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Law of international project finance

LWM78

The structuring and finance of projects is a specialised discipline and one that will be explored in detail in this course. Project financing is presently used in connection with the financing of large scale infrastructure projects throughout the world such as airports, roads and power stations, oil and gas and mining projects as well as the building of schools, hospitals and prisons under the public-private partnership programmes around the world. What distinguishes project financing from other forms of commercial secured lending is that the financing structure places significant reliance on the cash flows generated by the project itself without the need for full credit support from the project sponsors. With the ever growing number of opportunities to apply the law of international project finance, this course should prove to be highly useful for those interested in this area.

Module A: Loan facilities

LWM78A

  • Term sheets and commitment letters
  • The overall structure and contents of a loan facility agreement (based on the standard (Loan Market Association) form of loan agreement)
  • Financial and operative provisions; issues arising from the 2012 LIBOR scandal
  • Implications of a wrongful refusal to lend
  • Conditions precedent
  • Representations and warranties
  • Covenants and undertakings
  • Events of default and acceleration

Module B: An introduction to project finance

LWM78B

  • Approaching legal issues in a project finance structure
  • Outline of a typical project finance structure (parties and their objectives, contractual framework and typical project financing steps)
  • Sources of funding
  • Export credit agencies and multilateral development banks
  • The license and state aid issues

Module C: Risk identification, allocation and mitigation in project finance transactions

LWM78C

  • Cross-border risks
  • Commercial risks
  • Risk allocation in project documentation
  • Insurance issues

Module D: Project finance documentation

LWM78D

  • Negotiating finance documents
  • Sponsor support, security and related issues
  • Construction contracts
  • Operation and maintenance agreements
  • Offtake sales contracts
  • Direct agreements

Assessment

Each module will be assessed by a 45-minute unseen written examination.

Sequence

It is strongly recommended you attempt Module A first.

How to apply

You can apply to study a module individually as a standalone unit or as part of a Postgraduate Certificate, Postgraduate Diploma or Master of Laws qualification. (In either scenario, they must be studied in order.)

These modules also contribute towards the following specialist pathways for Laws:

  • Banking and Finance Law
  • Commercial and Corporate Law
  • Corporate and Securities Law
  • Financial Services Law
  • International Business Law

Apply via Postgraduate Laws

Academic Co-ordinator

Dr Jelena Madir

Dr Jelena Madir

Dr Jelena Madir is the course convenor for Corporate Governance and Compliance and International Project Finance. Jelena heads the Financial Law Unit within EBRD's Legal Transition Team - a dedicated unit focused on legal reform in the areas of corporate governance, insolvency and access to finance. She also serves as the Secretary to EBRD's Sanctions Board, whose role is to assess whether allegations by the Chief Compliance Officer that EBRD's counterparties have engaged in corrupt practices are adequately substantiated and justify the imposition of sanctions against the accused counterparties.

Prior to joining EBRD, Jelena worked as a finance and capital markets lawyer at Cleary Gottlieb Steen & Hamilton LLP in Washington, DC; Shearman & Sterling LLP in Frankfurt, Germany; and Privredna Banka and DLA Piper LLP in Zagreb, Croatia. She is a graduate of Dartmouth College (BA Government and Asian Studies) and Columbia University School of Law (JD) and is qualified in Washington, DC and England and Wales. Jelena also lectures at the Zagreb School of Economics and Management in Croatia. She has published a number of articles and books in Croatia on capital markets and corporate governance issues.