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About Darren

Darren Spalding is a corporate lawyer dedicated to the energy sector. He advises clients on oil and gas M&A transactions and projects across the upstream, midstream and downstream value chain, with a particular focus on cross-border matters, having worked on deals and projects in more than 30 jurisdictions. Darren is regularly called upon to advise on, and negotiate, all of the key documents relating to the oil and gas industry, including production sharing contracts, joint operating agreements, shareholder agreements and crude oil and gas sales and transportation agreements.

Darren has been recognized as a leading M&A lawyer by IFLR1000 Financial & Corporate Guide (2017-2020). He is ranked in Chambers UK (2019-2020) and is also highly regarded by The Legal 500 United Kingdom (2014-2020) for his work in the oil and gas sector, with clients noting that he is "extremely conscientious," provides "a full suite of support," has "deep contractual expertise" and "a fantastic understanding of extremely complicated issues."

He has a deep understanding of the upstream market and commercial drivers combined with a top-level legal knowledge.
Chambers UK, 2020


Recent Notable Matters

Delfin LNG — development of the Delfin floating LNG project in the Gulf of Mexico

Ophir Energy plc — sale of its interest in Block 5 in the Salina Basin offshore Mexico, which includes the Cholula discovery, to Murphy Oil Corporation, Petronas and Wintershall-DEA

Eni S.p.A. — sale to Qatar Petroleum of a 35 percent interest in the Area 1 development in Mexico, which holds an estimated 2.1 billion barrels of oil

Eni S.p.A. — swap transaction with Lukoil in relation to the Area 10, Area 12, and Area 14 upstream shallow water production sharing contracts in Mexico under which Eni transfers to Lukoil a 20 percent stake in Area 10 and Area 14 and Lukoil transfers to Eni a 40 percent stake in Area 12

SemGroup Europe Holding L.L.C. — sale of SemLogistics Milford Haven Limited, a petroleum terminal and storage business located in South Wales, to Valero Logistics UK Limited, a subsidiary of Valero Energy Corporation

Ophir Energy plc — $2 billion floating LNG project offshore Equatorial Guinea, including host government arrangements, LNG sales agreements, chartering agreements, joint venture arrangements, project financing, and construction

Hess Corporation — $1 billion sale to ONGC Videsh of its interests in the ACG field in Azerbaijan and BTC pipeline

ConocoPhillips — $75 million sale of midstream pipeline assets

BG Group plc — acquisition from Shell of a 30 percent interest in upstream oil and gas assets in Colombia

JKX Oil & Gas plc — acquisition from, and sale to, HHE of certain upstream oil and gas assets in Hungary under an asset swap transaction

Murphy Oil Corporation — sale of its entire North Sea upstream oil and gas business, including its interests in the Schiehallion field to Shell, Mungo and Monan fields to First Oil and the Amethyst field to Perenco

VTTI Energy Partners GP, LLC — acquisition of a 6.6 percent interest for $75 million and an 8.4 percent interest for $96 million in the operating company owning petroleum product terminals in the Netherlands, Belgium, Malaysia, the UAE and the U.S.

Chevron Corporation — $1.7 billion sale to Valero of its downstream business in the UK and Ireland, including the Pembroke refinery

Keppel Group — acquisition of a 20 percent stake in Krisenergy, an oil and gas company with assets in Indonesia, Thailand, Vietnam, Cambodia and Bangladesh

BG Group plc — acquisition of a 78 percent interest and new country entry into blocks IV and VI, Mongolia

Delek Drilling L.P. and Avner Oil Exploration L.P. — project agreements in relation to the development of the Tamar field offshore Israel in connection with its $900 million financing

Rosneft — acquisition from PDVSA of a 50 percent interest in the Ruhr Oel downstream refining joint venture in Germany with BP

DNO — merger with RAK Petroleum of their Middle East and North African upstream oil and gas businesses, valuing the combined assets at $1.9 billion

Chevron Corporation — €130 million sale to CEPSA of its downstream business in Spain

BP plc — $1.6 billion sale to Lukoil of a joint venture interest in the Tengiz field in Kazakhstan and the CPC pipeline from Kazakhstan to Russia

BP plc — $1.3 billion acquisition from Chevron of a 31 percent interest in the Nerefco refinery, tank farm and wind farm in the Netherlands

JKX Oil & Gas — acquisition of upstream oil and gas assets in Russia, Slovakia and Hungary

Publications and Speeches

“The UK Oil and Gas Authority: A catalyst for change?” International Law Office Energy & Natural Resources Newsletter, March 2016.

“‘Kind words and guns’ - Penalty clauses redefined by the English courts,” IFLR, January 2016.

“Government announces major North Sea tax cuts,” International Law Office Energy and Natural Resources Newsletter, May 2015.

“Underground Drilling Access for UK Shale Developers: The 300 Metre Question,” Natural Gas Europe, June 2014.

“Challenges of Methane Hydrates,” Oil & Gas Financial Journal, May 2014.

“The Future of the UK North Sea: A New Game with More Rules,” Oil & Gas Financial Journal, March 2014.



Murdoch University, Perth, Australia,
with honors
University of Western Australia, Perth, Australia,

Bar Admissions

Solicitor of the Senior Courts of England and Wales
Solicitor in New South Wales, Australia
Barrister and Solicitor in Western Australia, Australia



Oil and Gas M&A: Q&A

May 29, 2019
Practical Law

UK Government Continues the Fight for Shale

October 6, 2015
Natural Gas Europe

Private Equity Hunts for Oil Deals Outside U.S.

June 17, 2015
Wall Street Journal Online

Countries make push for domestic reserves

December 9, 2013
World Oil Online

Growth beneath the surface

October 30, 2013
Drilling Contractor - Online

Environmental law: Drills, spills and bellyaches

September 29, 2013
Lawyer (Online), The



LNG lockdown lessons: what next for the LNG industry post-COVID?

May 21, 2020
Energy Legal Blog®

The LNG industry was already dealing with more than its fair share of challenges when it was thrown further off course by the “double whammy” of reduced energy demand due to the steep decline...

New International AIPN Oil and Gas Farm-Out Agreement

In June 2019, the oil and gas industry body, the Association of International Petroleum Negotiators (AIPN), published a revised version of its model form international farm-out agreement. The publication of this new model form agreement is a reflection of the increased sophistication, and continuing evolution, of the...

Oil & Gas Deal-Doing in Mexico: Current Trends & Future Prospects

Manuel Vera, Jeffery B. Vaden, Darren Spalding and Adam Blythe of Bracewell, and Manuel Cervantes of MCM Abogados discuss deal trends in Mexico and the future of the oil and gas market...

Investing in Upstream Oil and Gas in Mexico

Bracewell's Mexico team is comprised of leading energy lawyers in Houston and London and we are one of the few law firms that have been involved in all aspects of the liberalisation process.

JOA Defaults Reconsidered

January 24, 2018

In the recent decision of Pan Petroleum Aje Ltd v Yinka Folawiyo Petroleum Co Ltd & Ors [2017] EWCA Civ 1525, the Court of Appeal upheld a decision of the High Court that parties to a Joint Operating Agreement (“JOA”) could be temporarily prevented from excluding an alleged defaulting party from participating in, or voting in...

Negotiating PSCs - The Dangers of Using Intermediaries

August 30, 2016

In Monde Petroleum SA v WesternZagros Ltd [2016] EWHC 1472 (Comm), the English Commercial Court has found that a party to a consultancy agreement can become liable for the misrepresentations made by a third party intermediary. Parties negotiating production sharing contracts ("PSCs") in regions emerging from politically unstable periods will regularly seek the assistance of local third party intermediaries in order to lobby the relevant political decision makers to get the deal done. Whilst it is a fairly common practice, this case highlights the dangers inherent in dealing with third party...

What Constitutes a Reasonable and Prudent Operator?

November 13, 2015

The English Commercial Court interprets the definition of the standard of a "Reasonable and Prudent Operator" in the context of a dispute relating to long term gas sales agreements The phrase "reasonable and prudent operator" is frequently used in commercial contracts in the oil and gas industry to specify the standard at which a party must perform a particular obligation (or group of obligations). Helpfully, contracts often define the phrase in order to give the content of that standard greater substance, albeit a definition that inevitably imports a degree of subjective judgement. In a...

UK Government Continues The Fight for Shale

September 8, 2015

Introduction Despite facing opposition on numerous fronts, the development of a regulatory regime to promote the exploration of shale gas in the UK has continued apace following David Cameron's comments earlier this year that the UK was " going all out for shale ". [i] The UK government has reiterated the national need to develop the UK's shale gas resources to improve the country's energy security and transition to a low-carbon economy. For over a decade, the UK has been a net importer of gas following declining levels of production from the UK's North Sea's gasfields. Imports of gas...

UK Government announces major North Sea tax cuts

The existing tax regime for exploration and production of oil and gas in the UK and UK Continental Shelf ("UKCS") comprises three elements: (i) Petroleum Revenue Tax ("PRT") at a rate of 50% which is levied on profits from fields given development consent before 16 March 1993; (ii) Ring Fence Corporation Tax at a rate of 30% levied on the post-PRT profit of companies engaged in oil and gas extraction activities; and (iii) Supplementary Charge at a rate of 30% (with effect from 1 January 2015, prior to the 2014 Autumn Statement this was levied at a rate of 32%) which is levied on the post-...

Reforming the Argentinian Oil and Gas Regime

January 16, 2015

In order to prevent the increase of energy prices and to safeguard domestic supply, at the start of the millennium the Argentinian federal government made various amendments to the legal regime regulating the exploration and production of hydrocarbons. Such measures included the introduction of a system of regulated prices and the prohibition of exports until domestic demand had been satisfied. Following these changes, oil and gas production and exports declined and Argentina has subsequently had to manage a reduction in its energy self-sufficiency as fuel imports have increased. Following...

One Further Step Towards UK Shale: Government Provides Underground Drilling Access for Developers

October 6, 2014

In June this year we reported on the opening of the UK Government's public consultation concerning its proposal for changes to the laws concerning underground drilling access in connection with projects involving shale drilling and fracking, as well as geothermal energy extraction. The existing UK legal framework dictates that mineral rights to petroleum belong to the Crown, with the Government issuing licences to operators to permit them to exploit those petroleum rights. However, subject to those mineral rights in favour of the Crown, owners of freehold land have rights over their land both...

Latest UK Onshore Licensing Round Announced

July 28, 2014

The UK Government has today announced the opening of the eagerly anticipated 14 th onshore oil and gas licensing round, with applications invited until 2pm on 28 October 2014. Hundreds of blocks are available in the bidding process. The Government is keen to encourage onshore exploration and drilling and to facilitate the development of a shale industry in the UK. The previous onshore licensing round was in 2008. For more information, refer to the Government guidance at: https://www.gov.uk/oil-and-gas-licensing-rounds .

U.K. Announces Unconventional Petroleum Licensing Model Clauses

June 25, 2014

Energy Minister Michael Fallon took the opportunity on 24 June 2014 at the UK Shale Conference to cite the energy security crises in the Ukraine and Iraq as further reason for the UK to focus on shale gas and oil exploration. In the latest step towards the development of the UK shale industry, revisions to petroleum licence Model Clauses will be implemented to accommodate the practicalities of fracking compared with recovery of conventional resources. Specifically, and recognising that shale plays may cover vast areas (see, for example, the Bakken formation in North America and the Bazhenov...

Underground Drilling Access for UK Shale Developers: The 300 Metre Question

June 4, 2014

Since the lifting of the fracking moratorium in December 2012, the UK Government has continued to work with regulators and the industry to develop a clear regulatory regime for shale gas which encourages exploration and investment while protecting public safety and the environment. Steps taken to date include: the introduction of tax incentives to support early development of onshore oil and gas projects, including shale gas projects (as described in our blog post ); and the publication of the Strategic Environmental Assessment for Further Onshore Oil and Gas Licensing, which assessed the...

The Future of the UK North Sea: A New Game with More Rules

March 5, 2014

On 24 February 2014, Sir Ian Wood delivered his Final Report (the " Report ") on the future of the UK Continental Shelf (" UKCS "). The Report sets out a number of conclusions and recommended actions relating largely to more stringent regulation, a focus on regional development and better industry co-operation. If the recommendations are implemented, they will fundamentally change the North Sea oil and gas industry. The Report's overriding message is that for production from the UKCS to be prolonged, a change to both the regulatory and commercial landscapes will be required. The Report...

Beyond Shale: Are Methane Hydrates the Next Energy Source?

February 24, 2014

The energy of the future could lie buried deep underneath the world's oceans and the Arctic permafrost. Methane hydrates, also known as "flammable ice," are vast reservoirs of natural gas trapped in ice-like crystals and hold out the potential to alter trade flows and reshape the geopolitics of energy. As the name suggests, methane hydrates consist of a methane molecule surrounded by a cage of interlocking water molecules. It is effectively an ice that occurs naturally in subsurface deposits in freezing temperature and high pressure conditions. When melted or exposed to pressures and...

Unlocking the Potential of Shale Gas in the UK Energy Mix

December 27, 2013

The UK is continuing to edge closer to realising the potential of its domestic shale gas resources. In mid-December 2013, the UK government published a report, known as the Strategic Environmental Assessment for Further Onshore Oil and Gas Licensing (the " SEA "), as part of the UK's procedure for assessing the environmental effects of future onshore oil and gas licensing. The SEA was commissioned by the UK government and carried out in preparation for the next licensing round for onshore oil and gas exploration and production (being the 14 th such round) in the UK under a " Draft Licensing...

Fracking in Europe "“ EU Parliament has voted to require Environmental Impact Assessments for shale gas developments

October 22, 2013

On 9 October 2013, the European Parliament narrowly voted in favour of an amendment to the EU's Environmental Impact Assessment Directive (EIA Directive) which would require environmental impact assessments (EIAs) to be performed for hydraulic fracturing for coal bed methane, and in shale and formations with shale-like permeability and porosity. If the amendment becomes law, the amended EIA Directive would require all private and public shale gas and many other unconventional exploration projects involving hydraulic fracturing in the EU to undertake an EIA. The effect of this change would be...

Backing Fracking: UK Government Announces Shale Gas Incentives

July 22, 2013

The UK Government has demonstrated its commitment to the establishment of a shale gas industry by announcing details of proposed tax incentives to be offered to project developers. Guidance relating to the planning process for obtaining project approvals has also been published. Both documents were released on 19 July 2013 and follow the Government's statements in the 2013 Budget of its determination to provide a supportive investment environment for the industry. At present, companies are subject to the "ring fence" tax regime in respect of oil and gas production in the UK. The regime...



Chambers UK
Energy & Natural Resources: Oil & Gas, 2019 - 2020
The Legal 500 United Kingdom
Projects, Energy and Natural Resources - Oil & Gas, 2014 - 2020
The Legal 500 EMEA
Regional Summary - Africa, 2017
Euromoney Institutional Investor PLC
IFLR1000 Financial & Corporate Guide
Highly Regarded: M&A, 2017 - 2020
Euromoney Institutional Investor PLC
IFLR1000 Energy & Infrastructure Guide
Sub-Saharan Africa, 2016