Natural Resources

Ropes & Gray offers experienced guidance for clients investing in natural resources globally, providing counsel on direct investments in natural resources assets, fund organization and operations, structuring relationships with natural resources managers, investments in funds focused on natural resources, and tax structuring.


Ropes & Gray’s global natural resources practice combines the experience and insights of the firm’s private equity, real estate, private investment funds and tax practices to assist clients in structuring and implementing natural resource-related investments all around the world. Our natural resources practice covers the spectrum of legal issues relevant to investors in the agriculture, timber and mining industries. We advise clients on a wide range of matters, including direct acquisitions and dispositions to fund organizations and investments, joint ventures and investment and property manager relationships and related tax and regulatory matters, governance issues, and anti-corruption and government enforcement concerns.

We are intimately familiar with all aspects of natural resource-related investing, from effectively running transactions to acquiring and selling real estate, and from structuring the most efficient incentives for managers to corporate governance and anti-corruption issues. We also have extensive experience in organizing funds and similar arrangements aggregating investor capital and in analyzing such arrangements from the investor perspective.

Our natural resources lawyers regularly assist clients with:

Direct Natural Resources Investments

  • Acquisition and disposition of natural resources assets
  • Acquisition and disposition of natural resources operating companies
  • Corporate structuring and operating agreements

Fund Organizations and Investments

  • Representing fund sponsors in organization of funds focused on timber, agriculture and mining sectors and their ongoing operations
  • Representing investors in timber, agriculture, mining, and oil and gas funds
  • Efficient tax structuring for tax-exempt, non-U.S. and taxable investors

Strategic Relationships and Joint Ventures

  • Joint ventures and investment management agreements
  • Property management agreements
  • Structuring and aligning economic incentives between managers and investors

U.S. and International Tax Structuring

  • Developing and implementing efficient tax structures for natural resources investments and operations across multiple jurisdictions, including the use of REITs where appropriate

Governance and Anti-Corruption

  • Assisting in developing appropriate corporate governance structures across multiple jurisdictions
  • Developing anti-corruption policies and training
  • Assisting with internal forensic inquiries

Experience and Global Reach

We have acted as counsel in connection with numerous direct natural resources transactions, natural resources fund organizations and natural resources fund investments, including:

  • Advising a large institutional investor in acquiring agricultural land in North America.
  • Assisting a large institutional investor in acquiring and selling timberlands in Eastern Europe.
  • Structuring a joint venture in Peru for a natural resources asset manager.
  • Assisting a natural resources asset manager in connection with several acquisitions and sales of timberlands and other natural resources interests in Australia and New Zealand.
  • Advising an asset manager in organizing a fund to invest in metals, metal mines and mine financing.
  • Assisting a U.S. based investment manager with the organization of and ongoing operation of its natural resources fund.
  • Working with a large asset manager, in connection with the organization of its U.S. open-end timber fund. 
  • Assisting an agriculture business, in connection with the organization of its most recent capital raise.
  • Assisting an asset manager, in connection with its fund focused on the Indian agriculture sector.
  • Advising a multinational banking conglomerate in structuring the anchor investments by its domestic and foreign clients into a closed-end natural resources fund focused on the production and sale of oil and gas from unconventional production zones in North America.

Because our natural resources practice operates across the globe, we are experienced in analyzing the effects of local corporate, regulatory and tax laws and in crafting the best ways to work within those systems. We have an extensive network of local counsel contacts to help navigate through local jurisdictional concerns. We have experience in natural resources investing and operations all over the world, including in:

  • North America
  • Central and South America
  • Eastern Europe
  • Asia
  • Northern Africa
  • Southern Africa
  • Australia
  • New Zealand