Roger A. Soape, Attorney Jeffrey , Attorney Roger A. Soape
Transcription
Roger A. Soape, Attorney Jeffrey , Attorney Roger A. Soape
2011 AAPL ANNUAL MEETING SPONSORS PLATINUM GOLD SILVER BOSTON SEMINAR GOLF A wholly owned subsidiary of ExxonMobil BOSTON 2011 ETHICS PANEL JEFFREY TYNER, ROB SHULTZ, Independent ExxonMobil Production Company Learning Objectives: By the end of the session, participants should: ◦ Be able to locate the AAPL Code of Ethics ◦ Enhance familiarity with the AAPL Code of Ethics ◦ Increase awareness of potential ethics issues and consequences AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 3 AAPL Code of Ethics From the AAPL home page, select “ABOUT AAPL” AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 4 AAPL Code of Ethics In the ABOUT AAPL menu, select “Code of Ethics” AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 5 AAPL Code of Ethics AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 6 AAPL Standards of Practice The Bylaws of the AAPL provide that a Code of Ethics has been established “to inspire and maintain a high standard of professional conduct” for the members of the Association. The Code of Ethics is the basis of conduct, business principles and ideals for AAPL members. This standard of professional conduct and these guiding principles and ideals mandated by the Code of Ethics within the AAPL Bylaws are summarized as follows: A. Fair and honest dealing with landowners, industry associates and the general public so as to preserve the integrity of the profession (Art. XVI, Sec. 1); B. Adherence to a high standard of conduct in fulfilling his fiduciary duties to a principal (Art. XVI, Sec. 2); C. Avoiding business activity which may conflict with the interest of his employer or client or result in the unauthorized disclosure or misuse of confidential information (Art. XVI, Sec. 2); D. Performance of professional services in a competent manner (Art. XVI, Sec. 2); E. Adherence to any provisions of the Bylaws, Code of Ethics, or any rule, regulation, or order adopted pursuant thereto (Art. V, Sec. 9); F. Avoiding the aiding or abetting of any unauthorized use of the title “Certified Professional Landman,” “Registered Professional Landman,” “P.Land” or “CPL/ESA” (Art. V, Sec. 9); and G. Avoiding any act or conduct which causes disrespect for or lack of confidence in the member to act professionally as a land professional (Art. V, Sec. 9). AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 7 For Each Scenario: Determine if an issue exists If there is a problem, what is the underlying AAPL / industry standard? Cite any applicable provision(s) of the AAPL Code of Ethics What could have been done to avoid the problem(s)? What options (absent litigation) might exist to resolve any issues? AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 8 Scenario One An AAPL member earns the CPL designation in 1985 but never recertifies. For the next 13 years, he / she continues to represent they are both a member of the AAPL and a CPL. ISSUE: Misrepresentation, Misuse of CPL Designation, False Advertising AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 9 Scenario Two The grandparent of an AAPL member and CPL dies. Rather than proceed to probate, the member cashes – and spends – her Social Security and government annuity checks for the next 18 months. ISSUE: Fraud, Forgery, Theft AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 10 Scenario Three An 81 year old CPL and charter member of the local association learns he’s suffering from a terminal illness. To protect his assets for his heirs, he opts to prepare his own tax return for the first time in 25 years and intentionally understates his income by $800,000. ISSUE: Fraud, Income Tax Evasion AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 11 Scenario Four An independent working for multiple clients conducts research for two companies in a courthouse an hour from home. Each job requires 2-3 hours of effort. He completes both tasks plus travel in one 8-hour day, then bills both clients for a full day plus travel expense. ISSUE: Fraud, Double Billing AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 12 Scenario Five At a golf outing, a Land Manager asks a peer to recommend someone to work a prospect. She rejects the proffered name, explaining she’s had that broker engaged “exclusively” for 14 months. The two later compare invoices and discover they were both billed $53,900 for 183 identical days and $22,360 for expenses. ISSUE: Fraud, Double Billing AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 13 Scenario Six Alabaster Energy issues proposal letter offering participation in 3,000 acres. Coventurers accept and pay for entire prospect. Four wells are drilled in four Sec.s. Partners receive DOs citing proportional interest in 1,250 acres. ISSUE: Breach of Contract What if partners cash revenue checks without realizing acreage discrepancy? AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 14 Scenario Seven Keechi E&P assembles and sells an interest in a prospect to TideCo retaining a 75% net revenue. Keechi drills 2 wells and sends DOs to TideCo at a 68% NRI. When TideCo objects, Keechi counters by saying it’s “common knowledge” in industry they retain a 7% in-house Company ORRI. ISSUE: Misrepresentation, Fraud AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 15 Scenario Eight SimOil hires an AAPL member to check records and acquire O&G leases. They successfully complete 3 wells. While preparing DOs, SimOil’s lawyer notices the broker’s affiliated company purchased royalties in the prospect area AFTER the record check and during completion. ISSUE: Self-Dealing, Violation of Fiduciary Duty AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 16 Scenario Nine After a cursory record check, Mid-States directs its broker to lease open acreage. Mid-States subsequently D&Cs 6 wells. Their DO clerk notices the broker’s wife owns minerals in multiple tracts across the prospect area, but her ownership post-dates the original record check. ISSUE: Self-Dealing, Violation of Fiduciary Duty AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 17 Scenario Ten Arapaho’s landman hires a broker to take leases at a set bonus and royalty rate. A month later, Arapaho's Land Manager notes costs are >10% above approved limits and queries the landman. He says he had to put more brokers in the field. After 60 days, the Land Manager realizes they’ve overspent the AFE by 142% and only 60% of the prospect area is leased. AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 18 Scenario Ten (continued) Another broker is hired to check records. She finds ORRI assignments from Arapaho to the broker, all of which were filed after the project began. An internal audit reveals checks for exactly 25% of the total budget were issued to the landman’s brother, who is not associated with the O&G industry. ISSUE: Conspiracy, Fraud, Kickbacks AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 19 Scenario Eleven After pleading guilty to a felony at 18, Simon receives deferred adjudication, pays restitution, successfully completes five years probation and the matter is stricken from his record. He truthfully acknowledges the incident on his application to join the AAPL. Can he be admitted to membership in the AAPL? ISSUE: Felony Conviction AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 20 Open Forum Audience members are invited to query panel members and present fact scenarios for discussion ◦ Please use handheld microphones so everyone can hear questions / scenarios ◦ Please do not use names of Companies, firms or individuals AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 21 Adjourn THANK YOU FOR YOUR ATTENTION AND PARTICIPATION!! AAPL’s 57th Annual Meeting – June 8-11 in Boston, MA Copyright © 2011 by AAPL 22