Kenneth E. Mack

Partner

Practice Description

Representative Matters

Oil & Gas and Mining M&A

• Acted for the consortium of "G6" oil companies -- ExxonMobil, Shell, Total, Eni, ConocoPhillips and Inpex -- in relation to the development of the Kazakhstan Caspian Transportation System (KCTS) for the export of oil from Kazakhstan.
• Represented China National Petroleum Corporation as lead counsel in the $1.3 billion sale of 33% of the shares of PetroKazakhstan, Inc. to JSC KazMunayGas.
• Represented CNPC in the second phase of its sale of shares in PetroKazakhstan Inc. to JSC KazMunayGas, which consisted of the restructuring and acquisition of a 50% interest in the Shymkent oil refinery in Kazakhstan by CNPC and KMG.
• Advised Chevron on three project management agreements in relation to the Russian and Kazakhstan sections of the CPC pipeline.  The advice focused on applicable law, indemnity provisions, limitation of liability and waiver of consequential damages.
• Acted for the principal shareholders of a Kazakhstan oil company in its US$430 million sale to a Chinese oil and gas company; the work involved drafting and negotiating all purchase and sale documentation and advising on the tax structure for the transaction.
• Acted for a large state-owned Chinese oil & gas company as purchaser in the negotiation with a Middle Eastern state oil company as seller, in relation to the acquisition of a large oil & gas field in Kazakhstan. 
• Represented a major U.S. oil company in negotiations with the Republic of Kazakhstan and drafted sale and purchase agreement for $680 million acquisition of oil joint venture ownership interest. Work included sale and purchase negotiations and amending project and loan documents.
• Represented a major U.S. oil company in negotiations with Kazakhstan’s state oil company for the Kurmangazy oil field production sharing agreement (PSA) in the offshore Caspian Sea; drafted the PSA and related documentation.
• Advised Roxi Petroleum, a Kazakhastan-based oil exploration and development company, in connection with its acquisition of interests in three exploration and production assets in Western Kazakhstan and the Company's re-admission to the Alternative Investment Market of the London Stock Exchange.  Chadbourne undertook due diligence with respect to ten companies and advised on regulatory issues related to the acquisition and listing.
• Represented a major U.S. oil company in negotiations with the International Finance Corporation on the terms and conditions of the Consent and Agreement between the IFC and the consortium participants developing the Karachaganak oil field in northwestern Kazakhstan. The Consent and Agreement was related to the project financing of the Russian participant’s cash call obligations for the oil production facility expansion project.
• Advised a major French oil company on acquisition of rights in a PSA in the offshore Caspian Sea and drafted Farm in Agreement and Strategic Partnership Agreement.
• Advised a major French oil company on the acquisition of an interest in the Caspian Pipeline Consortium (CPC), focusing on restrictions on the transfer of interests under the CPC Shareholders Agreement, capacity allocation rights, and the liabilities associated with the acquired interest.
• Conducted extensive due diligence on CPC on behalf of major Asian oil company that was considering acquiring an interest in CPC. Issues examined included mechanisms and permissibility of transfer of rights arising under the Consortium Agreement, transfer of capacity throughput rights; CPC financing commitments and repayment rights and obligations; corporate governance of CPC (under the Consortium Agreement and CPC-R and CPC-K Documents); and pipeline regulatory concerns pertaining to CPC.
• Advised a major Italian oil company on a wide range of liabilities associated with the assumption of the operator position in the consortium developing Kazakhstan’s Kashagan oil field in the offshore Caspian Sea.
• Advised Companhia Vale do Rio Doce (CVRD), a major Brazilian mining company, in connection with the acquisition of a controlling interest in a UK company that holds exploration and mining rights in a copper project in Kazakhstan.  The matter included providing advice in connection with compliance with the requirements of an exploration and mining contract under Kazakhstan law, as well as government pre-emptive rights and anti-monopoly issues.
• Advised a major Western oil and gas company on Kazakhstan regulatory law concerning the construction and operation of, and throughput rights for, a pipeline in the Caspian region.
• Represented a major U.S. oil company in PSA negotiations with a large Russian oil company for the Priobskoye oil field in Central Russia, and drafted preliminary documentation for the deal.
• Represented a major U.S. oil company in negotiations with Russian oil companies for the acquisition of interests in oil fields at the Timan Pechora area of northern Russia, the northern offshore Caspian Sea (Russian zone), and in the Astrakhan Province of southwestern Russia.

Regulatory

• Provided an FCPA compliance seminar to an aviation company providing helicopter services to an oilfield operator.
• Advised Fluor Corporation on customs issues in relation to construction of the US embassy in Astana; advised on risk of penalties and confiscation in light of temporary import regime.
• Advised an oilfield service company on the situations in which Kazakhstan law would disallow the waiver of contract or tort claims, and the effectiveness of using "reimbursement" as a substitute for waiver of tort liability; advised on limitation of liability for liquidated damages or a combination of actual and liquidated damages.
• Advised an oilfield service company on employment issues for expatriates in Kazakhstan, providing advice on Kazakhstan labor law with respect to: (i) salary payments under employment agreements, the currency in which the salary is paid, and whether the salary can be paid abroad; (ii) duration of employment agreements; (iii) probation periods; and (iv) notice periods for termination.
• Advised an oilfield service company regarding options for sending its employees to work in the United Kingdom, including of the formalities of labour contract, payments to the state, structuring employee compensation to achieve the lowest reasonable cost in terms of tax, pension and social fund payments, both in Kazakhstan, as well as in the UK.
• Acted for a major oil & gas company in devising an emergency oil spill response entity; the work included advising on environmental law, developing corporate documents for the emergency response entity, and designing a system whereby other oil & gas companies and contractors could participate in the emergency response system in a manner consistent with Kazakhstan law.
• Advised a major oil & gas company on the health and safety laws of Kazakhstan and fourteen countries in Europe, the Middle East and Asia, in respect of liability for an accident during transportation of hydrocarbons through the given country by rail, ship or pipeline, and the obligation to take measures to remedy the problem.

Capital Markets, Banking and Finance

• Represented JPMorgan in connection with the offering by Astana Finance B.V. of $125,000,000 7.625% Eurobonds due 2009, guaranteed by Astana-Finance JSC of Kazakhstan.
• Represented JPMorgan in connection with the offering by Astana Finance B.V. of $175,000,000 9% Eurobonds due 2011, guaranteed jointly by Astana-Finance JSC of Kazakhstan, as well as Leasing Company Astana-Finance JSC.
• Acted as English and Kazakhstan law counsel to CNPC in relation to the US$1.18 billion financing of the Kenkiyak-Kumkol oil pipeline in Kazakhstan.
• Represented Chagala Group, a real estate company, in connection with a US$104 million initial public offering on the main market of the London Stock Exchange.  Chagala sold 10.7 million global depository receipts at US$9.75 each, the maximum price in the range that ING used to market the sale.  The IPO gave the company an implied market value of just over US$200 million.
• Currently acting for EBRD and HSBC in connection with restructuring of a US$42 million secured loan to Karcement in Kazakhstan, to support the expansion and modernization of the Karaganda cement plant, where Chadbourne is responsible for drafting the finance and security documentation.
• Represented the EBRD in its $87.8 million loan to KEGOC for the financing of the construction of the second and third sections of the new North-South 500 kilovolt electricity transmission line.
• Acted for Citibank in connection with a loan to Halyk Bank, guaranteed by the Overseas Private Investment Corporation.
• Represented Alliance Bank on a financing which was secured by an extensive security package, including a mortgage of oil tankers located in the Caspian Sea.
• Advised Chevron on the project financing of a multi-billion dollar expansion program at Tengiz, the largest producing oil field in Kazakhstan.
• Advised Standard & Poor's in Kazakhstan in relation to its rating of two securitization deals, both involving major Kazakhstan banks; advised the client on risks in the event of bankruptcy, including foreclosure, risk of commingling / set off, taxation, and other issues; advised on "true sale" opinion of arranger's / lead manager's counsel.

Litigation

• Advised a major U.S. oil company in litigation with the Republic of Kazakhstan over an environmental pollution lawsuit (in the first instance for $70 million; in the second instance for over $400 million) brought in Kazakhstan courts.  In the course of this work, advised the client on its position under a subsoil contract and joint venture agreement with the Republic of Kazakhstan, and under Kazakhstan law and international law, in preparation for bringing the case to international arbitration, and assisted in devising settlement arrangements.
• Acted for one of the largest American engineering and infrastructure companies in a dispute against the Kazakhstan fiscal authorities, pertaining to tax claims against the company of several hundreds of millions of dollars.  The dispute involved handling claims on behalf of the client in Kazakhstan courts of all levels, as well as before Kazakhstan's fiscal authorities.  The legal arguments included interpretation of the U.S.-Kazakhstan Double Taxation Treaty and Kazakhstan law.  Advised client on potential criminal liability of senior executive and accounting personnel stemming from the authorities' claims against the company.

Honors

Activities and Affiliations

Publications

Speeches and Events