MESM Modules

PROGRAMME OUTLINE:

The MESM Progamme is divided into the following courses:

  1. Natural Resources and Global Security
  2. Licensing and National Regulations
  3. Energy Contracts
  4. Investments, Valuation and Arbitration
  5. Taxation; and
  6. Dissertation

 

Each of the courses has several modules.

 

 

NATURAL RESOURCES

AND GLOBAL SECURITY

ESM 710  – Energy Resource and Utilisation                                                        1 Credit Unit

LECTURER: DR. MUKTAR NAMADI MOHAMMED

The module shall introduce students to the nexus of energy security and national security as well as the Effects of energy security on national security as it relates to military, domestic, and economics.

It shall further discuss Conventional Energy Resources (Petroleum, Natural Gas, Coal, etc), Non-conventional Energy resources (Biomass, Solar, Geothermal, Wind atc), Energy security with emphasis on sustainability, affordability, Environmental acceptability, Equity among nations, Relationships among nations and Risk and Impact assessment of Environmental Policies on Energy Projects.

 

ESM 711 –    Mineral Ownership and Energy Security in Africa                1 Credit Unit

LECTURER: PEOFESSOR YINKA OMOROGBE

This module shall dwell on legacy and contemporary issues pertaining to the ownership of energy resources in Africa; how these legacy issues have affected the development of the energy resources in the continent; the continent’s long term strategic interests vis-à-vis the tripartite (English, Portuguese and French) cleavages of the continent.

ESM 712 – Energy, Peace and National Security                                                  2 Credit Units

 

LECTURER: PROFESSOR IBIBIA WORIKA

Availability of energy resources before and after the industrial revolution The period of the dominance of coal as the pre-eminent energy source. The emergence of gas and nuclear as a major global energy source. The emergence of renewable as a major global energy source. The impact of heightened demand for energy by China and India as a major variable for the upsurge in the global search for alternative fuel. The impact of the insistence on ‘clean energy’ as a causative factor for changes in the global utilization of energy resources.

ESM 713 –  International Treaties and Exploitation of Energy Resources in Africa                                                                                                                                                   1 Credit Unit

LECTURER: PROFESSOR IBIBIA WORIKA

Scope and Role of Bilateral Treaties between Nigeria and other countries. The threats of Uncontrolled Exploitation of the various Energy Resources on Global and Regional Security and Peace. Scope and Role of the United Nations Conventions on Deep Sea Mining. Scope and Role of the United Nations Conventions on Energy Resource Exploitation in Disputed National Territories; Scope and Role of the Energy Charter Treaty on Uranium and Nuclear Production in Africa. Scope and Role of the International Atomic Energy Agency Treaty. Scope and Role of the G – 20, Scope and Role of OECD, Scope and Role of OPEC Production Quota, Scope and Role of the African Union, Scope and Role of ECOWAS, Scope and Role of the Gulf of Guinea Commission Treaty.

ESM 714 – Pricing of Energy Resource Production in Africa                          2 Credit Units

LECTURER: DR. SULIEMAN S’AAD

The Pricing of Africa’s various energy resources. The impact of fresh commercially proven petroleum and solid mineral production reserves in hitherto non – producing countries on the global price of petroleum and minerals. The impact of heightened search for fossil fuel and shale gas by the United States as a major variable for the surge in the global price for crude oil. The Effect of Availability on Pricing of various Energy Resources in Africa. The Effect of Demand on Pricing of various Energy Resources in Africa. Impact of Production of United States Fossil Fuel on the Pricing and Energy Security of Natural Resource Dependent Economies of Africa. The Effect of Pricing of Energy Resources on the National Security of Energy Resource Endowed Countries in Africa. Emerging regulatory regimes for the distinct taxation of hydrocarbon as well as the distinct taxation of corporate operations of petroleum producing companies in Africa.

LICENSING AND NATIONAL REGULATIONS

ESM 715 – Energy Resource Ownership in Disputed National Territories      1 Credit Units

LECTURER: DR. PERISUO DEMA

Understanding the concept of Territorial Sovereignty over Energy Resources. Review of the Historical Basis of Ownership of Energy Resources in disputed national border territories. The premise of their decisions on the median line[1] and the equidistance/special principles[2]. Basis for the concept of ‘State Practice’. Basis for the Doctrine of ‘a’ titre de souverain‘. Principle of Effectivites’. Review of Judicial Decisions on International Maritime Case studies  over Energy Resource disputes: a. Legal Status of Eastern Greenland case, b. Eritrea v Yemen case[3] c. Nicaragua v Honduras[4] d. Cameroon v Nigeria[5] e. Aegean Sea Continental Shelf Case[6] f. Guyana v Suriname[7].

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ESM 716 –   Licensing Regimes for Petroleum and Mining Projects                1 Credit Unit

LECTURERS : DR HELEEN VAN KIERKEK  / DR. JOSEPH TOLORUNSE/

                          DR.SAM AMADI

 

The scope of Value Addition on Energy Resources. The impact of Beneficiation on the Mining Sector in Africa. Review of the Mbeki Report on the ‘Africa Mining Vision’. Understanding the ‘Africa Mining Vision’. Nature of Ownership of Energy Resources; Definition of the concept of Domainal Ownership; Examples of Jurisdictions with Domainal Ownership on energy resources; Definition of the concept of Private Ownership; Examples of Jurisdictions with Private Ownership on energy resources . Licensing of Petroleum Production (Onshore, Offshore, Deep Offshore, Marginal Fields), Licensing of Mining Cadastral, Licensing of Power Sector Projects, Transfer of Licence, Ministerial Consent and Back – In Rights under the Petroleum Act. Regulations. Government Divestiture, Electricity Sector Reforms in Africa. Negotiation and drafting skills for the bidding and auctioning of solid minerals acreages under licencing and concessionary legal frameworks. Students shall make presentations on the specifications in their country. Legal and tax treatment of solid minerals production.

ENERGY CONTRACTS

ESM 717 – Contracts in Africa’s Extractive and Power Sector Development   2 Credit Units

LECTURERS: DR HELEEN VAN KIERKEK  / PROFESSOR EDUARDO PEREIRA/

                          DR.SAM AMADI

 

Negotiation and drafting skills for the bidding and auctioning of oil and gas acreages under licencing and concessionary legal frameworks, while taking into cognisance due diligence and fiscal issues when negotiating such transactions. Negotiation and Drafting of reconnaissance Contracts. Negotiation and Drafting of Farm – In/ Farm – Out Agreement. Negotiation and Drafting of Mutual Hold-Back Indemnity Contracts. Negotiation and Drafting of Production Sharing Contracts and attendant indemnity issues. Negotiation and Drafting of Power Purchase Agreements / Contracts and attendant indemnity issues. Negotiation and Drafting of Gas Sales Agreement and attendant indemnity issues, Negotiation and Drafting of Gas Sales Agreement and attendant indemnity issues. Negotiation and Drafting of Gas Aggregator Agreements and attendant indemnity issues, Negotiation and Drafting of Off – Take Agreements and attendant indemnity issues. Negotiation and Drafting of Take – or – Pay Contracts and attendant indemnity issues. Negotiation and Drafting of Mining and Petroleum Drilling Contracts and attendant indemnity issues. Negotiation and Drafting of Crude Affreightment Contracts and attendant indemnity issues. It shall further expose students to the contractual issues pertaining to Gas-to-Liquid, Liquefied Natural Gas and Gas-to-Power projects and the issue of ownership and off-takers of gas as well as the statutory role of the gas aggregator in several African gas jurisdictions. Processes in jurisdictions within Africa and how they vary from country-to-country. Students shall make presentations on the specifications in their country. Legal and tax treatment of renewable energy and electricity generation from straddling hydro-power generation areas.

 

 

ESM 718  –   Unitisation and Joint Development Zone Transactions                  2 Credit Units

LECTURER: MR. AHMED YABO

Legal and tax royalty issues pertaining to petroleum production in cross border, unitised, cross unitised as well as joint development zones which have been established as a result of straddling oil and gas fields.

 

ESM 719  –        Supply Chain Issues in African Oil and Gas                          2 Credit Units

LECTURERS: PROFESSOR YAHAYA YUSUF / PROFESSOR YINKA OMOROGBE

Introduction to supply chain issues in the petroleum, mining and energy sectors.

The module shall discuss the impact of supply chain on energy security threats and vulnerability from the producer countries perspectives, and from the buyer countries perspectives.

The imperative and strategies for secure energy supplies and the impact transit nations play in:

  • Gasprom Project
  • Norwegian Submarine Gas Pipeline Project
  • Nord Stream Gas Pipeline Project
  • Trans – Saharan Gas Pipeline Project
  • West Africa Gas Pipeline Project
  • Case studies of the impact of the sovereignty of pipeline transit nations on natural gas projects
  • Case studies of the impact of the sovereignty of pipeline transit nations on petroleum projects
  • Case studies of the impact of the sovereignty of transit nations on fuel supply shipping vessels
  • Strategies for the protection of fuel supply shipping vessels against pirates and other non – state attacks through overwhelmed transit countries

 

INVESTMENTS, VALUATION

AND ARBITRATION

 

ESM 720 – Investments in Petroleum and  Mining in Africa

                                                                                                                                   2 Credit Units

LECTURER: MR OLADELE KUTI / DR.PERISUO DEMA

Investment structuring for petroleum production, solid mineral mining and electricity generation in Africa. Legal as well as fiscal regime for the afore-stated investment structures in South Africa as a best practice for consideration by other African countries. Legal framework for petroleum production, mining and electricity projects that require any of the afore-stated contractual financing modes as well as the legacy issues pertaining to tax and legal title that may arise. Contemporary and alternative structures for the funding of petroleum production, solid mineral mining and electricity in Africa. Securitisation of Petroleum and Mining Projects. Reserve Base Finance Schemes. Letter of Credit. Bill of Lading.

 

ESM 721 – Financial Modeling and Valuation of Petroleum and Mineral Reserves in Africa 

                                                                                                                                   2 Credit Units

LECTURER: DR SOLA KASIM

Methodologies for econometrics and forecasting of asset valuation of reserves of petroleum and solid minerals such as fair market value, probability and risk as well as risk adjustment in valuing petroleum and mining assets, consideration of the portfolio approach to assets management, portfolio optimisation techniques, Monte Carlo simulation techniques, investment decision analysis and simulation techniques.

 

ESM 722 – Arbitration in Energy Resource Matters                                          1 Credit Units

LECTURER: DR. PERISUO DEMA

Appraisal of the UNICITRAL Arbitration Rules, 2010 as well as the New York Convention on the recognition and Enforcement of Foreign Arbitral Awards vis-à-vis the arbitration legislations in African sample countries as it pertains to Petroleum and Solid Mineral Mining Production and Electricity Generation as well as the impact of several national legislations and how Pacta Sunt Servanda may be affected by Rebus Sic Stantibus in such transactions. Case law such as the Tullow Case in Uganda, the IPCO and Agip Arbitrations in Nigeria to address the complex issues raised by investor-state arbitration, and in particular will address these issues in the context of disputes in the natural resources sector. Over a quarter of all investor-state arbitrations commenced in 2013 alone arose out of tax disputes related to oil, gas and mining projects such as in Uganda and Nigeria.

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TAXATION

 

ESM 723 – Tax Policy and Extractive Development                                 2 Credit Units

LECTURER: PROFESSOR ABIOLA SANNI

Evolution and objective of the tax systems in South Africa, Angola and Nigeria, Features of a Good Tax System, general system of tax administration, problems and prospects, tax laws, administration of income tax, value added tax, capital gains tax, petroleum profit tax, the structure and functions of tax authorities at federal and state levels, joint tax board, the theory of economic stabilization and impact of fiscal policy;  Development of a good tax system, The role of stakeholders in developing a good Tax culture in Nigeria, Funding of the Tax and Revenue Authorities, Tax Refund Mechanism. Periodic Review of existing Tax laws, coordination of Tax Authorities by the Joint Tax Board, Tax Appeal Process and using tax system as a tool in creating competitive advantage as well as the issue of tax incentives.

 

 ESM 724 – Fiscal Issues in Petroleum and Solid Mineral Production           2 Credit Units

 

LECTURER: DR HELEEN VAN KIERKEK  AND MR MARK DIKE

 

Fiscal regime for the mining and the incentives for beneficiation of solid minerals in Africa. Differential fiscal regimes for mining of strategic economic minerals as distinct from luxury minerals in certain solid mineral jurisdictions. Investment incentives, tax allowances, allowable tax deductions and royalty regimes for gas development in comparative African jurisdictions. Fiscal regime for electricity generation and distribution in comparative African regimes and the impact of the fiscal regime on the statutory role of the electricity aggregator as well as on the tariff for electricity. Investment incentives, fiscal allowances, allowable fiscal deductions and royalty issues in several jurisdictions in Africa such as South Africa and Ghana.

 

ESM 725 –   Contractual Systems and Taxation of Petroleum Production      1 Credit Unit

LECTURER: MR MARK DIKE

This module shall introduce students to tax treatment of petroleum licence areas from their exploration, prospecting, development and production stages.

Hitherto, in some tax regimes in Africa, companies involved in upstream petroleum production were not expected to be assessed distinctly for company income tax, however, under some emerging regimes they are statutorily required to pay company income tax. Taxation of petroleum operations, by discussing its statutory meaning under Concessionary,  Joint Venture, Production Sharing Contract and Sole Risk legal regimes. Tax structure for deep offshore, offshore, onshore and marginal field production regimes. It shall also treat the tax allowances, allowable tax deductions and royalty regimes under the above production contract types.

ESM 726 – Transfer Pricing of Energy Resource in Africa                                 2 Credit Units

LECTURER: PROFESSOR KEITH ENGEL

Issues of inter-related, inter-group, subsidiary and affiliate companies and the Arms-Length Principle generally and as it applies to oil, gas, mining and electricity companies with worldwide operations and their international staff who are frequently called upon to role in diverse regions. OECD Rules and the UN Rules as it affects transfer pricing as well as the legal and tax issues that can militate against the operations of robust transfer pricing rules that can effectively drive petroleum production by multinational petroleum producers and operators. Profit Shifting and Tax Base Erosion from the Petroleum and Mining Sectors in Africa. Introduction to procedure and processes for the taxability of upstream petroleum joint ventures and production sharing contracts as well as the issue of ring fencing of petroleum acreages. The Effect of the Tax and Royalty Legislations on Local Refining and Beneficiation of various Energy Resources in AfricaDouble Tax Agreements, Tax Information Agreements and Bilateral Investment Treaties and Regional Economic Cooperation Agreements and their impact on Source Rules versus the Resident Rules in negotiating Oil, Gas, Solid Mineral and Electricity Production, Turn- key Service Contracts and Offshore Rig Hire Contracts in Africa. Issue of gas flares and gas related environmental issues in Africa. It shall further expose students to fiscal incentives for gas re-injection, Climate Change Tax and Carbon Tax.

ESM 727 –        Decommissioning, Restoration and Abandonment of Energy Facilities                                                                                           2 Credit Units (Elective between ESM 728)

LECTURER: DR. PERISUO DEMA

 

Legal issues pertaining to decommissioning, restoration and abandonment of  petroleum, mining  and electricity generation facilities as well as the legacy issues in cases where the licensing and or operatorship of an acreage has been transferred without any expressed commitment for decommissioning, restoration or abandonment. It shall treat the issues of obtaining the approval of the respective Minister(s) and government departments concerned with decommissioning, restoration and abandonment; setting up of a ring fenced fund in an escrow for the decommissioning, restoration and abandonment process as well as the desirability for a suiting fund as well as the ancillary tax treatment and cost issues. Case study in decommissioning, restoration and abandonment in matured provinces such as the United Kingdom Continental Shelf. Process, economic, costs, tax and legal issues pertaining to the decommissioning, restoration and abandonment of solid minerals in Africa as well as the ancillary environmental issues.

 

ESM 728 –      Conventional and Non-conventional Energy and Health and Environmental

                         Fiscal Issues                                 2 Credit Units (Elective between ESM 727)

 

LECTURERS: DR MUKTAR NAMADI MOHAMMED / DR PETER ONIEMOLA

Renewable and non-renewable energy sources, Green Energy and Sustainable Development Goals, Pollution, Climate Change, Gas Flaring, Ozone Layer Depletion, Waste Management, Energy and Environment Policy, Institutional framework.

 

 

ESM 729 –  Seminar in Energy Security                                                                1 Credit Units

Each student shall write and present term paper. The topic of the essay must have been approved before commencement.

 

DISSERTATION

 

ESM 730 – Research Skills and Methodology                                                          1 Credit Unit

Students shall be exposed to research skills and methodology based on the OSCOLA Referencing or the Oxford Department for Harvard Method for academically approved investigation, data collation and interpretation techniques as the premise for critical writing based on research planning and design as the foundation for an acceptable research proposal, literature review, formulation of research questions and hypothesis.

 

ESM 731 –     Dissertation                                                                                       4 Credit Units

 

Through the preparation of a 10,000 word dissertation using OSCOLA Referencing or the Oxford Department for Harvard Method, depending on the pathway of the student’s dissertation; students will demonstrate their skills for critical analysis and independent research which are relevant to the needs of the energy security and petroleum, mining as well as renewable energy value chain in Africa.

 

The dissertation shall therefore demonstrate the student’s skill in writing a long thought provoking and independently researched essay based on a specific subject matter or topic relevant to the intersection between energy security and petroleum, mining or the renewable energy value chain in Africa.

[1]North Sea Continental Shelf Cases (Supra)

[2]Gulf of Maine Case (Supra)

[3]  Volume XXII pp.209-332,Report of the International Arbitral Awards,9 October 1998

[4]  (2007) PCA at para 95

[5]  (2002) ICJ Reports

[6](Greece v Turkey), 15 I.L.M.985,992-93,30-32 [ICJ Order on Request for the Indication of Interim Measures of protection of September 11,1976

[7]ICGJ 370 (PCA 2007),

 

 

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