Overview
Lawyers play an important role in public-private partnerships and the conflict resolution of PPPs. The seminar is designed specifically for lawyers to teach what they need to know about PPP design, agreements, and common pitfalls in PPPs. The topics to be 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. The seminar also takes thorough examination of legal issues associated with each stage of the PPP process.
The seminar also runs concurrently with the ILI Project Finance Techniques: Applications and Recent Developments seminar and may run relevant sessions jointly.
Certification
Upon successful completion of the seminar, each participant will be awarded a Certificate of Completion. Successful completion requires that a participant diligently attend all seminar sessions promptly and on time throughout the seminar, read all assignments, and participate in all group discussions and exercises. If a number of sessions are missed without proper reason, the ILI reserves the right to withhold certification.
Format
This seminar is currently offered in-person. Special requests to attend online must be submitted by email as early as possible. Requests will be considered on a case-by-case basis, taking into account the overall experience of each participant and the larger group. In-person seminars, even when being joined online, run from 9:30 am – 4:00 pm Washington, D.C., time.
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).