Establishing robust PPP Legal Frameworks and Enabling Legislation is the foundational bedrock upon which successful Public-Private Partnerships are built, providing the necessary certainty, enforceability, and investor confidence essential for attracting private capital and expertise. A well-designed legal framework clarifies the legal authority for PPPs, defines the rights and obligations of all parties, establishes transparent procurement rules, and provides mechanisms for dispute resolution, thereby mitigating legal and regulatory risks for both public and private sectors. This comprehensive training course is meticulously designed to equip legal professionals, government officials, policymakers, and private sector participants with the in-depth knowledge and practical skills required to understand, develop, and navigate the intricate legal and regulatory landscape governing PPPs, ensuring compliance, bankability, and long-term contractual stability. Without a clear and consistent PPP Legal Framework and Enabling Legislation, countries risk fragmented, unenforceable, or fiscally unsustainable PPP projects, deterring credible investors and undermining the potential for effective public-private collaboration, underscoring the vital need for specialized expertise in this critical domain.

Duration: 10 Days

Target Audience

• Legal Professionals (Lawyers, Legal Advisors, In-house Counsel)
• Government Officials involved in PPP policy and legislation
• PPP Unit Professionals
• Policymakers and Legislators
• Private Sector Project Developers and Investors
• Financial Institutions and their Legal Teams
• Regulators of infrastructure sectors
• Academics and Researchers in public law and project finance
• Consultants providing legal advisory services on PPPs
• Anyone involved in drafting, interpreting, or enforcing PPP laws and contracts

Objectives

• Understand the fundamental legal principles underpinning Public-Private Partnerships.
• Learn about the key components of an effective PPP legal framework.
• Acquire skills in analyzing different legislative approaches to PPPs globally.
• Comprehend techniques for drafting and reviewing enabling PPP legislation.
• Explore strategies for ensuring legal certainty and enforceability of PPP contracts.
• Understand the importance of risk allocation and transfer from a legal perspective.
• Gain insights into procurement laws and procedures specific to PPPs.
• Develop a practical understanding of dispute resolution mechanisms in PPP contracts.
• Master contractual provisions for long-term PPP agreements.
• Acquire skills in identifying and mitigating legal and regulatory risks in PPPs.
• Learn to apply international best practices and guidelines for PPP legal frameworks.
• Comprehend techniques for managing changes in law and their impact on contracts.
• Explore strategies for ensuring transparency and anti-corruption through legal means.
• Understand the importance of fiscal responsibility and contingent liabilities from a legal viewpoint.
• Develop the ability to contribute to the development and implementation of sound PPP legal frameworks.

Course Content

Module 1: Introduction to the Legal Foundations of PPPs

• Defining PPPs from a legal perspective.
• The legal rationale for PPPs: public interest vs. private gain.
• Sources of law governing PPPs: constitutional, statutory, contractual.
• Importance of legal certainty and predictability for investors.
• Overview of global trends in PPP legislation.

Module 2: Key Components of an Enabling PPP Legal Framework

• Legal authority for government entities to enter into PPPs.
• Definition of PPPs and their scope (sectors, types of projects).
• Principles of public financial management and fiscal responsibility.
• Clear allocation of roles and responsibilities among government agencies.
• Mechanisms for project approval and oversight.

Module 3: Legislative Approaches to PPPs

• Dedicated PPP laws (e.g., standalone acts).
• Sector-specific PPP legislation.
• General public procurement laws with PPP provisions.
• Contractual approaches without specific PPP legislation.
• Advantages and disadvantages of different legislative models.

Module 4: PPP Procurement Laws and Procedures

• Legal requirements for competitive tendering in PPPs.
• Stages of PPP procurement from a legal standpoint (e.g., pre-qualification, RFP).
• Bid evaluation criteria and legal challenges to procurement decisions.
• Transparency requirements in the procurement process.
• Managing unsolicited proposals (USPs) legally.

Module 5: Legal Aspects of Risk Allocation and Transfer

• Contractual mechanisms for risk allocation (e.g., force majeure, change in law, demand risk).
• Legal enforceability of risk transfer provisions.
• Role of government guarantees and indemnities.
• Legal implications of risk sharing arrangements.
• Case studies of risk allocation disputes.

Module 6: PPP Contractual Framework: Core Provisions

• Key clauses in a PPP concession agreement (e.g., term, scope of services, payment mechanism).
• Performance specifications and KPIs.
• Default and termination clauses.
• Step-in rights and lenders' direct agreements.
• Insurance and indemnities.

Module 7: PPP Contractual Framework: Financial and Security Aspects

• Legal aspects of project finance structures.
• Security interests over project assets and revenues.
• Inter-creditor agreements and subordination.
• Legal opinions for financial close.
• Repatriation of profits and foreign exchange regulations.

Module 8: Fiscal and Public Financial Management Laws

• Legal basis for fiscal commitments and contingent liabilities in PPPs.
• Budgetary treatment and accounting standards for PPPs.
• Legal limits on government guarantees and debt.
• Parliamentary oversight of PPP fiscal implications.
• Ensuring long-term fiscal sustainability.

Module 9: Land Acquisition and Environmental/Social Safeguards

• Legal frameworks for land acquisition and resettlement.
• Environmental impact assessment (EIA) and social impact assessment (SIA) legal requirements.
• Compliance with international environmental and social standards.
• Permitting and licensing requirements.
• Legal challenges related to environmental and social issues.

Module 10: Regulatory Frameworks for PPPs

• Role of independent regulators in PPP sectors (e.g., utilities, transport).
• Legal basis for tariff setting and regulatory oversight.
• Dispute resolution between regulators, public, and private parties.
• Ensuring regulatory stability and predictability.
• Legal implications of regulatory changes.

Module 11: Dispute Resolution Mechanisms in PPPs

• Contractual provisions for dispute avoidance and resolution.
• Negotiation, mediation, and conciliation.
• Adjudication and expert determination.
• Domestic and international arbitration (e.g., ICC, ICSID).
• Litigation and enforcement of awards.

Module 12: Managing Changes in Law and Force Majeure

• Contractual provisions for "change in law" events.
• Allocation of risks associated with legislative changes.
• Force majeure clauses: definition, consequences, and relief.
• Legal interpretation of force majeure events.
• Case studies of change in law and force majeure claims.

Module 13: Transparency, Anti-Corruption, and Ethics

• Legal requirements for transparency in PPP procurement and contracting.
• Anti-corruption laws and their application to PPPs.
• Legal provisions for ethical conduct and conflict of interest.
• Whistleblower protection.
• International conventions and their influence on national laws.

Module 14: Contract Termination and Handback

• Legal grounds for early termination of PPP contracts.
• Compensation on termination and valuation methodologies.
• Handback provisions: legal requirements for asset transfer.
• Legal implications of asset condition at handback.
• Dispute resolution related to termination and handback.

Module 15: International Best Practices and Emerging Legal Trends

• Review of UNCITRAL, World Bank, and other international guidelines for PPP legislation.
• Comparative analysis of legal frameworks across different jurisdictions.
• Emerging legal issues: digitalization, smart contracts, climate change clauses.
• Legal aspects of social PPPs and blended finance.
• Future of PPP legal frameworks and legislative reforms.

Training Approach

This course will be delivered by our skilled trainers who have vast knowledge and experience as expert professionals in the fields. The course is taught in English and through a mix of theory, practical activities, group discussion and case studies. Course manuals and additional training materials will be provided to the participants upon completion of the training.

Tailor-Made Course

This course can also be tailor-made to meet organization requirement. For further inquiries, please contact us on: Email: info@skillsforafrica.org, training@skillsforafrica.org Tel: +254 702 249 449

Training Venue

The training will be held at our Skills for Africa Training Institute Training Centre. We also offer training for a group at requested location all over the world. The course fee covers the course tuition, training materials, two break refreshments, and buffet lunch.

Visa application, travel expenses, airport transfers, dinners, accommodation, insurance, and other personal expenses are catered by the participant

Certification

Participants will be issued with Skills for Africa Training Institute certificate upon completion of this course.

Airport Pickup and Accommodation

Airport pickup and accommodation is arranged upon request. For booking contact our Training Coordinator through Email: info@skillsforafrica.org, training@skillsforafrica.org Tel: +254 702 249 449

Terms of Payment: Unless otherwise agreed between the two parties’ payment of the course fee should be done 7 working days before commencement of the training.