IMO2020 and Bunkers: JVs turning challenges into opportunities
The following article discussing JVs between ship owners and commodity firms has been written by Victorian Green and Nick Purnell of international legal firm Clyde & Co; it has also been shared with Manifold Times:
The implementation on 1 January 2020 of the global sulphur cap on marine fuels is expected to give rise to potential opportunities and risks in relation to issues such as the availability of marine fuels, the quality of marine fuels, increased cost and availability of credit, and price volatility. In response to these issues, the Marine team at Clyde & Co is seeing an increased prevalence of joint ventures in the marine industry between ship owners and commodity traders, driven by a desire to utilise economies of scale, pool resources, and improve competitiveness.
We have also seen an increase in joint ventures established in the marine industry and bunker market to enable knowledge sharing between entities, both to enable one partner to enter a new geographical market as well as to enable a partner to expand its skills and experience in a market sector through a joint venture with an established supplier.
Whilst there are clear benefits to joint ventures, it is important to be cognisant of and protect against the risks when entering into such an arrangement. Building a successful joint venture arrangement requires clear agreement at the outset on the venture's objectives.
Key considerations include:
Consideration as to where to incorporate the joint venture company and which law should govern the transaction documents may be required. Given the international nature of the marine industry, decisions will be driven by matters such as each party's tax considerations, their own countries of incorporation/operations and the location of the joint venture's assets.
2. Control and Restrictions
How will the joint venture be managed on a day to day basis? Will the directors be prevented from undertaking certain activities without consent of both shareholders? There is a delicate balance to be struck between protecting shareholders through approval provisions whilst ensuring that the joint venture company operates efficiently without expending too much shareholder management time. Often forgotten too is the culture/management style of the joint venture company which needs to be carefully considered in order to ensure smooth integration and co-operation. Will the joint venture company be restricted from any activities? For example, the parties may wish to prevent the joint venture from directly competing in any way with its shareholders.
3. Contribution of Assets
What will each party bring to the table? Will this be tangible assets, cash, or otherwise? If one party's contribution is knowledge/experience, how can this be valued? Are there any implications of one party transferring knowledge or assets to the joint venture (for example, IP, or tax implications)?
How will the joint venture company be financed? If, as is common, in addition to each party's equity investment, third party debt is also required, consideration will need to be given to how security will be provided. This will generally be limited to the vessels themselves. If one or both parties are also to provide debt, discussions around how to protect that financing will be required, particularly where third party debt is also provided, which will generally have priority.
Joint venture partners will be required to share confidential information with each other in forming the joint venture. Each may discuss matters such as their financing arrangements, accounting positions and assets among other things. It is important to consider how to protect this confidentiality.
Key to the extraction of profits is the mechanism for how the joint venture company decides how and when any distributions will be paid. This requires discussion at the outset and a specified dividend procedure.
How and when will either party be permitted to sell its shares in the joint venture company? Will there be circumstances where either party will be forced to sell its shares in the joint venture company? Can one party buy out another company in certain circumstances and should the other party have a right of first refusal? Will a contributing party be entitled to have its contributed assets returned to it? Consideration of future scenarios should be given at the outset so as to account for the various exit routes with detailed exit and buyout procedures in the joint venture agreement.
Joint ventures provide clear benefits but require careful consideration of the various commercial and legal aspects to ensure that the agreements reflect each party's requirements and will last the course. With its market leading Marine team, specialism in the bunker market, and significant experience in international marine transactions, Clyde & Co is well placed to assist with the intricacies of joint ventures in a marine context.
Source: Clyde & Co
Published: 13 September, 2019
U.S. court fines Singapore-based Unix Line USD 1.65 million over oily waste discharges
Company also placed on probation for four years and ordered to enforce a comprehensive Environmental Compliance Plan as a special condition of probation.
Jungwon Maritime faces winding up application from Eastern Navigation Pte Ltd
Bunker trading house Praxis Energy Agents Pte Ltd has earlier initiated a winding up application against Jungwon Maritime at the High Court in Singapore in 2019.
U.S. Treasury sanctions oil trading firms for allegedly facilitating Iranian regime
Petro Grand FZE, Alphabet International DMCC, Swissol Trade DMCC, Alam Al Tharwa General Trading LLC, and Alwaneo LLC Co reportedly falsified origin of Iranian petroleum.
Singapore: Inter-Pacific Group files for winding up application at High Court
Winding up application directed to be heard before the court sitting of the High Court of the Republic of Singapore at 10:00am on 27 March.
PetroChina International (Singapore) Pte Ltd winds up CV Shipping Pte Ltd
CV Shipping is believed to be a 50/50 joint venture between PetroChina International (Singapore) Pte Ltd and Petróleos de Venezuela, S.A. (PDVSA).
Malaysia: Crew of two Mongolian-flagged oil tankers fined by Johor Court
Skippers of both vessels pleaded guilty and were fined MYR 20,000 at the Kota Tinggi Courthouse; vessels to be released upon payment of fines.
Malaysia: MMEA detains oil tanker and two Singapore-registered supply boats
All three vessels were caught in an alleged illegal ship to ship operation 12.3 nautical miles east of Tanjung Balau on Wednesday morning, according to MMEA.
Malaysia: PPM confiscates “Hoe Hup 99” with 450,000 litres of diesel in Labuan
Captain of oil tanker could not produce a record for the sale and purchase of the diesel, which has since been confiscated along with the vessel.
Vietnam: Vessel with 80,000 litres of undocumented diesel oil detained
TG 90214 TS detained at the Southwest coastal area by task force of Coast Guard Region 4 Command and escorted to Nam Can Ca Mau port.
IBIA: Revision of EGCS guidelines completed
Revised guidelines on scrubber air and water discharge performance made more stringent; to be adopted after the MEPC meeting in early April.
Malaysia: Marine police seize diesel cargo worth MYR 1.5 million
Cargo vessel carrying 20,000 litres of undocumented diesel detained in Bintulu; case referred to Ministry of Domestic Trade and Consumer Affairs.
Shipping agency Armada (Singapore) Pte Ltd voluntarily winds up operations
Winding up application is scheduled to be heard before the Court sitting at the High Court of Singapore at 10.00 a.m. on 20 March 2020.
The Shipowners’ Club: Legal costs cover and IMO 2020
Maritime insurer discusses potential commercial disputes it foresees post IMO 2020, and outlines response parameters for legal costs covers.
Brazil: Condition of “MV Stellar Banner” stable after grounding, says navy
Stakeholders remain in close coordination to resolve the incident as soon as possible while obeying safety rules and procedures, says Brazilian Navy.
Cambodia: Cameroon-registered tanker “MT Courageous” detained
3,912 dwt MT Courageous with 16 crew onboard found illegally anchored in Cambodian waters by Coast Guard.
Singapore-based shipper terminates hauling Venezuela oil due to sanctions
Mercantile & Maritime iterates stance as a group operating in full compliance with trade laws and maritime regulations.
Brightoil release of outstanding financial results delayed by COVID-19
Current auditor cannot travel to PRC to perform any audit procedures on the outstanding financial results, it states.
Dry Bulk Singapore Pte Ltd filing for protection against creditors
Application under Section 211B(1) of the Companies Act to be heard before High Court of Singapore on 16 March.
Singapore-based Unix Line pleads guilty to illegally discharging bilge waste
U.S. Court sentencing scheduled for 20 March; maximum statutory penalty is six years’ imprisonment and a fine.
U.S. sanctions Rosneft Trading for brokering Venezuela crude oil deal
‘United States is determined to prevent the looting of Venezuela’s oil assets by the corrupt Maduro regime,’ says Steven T. Mnuchin.
Malaysia: MMEA detains unnamed oil tanker in Johor waters
Inspection found the ship was manned by 7 crew members, however 2 of the crew members, including the ship Master, are missing.
Impending Carriage Ban - “Legitimate” de-bunker/disposal practices
Ince & Co. outline implications of current de-bunkering malpractices that have arisen, and how to safely navigate the upcoming carriage ban.
Malaysia: MMEA detains unnamed Korean-flagged VLCC in Johor waters
MMEA states Malaysia’s territorial waters extend as far as Eastern Bank, Ramunia Shoal, and North Patch despite being beyond 12 nautical miles from nearest land.
Vietnam southwest region coast guard detains “96868 TS” over undocumented diesel
Vietnam 4th Coast Guard Region Command found 100,000 litres of undocumented diesel oil on board 96868 TS on Friday.
Malaysia: Two Mongolian-flagged tankers detained by MMEA Johor
Both tankers found sailing suspiciously close together and investigations revealed numerous violations of the law, according to MMEA.
Former Singapore bunkering firm Gas Trade (S) Pte Ltd in final creditors meeting
Meeting to be held on 25 February for updating creditors on liquidation administration and various winding up related activities.
Bulk Marine faces winding up application from The Swedish Club at Singapore court
Application for Bulk Marine, formerly known as Sino Marine Agencies, will be heard on 21 February at the Singapore High Court, say lawyers.
BSM fined $1.75 million by U.S. Court for tampering with bilge waste records
Ship management company pleads guilty to illegally dumping bilge waste, destroying and altering Topaz Express waste discharge records.
rise-x.io, DNV GL, NUS embark on project to predict illegal bunker activity
Though computer models analysing automatic identification system data to determine if illegal fuel bunkering can be detected using vessel pattern analysis.
Malaysia: MMEA detains Malaysian-flagged cargo ship “Danum 171” in Penang
Spokesman enforces Penang division of MMEA will continue constant vigilance in surveillance around island.
Malaysia: Unnamed Liberian-flagged cargo ship detained by MMEA Penang
The second arrest in 24 hours by MMEA in Penang was at 8.5 nautical miles north of Teluk Bahang; vessel had 21 crew onboard.
Clyde & Co lawyers discuss legal issues on bunker quality claims in 2020 - Part 2
Key legal discussions on 1 March 2020 carriage ban; enforcement actions against vessels; and claims under bunker supply contracts under focus.
Hill Dickinson: Ongoing LSFO sediment issues lead to bunker alerts
Bunker quality claims are not new to the industry, but these claims going global indicate an issue with the stability of low sulphur fuel.
Clyde & Co: Implications of Wuhan virus outbreak for shipping and international trade
Outbreak is increasingly putting a strain on businesses and shippers should be well armed with relevant contractual terms to ensure smooth negotiations.
Ince: Novel Coronavirus (2019-nCoV) Legal issues and Impact on International Trade & Transportation
WHO has declared the outbreak as a Public Health Emergency of International Concern and has proposed certain Temporary Recommendations be issued.
Malaysia: Taiwan-flagged cargo vessel detained by MMEA outside Malacca anchorage area
MMEA detains Master and Third Engineer of Xie Rong 12 for further investigation under Malaysia’s Merchant Shipping Ordinance 1952.
Singapore-based Target Ship Management under winding up order
Order effective 10 January initiated by Hudong Heavy Machinery Co. Ltd, Shanghai Spare Parts Branch.
Labuan Port Authority to be investigated for corruption over port tender
Complaint relates to decision making process of on-going tender to operate Labuan’s containerised port.
Standard Club: Regulation of IMO 2020 compliant fuel availability issue
In the event of unavailability of compliant fuel, members are required to document and evidence all steps taken to achieve compliance (Regulation 22.214.171.124).
Malaysia: Mongolia-flagged oil tanker detained by MMEA in Johor waters
Marine Prime being investigated over failure of meeting ‘Safe Manning Certificate’ and anchoring in a non-anchorage area without permission.
Malaysia: Cargo vessel “ANET” detained by MMEA Penang State
Netherlands-flagged cargo vessel was detained 22.2 nautical miles southwest of Kendi Island while anchoring.
Singapore oil tanker ‘Ocean Gull’ detained by MMEA Penang State
The Singapore-registered oil tanker was detained 26 nautical miles north of Penang Island while anchoring.
Shell Singapore oil heist: Third offender pleads guilty for gas oil theft
A former tanker captain pleads guilty to six counts of abetting to dishonestly receiving stolen property.
Vietnam Coast Guard detains ships over alleged illegal cargoes
HD1591 detained with 600m3 of sand cargo and BV5491TS detained with 30 m3 of diesel oil cargo on Sunday.
Commercial fuel oil samples offer ‘no legal proof’ for IMO 2020 compliance
BIMCO clarifies discord between verification procedure for statutory and commercial fuel oil samples.
MMEA detains two vessels over alleged illegal oil transfer op at Labuan
Further investigations found the ships had transferred 37,000 litres of diesel worth USD 19,000.
North Korean-flagged tanker “Nam San 8” spotted in illegal STS op
DPRK tanker conducted STS oil transfer operations on 16 and 17 December, said Japanese government.
MMEA detains general cargo ship “Bangsakao” at Penang
Maritime authorities of Penang have always been serious about enforcing the law, says spokesman.
Vietnam Coast Guard holds “Yen Dinh 0025” over 18,000 litre diesel cargo
The similar vessel was also detained by authorities about a year ago over 120,000 litres of diesel oil.
Dan-Bunkering arrested “Megacore Honami” sold at Singapore auction
The 36,955 dwt chemical and oil carrier has been sold for approximately USD 13.4 million on 18 December.
Vietnam Coast Guard detains tanker “Hai Phong 16” over diesel oil cargo
Captain unable to present invoices and documents proving the legality of 30,000 litres of product, it says.
Captain of “Prime South” jailed in Shell Pulau Bukom gas oil theft
Ship captain jailed 5.5 years from profiting in MGO theft from Shell’s Pulau Bukom refinery at Singapore.
Vitol Group acquires Sinanju Tankers Holdings; gains foothold in Singapore bunker ops
The Singapore Bunkering license holding entity has been renamed Vitol Bunkers (S) Pte Ltd and from 1 April 2020 all bunker deliveries will be carried out by Vitol Bunkers (S) Pte Ltd.
PMI Trading responds to Nustar Energy over alleged off-spec bunker fuel supply at Houston
Seeks to enforce either arbitration clause under contract or to dismiss NuStar and TPP respective liability claims, according to documents obtained by Manifold Times.
‘Minimal disruption’ to Singapore bunkering operations despite COVID-19, confirms MPA
‘We are closely monitoring the rapidly developing COVID-2019 situation while remaining committed to working with the bunkering industry to ensure minimal disruption to bunkering operations and services.’
Photo Essay: “Marine Vicky” in multi-agency emergency preparedness exercise at Singapore port
The emergency preparedness exercise involving SCDF, PCG, MPA, and Sinanju was carried out on the LNG dual-fuel bunker tanker at Raffles Anchorage on 17 March, learned Manifold Times.
Singapore bunker players continue Business Continuity Plans in response to COVID-19
Manifold Times checks along the bunker supply chain on how various companies are managing operations after the republic entered DORSCON Orange in response to COVID-19.
Survey: Singapore physical bunker players not as widely hit, despite fall in crude oil prices
Manifold Times checks with industry players on how the recent sharp fall in crude oil prices have affected each node along the marine fuels supply chain in Singapore.