This advanced training course provides participants with an in-depth understanding of the legal frameworks, contractual models, and regulatory considerations governing project finance transactions. The course emphasizes risk allocation, financing structures, and documentation from both legal and commercial perspectives, equipping participants to design and negotiate project finance agreements across multiple sectors such as energy, infrastructure, transport, and public-private partnerships (PPPs). Through interactive case studies, contract analysis, and negotiation simulations, participants will gain the expertise to structure legally sound, bankable, and sustainable project finance deals that balance the interests of sponsors, lenders, and public authorities.
Secure enrollment • Professional certificate included
Learning Objectives
By the end of the training, participants will be able to:
Understand the fundamental principles and legal frameworks of project finance.
Identify and manage the key legal risks in structuring project finance transactions.
Draft and interpret core project finance documentation, including concession agreements and financing contracts.
Apply effective risk allocation, security, and collateralization mechanisms.
Analyze the regulatory, tax, and compliance requirements affecting project finance deals.
Structure and negotiate agreements between public and private entities.
Evaluate dispute resolution mechanisms and enforcement in project finance contracts.
Course Content
Module 1: Introduction to Project Finance and Legal Fundamentals Overview: Introduces the principles, participants, and legal foundations of project finance. Key Topics: Definition and characteristics of project finance Limited recourse and non-recourse financing models Key stakeholders: sponsors, lenders, contractors, and public authorities Legal environment and sources of project finance law The role of law firms and advisors in project finance deals Practical Focus: Review of a sample project finance structure and identification of key legal relationships. Module 2: Legal Frameworks and Regulatory Environment Overview: Explores the national and international regulatory frameworks governing project finance. Key Topics: Public-private partnership (PPP) legal frameworks National investment laws and foreign investment protections Licensing, permitting, and environmental law considerations Sector-specific laws (energy, transport, water, telecommunications) International investment treaties and cross-border financing regulations Practical Focus: Participants analyze country-specific legal frameworks to identify compliance challenges. Module 3: Risk Allocation and Legal Structuring Principles Overview: Covers the allocation of legal, financial, and operational risks among project participants. Key Topics: Risk identification and classification (construction, market, political, environmental) Principles of risk allocation and mitigation Legal strategies for balancing lender and sponsor interests Force majeure, change in law, and termination clauses Structuring through Special Purpose Vehicles (SPVs) Practical Focus: Case study on risk allocation in a PPP toll road project, with group analysis. Module 4: Project Finance Contracts and Documentation I – Core Agreements Overview: Focuses on the main contracts underpinning project finance transactions. Key Topics: Concession and implementation agreements Construction (EPC) and operation & maintenance (O&M) contracts Power Purchase Agreements (PPAs) and Offtake Agreements Shareholders’ Agreements and Joint Venture structures Loan agreements and intercreditor arrangements Practical Focus: Dissection of a sample concession agreement to identify legal obligations and risks. Module 5: Project Finance Contracts and Documentation II – Financing Instruments Overview: Examines financing and security documentation in project finance. Key Topics: Loan facilities and security packages Collateral, guarantees, and step-in rights Escrow arrangements and cash flow waterfalls Direct agreements between lenders and project parties Legal implications of refinancing and restructuring Practical Focus: Drafting exercise: creating a simplified security and direct agreement outline. Module 6: Public-Private Partnerships (PPP) and Concession Structuring Overview: Delves into the legal and contractual nuances of PPPs and concession-based projects. Key Topics: PPP legal models: BOT, BOOT, DBFO, and variations Public sector obligations and sovereign guarantees Procurement and competitive bidding procedures Project delivery models and performance-based contracting Case law and precedents in PPP disputes Practical Focus: Simulated negotiation of a PPP concession contract between public and private parties. Module 7: Taxation, Compliance, and Legal Due Diligence Overview: Analyzes the fiscal and compliance dimensions of project finance transactions. Key Topics: Tax structuring for cross-border project finance Withholding taxes, transfer pricing, and double taxation treaties Environmental, social, and governance (ESG) compliance Legal due diligence checklist and methodologies Anti-bribery and anti-corruption regulations (FCPA, UK Bribery Act) Practical Focus: Participants conduct a due diligence risk review for a sample infrastructure project. Module 8: Dispute Resolution, Arbitration, and Enforcement Overview: Covers dispute resolution mechanisms and enforcement of project finance agreements. Key Topics: Common sources of disputes in project finance Arbitration and mediation in international project disputes Enforcement of arbitral awards and sovereign immunity issues Contractual remedies, step-in rights, and termination processes Role of international arbitration institutions (ICC, LCIA, ICSID) Practical Focus: Mock arbitration session based on a project finance dispute scenario. Module 9: Emerging Trends in Project Finance Law Overview: Explores how innovation and global trends are reshaping legal structuring in project finance. Key Topics: Green finance, ESG-linked loans, and climate-resilient projects Islamic finance and Sharia-compliant project structures Digitalization of project documentation and smart contracts Role of AI and data analytics in due diligence and compliance Evolution of global infrastructure funding and blended finance models Practical Focus: Analysis of a green infrastructure project and its legal structuring components. Module 10: Capstone Project and Strategic Legal Structuring Workshop Overview: Consolidates the entire course through an applied, real-world project finance simulation. Key Topics: Designing the legal structure of a complete project finance deal Drafting key clauses for risk allocation and financing arrangements Integrating environmental and social safeguards into project documents Presenting a bankability assessment from a legal perspective Legal compliance and closing procedures Capstone Project: Participants will develop and present a comprehensive legal structuring plan for a hypothetical project finance transaction (e.g., renewable energy, toll road, or desalination plant), including a risk matrix, key contract outlines, and regulatory compliance roadmap.
Who Should Attend
This training course is ideal for lawyers, legal advisors, corporate counsel, financial analysts, project managers, investment officers, bankers, regulators, policymakers, and consultants involved in infrastructure, energy, or public-private partnership (PPP) projects. It is also beneficial for government officials overseeing concession or BOT (Build-Operate-Transfer) projects.
