Paul is a solicitor (qualified in England in 1990 and Hong Kong in 1993, registered as a foreign lawyer in Singapore). He has specialised in commodities, physical trading and shipping, commodity finance and commodity derivatives for his entire career. He was previously a partner at HFW, and was global head of Commodities Legal at BNP Paribas for 8 ½ years. He was a pupil barrister at 20 Essex Street Chambers and a solicitor at Reed Smith (formerly Richards Butler) for 5 years, and at HFW for 7 years. He held senior positions as in-house counsel at Enron and ABN Amro.
The Complete Commodities Lawyer
Paul’s aim early in his career was to become a “complete” commodities lawyer, to understand thoroughly all aspects of the industry, across all types of commodities (energy, metals and agriculturals): physical trading and shipping, derivatives hedging, commodity finance – how it fitted together, the applicable legal and regulatory infrastructure and the different market players.
In the legal world he realised that commodities lawyers typically came from one of four law firm practice “stables”: (1) physical commodity trading and shipping, (2) capital markets, (3) banking and finance or (4) regulatory. His observation was that the major law firms are typically organised in a compartmentalised structure around legal skill sets rather than the industry they service. Commodities clients need their lawyers to possess legal skills, experience and risk awareness across all of these four areas. This is not available in the international law firms. It was this gap in legal coverage that Paul sought to fill with a new type of law firm, one which specialised in all major aspects engaged by clients in their commodities businesses.
Paul has extensive experience of transactional and dispute related work in the following areas:
- Commodity finance and trade finance
- Commodity disputes (arbitration and litigation)
- Physical commodity trading and shipping
- Commodity derivatives (futures & options and OTC)
- Commodities regulatory and sanctions
Transaction Experience Overview
Types of transactions and related work include:
Over the Counter Trades
- OTC cash settled hedging & physically delivered products (vanilla swaps, options, forwards and exotics (ISDA, EFET based documentation) across commodities: energy, metals and ags.
- Negotiating ISDA Master agreements, ISDA Commodity Annexes for Natural gas, power, freight, EU Emissions, LME look-a-likes, Credit Support Annexes, margin etc;
- Documenting trades under industry standard master agreements, eg. EFETs, PPAs, NBP ‘97, SCoTA, IETA, FFA 2005;
- Drafting/negotiating bespoke provisions for termination of positions, novation of futures positions into financially settled OTC monetization, unwinding hedges, resolution of close out netting and set-off issues.
Exchange Traded Execution and Clearing
- Exchange traded execution and clearing: commodity futures & options and OTC Cleared products across commodity exchanges (eg. LME, ICE, CME, SHFE, SGX) at 3 clearing brokers where Paul has been head of commodities legal: (1) Enron Metals (ex MG); (2) ABN Amro Futures Ltd and (3) BNP Paribas Commodity Futures Ltd
Structured Trade and Commodity Finance
- Re-po/monetization financing structures, title based inventory financing (eg. re-pos with exchange hedge/EFP on metals in warehouse or afloat, oil and gas storage in tank, salt cavern or afloat), true sale and balance sheet optimization, RWA/capital efficiency issues
- Flash title transfer structures over non vanilla storage (eg oil afloat, in challenging jurisdictions); negotiation of security, discounting and forfaiting L/Cs, bills of exchange, deferred credit/usance L/Cs, and other negotiable instruments
- Prepay financing structures Pre-pay financing + physical offtake contracts + commodity price risk hedge – numerous prepay financing facilities, with principal repayment vehicle being delivery of commodity product + basic security (PGC, share pledge etc), and commodity hedge. Examples have included gold dore (Armenia), crude oil (Argentina), coal (Russia, Indonesia), base metals (DRC, Angola, Ghana, Australia) and metal concentrates (Russia, Turkey)
- Reserve based lending (RBL) and borrowing base facilities with finance linked OTC hedging to major oil producers and mines in a large number of jurisdictions. Average deal size US$250M – US$750M
Sale and purchase of physical commodities, and shipping
- Spot S&P (delivery C&F, CIF FO, FOB, ex Ship etc),
- Forwards hedged on exchange or OTC
- Drafting standard terms and conditions, delivery terms, adaptation of Incoterms, negotiation with counterparties to closure for numerous clients
- Shipping, transportation and logistics: carriage by sea (Charterparties, Bills of Lading, COAs), Bill of Lading analysis and negotiation/transfer, storage and warehousing contracts, all documents of (possessory) title: Warehouse Warrants, Receipts, Holding Certificates etc
Dispute Practice Overview
- Insolvency – energy trading conglomerate, copper mines, trading companies, agri producers, including unwinding inventory financing and related hedging, multi-jurisdictional title issues relating to physical inventory on vessels and rail trucks, in warehouse, status of negotiable documents of title, eg. Bills of Lading, LME Warrants, Warehouse Receipts etc; resisting and enforcement of liens and RoT clauses
- Dispute resolution/mitigation (including mediation and arbitration): (1) distressed cargo/vessel crisis management, salvage, cargo recovery, vessel arrest, claims for defective quality, contamination, misdelivery, shortage, cargo damage, enforcement of liens (eg. against freight, bunkers, cargo), demurrage, off hire; (2) Clients included Greek, Korean, and HK shipowners and charterers, and most of the leading P&I and Defence Clubs.
- Litigation & Arbitration: Multi-party, multi-jurisdictional litigation before the Commercial Division of the High Courts in London, Hong Kong and Singapore. Conducting arbitrations before arbitral tribunals in London (LME, LCIA, ICC, GAFTA, FOSFA, SAOL, RSA, LMA), Hong Kong (HKIAC, ICC), PRC (CIETAC) & Singapore (SIAC). Regulatory investigations before the FCA, ICE, LME, CME, CFTC, OFAC; acting as specialist counsel regarding futures contracts maturing into physical settlement and delivery (where physical meets financial)
Career Highlights and Notable Transactions
Structured commodity trade finance
- European gas storage (finance) transactions between banks and major European utilities and traders based on transfer of title and true sale, injection and withdrawal scheduling, locking in the spread between forward summer and winter prices on TTF, NCG/Gaspool and VTP, with optionality for location swaps and additional trading opportunities based on the acquired physical positions. Approximately 20 transactions closed in Germany, Austria, Italy, Czech, UK, Netherlands.
- Monetisation of inventory flows (metal, agri products), advance structured products to provide finance and liquidity to developing country banks or traders. Clients have included South American banks and trading companies, Russian metals smelters, Chinese suppliers/traders of copper concentrates, Indonesian banks and licensed trading companies.
- UCP 600: Review and re-design trade finance product suite and documentation for global implementation of UCP 600 (ABN AMRO).
- Oil afloat: 18 month term purchase by Russian bank from Singaporean oil trader multiple cargoes of Crude Oil afloat FOB cash v. docs, and onward sale CFR Chinese ports to Singaporean trader on B/L + 180 day “post pay” flash title terms
- Coal: 12 month term purchase by Russian bank from Indonesian producer of monthly 70,000mt cargoes of steam coal FOBT Kalimantan port, cash v. docs, and onward sale C&F on back to back delivery terms + flash title to a Singaporean trading house priced on B/L + 30 days, including Initial and Final price provisions, and price adjustment mechanism for variations in gross calorific value
- Physical base metals trading platform (BNP Paribas): Establish and develop a global physical base metals trading platform in Europe and Asia (including China) conducting re-po/monetization activity on LME and non-LME warranted metal in various warehouse locations, and afloat, ensuring a well risk managed infrastructure (legal and regulatory) with accompanying on exchange and OTC hedging; and establishment of on an-shore Chinese vehicle to trade domestically in China (WOFE), including on the Shanghai Futures Exchange.
- Fraud in Chinese ports (BNP Paribas): Introduction of innovative legal protections following metals frauds at Qingdao and Penglai, and new, market leading concepts into re-po documentation to avoid losses due to fraud
- Enron (MG): Reorganising and redrafting entire physical commodity transactional processes and documentation, new deal capture system generating confirms. Rolling out new GTCs incorporating detailed shipping/delivery bases (C&F, FOB, ex Ship, DDP etc) and payment terms for live trading. Project management and co-ordinating with IT, physical traders, clearing brokers and logistics/shipping depts.
- Russian mine finance (ABN Amro): Re-finance mining and production of precious metal, sale of physical metal to Lender with monthly physical off-take, and OTC hedge (ISDA based) with two Fixed Income counterparties, and on-sale of physical unallocated silver (ABN AMRO).
- Tolling Aluminium/Power (Enron) – 10 year physical call option with Aluminium smelter in NW coast US, dedicated plant production capacity allocated on declaration of option, for payment of a daily fee (no option premium). Ancillary agreements for shipping/storage of Alumina, off-take of Aluminium and LME warranting, title based inventory financing with LME futures hedging.
- Insolvency – wind down of Enron Metals entire physical book, termination of positions with minimum liability possible, unwinding hedges, financing on relevant inventory; negotiating and concluding numerous settlement agreements; multi-jurisdictional title issues relating to physical inventory on vessels, truck, in warehouse, status of negotiable documents of title, eg. Bills of Lading, Warrants, liens and retention of title; recovery of assets under lien or Court Order in foreign jurisdictions, enforcement of liens and rights of detention at port, or in ocean transit; supervising arbitrations and foreign Court proceedings.
Shipping and Cargo Crisis Management
- Breakdown of vessel mid-Pacific, perishable agri cargo afloat en route from LA to Ho Chi Minh city, salvage/tow, delay, L/C payment dispute, vessel arrest, negotiations with Vietnamese state bank to resolve
- Breakdown and salvage of vessel carrying Zambian copper to ARA ports, protection of cargo interests, salvage arbitration
- Freight and demurrage dispute leading to exercise of lien and unlawful discharge/theft of cargo in unsafe port, subsequent arrest and judicial sale of vessel, and settlement of claims arising
- Cargo claims disputes over two vessels carrying Vietnamese rice to the Middle East, vessel arrest and detention, fire sale of cargo
- Numerous vessel arrests, cargo security negotiations and dispute resolution/arbitrations (London, Hong Kong and Singapore)
- BNP Paribas
- ABN Amro
- Holman Fenwick & Willan
- Richards Butler (now Reed Smith)
- 20 Essex Street Chambers
- Charterhouse School
- Reading University, LLB Law (2:1)
- Inns of Court School of Law (Bar finals)
- Pupil Barrister – 20 Essex Street chambers (formerly 3 Essex Court), with Tim Young QC, Mark Havelock-Allan QC (and Bernard Rix QC, subsequently Rix LJ)
- Barrister, England & Wales (Middle Temple)
- Solicitor, England & Wales
- Solicitor, Hong Kong
- Registered foreign lawyer, Singapore