John Gilbert
John Gilbert is co-chair of Bracewell’s international arbitration practice and is based in its London office. John resolves disputes across the energy sector through litigation, arbitration, expert determination and mediation. He advises on a broad range of disputes related to oil and gas exploration and production, the construction and operation of pipelines and the downstream sector. John has particular experience representing clients locked in disputes over gas sales agreements, including price reviews and on the operation of take-or-pay provisions. In addition, he advises on a broad range of disputes relating to power generation, both conventional and renewables.
John has also represented clients in issues concerning ESG, including matters concerning business and human rights, anti-bribery and money laundering obligations and on conducting investigations. For six years, John previously served as in-house counsel in the dispute resolution team of an oil and gas supermajor.
John is one of the authors of Joint Venture Disputes in the Energy and Natural Resource Sectors, published by Oxford University Press.
Practice Area
Panel
- Contributing Author
Experience
- Herbert Smith (1998 - 2007)
- BP plc (2007 - 2013)
- Pinsent Masons (2013 - 2015)
- K&L Gates (2016 - 2017)
Membership
- Fellow, Chartered Institute of Arbitrators
- Association of International Energy Negotiators
Qualifications
- Solicitor (2000)
- Solicitor Advocate (2007)
Education
- St Catharine’s College, University of Cambridge (1994-1997)
- Nottingham Law School (1997-1998)
7 Contributions by John Gilbert
PRACTICE NOTES
Corporate joint venture deadlock in 50‑50 and majority‑minority JVCs: JVA mechanisms, escalation, ADR, buy‑outs, derivative claims, unfair prejudice and just and equitable winding‑up
This Practice Note pinpoints, from a practical standpoint, the first matters to assess when an intractable dispute arises between parties to a corporate joint venture (a joint venture company, or JVC), whether a 50-50 vehicle or one with majority and minority participants. Such disagreement can produce managerial deadlock within the JVC, activating the prescribed deadlock resolution procedures set out in the joint venture agreement (JVA). In other instances, the issue may give rise to redress under the Companies Act 2006 (CA 2006) or, potentially, a broader contractual remedy at common law.
Scope of this Practice Note on corporate joint venture disputes
Where the joint venture (JV) relationship is constituted via a JVC, the primary documents to review when tackling any dispute or issue relating to the JVC are the JVA and the JVC’s articles of association. Although the substance of disputes may resemble those in other JV structures, additional considerations arise that are specific to JVCs. Certain disagreements can result in deadlock that prevents the JVC from functioning effectively, in which event the JVA will usually...
Dispute Resolution
PRACTICE NOTES
Energy disputes: starting cross-border claims—practical guide to governing law, jurisdiction, service, arbitration or litigation, enforcement, state immunity, multi-party issues, evidence and stakeholder management (England and Wales)
Disagreements in the energy arena can be highly intricate. Owing to project locations, the parties’ nationalities, and the choice of forum or governing law, many matters are inherently international and raise cross-border considerations. A single dispute may spring from multiple contracts and involve more than two participants. Often, governments or state-owned bodies are involved, adding another layer of difficulty. Given the breadth of this field, this Practice Note concentrates on practical considerations when commencing a claim and does not delve into specific substantive issues for any particular case. For an overview of the key points to consider, see: Starting a claim in an energy dispute—checklist.
Energy disputes—examples and hypothetical scenario
The types of disagreements that fall within the scope of energy disputes are extensive. Typical illustrations include:
a dispute between parties to a joint operating agreement for an oil and gas field concerning whether a drilling programme had obtained the requisite approvals under the contract
...
Energy
PRACTICE NOTES
Joint venture disputes in England and Wales: practical guide to contractual and implied duties, corporate deadlock, remedies and exits, statutory routes, jurisdiction, disclosure preservation and settlement
Practice Note
This Practice Note sets out the principal practical factors to address when encountering a possible joint venture (JV) dispute. It is applicable to every type of JV structure, with further points arising where the JV relationship is constituted through a joint venture company (JVC). From the outset, indeed, recognise that embarking on a JV in the first instance ordinarily demands substantial planning and effort on the part of the JV participants, who have decided to partner with one another for mutual advantage, typically by pooling cost, resources and experience. When a dispute threatens, your client must reflect carefully and precisely on what it is trying to achieve and whether the ultimate objective is for the JV to continue, so as to capture the benefits of all the time and money invested in establishing it, or whether there are sufficiently strong reasons to be ready to see that investment lost if the JV is dissolved or your client departs from it. You should also weigh the full ramifications of terminating or exiting the JV, particularly where the consequences extend beyond the immediate project for which the JV was created in the first place...
Dispute Resolution
PRACTICE NOTES
Majority–minority corporate JV disputes in the UK: practical guidance on deadlock, notice and quorum issues, buy-out mechanisms, directors’ duties, derivative and unfair prejudice claims, ADR and exits
This Practice Note outlines the principal points to weigh up when you are advising a client after an issue or the prospect of a dispute has emerged in the running of a joint venture. Here, the joint venture (JV) has been set up through a private limited company, namely the joint venture company (JVC). It should be considered alongside Practice Note: Corporate joint venture dispute—dealing with deadlock: initial considerations. For broader direction on handling a threatened dispute in the JV arena, also refer to Practice Note: Joint venture disputes—how to respond.
Joint venture company disputes—initial considerations
Whichever form is chosen to create the JV relationship, the joint venture agreement (JVA) sits at the heart of that relationship, defining each party’s duties to the other and providing obligations they may enforce against one another. Plainly, the JVA is a contract between the parties and, accordingly, construing its terms calls for application of the orthodox principles of contractual interpretation. For assistance, see: Contract interpretation—overview...
Dispute Resolution
PRACTICE NOTES
Upstream oil and gas projects: structure, key contracts, dispute resolution and common disputes
Upstream oil and gas ventures established under a licence to explore, develop and/or produce hydrocarbons are typically assembled through multiple contracts, many of which feature arbitration clauses. Such ventures require substantial capital and give rise to long-term projects (and therefore long-running contracts) in which states and businesses hold major stakes. As a result, when disputes arise, mirroring the scale of the investments, they often involve significant amounts and must proceed swiftly to prevent any interruption to production.
This Practice Note sets out a typical project architecture, flags the principal contracts, the usual dispute resolution mechanisms they include, and the categories of disputes that may emerge. It also touches on some of the more difficult issues that can arise when resolving these disputes. This Practice Note should be read alongside Practice Note: Arbitration in the energy sector.
Structure of projects
The diagram below depicts a common configuration for upstream projects. Items shown in rectangular boxes denote contracts, while those in ellipses indicate project participants. The diagram is simplified, but it highlights the core contracts and their interrelationships. It aims to show their alignment within the overall framework and the links between them, from start to finish clearly...
Arbitration
CHECKLISTS
Energy sector dispute claims: claimant checklist on cross-border issues, forum selection, sovereign immunity, evidence, disclosure, pre-action protocols, stakeholders and enforcement (England and Wales)
This Checklist
This Checklist sets out the principal matters to weigh when advising a potential claimant on pursuing a claim in an energy dispute. It spans a broad spectrum of disputes, the common thread being their basis in the energy sector, embracing claims linked to oil and gas exploration and production, the design, construction and operation of facilities that process and transport hydrocarbons, together with the generation of power and the sale of energy. By their nature, energy projects are typically intricate, multi-layered and frequently involve international elements. Accordingly, it is prudent from the outset to work with a clear checklist that captures every general and specific issue that must be addressed when managing such a dispute. For further guidance on responding to both energy disputes and attendant litigation, arbitration and ADR guidance, see the links to our related content on the right-hand side of this page. This Checklist should be read alongside Practice Note: Starting a claim in an energy dispute—a practical guide.
Action Comments Consider any cross-border issues
Given the likely international element(s) to the dispute, you will need to consider at the outset:
the applicable (or governing) law of the contract(s)...
Energy
CHECKLISTS
Terminating or exiting joint ventures: practitioner checklist on routes for corporate and unincorporated JVs, including share transfers (tag/drag), expulsion, deadlock, unfair prejudice, winding up and insolvency consequences
This Checklist
This Checklist highlights the different avenues for bringing a joint venture (JV) to a close or facilitating an exit, and the factors to weigh depending on the pathway chosen. For guidance on addressing a JV dispute, see Practice Note: Joint venture disputes—how to respond. For further detailed guidance on terminating joint ventures where a specially created or nominated joint venture company (JVC) is involved, see the following Practice Notes:
Termination—corporate joint ventures
Tax implications of operating and terminating a joint venture company
Corporate joint venture dispute—dealing with deadlock: initial considerations
Majority-minority joint venture dispute—a practical illustration
Entering a JV relationship usually calls for significant planning and effort from the JV parties, who opt to work together for mutual advantage (often by sharing cost, resources and expertise). You will need to assess the full ramifications of ending or exiting the JV, including whether there are sound reasons to be prepared to see that investment lost if the JV is to dissolve or your client withdraws. You will also need to consider whether there are knock-on effects beyond the specific project for which the JV was established...
Dispute Resolution
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