Leopoldo Olavarría

International Partner, Norton Rose Fulbright US MX, S.C.
Norton Rose Fulbright US MX, S.C.

Leopoldo Olavarría

Leopoldo Olavarría

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Biography

Leopoldo Olavarría has more than 30 years of experience in oil and gas transactions, with a strong focus on cross-border oil and gas projects, assisting clients in assembling portfolios of E&P properties, joint ventures, mergers and acquisitions, and drafting and negotiating oil and natural gas supply agreements. During this time he has participated in a myriad of projects, from complex, vertically integrated projects, to smaller exploration projects and multijurisdictional transactions.

His experience includes drafting and negotiating agreements to acquire companies or equity participations in hydrocarbon producing interests in Venezuela, Colombia, Peru, Panama, Cuba, Argentina, Ecuador and other Latin American and Caribbean countries, and associated due diligence reviews, acquisition agreements (such as earn-in and farm-in agreements) and joint venture agreements (including joint operating agreements and production sharing contracts), project development agreements, and engineering, procurement and construction contracts. He also has significant experience in the areas of competition and commercial law, and international trade and investments.

He was a member of the board of directors of the Venezuelan chapter of the Gas Processors' Association (AVPG) from 2004 to 2012 and led the chapter's legal and tax committee from 2006 to 2012. In that capacity, he acted as coordinator of several publications, including AVPG's 20th anniversary publication entitled "Integral Development of the Venezuelan Natural Gas Industry, a Historical and Legal Review"  in November 2004.

He has also provided in-house training on the AIPN form of international JOA and accounting procedures to several oil and gas companies and has lectured extensively on the legal regimes for the conduct of oil and gas activities in Latin America.

He has also assisted clients with country entry and risk identification and mitigation analysis, regulatory issues and requirements for the conduct of oil and gas operations, governmental bidding processes and government procurement contracts.

Mr. Olavarría is licensed to practice law in Venezuela and Colombia.


Professional experience

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LL.M, Georgetown University, 1988
Law degree, Universidad Católica Andrés Bello, 1987

  • Led the provision of legal advice and support to a National Oil Company under the laws of Alberta, Canada, Colombia, and Barbados, in connection with the analysis of the largest upstream oil & gas acquisition opportunity in Colombia in 2018, as a TSX listed company conducted (but then cancelled) a competitive, public sale process of certain oil & gas producing blocks in Colombia's Southern Casanare region. The acquisition of the majority of the Southern Casanare assets would have been carried out indirectly, through the acquisition of all securities and debt issued by a Barbados company in accordance with a plan of arrangement under the laws of the Province of Alberta, Canada.
  • Led the provision of Colombian legal advice and support to a private equity company in its negotiations to acquire a contractual share of income of: (i) a Colombian wholesale fuel distributor, and (ii) the operator of a port concession in the Port of Tumaco, in the Colombian Pacific Coast. Coordinated the conduct of due diligence review of these two target companies, and the negotiation of the contractual arrangements for the acquisition of the contractual share of income.
  • Led Colombian law advice and assistance to a private equity company in respect to its proposed acquisition of a minority equity interest in a Canadian-based gold and silver exploration, development and production company, currently the largest underground gold and silver producer in Colombia. If the transaction would have been agreed to, our client would have acquired equity securities or securities convertible into equity of the target company, by way of private placement or through private purchase and sale transactions with existing holders of target company's securities, following which our client would have held a pro forma interest in target company of approximately 25-35% on a fully diluted basis. Coordinated the conduct of detailed Colombian due diligence review in respect to target company's operations in the Municipalities of Segovia and Marmato, including the status of the mining concessions, litigation/claims against the target companies and litigation/claims by the target companies, environmental matters. Provided legal advice and assisted the client conduct a risk identification analysis of the target companies and their Colombian mining operations and commercial activities.
  • Advised company which operates oil refineries in a possible scenario of sales of US produced fuel oil to EP Petroecuador, in respect of which our client would charter vessels owned by unrelated third parties to transport said fuel oil from the US to Ecuador.  More specifically, he analysed: (i) our client's potential liability as a time/voyage charterer and owner of the fuel oil volumes in the event of a product spill or damage to property (i.e., dock facilities) or injuries to people associated with the discharge operation; and (ii) What permits/licenses it would be required to obtain in order to sell product delivered to EP Petroecuador.
  • Advised a merchant of physical commodities and a financer of upper-and mid-stream commodity-producing assets, regarding the possibility to obtain an Ecuadorean Certificate of Origin for blended crude oil volumes exported from Ecuador, prepared with certain volumes of light crude oil of US origin and certain additional volumes of heavy crude oil produced in Ecuador.
  • Advised an international oilfield services company on the regulatory and tax framework for the conduct of upstream hydrocarbons activities in Argentina, Bolivia, Brazil, Colombia, Ecuador, Peru, Suriname, Trinidad & Tobago, and Venezuela. This was for the possible conduct of activities under risk services contracts and to exploit unconventional hydrocarbons.
  • Advised a Canadian public company dedicated to the exploration and production of natural gas and oil, with operations focused on Latin America in the analysis and description of government take in Ecuador, as part of a broader country-entry analysis.
  • Advised a Canadian public company dedicated to the exploration and production of natural gas and oil, with operations focused on Latin America, in negotiations with Government representatives, on the structuring of proposed joint ventures and the award of oil & gas blocks in Peru and Ecuador (Block 86) and the cross-border sale of natural gas produced in the Albacora field offshore Peru for the supply of gas as fuel for a 250 MW thermal-powered generation plant in Machala, Ecuador.
  • Advised a National Oil Company as potential buyer of Blocks 7 and 21, in the Ecuadorean Amazon region.
  • Advised a multinational commodity trading company in the analysis of guarantees, under the laws of Ecuador, to be used as collateral in the context of foreign loans to Ecuadorean minerals producers.
  • Led the provision of Colombian law advice and assistance to a British multinational assurance, inspection, product testing and certification company in its successful acquisition of a Colombian target company, including the conduct of due diligence review of the target company and Colombian competition law aspects of said acquisition. Drafted and filed the notice to the Colombian competition law authority, which included the analysis of the markets of national consulting services of engineering, audits, tests and inspections for the industry in general.
  • Advised a Singaporean multinational mid- and downstream oil company in the negotiation of a share purchase agreement, an asset purchase agreement, and ancillary agreements for the acquisition of shares in a Colombian wholesale fuel distribution company and the latter's business.
  • Advised a Singaporean multinational mid- and downstream oil company in the negotiation of a share purchase agreement and ancillary agreements, all under the laws of New York but in the Spanish language, for the disposition of our client's equity interest in a fuel storage terminal in the Dominican Republic.
  • Advised a private equity company in the settlement of its arbitration claims against the vendors under two drill-to-earn agreements (DTAs) governed by Colombian law.  Each of the DTAs related to an Exploration and Production Contract with the Colombian National Hydrocarbons Agency.
  • Advised a Colombian private equity company, pursuing exploration and production opportunities in the Middle Magdalena basin) in dealings with the Colombian National Hydrocarbons Agency (ANH) in order to obtain assignment approval and qualification to act as operator and non-operator under two Exploration and Production Contracts, each covering an onshore block in Colombia. This assistance included analysis of legal issues and definition of defense strategies in the context of administrative penalty procedures opened by the ANH for the alleged breach of pre-existing obligations under the E&P Contracts.
  • Advised a private equity company in respect to the disposition of its interest in an Exploration and Production Contract covering a block located in the Middle Magdalena Basin.
  • Advised a Canadian multinational oil and gas exploration and production company in the Colombian competition law aspects of its acquisition by Repsol, including the presentation of the notice to the Colombian competition law authority. This included the analysis of the markets of: (i) exploration of hydrocarbons, (ii) production and marketing of crude oil, (iii) production and marketing of natural gas, and (iv) transportation of hydrocarbons.
  • Acted as international oil and gas counsel for the members of several joint ventures in respect to the successful negotiations with PEMEX. Assisted with negotiations for the migration of several risk services contracts for the exploration and production of crude oil and/or natural gas, with Pemex Exploration and Production ("PEP").  As a result of this complex migration, our client group became joint venture partners of PEP under six (6) Joint Operating Agreements (JOAs) regulating the extraction of crude oil and natural gas in the Mexican areas of: (a) Barcodon, (b) Catedral, (c) Miquetla, (d) Ebano, (e) Cuervito, and (f) Fronterizo. Also assisted in the context of the negotiation of the JOAs with PEP. Also conducted risk identification and mitigation analysis of the contractual and commercial arrangements that had to be either terminated or put in place to accomplish this migration, including crude oil or natural gas supply agreements and crude oil or natural gas transportation agreements.
  • Advised an energy company in the review of the farmout agreement and other commercial contracts in the context of the so-called PEMEX farmout process organized by the Mexican National Hydrocarbons Commission (CNH) for the Ogarrio and Cardenas-Mora onshore upstream blocks in Mexico. This engagement required the review and comments to crude oil and natural gas supply agreements and crude oil and natural gas transportation agreements.
  • Chambers Global, Colombia, Energy & Natural Resources - Band 2 and foreign expert for Venezuela, Chambers and Partners, 2016
  • Chambers Global, "Leopoldo Olavarría, leading international partner in the area of energy and natural resources," (Band 1), Chambers and Partners, 2014
  • Chambers Latin America, Venezuela, Energy and natural resources, Chambers and Partners, 2015
  • Legal 500 Latin America, Recommended lawyer, International firms: Projects and energy and Projects and infrastructure, The Legal 500, 2019 - 2021
  • Highly Regarded Lawyer, Mexico, IFLR 1000, Banking, M&A, Project Finance, IFLR, 2019 - 2021
  • Leading lawyer in Corporate and Commercial; Energy & Natural Resources; and Compliance and Public Law, IFLR1000: Energy and Infrastructure: Latin America, 2013, 2015 - 2016
  • LACCA Approved, Latin America Corporate Counsel Association, Energy, 2015 - 2020
  • The International Who's Who of Oil and Gas Lawyers, Who's Who Legal, 2014
  • Lawyer of the Year in Natural Resources, Caracas, Best Lawyers, 2013
  • "Historical Examples and Recent Latin American Experiences in Forced Contract Renegotiation in the Natural Resources Sector: Is Risk Mitigation Still Possible?" Sixtieth Annual Institute on Oil and Gas Law, September 2009.
  • Co-author of the chapter on Venezuela, "International Comparative Legal Guide to Gas Regulation," Global Legal Group, 2008.
  • Co- author, "Reflections on the Venezuelan Regulatory Framework and Projects to Exploit Coalbed Methane," XVIII International Gas Convention, May 2008.
  • Co-author, "Analysis of the New Royalty Calculation Rules for Non-associated Natural Gas Projects Contained in MEP Resolution 244," XVII International Gas Convention, May 2006.
  • Co-author, "Impact of PDVSA's Social Production Enterprises Program and of the New Buy-Venezuelan Decree on the Venezuelan Oil and Gas Industries," XVII International Gas Convention, May 2006.
  • "Conditions for the Development of the Venezuelan Natural Gas Industry – Emphasis on Transportation, Distribution and Commercialization Businesses," November 2004.
  • Co-author, "Venezuelan Legal Considerations on the Venezuela-Colombia Bi-national Gas Interconnection Project," November 2004.
  • Co-author and coordinator, "Legal Regime on Prices and Tariffs of Gaseous Hydrocarbons in Venezuela," XVI International Gas Convention (AVPG), May 2004
  • Co-author of the chapter on Venezuela, "Agency and Distribution Agreements," Yorkhill Law Publishing, February 2001
  • Co-author and coordinator, "The Venezuelan Gaseous Hydrocarbons Opening: Was the Regulatory Framework Properly Designed?", 18th World Energy Congress, Buenos Aires, Argentina, November 2001.
  • Moderated the Colombia 2019 South America Energy Series panel discussion on Utility Scale Wind & Solar, Growth Prospects for Wind and Energy in the Region, Bogotá, June 2019.
  • "A Panorama of Oil & Gas in the Americas: Trends, Opportunities, and Challenges," Energy Opportunities Conference organized by the American Association of Petroleum Geologists and Energy Projects Forum, Cartagena, Colombia, August 2018.
  • "A Look into the Future of the Development of Non-Conventional Resources in Colombia: Challenges and Opportunities," AIPN Colombian Chapter, Bogotá, Colombia, October 2017.
  • "Unlocking Mexico's Unconventional Resources," Mexican Hydrocarbons Association (AMEXHI), Mexico City, Mexico, June 2017.
  • "Incentives, flexibility of contractual terms and new regulations for the assignment of E&P areas in Colombia," Colombia Energy Summit, Bogota, Colombia, May 2016.
  • "Introduction to Latin America's oil and gas scene" and "Colombia: Country Focus," Norton Rose Fulbright Energy Academy, London, June 2015.
  • "The Energy Reform in Mexico and opportunities in the Mexican oil and gas sectors for Colombian companies," LATAM Energy Convention, organized by the Colombian Chamber of Petroleum Services (CAMPETROL) and Energy Projects Forum, Bogotá, Colombia, May 2015.
  • "The extractive sector in Colombia: opportunities and challenges (with an emphasis on oil and gas)" Canadian Embassy, Bogotá, August 2014.
  • "Developing Shale Resources in Latin America, Current and Future Implications for Investors and Industry Development,"  World Shale Oil & Gas Series: Latin America Summit, Buenos Aires, Argentina, November 2012.
  • "Civil Law Issues in AIPN Model Contracts, Potential Issues with Implementation and Enforcement," AIPN Colombian Chapter, Bogotá, Colombia, October 2012.
  • "Panoramic Vision of Gas Projects in Latin America and the Caribbean," XX International Gas Convention, Caracas, Venezuela, June 2012.
  • "Investment Climate in Latin America and its Impact on the Materialization of Hydrocarbons Production Projects," Gas Summit Latin America 2012, Rio de Janeiro, May 2012.
  • "Select Colombian issues in property acquisitions and joint operations," Colombia Oil & Gas Summit, Cartagena, Colombia, April 2011.
  • "A Comparative Review of the Regulation of Coal Bed Methane Projects," AIPN Conference on CBM, Bogotá, November 2007.
  • "Analysis of the Provisions on Unfair Competition of the Bill of Antimonopoly, Anti-Oligopoly and Unfair Competition Law," FEDECAMARAS, Caracas, April 2006.
  • "Measures for the Promotion of National Capital in the Venezuelan Gaseous Hydrocarbons Industry," XVI International Gas Convention (AVPG), May 2004.
  • Miranda State Bar Association
  • Association of International Petroleum Negotiators (AIPN)
  • Venezuelan Gas Processors' Association, 2004 to present
    • Chair, Legal and Tax Committee (2006 to 2012)