A two-year DSA is usually set up when a company sells its shares in a developed area and there is no DSA at the field level. This provides the company at the end of the contract with a direct security relationship with its current interest, but is of no interest to the other licensee. Bilateral ASD is often automatically discontinued when an ASD is set up at the field level. In recent years, much of the activities of the UKCS have involved majors and other major players selling non-core assets, which are often interested in mature or late-generation sectors, as they seek to free up organizational capacity and capital for investments and projects in more promising regions. Potential buyers of these assets are often smaller, less capitalized enterprises, likely to be better able to exploit the remaining reserves and/or extend the life of these fields and proceed with dismantling on a lower cost basis. In general, vendors continued to try to achieve the “clean break” model with regard to dismantling commitments. Under this model, the buyer agrees to assume all closing commitments in a sales contract and offers the seller guarantees for these commitments under a closing guarantee contract (DSA). Such a guarantee is usually an irrevocable accreditor of a bank or parent company, available on request. In this context, two challenges have been identified by the sector. The first is the absolute cost of dismantling relative to the value of the remaining reserves, associated with the short-term or immediate costs associated with providing guarantees for dismantling commitments, and the second is the availability or unavailability of tax relief. Structuring an operation to maintain decommissioning responsibility is not just a matter of tax relief. When the buyer takes possession of the assets and fulfills the dismantling obligations, but the seller pays for all or a substantial portion of the costs, governance also becomes a central concern when the buzzing amounts are essential.
What participation does the seller need in the decisions of the buyer and, if so, of his co-investors with respect to the decommissioning? If part of the economic justification for the transaction is the potential for the buyer to decommission for less than the seller, improper monitoring or interference from the seller may affect that result. On the other hand, few organizations are pleased that another spends tens or hundreds of millions of dollars without adequate participation.