Corporate Law News

Seismic survey company TGS-NOPEC Geophysical Company (TGS) said it will acquire rival seismic survey company Spectrum ASA.The transaction is expected to be completed as a statutory merger pursuant to Norwegian corporate law between TGS and Spectrum, with merger consideration to Spectrum shareholders in the form of 0.28x ordinary shares of TGS for each Spectrum share, in addition to a cash consideration of $0.27 multiplied by the Exchange Ratio subject to the transaction closing after the ex-date for the TGS dividend payable in th third quarter of 2019 (expected to be early August 2019).Definitive merger documents are expected to be entered into during May…

A challenging offshore environment produces a different but equally difficult development. Will you be ready when it comes to your fleet? Unfortunately, our industry continues to suffer due to the depressed oil prices that started in 2014. When the price of oil initially dropped, the industry’s outlook remained positive, and I remember hearing the mantra: “Stay lean for 2015.” Everyone thought that oil prices would rebound in short order and that we were only weathering a short downturn.

For operational purposes, it is critical to know what type of employees you have on your vessel. Failure to do so could be expensive. As vessel operators, we pay close attention the provisions of the Jones Act and how they affect the operation, crewing and administration of our marine-based operations. A determination that your vessel-based crews are seamen under maritime law creates a different employment relationship when compared to employees designated as longshoremen or land-based employees.

Effective leadership and a safety management system are the keys to success. Failure to lead has consequences. Over the last 20 years we have seen a dramatic shift in the way that our industry operates. When I started practicing law, many companies looked at safety planning as a balancing act where you weighed the costs associated with safety against the costs associated with working through employee claims. Unfortunately, our employees often ended up on the losing side of the balancing test. The industry goal seemed to be completing the task at hand, regardless of the risk.

The tightening of the marine markets over the last two years have pushed some companies to do everything that they can to avoid obligations that they feel are burdensome or take advantage of obligations that provide them with a competitive advantage. Unfortunately, many of these agreements were crafted during happier times, by employees who were motivated by simply closing the deal and without any real regard for the legal technicalities of the agreement. However, as the market has changed, these contractual details can have a long term lasting impact upon your company.

Demanding assurance pursuant to the UCC may save you from sinking on someone else’s ship. Vessel operations require a large network of companies that come together to keep the entire business chain – including yours – running smoothly. Keeping the lights on and the boats running requires agreements with banks, investors, shipbuilders, component manufacturers, designers, technical specialists, repairmen, suppliers, agents and countless other entities. Many of these agreements involve relationships that have developed over time during differing market conditions.

We all can agree that the safety of our employees is critical; if not the most important concern of each of our companies. Our marine-based employees face day-to-day perils that are not encountered by the average American office worker. It is our duty to do everything that we can to ensure that each of our employees returns safely to his or her family once their hitch is over. Our industry has made great strides in improving safety over the years by utilizing improved training programs, safety policies and safety programs.

Secretary of the Interior Sally Jewell today named Abigail Ross Hopper as the Director of the Bureau of Ocean Energy Management (BOEM), which manages the development of our nation’s conventional and renewable energy and marine mineral resources on the Outer Continental Shelf. Hopper currently serves as the Director of the Maryland Energy Administration and will assume her new position on January 5, 2015, as the second director in BOEM's history. Hopper will take the helm from Acting Director Dr. Walter Cruickshank, who has been serving since former Director Tommy Beaudreau became Chief of Staff to Secretary Jewell in May 2014. “Abigail Hopper’s knowledge of the energy sector…

Creditors of Brazilian tycoon Eike Batista's Oleo e Gas Participacoes SA approved a restructuring plan for the oil company that could lead to a quick resolution of the largest bankruptcy in Latin America's history, lawyers said on Tuesday. The plan was approved by creditors holding 90 percent of the Rio de Janeiro-based company's nearly 12 billion reais ($5 billion) of unpaid obligations. If a judge approves, creditors will swap debts for about 90 percent of Oleo e Gas stock, said Ricardo Knoepfelmacher of Angra Partners, the consultancy that handled talks with creditors. The judge's approval is expected within days, he said. Creditors include Newport Beach…

Louise M. DuVall, the first woman to serve on the Long Beach Board of Harbor Commissioners, died Saturday, April 19. She was 93. She was appointed to two terms on the Harbor Commission, serving from Feb. 6, 1979, to July 18, 1990. She advocated for women to rise in the legal profession and the maritime industry. “Louise led the way and broke through barriers for other women who would follow,” said current Harbor Commissioner Susan E. Anderson Wise, also an attorney, who speaks regularly to young career women about how DuVall inspired her.

Do they save you time, money, and aggravation? Over the last decade, the legal community has embraced alternative dispute resolution modalities, such as mediation and arbitration, as tools to resolve disputes between litigants. Both of these options can be very effective in quickly resolving claims. That said, it is prudent to consider other methods before entering into any such agreement. Mediation and arbitration can be very positive for the company, but blindly agreeing to arbitrate a claim may cost your company hundreds of thousands of dollars in costs…

Tara Leiter, an attorney at Blank Rome LLP, collaborated with John A.C. Cartner (United States Coast Guard shipmaster and lawyer) and Richard P. Fiske (retired U.S. naval captain and attorney with John Cartner at Cartner & Fiske LLC) to author the recently released legal treatise The International Law of the Shipmaster. Released in the IMO’s declared Year of the Seafarer, the book is designed to identify and explain the complexity of the legal position faced daily by today’s shipmasters…

MAN Diesel SE and MAN Turbo AG are to work more closely together in future with the aim of forming a merger with each other under corporate law. By combining the product portfolios, the merged company will strive for further growth and a stronger position in its respective market segments. “This will allow the MAN Group to combine the engine and power plant expertise of the Diesel Engines business area with the compressor and turbine technology of the Turbomachinery business area to form a strong Power Engineering unit for the long term,” said Håkan Samuelsson, Chairman of the Executive Board of MAN SE. MAN Diesel provides large-bore diesel engines for use in ships and power plants, while MAN Turbo specializes in the development and construction of compressors, gas and steam turbines.

Anyone planning to build a vessel in a U.S. shipyard, and any U.S. shipyard planning a shipyard improvement project, should consider using the Title XI program to finance the project. In a nutshell, the Title XI program is a loan guarantee program under which the U.S. Government guarantees bonds issued or a bank loan extended to finance the construction of a vessel in a U.S. shipyard or a U.S. shipyard improvement project. At first glance, the Title XI program looks very attractive. It enables the borrower to borrow more money at a significantly lower interest rate over a much longer period of time. There are, however, significant costs associated with using the Title XI program. So how does one determine whether it makes sense to use Title XI financing for a particular project?

The Advisory Board of the Liberian International Ship & Corporate Registry (LISCR), at its inaugural meeting, held in conjunction with the Annual Conference of the Connecticut Maritime Association, in Stamford, Conn., has set a positive agenda designed to drive forward the Liberian Registry's goal of achieving excellence in standards of quality and service. In his address to the CMA's lunch, Board chairman Rex Harrington reported that the Board had welcomed a number of developments but had also addressed critical issues facing the industry. The Board has set itself and LISCR a timetable to monitor progress and to ensure that the Liberian Registry continues to be the industry leader.

By Brett M. On July 1, 2004, the new port facility and vessel security requirements contained in the International Ship and Port Facility Security Code ("ISPS Code") became effective.1 The ISPS Code is implemented through Chapter XI-2 of the International Convention for the Safety of Life at Sea ("SOLAS"). Compliance with the ISPS Code is mandatory for the 148 countries that are "Contracting Parties" to SOLAS.The ISPS Code imposes security requirements on port facilities and the owners and operators of vessels subject to Chapter XI of SOLAS. In very general terms, these security requirements involve development, filing and approval of a port facility security plan ("PSP") or ship security plan ("SSP") that satisfies the requirements of the ISPS Code…

Rydex Corporation Limited, an Inmarsat Ventures subsidiary has appointed of Paul Jolley as sales director effective as of 12 August 2002. He has extensive practical and commercial expertise within the Maritime industry. After leaving school he trained and served as a Deck Officer for eight years. before being promoted into the commercial division. qualified as a lawyer, (non-practicing). company. Paul is aged 41, married with one Daughter aged 11. hill walking and renovating old properties. “Joining Rydex is everything I had hoped for. the market place. team, will tirelessly pursue.