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Brazil Onshore Private to Private Oil and Gas Transactions

Kate Gibson, Joao Almeida, International Mining and Oil & Gas Law, Development, and Investment (2011)

The purpose of this paper is to present a general overview of the primary legal issues that arise in onshore private to private oil and gas transactions in Brazil. Our analysis will be concentrated on the regulatory approvals required in connection with such transactions taking into consideration the acquisition structures commonly used. Our aim is to equip investors and legal practitioners with practical information, which will allow them to (a) maneuver through the regulatory approval process with greater confidence and understanding and (b) negotiate appropriate provisions in definitive documentation. In addition to setting forth the legal issues that arise in private to private onshore oil and gas transactions, this paper will describe the history of the Brazilian oil and gas industry and the legal framework which allows companies to engage in oil and gas exploration, development and production in Brazil.

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II. Executive Summary

Pursuant to the Brazilian Federal Constitution, all hydrocarbons are owned by the federal government of Brazil and the exploration and production of non-strategic hydrocarbons by private and semi-private companies is required to be carried out pursuant to the terms of concession agreements entered into between the concessionaires and the Agência Nacional do Petróleo, Gás Natural e Biocombustíveis (“ANP”), the govern