Overview

Lawyers play an important role in public-private partnerships and in conflict resolution for PPPs. This course is designed specifically for lawyers to teach what they need to know about PPP design, agreements, and pitfalls in PPP. Topics covered include negotiating, drafting and implementing Public-Private Partnership agreements, as well as renegotiating agreements and alternative dispute resolution options, including investor-state arbitration. Selected sessions will be combined with the Public Private Partnerships and Infrastructure Finance seminar and will cover PPP design, finance, and structure. This course will take a thorough examination of legal issues associated with of each stage of the PPP process.

Format

The seminars are currently offered both in-person and online simultaneously, at the choice of the participant. This choice must be indicated at the time of registration. A small number of courses are scheduled to be delivered exclusively in person or online, and are indicated as such in the 2024 schedule. In-Person Only seminars usually start at 9:30 am Washington D.C. time. Daily sessions usually end at 4:00 pm. Breaks (including the lunch break) are allocated as appropriate. Online Only seminars will be delivered through five (for 1-week course) or ten (for 2-weeks course) live online sessions via videoconferencing platform. Each session will last approximately 3.5 hours and will be scheduled to start within a time window of 7:00 am – 8:30 am Washington D.C. time. Hybrid In-Person/Online seminars will start at a time most convenient to both in-person and online participants, and will generally follow the In-Person seminar format. We expect the classes to be highly interactive and can include presentations, case studies and exercises.

Course Outline

Legal Topics Related to PPPs

• Alternative Dispute Resolution mechanisms for PPPs
• International Investment Treaties
• Overview of Investor-State arbitration
• Drafting key provisions in concession agreements

Planning for Private Participation

• General nature of private infrastructure finance
• Lessons learned from the past policies and projects
• Strategic considerations for the host government and the private sector participant
• Identification and preparation of individual projects
• Developing a communication strategy

Design of Concessions and Other PPP Arrangements

• Legal and regulatory framework
• Design of individual agreements
• Special problems with agreements local authorities and other sub-national entities
• Key financial considerations including the concept of bankability

Negotiation of Key Contract Clauses

• The negotiation process
• How to negotiate contentious clauses, including: clauses to make a concession bankable;
  termination provisions and compensation in event of termination; tariff and price adjustment clauses;
  unilateral change and economic hardship clauses; provisions for government support; transfer of assets at
  the end of the concession and dispute settlement clauses

Finance: Structure and Basic Techniques

• The concept of project finance
• Risk analysis and mitigation
• Legal structures
• Basic techniques
• Basic project documents

Finance: Arranging the Funding

• Sources of finance
• Providing credit support and security for loans
• Financial documentation

Renegotiation of Agreements

• Most common reasons for renegotiation
• Alternatives to renegotiation
• Types of renegotiation
• Clauses in the concession agreement to facilitate renegotiation

Course Advisors

Carol Mates is an attorney specializing in business transactions/international development finance/project finance with three decades experience at International Finance Corporation (IFC), the private-sector financing arm of the World Bank Group, as well as prior experience at US law firms and the legal department of US-based multinational bank and, post-retirement from IFC, the United States Agency for International Development (USAID).