes in energy contracts, take-or-pay enforcement and defence, production shortfall claims, PPA termination disputes, concession revocation proceedings, EPC delay and disruption claims on energy installations, and JOA deadlock resolution. We represent energy companies in ICC, DIAC, and LCIA arbitrations where the quantum runs into hundreds of millions of dollars and the technical complexity requires coordination with production engineers, quantum experts, and delay analysts.
IKTVA (In-Kingdom Total Value Add) is Saudi Aramco's local content programme that measures the percentage of a contractor's total spending — goods, services, and workforce — that is sourced within Saudi Arabia. Aramco requires contractors to achieve minimum IKTVA scores to qualify for contract eligibility. The scoring methodology changed in 2023, placing greater weight on Saudi workforce development and technology transfer rather than pure procurement spend. Companies that scored adequately under the previous methodology may no longer qualify. The target is 70% IKTVA by 2027. Companies that fail to meet the threshold are excluded from bidding entirely — not penalised on scoring, but excluded. GSDA advises energy contractors on IKTVA compliance strategies, including joint venture structuring with Saudi partners, workforce Saudisation plans, and procurement restructuring to maximise IKTVA scores without compromising operational capability.
A change-in-law clause in a GCC solar PPA must cover at minimum: (1) changes to the feed-in tariff or subsidy structure by the energy regulator, (2) changes to tax law — including the introduction of new taxes such as UAE Corporate Income Tax, which was introduced in 2023 and was not contemplated in PPAs signed before that date, (3) changes to environmental or emissions regulation that increase operating costs, (4) changes to grid code or connection requirements, and (5) changes to land use or zoning that affect the project site. The clause should specify the economic test — whether any change in law that increases costs above a materiality threshold triggers a tariff adjustment, compensation, or termination right. It should also specify whether the change-in-law must be 'discriminatory' (targeted at the project) or whether general legislative changes are also covered. Most GCC procurers resist broad change-in-law protection — GSDA negotiates clauses that protect the developer's bankability while remaining acceptable to sovereign offtakers.
It depends entirely on the SPA's force majeure definition and the notification procedure. Most LNG SPAs use narrow force majeure definitions that require physical impossibility of performance — not economic hardship or commercial impracticability. If the buyer's regasification terminal is physically damaged, that is likely force majeure. If shipping costs have tripled due to regional tensions but the gas is physically available, that is likely hardship — not force majeure — and most LNG SPAs do not contain hardship provisions. Critically, LNG SPAs impose strict notification deadlines — typically 3 to 7 days from the triggering event. A buyer that misses the notification deadline loses the force majeure defence regardless of the legitimacy of the underlying event. The notification must be in writing, must describe the event and its impact on performance, and must estimate the duration. GSDA advises both LNG buyers and sellers on force majeure strategy, notification compliance, and the distinction between force majeure and hardship under the SPA's governing law.
Article 6 of the Paris Agreement creates two mechanisms for international carbon credit trading: Article 6.2 (bilateral agreements between countries for Internationally Transferred Mitigation Outcomes, or ITMOs) and Article 6.4 (a centralised crediting mechanism supervised by the Article 6.4 Supervisory Body, replacing the CDM). For GCC energy companies, the critical legal issues are: (1) ownership — who holds legal title to the carbon credits, the project developer or the host country, (2) corresponding adjustments — the host country must adjust its national emissions inventory when credits are transferred, creating a sovereign consent requirement, (3) double counting — credits cannot be counted toward both the seller's and buyer's national targets, (4) permanence and reversal — credits from certain project types (forestry, CCS) face reversal risk that must be contractually addressed, and (5) cross-border enforceability — there is no international court with jurisdiction over Article 6 disputes. GSDA advises on the structuring of carbon credit transactions, bilateral agreement negotiation, and the contractual frameworks needed to manage the legal risks of a market that is still crystallising.
Foreign companies developing renewable energy projects in France must comply with: (1) CRE (Commission de Régulation de l'Énergie) — all projects receiving subsidies through the complément de rémunération (feed-in premium) or obligation d'achat (feed-in tariff) must obtain CRE approval, and any change of control of the project SPV requires prior CRE consent, (2) environmental authorisation — the ICPE (Installation Classée pour la Protection de l'Environnement) regime governs wind farms exceeding certain thresholds, requiring prefectural authorisation that includes environmental impact assessment, public inquiry, and Species Protection Derogation where applicable, (3) building permits and urban planning — local PLU (Plan Local d'Urbanisme) compliance, (4) grid connection — RTE (transmission) or Enedis (distribution) connection agreements, and (5) foreign investment screening — the French Trésor may review acquisitions of French energy assets by non-EU investors under the foreign investment control regime (Article L151-3 of the Monetary and Financial Code). The 2024 energy law reforms changed several of these requirements. GSDA advises foreign IPPs on the full regulatory pathway for French renewable energy development.
GSDA understood that our PPA, our EPC contract, and our project finance facility had to work as an integrated set of documents — not three separate agreements drafted in isolation. They identified the completion definition mismatch between the EPC and the PPA before we signed either contract.
CFO — Independent Power Producer, GCC Solar Portfolio
The GSDA advantage
Dual-market energy expertise — we advise on GCC upstream concessions governed by local law and project finance facilities arranged under English law for assets that export to markets regulated by the French Energy Code. That dual perspective is not additive — it is essential for energy transactions that span both regions.
PPA-to-project-finance integration — our energy consultants work alongside our banking practice to ensure that PPA terms satisfy lender bankability requirements from the outset. We do not draft PPAs that need to be renegotiated at the financing stage because the deemed generation provisions, change-in-law protections, or offtaker credit terms do not meet lender standards.
Energy dispute experience at scale — when energy projects produce disputes, we handle the arbitration with the same sector knowledge that structured the transaction. Our dispute team has conducted ICC arbitrations on upstream concession disputes, PPA termination claims, and EPC delay matters where the quantum exceeded $200 million.
Our offices
Our energy law team operates from offices in France, the Gulf, and North Africa — ensuring local expertise wherever your business needs it.
Saudi Arabia Practice
Five offices across the Kingdom — Riyadh, Jeddah, Dammam, Makkah & Madinah — serving Vision 2030 giga-projects, MISA-licensed foreign investors, and international contractors.
Knowledge hub
Key legal terms for energy law