دکتر عبدالحسین شیروی خوزانی

Energy security is one of the substantial objectives of the countries’ policy-making and regulatory regimes. Therefore, gas storage has been paid attention to as a tool for developing security and responding to customers’ need in the case of demand surge in the different countries. Moreover, due to strategic reasons and to decrease the impacts of the political situation of the gas-producing countries, utilizing storage mechanisms has been noticeably welcomed by the gas-importing countries. Nevertheless, specific laws and regulations of gas storage which contain its exclusive requirements have yet to be enacted and set out.The storage arrangements could be developed under different mechanisms including contracts. In Iran, Build, Operate, and Transfer (BOT) contracts are being used as the storage project granting instruments with retaining the governmental ownership; however, the licensing system containing transfer of ownership to the private sector along with the legal basis for the third party access is a prominent arrangement for such projects in England. Despite flaws and deficiencies in the relevant Iranian contractual arrangements, the more incentivized investment could be achieved with focusing on the storage activities and operation status, utilizing the produced hydrocarbons (gas) and the legal options and tools based on which the transfer of the ownership to investors is possible including title to storage installations.

Providing sustainable energy and energy efficiency is one of the main concerns of governments. Due to the limited amount of fossil resources and environmental considerations, it is inevitable for governments to implement efficiency and energy saving policies. It is very clear that the implementation of energy saving programs will not be possible without adequate financial resources. In the other words, governments, as the main energy supplier, cannot carry out energy saving without proper financing. In this article, financing based on energy saving has been studied in Iranian law, and it examines the Iran rules and regulations and also whether Iranian law have been a suitable legal basis for attraction investors or financiers for the implementation of efficiency projects or not. In this research, it was concluded that providing financial resources based on savings has many advantages compared to other methods, but the rules governing the energy market in general and the rules and regulations governing this method in particular should be revised and modified according to the experience of other countries.

Modern governments always consider themselves agents of public will and protectors of public interests and goals. Public opinion also measures governments based on their attention to public goals. One of the general goals of governments in the field of achieving good governance is to develop infrastructure and increase public welfare, and in this field, most governments try to achieve more success in this field by attracting foreign investment.

This research is of theoretical type and the research method is descriptive-analytical and the method of data collection is library and has been done by referring to documents, books and articles.

Due to the long-term nature of the investment contracts and the period of its exploitation, there may be changes in public opinion, fundamental changes in the structure of governments, revolutions may cause a change in attitude towards public goals and expropriation, confiscation and nationalization of the investor's property.

Ethical Considerations: 

In order to organize this research, while observing the authenticity of the texts, honesty and fidelity have been observed.

In this regard, there are many issues, one of the most important of which is the role of good governance in determining the legitimacy or not of expropriation in line with public goals. As a result of the investigation, it will be clear that today the principles of good governance have become one of the incentives influencing the continuation of foreign investment.

In the current world of international trade, corruption in the form of various instances, including bribery, is very common and is accompanied by very serious damage to the economies of the countries involved. This issue has not only caused the countries of the world to put prevention and fight against this phenomenon on their agenda, but also the international community has not been idle and has taken measures such as drafting several international documents. This emphasizes on the strength of the law as a tool in preventing and combating corruption. But unfortunately, it has not been used all the capacities of it such as private dimension. This is while there seems to be a relation between a country s purity rating and the guarantee of law enforcement it uses in the face of a contracts provided by corruption. With this premise, in this article, we will use the library method to answer the question of whether guaranteeing the annulment of these contracts can lead to a reduction in corruption.

To prevent die equilibrium in long term oil and gas contracts, renegotiation clause is put in contracts in order to regain equality and balance of contract. Of course the concept of renegotiation, its charts and its aspects has been realized by other authors, but this question is still unanswered that dose renegotiation clause make an obligation on parties to reach result? In other word is renegotiation, obligation to means or obligation to reach an agreement. It is obvious that renegotiation is not just a simple form in contract, because the reason of putting this clause in contracts is to reach rebalance of contract without re coursing to judiciary system. So if renegotiation dose not make an obligation on parties to reach result, stipulating this clause will become meaning less, and leads to wasting of time. thus our research shows that renegotiation is obligation to means, so parties have to make a deal after re coursing renegotiation in goof faith.

In many Petroleum contracts, the parties put renegotiation clause in order to keep longtime balance, so that if the balance disrupted, the parties should be obliged to renegotiate in order to rehabilitate the contract balance. So if renegotiation process didn’t reach result, what will happen to the contract? Also in which circumstances the parties have right to recourse arbitration? Do arbitrators have the right to adjust the contract? In one side, keeping the balance was the first base of the agreement, and by disrupting the balance the continuation of contract would become unfair and in contrast with common intention, and on the other side, termination of the contract without party consent is impossible. In the absent of arbitration clause, one parties can recourse to the arbitration tribunal, so that the tribunal can arbitrate the case if it is deduced from implicit agreement or enforceable law that it has jurisdiction. In case of putting adjustment right for arbitrator, he can adjust it. otherwise, it can be understood from the first intention of the parties, economical logic, principles of international trade law and the principle of similarity of arbitrator and judge authorities that the arbitrator has right to use adjustment.

Oil exploration and development operations, and especially the exploitation of drilled wells, are managed by a complex and multi-layered chain of stages and types of technical services. One of the most important operations is oil and gas well Drilling Services. More than twenty different services are required to manage, repair, maintain, redrill and control oil and gas wells during their operation. From the point of view of advancement and delay, technology has always been ahead of the regulations and laws governing it. In order to organize the specific regulations of each sector, the lawyer should pay attention to this advance and not to legislate, compose and interpret regardless of the requirements of technology and target groups and its functions. Drilling services and related contracts can be considered among the most widely used types of services and contracts in the upstream sector of the oil and gas industry, from the exploration stage to the end of production and exploitation. By studying the contracts concluded between Companies (employers) and Contractors that come from different legal systems, as well as contract samples that are proposed by related professional and trade organizations, questions arise that such as below: What is the origin of maximum similarity and common language in this section? Can this closeness and sometimes sameness of drilling contracts be simply interpreted as "Boilerplates" in the contracts, or is the issue more fundamental than that, and in the stages of interpretation, implementation and dispute resolution, it is also the basis of important decisions? The method of ascertaining the rules can be based on induction (moving from the part and reaching the general rules). The sources of this inference are also 1- Repetition of contractual conditions based on the standards and examples compiled of drilling contracts by specialized institutions and major multinational companies in the oil industry; 2- Arbitral awards, including classical awards in the field of oil and general awards in the field of international trade and domestic arbitration awards, which explicitly refer to concepts such as "Principles governing the Norms of trade and industry", "Recognized Practices and Known Procedures"   and the like are cited and the last is 3- domestic laws.Confidentiality/ "Contractor's responsibility in equipping and preparation"/ "Commitment to cooperate with other contractors"/ " "Presumption of damage due to the delay of the contractor in fulfilling his obligations."/ "Indemnification of the parties to the contract from consequential (indirect) damages"/ "Compliance with accepted requirements" Regarding safety" HSE /"Distribution and  risk allocation between the  Company(employer) and the contractor" and "Permissibility of the contract towards the employer in daily and in-depth contracts" are among these rules. Of course, this list can be completed or changed in different circumstances. Today, in cross-border and international commercial and industrial activities, more than local and domestic factors, the nature and specific requirements of these activities, as well as the major players in these fields (multinational companies and specialized institutions) play a role.

This article seeks an appropriate response to the issues that the parties to international shipbuilding contracts struggle with and they are lawsuits arising from disputes related to the manner of risk distribution in these contracts as well as the variety of associated cases and their referral to arbitration tribunals or international courts. Identifying existing or perceived risks in international shipbuilding contracts and the quality of management and distribution of these risks among the contracting parties have a significant impact on the life and survival of the contract and on achieving the desired result and the ultimate goal of the contract. A wide range of financial, legal, political, technical and economic risks are involved in the contract, the distribution of which must also be detailed. besides, national, regional and international legal rules and requirements in the field of maritime standards restrict and regulate the freedom of will of the parties. The main risks include design, technical or qualitative risk and financial risk. The effects and guarantees of each of these risks vary and the way out of them should be foreseen in the clauses of the contract or other similar documents in the light of the principle of sovereignty of the will and it should also be specified which party bears the burden of these risks. Risk, as the case may be, is borne by the party to the contract who has the greater capacity, power and from technical, legal or financial point of view has the capacity to compensate and procure it. Depending on the case, the design risk is borne by the design provider (owner, builder or design consultant), technical or quality risk is borne by the builder until the end of the warranty period, and financial risk is borne by the financing applicant

transportation through pipelines is one of the emerging ways of transporting materials and goods in the world, which is in the center of attention day by day due to its special and unique advantages and capabilities in moving materials such as oil, gas and other condensates. The growth and development of the transport sector is placed in the countries. But this method may cause damages that will result in civil liability.

The present research was carried out using a descriptive-analytical method.

The relevant rules in the field of responsibility of the carrier in the field of oil and gas transportation through pipelines in Iran's legal system and also in the international legal system are not very developed. We are general transporters. In the transportation of oil and gas through pipelines, the nature of the transportation contract in commercial law also applies to it in such a way that according to the contract concluded between the shipper and the carrier of the cargo (oil and gas), the carrier is required to comply with all the provisions of the agreement. is in the contract, and if he has been negligent in this regard, he is responsible for the consequences and damages caused by this failure, unless the damages were caused by factors outside of his authority (such as the authority of Cairo), in which case he is also required to To prove this external factor is for exemption from responsibility.

Development, use and transfer of environmentally sound technologies, especially from developed to developing countries, is recognized as an essential step to meet and respond to environmental challenges, protect the environment and prevent its degradation. Since these technologies are protected by intellectual property system, Countries with these technologies often reluctant to transfer these technologies to developing and less developed countries easily. Thus, intellectual property rights can make it difficult to transfer environmentally sound technologies to countries in need by granting an exclusive right to the right holder. The purpose of this research is to provide solutions to remove transfer barriers and adapting this system to the needs of developing countries and facilitate the transfer of technology to these countries. The result of this research shows that use the flexibility and capacity of intellectual property rights such as compulsory licensing, Exceptions to Patent Rights, Parallel Importation, Exceptions to the possibility of receiving a patent and pay more attention to the situation of developing countries adapts the intellectual property rights system to the needs of developing countries and facilitates the transfer of environmentally sound technologies to these countries.

After conclusion of upstream agreement, the International Oil Company (IOC) may be required to carry out upstream operations with the participation of the National Oil Company (NOC). As a result, after the conclusion of upstream agreement, a joint operation agreement is concluded between the NOC and the IOCs and a participating interest is allocated to the NOC. By allocating a stake to a NOC, one should expect the obligations and risks of the IOC in the upstream agreement to be transferred to the NOC, which in fact means a reduction in the IOC’s obligations under upstream, but this is contrary to the upstream agreement. Since NOC’s cannot participate in operations as a real partner like a petroleum contractor, it is a question of how financial arrangements should be designed so that a NOC can accept participating interest in the joint operating agreement without accepting a commitment or risk. Accordingly, the participating interest of NOC is in the form of a carried interest, meaning that the NOC’s share of costs up to a certain point (often commercial discovery) is borne by the IOCs and after that point the NOC reimburses all previous expenses in cash or the expenses are recovered from NOC’s entitlements.

By considering the complexities of seaborne carriage of crude oil on the one hand and the traditional restrictions of voyage charter parties from the other, this Article tends to study the effects and the number of contractual flexibilities of under-investigation standard forms of agreements on the charterers’ legal obligations in crude oil voyage charters. Investigation of mostly used standard forms of charter party agreements including BPVOY4, SHELLVOY6 and ExxonMobil VOY2005 indicates that charterer obligations in those agreements, in the light of high bargaining power of voyage crude oil charterers due to the reasons such as high price of crude oil in comparison with other cargos and even in comparison with  price of tanker itself and the strategic nature of crude oil in contrast with other cargos, has taken distance from its traditional strict framework and has found remarkable flexibilities.

Due to policies and laws changes and territorial legal protections expansion, researchers have encountered obstacles to collaborate with other researchers in other countries including regarding stakeholders’ satisfactions and the vague legal status. In the research, an attempt was made to analyze the required measures for removal of international scientific collaborations obstacles. The most important solution in this area so far were combining advanced technical tools such as smart contracts with the principles of property to reduce transaction costs which can be a good guidance practices to cooperation as much as possible between law, traditional solutions and technology to reduce transaction cost.

Since the national wealth of oil-rich countries including Iran is connected to petroleum resources, these countries attempt to make their fiscal regimes and licensing system more attractive to international oil companies and investors. On the oil company side risks and uncertainties in oil and gas exploration and production are important challenges when deciding between different projects. This paper identifies the uncertainties and risks present in all stages of an oil and gas development project. Each of the identified risks is quantified using sensitivity analysis. Comparing contractual parameters of Iranian Petroleum Contracts with those of Iran’s buy back contract and other selected oil contract models in the Middle East including Qatar’s production sharing agreement and Iraq’s technical service contract, the paper proposes some changes to the contractual parameters of the Iranian Petroleum Contract. We notice that the amended contract reduces risks both for investing company and IranAfter applying the mentioned amendments, the standard deviation measured for the financial indicators of both the government and the investor was reduced confirming the reducing of contractual risks and improving the contract performance for both parties. In addition, all persons involved in preparation and implementation of Iranian petroleum contract whether as the first or the second party agree with the proposed amendments.

One of the traditional ways which are used to support the production of domestic goods and services, drafting and implementation of the local content requirement. The government’s intervention in the market through obliging the persons to utilize the domestic products has been reflected in different laws and regulations and independently has been enacted in 1997, 2012 and 2019 in Iran. In this article, it will be discussed that the ideal legislation on this matter is subject to which requirements. This article concludes that using legal instruments for obliging persons to utilize the local products is subject to existence of social and economic justifying reasons. In case of existence of such reasons, the law shall be drafted in such a manner that while meeting the requirements of the rule of law, on one hand, the problem of quasi domestic monopoly is prevented from being formed, and on the other hand, it does not give rise to a situation in which the local producers can supply their occasionally-poor goods and services at the cost of the whole economy and at the same time, lose their ability to compete with the foreign producers.

Quality of public administration based on the quality of the institutions, which determines the abundance of natural resources can be blessing or curse. To avoid the impact of the abundance of natural resources on the low institutional quality of countries, good governance theory can be used. This paper has been arranged in two sections by a descriptive analytical method. The first part is devoted to how this theory is applied in the oil sector. It is clear that good governance requires good regulation for public policy purposes. Therefore, while explaining the concept of good regulation, its position along with public policy is considered as the functions of good governance of the oil sector. The good regulation of this section also begins with the establishment of a regulator government and with the help of sectoral regulatory bodies evolves with regulatory governance. In the second part a good regulation will be considered in the good governance of Iran's oil sector. As a policy recommendation, the findings of this research show; with a paradigm shift and departing from the previous pattern of statutory regulation, good regulation of Iran's oil sector will be achieved by co-regulation (statutory regulation through the addition of self-regulation).

Upstream oil contracts, like any other contract, are made up of at least two parties. The parties to the upstream oil contracts consist of a reservoir government or the National Oil Company and the International Oil Company. Each party tries to get the most points and interest from the mentioned contracts. Investors or international oil companies try to recoup the costs incurred along with their expected profits during the contract period, and instead the National Oil Company or the reservoir (employer) government tries to maintain production in addition to maintaining production. And to prevent serious damage to the oil reservoir, to manage the amount of revenues from oil revenues in such a way that the contractor or the international oil company does not have any revenue and on the other hand, the interests of the country owning the reservoir are preserved. This concern has caused the model of upstream oil contracts to move from concessions and participation in production to service contracts. In this regard, the employer or the government that owns the reservoir, in order to preserve the natural resources and to monitor the performance and expenses of the International Oil Company, shall include supervisions in the upstream contracts in its favor. Examining the employer supervision in Iran's cross-selling oil contracts and the new Iranian oil contracts called IPC will lead to a better understanding of the effectiveness of these conditions to protect the country's interests. Employer supervision in cross-selling contracts is significantly better than Iran's new oil contracts.

Under Iranian legal regime, investment of private sector including Iranian and foreign companies, in upstream oil and gas activities is only allowed through conclusion of contracts with National Iranian Oil Company (NIOC). As petroleum contracts could be divided into concessions, production sharing or service contracts and each also has its varieties, this question arisen whether Iranian law has allowed a specific form of contract or not. In this paper, with regard to governing laws and regulations we conclude that the legislator has not recommended any specific upstream contract and it vested selection of the appropriate forms of contract in Ministry of Petroleum which shall conclude upstream contracts based on legal conditions.

The New York convention about recognition and enforcement of foreign arbitration awards yet accepted by 156 countries and prepared the huge network all around world for enforcement of arbitration awards. Nevertheless, the unique status of it in sphere of international commercial awards, the convention simultaneously with technologies development don’t updated and how utilization of it for enforcement of online arbitration awards caused the legal challenges. however, in national level, the most countries, take validation to electronic documents and recognize the arbitration according to electronic transactions but ulterior to it in international sphere and when the debate of enforcement of such arbitration poses in other countries base on New York convention, the matter has no clear legal status. The present article we study the mentioned matter that enforcement of electronic arbitration awards in framework of New York convention encountered with legal challenges. With study the trend of New York convention and other codes of countries namely. The code of commercial electronic, this article come to this result that notwithstanding to immense challenges, with some facilities, there is the possibility of recognition and enforcement of electronic arbitration awards in framework of New York convention.

The devaluation of money in Iran has led to interference in determining the precise extent of the liability of a debtors in responsibility of devaluation of money in contractual and non-contractual obligations. Lawyers and jurisprudents will not consider the new dimensions of changes in the nature of money in their analysis. Contemporary jurists simply based on the rule of qimi and mithli deal with the problem of devaluation to of money. But others have deepened the analysis and analyzed the money at a specific time and over time. In this research, we are looking for the question of whether it is relevant to compensate for the devaluation based on the rule of compensation in Imamia jurisprudence. In this regard, we use the descriptive-analytical method to analyze that the jurists have outlined for the enforcement of that rule. The results show that the rule of qimi and mithli about credit money does not have adequacy and for devaluation of money according to the rule of alal Yad and ehsan are more efficient.

In the last decade shale oil and gas reserves which were formerly not considered as oil and gas resources, with the advent of technology and the possibility of economic exploitation are considered as new energy reserves. This event is referred to as the "shale revolution" in the oil and gas industry. One of the mechanisms of risk management is the use of legislative and regulatory methods. In this paper, with regard to the experience of the countries active in this field, the control and management of shale project risks through legislation and regulation has been studied. To succeed in such projects in Iran, this paper concludes that the legal framework for the exploration and exploitation of shale reservoirs should first be established by the legislator and an institution composed of the Ministry of Oil, the Ministry of Energy (the water sector) and the environment should be established as the "regulator institution" Which can make necessary provisions in this area, grant licenses for exploration and extraction, and then oversee exploration and extraction operations in accordance with the laws and regulations