Partner | Vinson & Elkins
Boyd G. Carano
Partner | Vinson & Elkins
Number of years practice: 32 Law school attended: Georgetown University Law School Languages spoken: English Principal practice areas: Energy Transactions and Projects Admissions: California, District of Columbia, New York, Texas
What have been three of your career highlights in Mexico to date? I have been advising clients on their investments and other activities in Mexico for almost 24 years. Although there are many deals I consider to be career highlights in Mexico, recent energy reform is generating some of the most interesting and important transactions I’ve been involved with to date. Of these, the following have been made public: 1. Talos Energy LLC’s successful bid (as part of a consortium with Sierra Oil & Gas, S. de R.L. de C.V. and Premier Oil plc) for two offshore blocks in Mexico’s first hydrocarbons auction, as well as drafting and negotiating one of the first, if not the first, joint operating agreement for oil and gas interests in Mexico (at least since the 1938 nationalization). We worked closely with Talos’ in-house legal team to negotiate and document the joint bidding arrangements for the consortium (as well as the JOA), assist in tax structuring and investment treaty protection planning, advise on the bidding guidelines and terms of the PSC, and form the holding company structures. 2. Riverstone’s structuring of, and an investment in, Sierra Oil & Gas. This transaction resulted in Mexico’s first independent E&P company and is a model for private equity investment in Mexico’s oil and gas industry. 3. Stone Energy Corporation’s structuring and preliminary negotiation of a proposed unitization of its US federal offshore lease with a Round Zero interest held by Pemex in Mexico’s exclusive economic zone. Although work is currently suspended, it would be the first unitization under the 2012 US-Mexico Agreement Concerning Trans-boundary Hydrocarbon Reservoirs. What differentiates your practice from that of other private practice lawyers? Beyond our recognized leadership in the global energy industry, V&E lawyers have worked for decades on diverse projects in Mexico, including landmark energy, infrastructure and finance transactions and disputes. We therefore understand the issues that Mexican counterparties are likely to focus on and how to resolve them, and have a long track record of working seamlessly with Mexican counsel. Close coordination with other V&E specialists is also fundamental to my practice. For example, our tax team is adept at handling cross-border structuring issues arising in Mexican transactions by global private equity funds, as well as international energy companies. Optimal cross-border structuring also involves teamwork with our IDR lawyers on investment treaty planning, as well as stress-testing governing law and dispute resolution options under different scenarios. Through our London office, we routinely draft and execute transaction documents under English law (which is frequently chosen as the governing law on major cross-border transactions in Latin America). Why has Mexico been a particularly strong focus for you? I received a degree in Latin American History and Diplomacy from Georgetown’s School of Foreign Service before law school, have always had a keen interest in Mexican economic, political and cultural matters, and lived and worked in Mexico City from 1993-1997. For many years, my upstream work has been concentrated in other countries – most significantly Brazil, but also Venezuela, Ecuador and Colombia – and it is gratifying to have the opportunity to utilize this experience in Mexico as a consequence of its historic energy reforms. What are your predictions for change in the US-Mexico relationship? I am confident that the relationship between the US and Mexico will strengthen in the medium term, partly because of mutual interest in adjusting old policies so that they continue to serve the economic and strategic interests of both nations, and partly because it will be more rational – reflecting the real benefits each country offers the other in international trade, manufacturing value chains and investment opportunities. Is there a key economic factor or trend you regard as likely to impact the Mexican legal sector over the next 18 months? The continued impact of opening of the energy sector to private investment – both because of the increased transaction flow, as well as the need to adapt international legal structures and techniques (in use by the industry elsewhere around the world) to the Mexican market and to Mexican law. For example, we recently advised a client in modifying the AIPN Model JOA for use by parties in two Round 1 investment contracts. This requires thinking hard about the underlying risk allocations and commercial objectives, and then collaborating with Mexican counsel to identify and adapt local law techniques and remedies to achieve a similar outcome. Are there any sectors you regard as likely growth areas for the Mexican market over the next five years? The enormous amounts of capital and complex financial structures used to deploy such capital for energy infrastructure investment will impel growth in the Mexican financial sector, as will the knock-on effect of abundant and lower-cost energy supplies on Mexico’s increasingly formidable manufacturing and industrial sectors.