Training Course on Legal Due Diligence in PPP Projects

Module 1: Introduction to Legal Due Diligence in PPPs
Definition, objectives, and importance of legal due diligence
Relationship between legal, financial, and technical due diligence
Key legal risks in PPP projects: ownership, compliance, and regulatory issues
Case study: Impact of inadequate due diligence on PPP project outcomes
Discussion: The role of due diligence in PPP risk management

Module 2: Legal Frameworks and Institutional Context
National laws governing PPPs, public procurement, and concessions
International standards and multilateral legal requirements
Institutional responsibilities and approval processes
Exercise: Mapping the legal and institutional landscape for PPP projects
Best practices in aligning PPPs with legal and regulatory frameworks

Module 3: Contractual Due Diligence
Review of PPP agreements: concession, lease, BOT, BOOT, and DBFOM models
Key contractual clauses: obligations, risk allocation, and termination provisions
Force majeure, change in law, and dispute resolution clauses
Workshop: Analyzing and interpreting a PPP concession agreement
Case study: Lessons from contract disputes due to inadequate due diligence

Module 4: Corporate, Land, and Environmental Due Diligence
Corporate structure, ownership, and legal status of project partners
Land acquisition, titles, and right-of-way assessments
Environmental and social safeguards and compliance checks
Exercise: Conducting a due diligence checklist for land and environmental aspects
Best practices in integrating ESG (Environmental, Social, and Governance) considerations

Module 5: Regulatory Compliance and Risk Assessment
Sector-specific laws (energy, transport, water, ICT, etc.)
Tax, labor, and competition law compliance in PPP structures
Identifying and mitigating legal and regulatory risks
Workshop: Preparing a risk assessment matrix for a PPP project
Discussion: Balancing compliance with project efficiency and innovation

Module 6: Financial and Transactional Legal Review
Legal implications of financing agreements and guarantees
Review of security instruments, performance bonds, and warranties
Understanding lender requirements and due diligence standards
Case study: Legal-structural issues affecting PPP financial closure
Exercise: Reviewing a term sheet and loan agreement for compliance gaps

Module 7: Legal Due Diligence Reporting and Best Practices
Structuring and drafting a comprehensive legal due diligence report
Communicating findings to stakeholders and decision-makers
Case studies of successful LDD in major PPP transactions
Capstone Project: Preparing a due diligence report for a sample PPP project
Future trends: digital legal due diligence tools and AI-based document review