Public-Private Partnerships & Joint Venture Services

Below is a comprehensive (but non-exhaustive) outline of the Firm’s capabilities in structuring, documenting, and managing Public-Private Partnerships (PPP) and Joint Venture (JV) arrangements across sectors.

PPP STRUCTURING & ADVISORY

  • Advising on the full lifecycle of PPPs — conception, feasibility, procurement, negotiation, implementation, and exit.
  • Structuring PPP frameworks (Design-Build-Finance-Operate, Concession, Management Contract, Lease, Build Operate Transfer, Build Own Operate Transfer, etc.).
  • Drafting and negotiating PPP contracts, project development agreements, and concession agreements.
  • Advising on legal, regulatory, and institutional requirements under the Infrastructure Concession Regulatory Commission Act and relevant sector laws.
  • Conducting legal and regulatory due diligence on project assets, land tenure, licences, and approvals.
  • Advising on procurement compliance, bid processes, evaluation criteria, and documentation.
  • Preparing project governance frameworks — roles, responsibilities, risk-allocation matrices, and decision-making protocols.
  • Advising on risk mitigation mechanisms (guarantees, step-in rights, government support agreements, termination compensation).
  • Negotiating with ministries, departments, and agencies (MDAs) to secure approvals and regulatory clearances.
  • Reviewing and aligning PPP structures with fiscal responsibility and public finance legislation.
  • Advising on stakeholder engagement strategies and disclosure obligations.

JOINT VENTURE STRUCTURING & GOVERNANCE

  • Advising on appropriate Joint Venture (JV) vehicles (incorporated vs. contractual, Special Purpose Vehicles, consortiums, trusts).
  • Drafting and negotiating joint venture agreements, shareholder agreements, and subscription agreements.
  • Developing governance structures — board composition, voting rights, reserved matters, and management protocols.
  • Advising on capital contributions, profit-sharing ratios, and dividend distribution policies.
  • Preparing exit strategies (buy-out, drag/tag-along, put/call options, deadlock resolution).
  • Advising on local content requirements, technology transfer, and know-how sharing.
  • Structuring JVs for cross-border projects and compliance with Nigerian investment laws.
  • Establishing performance and monitoring frameworks for JV entities.

PROJECT DEVELOPMENT & FINANCING

  • Advising on project finance structures — debt, equity, hybrid and blended finance arrangements.
  • Drafting term sheets, loan agreements, and inter-creditor or security documentation.
  • Preparing financial close documentation, conditions precedent, and compliance schedules.
  • Reviewing and negotiating project security instruments (guarantees, step-in rights, bonds).
  • Advising on viability gap funding, guarantees, and government support mechanisms.
  • Reviewing tax, foreign exchange, and repatriation issues applicable to PPP and JV projects.
  • Advising on Environmental, Social, and Governance (ESG) and sustainability considerations in project development and financing.

REGULATORY COMPLIANCE & RISK MANAGEMENT

  • Conducting training for management and boards on PPP/JV compliance and governance standard
  • Preparing compliance matrices and legal risk registers.
  • Advising on competition law implications (merger control notifications, antitrust issues).
  • Advising on anti-corruption, transparency, and disclosure obligations for PPPs and JVs.
  • Advising on compliance with the Infrastructure Concession Regulatory Commission (ICRC), Bureau of Public Procurement (BPP), Nigerian Investment Promotion Commission (NIPC), and sector regulators.

DISPUTE RESOLUTION & CONTRACT MANAGEMENT

  • Advising on dispute avoidance and early-warning mechanisms in PPP and JV contracts.
  • Drafting dispute resolution clauses (negotiation, mediation, expert determination, arbitration).
  • Representing clients in PPP-related disputes before arbitral tribunals and courts.
  • Managing contract variations, extensions, and termination procedures.
  • Advising on post-completion audits, performance reviews, and project hand-back.

VALUE-ADD SERVICES

  • Policy advisory and legal drafting for PPP frameworks and enabling legislation.
  • Capacity-building programmes for public officials and private-sector partners on PPP project delivery.
  • Transaction advisory collaborations with financial, technical, and environmental consultants.
  • Legal due diligence and project readiness assessments for investors and lenders.
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