06 Legal Report@p41-54NEW

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LEGAL REPORT 201242Global review

43 League tables

45Project list

48Americas

50AsiaPacific

52EMEA

INTHIS SECTION


http://slidepdf.com/reader/full/06-legal-reportp41-54new 2/14Project Finance International November 14 201242

ACHANGINGWORLD

FORTHELAWTHE PROJECT FINANCE INTERNATIONAL (PFI) ANNUAL LAW SURVEY IS PUBLISHED AT A TIME OF IMMENSE

CHANGE FOR THE MARKET THAT LAWYERS SERVE. AND IT IS THEREFORE NOT SURPRISING THAT THE LAST

12 MONTHS HAVE SEEN SOME DRAMATIC UPHEAVALS IN THE PROJECT FINANCE LAW SECTOR, WITH NEW

MOVES AND ALLIANCES APLENTY.

INTRODUCTION

The changing world of international project

finance law and its proponents is discussed in

some detail in the regional review published with

this survey – for the Americas, Asia-Pacific and

EMEA. First things first, however, the annual deal

survey.

Allen & Overy once again came top in the

global table, with 25 mandates equally spread

across the lender and sponsor client base.

Linklaters was a big climber in the 2011/12 table,

rising from seventh to second. And it was

followed in the table by another Magic Circle

firm, Clifford Chance, up from sixth. The first

White Shoe firm was Milbank Tweed, which

came in fourth.

The strength of the Australian market

was shown by the fact that Allen came infifth. Allen is one of the firms that has seen

some big corporate changes this year, with

the strategic alliance signed with Linklaters.

However, unlike some other deals, this was

not a merger. UK/Australia-based firms Herbert

Smith and Freehills did conduct a merger

and the new firm came in ninth in the table.

Others in the global Top 10 were Latham &

Watkins, White & Case, Norton Rose, and

Chadbourne & Parke and Shearman & Sterling

in joint 10th.

The regional tables were headed by Milbank

Tweed in the Americas, Allens in Asia-Pacific and

Allen & Overy in EMEA.

Each year, PFI conducts its unique survey of the

law firms working in the primary – and

secondary – roles on the major deals. These deals

are defined as projects valued at more than

US$500m. The US$500m floor acts as an effective

snapshot to the market, in terms of measuring

both significant domestic project financings and

the cross-border international deals. To be

included in the tables the projects need to have

closed between October 2011 and September

2012.

The main event in the New York market this

year was the implosion of Dewey LeBoeuf, whichled many lawyers to seek new homes. Indeed, the

ramifications of this event were felt across the

world, given the global size and reach of Dewey.

It should not be forgotten that one of the firm’s

key strengths was in energy, utilities and project

finance. It is not often that a firm collapses. The

Dewey LeBoeuf merger was arranged just before

the global credit crash in 2007 and contained

embedded high costs and high debt. Who says

the law is safe! There was plenty of legal moves

in New York, both due to the Dewey problems

and from the market, which are described in the

Americas review article with this survey.

The people moves were just as frantic down

south in Latin America. US legal firms have

considered opening new offices in Brazil and

hired expert lawyers to guide the firms through

the legal LatAm thicket. Hogan Lovells hopes to

open its Rio de Janeiro office in the fourth

quarter and in 18 to 24 months it could open

another office in Sao Paulo. Chadbourne & Parke

already has offices in Sao Paulo – since 2010 –and Mexico City. But another leading proponent,

Milbank Tweed, has only one Latin American

office, in Sao Paulo, and the firm has no plans to

open other regional offices.

In Asia-Pacific, the region saw a host of

big mergers and alliances, mainly focused on

the local Australian firms and the UK Magic

Circle. Blake Dawson merged its Asian offices

with Ashurst and rebranded as Ashurst

Australia. Allens Arthur Robinson linked

with Linklaters to become Allens. Freehills

joined with Herbert Smith to become Herbert

Smith Freehills, and Mallesons took the China

option and merged with King & Wood to become

King & Wood Mallesons. There were plenty of

other moves and alliances, detailed in the Asia-

Pacific review article. Across the rest of Asia,

Singapore grew as an important legal business

centre and welcomed foreign firms with open

arms.

In the EMEA region, the changes in the project

finance market saw firms adapting to a new

climate. Project bonds, export credit agencies and

even a big move into Africa all represented new

opportunities and challenges. “How was 2012?” is

a question that elicits mixed reactions from

EMEA’s project finance lawyers. A sharp intake of breath from some, before they explain that the

European market is the worst its ever been. “A

record year,” cry others, as they reel off the multi-

billion dollar emerging markets deals that finally

reached close.


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LEGAL SURVEY

GLOBAL- SEPT 2011 TOSEPT 2012

Law firm Lender Sponsor Total

Allen & Overy 13 12 25

Linklaters 8 10 18

Clifford Chance 11 6 17

Milbank Tweed 11 3 14Allens 7 3 10

Latham & Watkins 4 6 10

White & Case 7 3 10

Norton Rose 3 5 8

Herbert Smith Freehills 3 4 7

Chadbourne & Parke 1 5 6

Shearman & Sterling 4 2 6

Baker & McKenzie 1 3 4

Lee & Ko 0 4 4

Slaughter & May 1 3 4

Amarchand Mangaldas 3 0 3

Ashurst 2 1 3

Kim & Chang 3 0 3

Link Legal 3 0 3

Simpson Thacher & Bartlett 2 1 3

Skadden Arps 3 0 3

Clayton Utz 0 2 2

Galicia Abogados 1 1 2

Gide Loyrette Nouel 1 1 2

Leges Advokat 2 0 2

McCarthy Tetrault 0 2 2

Mijares Angoitia Cortes y Fuentes 1 1 2

Orrick 1 1 2

Sullivan & Cromwell 1 1 2

Willkie Farr & Gallagher 0 2 2

Akin Gump, Azizov & Partners 0 1 1

Albar & Partners 1 0 1Allen & Gledhill 0 1 1

Andrews Kurth 0 1 1

Arab Legal Consultants 0 1 1

Bahr 1 0 1

GLOBAL- SEPT 2011 TOSEPT 2012 CONTINUED


Basch & Rameh 0 1 1

Blakes 1 0 1

Bredin Prat 0 1 1

Chandler & Tong-ek 1 0 1Colibri 0 1 1

DLA Piper 0 1 1

Freshfields Bruckhaus Deringer 1 0 1

Gibson Dunn 0 1 1

Gilbert & Tobin 1 0 1

Gomez Pinzon Zuleta 0 1 1

Hacohen Rozenberg 0 1 1

Helmy Hamza & Partners 1 0 1

Hogan Lovells 1 0 1

IDBI Legal Department 1 0 1

J Sagar Associates 1 0 1

Kim Chang & Lee 1 0 1

King & Wood Mallesons 0 1 1

Legist 0 1 1

Lovells 1 0 1

Loyens & Loeff 0 1 1

Mallesons Stephen Jaques 1 0 1

Miranda & Amado Abogados 0 1 1

Morrison & Foerster 0 1 1

Nishimura & Asahi 1 0 1

Osler 1 0 1

Philippi Yrarrazaval Puldido & B runner 0 1 1

Pilsbury Winthrop Shaw Pitt 0 1 1

Qiompmes Cruz Abogados 0 1 1

Rodrigo Elias & Medrano 1 0 1

Salans 1 0 1

SJ Law Advocates & Solicitors 1 0 1Stikeman Eliot 0 1 1

Vinson & Elkins 0 1 1

Wright & Cooney 0 1 1

Yigal Amon 1 0 1



LEGAL SURVEY

AMERICAS - SEPT 2011 TOSEPT 2012


Milbank Tweed 10 2 12

Allen & Overy 2 5 7


Chadbourne & Parke 1 4 5Linklaters 1 4 5


Simpson Thacher & Bartlett 2 1 3

White & Case 3 0 3

Galicia Abogados 1 1 2

Mijares Angoitia Cortes y Fuentes 1 1 2

Norton Rose 2 0 2

Andrews Kurth 0 1 1

Bahr 1 0 1


Basch & Rameh 0 1 1

Blakes 1 0 1

Gibson Dunn 0 1 1

Gomez Pinzon Zuleta 0 1 1


Miranda & Amado Abogados 0 1 1

Morrison & Foerster 0 1 1

Nishimura & Asahi 1 0 1

Orrick 1 0 1

Osler 1 0 1

Philippi Yrarrazaval Puldido & B runner 0 1 1

Pilsbury Winthrop Shaw Pitt 0 1 1

Qiompmes Cruz Abogados 0 1 1

Rodrigo Elias & Medrano 1 0 1


Skadden Arps 1 0 1

Stikeman Eliot 0 1 1

ASIA PACIFIC - SEPT 2011 TOSEPT 2012


Allens 7 3 10


Allen & Overy 5 0 5

Lee & Ko 0 4 4Amarchand Mangaldas 3 0 3

Kim & Chang 3 0 3

Link Legal 3 0 3

Clayton Utz 0 2 2


Albar & Partners 1 0 1

Allen & Gledhill 0 1 1

Ashurst 1 0 1


Chandler & Tong-ek 1 0 1


Gilbert & Tobin 1 0 1

IDBI Legal Department 1 0 1

J Sagar Associates 1 0 1

Kim Chang & Lee 1 0 1

King & Wood Mallesons 0 1 1

Legist 0 1 1

Mallesons Stephen Jaques 1 0 1

Norton Rose 0 1 1

SJ Law Advocates & Solicitors 1 0 1


Wright & Cooney 0 1 1

EMEA- SEPT2011TOSEPT2012


Allen & Overy 6 7 13

Linklaters 7 6 13


White & Case 4 3 7

Norton Rose 1 4 5


Slaughter & May 1 3 4

Ashurst 1 1 2


Gide Loyrette Nouel 1 1 2


Leges Advokat 2 0 2

Milbank Tweed 1 1 2

Skadden Arps 2 0 2

Willkie Farr & Gallagher 0 2 2

Akin Gump 0 1 1

Arab Legal Consultants 0 1 1

Azizov & Partners 0 1 1

EMEA - SEPT 2011 TOSEPT 2012 CONTINUED


Bredin Prat 0 1 1

Chadbourne & Parke 0 1 1

Colibri 0 1 1

DLA Piper 0 1 1

Freshfields Bruckhaus Deringer 1 0 1

Hacohen Rozenberg 0 1 1

Helmy Hamza & Partners 1 0 1


Hogan Lovells 1 0 1

Lovells 1 0 1

Loyens & Loeff 0 1 1


Orrick 0 1 1

Salans 1 0 1


Vincent & Elkins 0 1 1

Yigal Amon 1 0 1



LEGAL SURVEY

PROJECT LIST SEPT 2011 TOSEPT 2012

Project Country Value (US$m) Lenders Sponsors Subsidiary roles Sector

Barzan Gas Qatar 10,000 Skadden Arps White & Case Allen &Overy advised the ECAs Oil & Gas

AP LNG Australia 8,500 Latham & Watkins, Allens Sullivan & Cromwell, – Oil & Gas

Clayton Utz

Agility Trains Ltd-Intercity United Kingdom 6,199 Ashurst DLA Piper Freshfields Bruckhaus Deringer TransportationExpress Partnership

Nord Stream Phase 1Refinancing Russian Fed 5,400 Clifford Chance White & Case – Oil & Gas

Cartagena Oil Refinery Colombia 5,000 Milbank Tweed Linklaters – Petrochemicals

Eiffarie Refinancing France 4,614 Gide Loyrette Nouel Clifford Chance, Bredin Prat – Transportation

Su rgil G as Field Uzbekista n 4,0 00 Nor ton Rose, LegesAdv okat Vi nson & El ki ns, Col ibri, Li nkl aters advi sed C DC Oil & Gas

Open Grid Europe Germany 3,879 Clifford Chance Linklaters Oil & Gas

Mo st oro d Refin er y Egypt 3,700 Allen & Over y, S laughter & May, S hear man & S terli ng, Arab Ful br ight & J awor ski a dvi sed Oil & Gas

Helmy Hamza & Partners Legal Consultants the AfDB

Western High-Speed Motorway Russian Fed 3,651 Freshfields Bruckhaus Deringer Linklaters Transportation

Sabine Pass Liquefaction Train USA 3,626 Chadbourne & Parke Andrews Kurth Latham & Watkins Oil & Gas

Xayaburi Hydroelectric Laos 3,400 Chandler & Tong-ek Legist – Power

SeverEnergy Russian Fed 3,000 White & Case Norton Rose – Oil & Gas

Al Qurayyah IPP Saudi Arabia 2,751 Allen & Overy Chadbourne & Parke Baker Botts advised the Power

concession awarder

Lundin Petroleum Refinancing Norway 2,500 Herbert Smith Freehills Ashurst Linklaters Oil & Gas

Sydney Desalination Australia 2,230 Gilbert & Tobin Allens King & Wood Mallesons advised PPP

NSW, Baker & Mckenzie and

Olser advised OTPP

Tanjung Bin Energy Issuer Bhd Malaysia 2,171 Albar & Partners In-house – Power

Jubail A crylic Monomers Saudi A rabia 2,000 Clifford Chance Linklaters Baker & Mckenzie advised Petrochemicals

Scheme Tasnee/Sahara Dow and Evonik

Meja Thermal Power India 1,958 Link-Legal In-house Power

Nim es an d Mon tpell ier By pa ss Fran ce 1 ,866 Lin kla ters Wi llk ie Fa rr & Gall agher Gi de Lo yretter Nouel advi sed a Tran spor tati on

lender, Allen & Overy and

Clifford Chance advised

guarantor/ECA/multilateral

Oleoducto Bicentenario Colombia 1,800 In-house Allen & Overy, Gomez Pinzon – Oil & Gasde Colombia Zuleta, Qiompmes Cruz

Abogados

Sierra Gorda Copper Mine Chile 1,800 MilbankTweed, Nishimura Baker & McKenzie, Philippi Morrison & Foerster advised Mining

&Asahi YrarrazavalPuldido&Brunner junior lenders,Atsumi & Sakai

advised JOGMEC

Sangju - Youngcheon Expressway South Korea 1,677 Kim & Chang Lee & Ko – Transportation

Ma’aden Alcoa Alumina Refinery Saudi Arabia 1,666 Clifford Chance Baker & McKenzie – Industry

GW Lincs (Centrica) Wind Farm United Kingdom 1,584 Linklaters Slaughter & May – Power

Lon don T ham es Gat eway Uni ted Kin gdom 1 ,55 9 Cli ffo rd C han ce Allen & O very Fresh fields a dvi sedguara nto r/ Tran spor tati on

Greenfield Port ECA/multilateral, Norton Rose

Cernambi South FPSO Brazil 1,500 Norton Rose Linklaters – Oil & Gas

Jorf Lasfar Power Plant Morocco 1,500 Linklaters Allen & Overy Chadbourne & Parke advised Power

Expansion ONE

Montes del Plata Pulp Uruguay 1,500 Milbank Tweed Simpson Thacher – Energy

Nigerian Reserve Nigeria 1,500 Milbank Tweed Latham & Watkins – Oil & Gas

Development Financing

Sur IPP Oman 1,500 Allen & Overy Norton Rose DLA Piper advised concession Power

awarder, White & Case advised

Chubu Electric, Linklaters

advised guarantor/ECA/

multilateral

Abhijeet Thermal Power India 1,472 SJ Law Advocates & Solicitors In-house – Power

Guri Pocheon Expressway South Korea 1,457 Kim & Chang Lee & Ko – Transportation

Ecotax Toll France 1,432 White & Case Willkie Farr & Gallagher Linklaters PPP

Kishangarh Udaipur India 1,388 Link-Legal In-house – Transportation

Ahmadabad Road

Mallavaram-Bhopal-Bhilwara- India 1,307 Amarchand Mangaldas In-house Oil & GasVijaipur Pipeline

Vattenfall Assets Sale Finland 1,304 Linklaters Allen & Overy – Power

Mehsana-Bhatinda-Jammu- India 1,300 Amarchand Mangaldas In-house Power

Srinagar Pipeline



LEGAL SURVEY

PROJECT LIST SEPT 2011 TOSEPT 2012 CONTINUED


Dolphin Energy bond UAE 1,300 Sullivan & Cromwell Shearman & Sterling – Oil & Gas

Queiroz Galvao Two Drillships Brazil 1,300 White & Case Basch & Rameh – Oil & Gas

Eastlink PPP Project Refinancing 2Australia 1,290 Allens King & Wood Mallesons – Transportation

Singapore Power Cross Singapore 1,244 Allen & Overy Allen & Gledhill – PowerIsland Tunnel

Tufanbeyli Lignite-Fired Turkey 1,232 Clifford Chance White & Case – Power

Nong Saeng Gas-Fired Thailand 1,220 Allen & Overy Baker & McKenzie – Power

Combined-Cycle Power

S am balpur I ntegr ated St eel I ndia 1, 205 I DB I Legal Depar tm en t Sponsor sc oun sel - In -h ouse Allen & Ov er y, Si nghan i I ndu str ial

Plant Project Phase V & Partners, TrilegalSui Juris

United Steel Company Bahrain 1,200 Baker & McKenzie Clifford Chance – Industrial

Topaz Solar Farms USA 1,195 Latham & Watkins Gibson Dunn – Power

Farac Toll Road PPP Bond Mexico 1,160 Allen & Overy Mijares Angoitia Cortes y – Transportation

Refinancing Fuentes

Parkville (Victoria) Australia 1,138 Herbert Smith Freehills Clayton Utz Allens acted for Honeywell PPP

Comprehensive Cancer Centre

Northwind Offshore Wind Belgium 1,132 White & Case Loyens & Loeff – Power

Medina International A irport Saudi A rabia 1,100 Linklaters Norton Rose White & Case advised IFC and Gaca Transportation

Presido Parkway USA 1,100 Orrick Milbank Tweed Nossaman advised Caltrans Transportation

OSX-2 FPSO Brazil 1,093 White & Case Allen & Overy Oil & Gas

Cidade de Ilhabela FPSO Brazil 1,050 Norton Rose Allen & Overy Milbank Tweed advised Oil & Gas

Guara-Norte Mitsubishi

Embraport Terminal Expansion Brazil 1,039 White & Case Milbank Tweed Davis Polk & Wardwell Transportation

Kansanshi Copper Mine Zambia 1,000 Linklaters Allen & Overy – Mining

Expansion

QSTec Polysilicon Qatar 1,000 Skadden Arps Milbank Tweed – Power

Highway 407 East Extension Canada 993 Osler Stikeman Eliot – Transportation

La Muralla IV Brazil 993 Milbank Tweed, Galicia Clifford Chance – Oil & Gas

Abogados

NH8 Ahmedabad Vadodara- India 988 Link Legal In-house – Transportation

Six Laning & NE1 ExpresswayEquipower Portfolio Financing USA 985 Milbank Tweed Latham & Watkins – Power

Oaxaca Marena Renovables M exico 962 Clifford Chance, Mijares Chadbourne & Parke, Galicia – Power

Wind Farm Angoitia Cortes y Fuentes Abogados

Gatwick Airport Bond United Kingdom 960 Allen & Overy Slaughter & May – Transportation

Incheon-Gimpo Expressway South Korea 920 Kim & Chang Lee & Ko – Transportation

Cikampek-Palimanan Toll Road Indonesia 915 Allen & Overy – – Transportation

Paris Palais de Justice France 914 Salans Orrick Clifford Chance advised the PPP

guarantor

Cerro Del Aguila SA Peru 909 Milbank Tweed, Rodrigo Elias Morrison & Foerster, Miranda – Power

& Medrano & Amado Abogados

M5 South West Motorway Australia 903 Allens Herbert Smith Freehills Ashurst Transportation

Expansion

Tamar Natural Gas Israel 900 Shearman & Sterling Allen & Overy – Oil & Gas

Senoko Sembawang Gas Singapore 875 Allen & Overy Latham & Watkins Power

Fired Power

Schahin Black Diamond Brazil 865 Milbank Tweed Linklaters Shearman & Sterling Oil & Gas

IDO Privatization Turkey 861 Latham & Watkins – – Transportation

North Eastern Maharashtra India 847 Amarchand Mangaldas In-house – Power

Transmission Line

Seigneurie de Beaupre II & III Canada 842 Blakes, Clifford Chance McCarthy Tetrault – Power

Windfarm

Nottingham Express Transit United Kingdom 801 Hogan Lovells Linklaters – Transportation

Lines 2 and 3

AEI Fenix Chilca Combined Peru 779 Allen & Overy Clifford Chance – Power

Cycle Power

Perth A irport Refinancing and Australia 778 Mallesons Stephen Jaque s, Allens Herbert Smith Freehills Transportation

Expansion Allens advised guarantor/ECAHeritage Oil Nigeria 765 White & Case McCarthy Tetrault – Oil & Gas

Iskenderun Port Turkey 750 Linklaters Clifford Chance – Transportation

Schahin II Brazil 750 Milbank Tweed Linklaters – Oil & Gas

LSP Madison Portfolio USA 750 Shearman & Sterling Latham & Watkins – Power

Recapitalization



LEGAL SURVEY

PROJECT LIST SEPT 2011 TOSEPT 2012 CONTINUED


Sipchem/Hanwha Saudi Arabia 750 Allen & Overy Norton Rose – Petrochemicals

Petrochemical Scheme

Interlink M 5 Project Refinancing2 Austral ia 74 5 Allens Herbert S mit h Freeh il ls Ashu rst a dv ised t he guar an tor, Tran spor tati onKing & Wood Mallesons advised

on equity and tax aspects

2nd Seoul-Incheon South Korea 698 Kim Chang & Lee Lee & Ko – Transportation

Linking Highway

Essential Power Portfolio USA 665 Simpson Thacher Latham & Watkins – Power

Alta Wind V II & A lta Wind IX USA 649 Simpson T hacher & Bartlett Latham & Watkins Chadbourne & Parke advised P ower

Terra-Gen as tax counsel

Hope Downs 4 Iron Ore Australia 617 Herbert Smith Freehills Wright & Cooney – Mining

Edinburgh Airport United Kingdom 616 Allen & Overy Slaughter & May – Transportation

Tropicana Gold Mine Australia 606 Allens – Mining

Delhi-Agra Road India 600 J Sagar Associates In-house – Transportation

Samapco Integrated Saudi Arabia 599 Clifford Chance – – Oil & Gas

Chemical Complex

Allen & OveryDoug Owston Australia 593 Allens Herbert Smith Freehills – PPP

(Darwin) Prison PPP

Odebrecht Drillship Acquisition Brazil 587 Linklaters Chadbourne & Parke – Oil & Gas

Pisto Oil Refinancing France 583 Clifford Chance Linklaters – Oil & Gas

Imperial Solar Energy Center USA 581 Skadden Arps Pilsbury Winthrop Shaw Pitt – Power

South LLC (CSolar IV PV Project)

Arlington Valley Solar PV USA 550 Latham & Watkins Chadbourne & Parke Shearman & Sterling Power

Gorgon LNG Tranport Australia 545 Allen & Overy Clifford Chance – Oil & Gas

Free State Windpower LLC USA 542 Milbank Tweed Chadbourne & Parke – Power

Queensland Airports Refinancing Australia 535 Ashurst Herbert Smith Freehills – Transportation

Ohio State University USA 529 Millbank Tweed Allen & Overy – Transportation

Parking System

Brisbane Airport Refinancing Australia 509 Allens Norton Rose – Transportation

Blaise Diagne Senegal 500 Lovells Gide Loyrette Nouel – TransportationInternational Airport

Khauzak-Shady Uzbekistan 500 Shearman & Sterling, Akin Gump, Azizov &Partners – Oil & Gas

LegesAdvokat

Leviathan Bridge Israel 500 Shearman & Sterling, Allen & Overy, Hacohen – Oil & Gas

Yigal Amon Rozenberg

OSX-3 FPSO Project Brazil 500 Bahr Allen & Overy – Oil & Gas

Tihama Cogeneration Project Saudi Arabia 500 Clifford Chance Linklaters White & Case Power



The legal rankings in North America included

infrastructure deals such as the Presidio Parkway,

which took years to make it to financial close, as

renewables and more traditional power

continued to make a big dent. The mammoth

Sabine Pass liquefaction financing was a big part

of the year for three firms, Chadbourne & Parke,

Andrews Kurth, and Latham & Watkins. Milbank

Tweed was the most active in terms of number of

transactions, representing lenders on 10 deals

and working on the sponsor side on two.

One of the first major developments of the

year came with Jay Worenklein’s move to Akin

Gump, reinforcing the firm’s standing as a

renewable energy powerhouse. He joined Ed

Zaelke and Adam Umanoff as co-head of the

firm’s global project finance practice. Worenklein had most recently been with

Bingham McCutcheon. Earlier in his career he

founded and headed the power and project finance

practices at Milbank, where he practised for 20

years; founded and served as chairman and chief

executive officer of US Power Generating Company;

headed global project finance and independent

power at Lehman Brothers; and served as global

head of Société Générale’s energy, power,

infrastructure and project finance sectors.

Worenklein has guided the financing and

development of some of the largest electricity,

natural gas, water, oil, nuclear and transportation

infrastructure projects across the US internationally.

Early in the year, Stephen Davis also joined Akin

Gump as a partner in its energy and global

transactions practice. Davis was a partner in the

Houston office of Vinson & Elkins, where he was a

founding member of its project finance and

development practice and former managing partner

of its first Asian office. He has experience in handling

project finance and development-related matters for

refining, petrochemical and other energy projects in

the Americas, the Middle East, Africa and Asia.

The fallout from the Dewey LeBoeuf implosion

started in May and resulted in several firms

bulking up their project finance and energy teams.O’Melveny & Myers added a team of attorneys

from Dewey to its New York office. The team of

Richard Shutran, Junaid Chida, Arthur Hazlitt, Mark

Caterini, and Dev Sen has worked in the areas of

finance, development and M&A, and has represented

investors, lenders and sponsors in large-scale energy,

renewable and infrastructure transactions.

In June, a trio of lawyers from Dewey joined

Baker Botts in New York and Houston. William

Lamb and Michael Didriksen of New York and

Thomas Moore of Houston have experience

working with energy clients internationally on

mergers and acquisitions, project development and

strategic investments. The team complemented the

addition of Elaine Walsh, who represents a wide

array of electricity, oil and gas, and mining clients

in a number of major transactional and regulatory

matters. Walsh joined the Washington office of

Baker Botts from Kirkland & Ellis.

In June, Washington DC-based project finance

partner Gregory Smith left Dewey & LeBoeuf to

join Allen & Overy. Smith represents clients inthe development, financing, and privatisation of

infrastructure projects, with an emphasis on

emerging markets.

Hunton & Williams added six partners from

Dewey to its global energy and infrastructure

practice, including Bud Ellis, formerly co-head of

Dewey’s utilities, power and pipelines industry

group, Kevin Felz, Michael Fitzpatrick, Steven

Friend, Steve Loeshelle and Peter O’Brien.

The team that moved to Hunton represents

companies and investment banks in the power and

utility industries, focusing on public and private

capital markets transactions. In addition to their

capital markets deals, the new partners have advised

various power companies and infrastructure funds

on the acquisition and divestiture of both domestic

and international assets, as well as dedicated utility

rate securitisations, synthetic leases, and project

financings in various jurisdictions. The group is

based in New York.

Chadbourne managed to recover somewhat from

the loss of its team of renewables lawyers in 2011

with the hiring of Paul Kaufman and Evelyn Lim,

who joined the firm as partners on August 1 in the

Los Angeles office. Both hires brought extensive

experience working with renewables. Kaufman was

executive vice-president for enXco, while Lim cameto Chadbourne from Element Power.

In infrastructure project law, Geoff Yarema

stepping down as chair of Nossaman infrastructure

group was big news. Patrick Harder, who worked

for several years at Nossaman and for a period was

Project Finance International November 14 201248

LAWYERMOVESPUSHEDBY

DEWEYANDLATAMA HANDFUL OF FIRMS WERE ABLE TO BENEFIT FROM THE LOSS OF DEWEY & LEBOEUF, WITH THE ADDITION

OF EXPERIENCED PROJECT FINANCETEAMS IN THE US. IN LATIN AMERICA, FIRMS HAVE RACED TO EXPAND

INTO BRAZIL. BY ALISON HEALEY AND ALAN GERSTEN.

FEATURES



AMERICAS

co-chair of the infrastructure practice with Yarema,

took over in the position, and Yarema stayed on at

Nossaman as a senior attorney. Nossaman

frequently acts as an adviser to governments and

business in highway construction procurements

and contracts including public-private partnershipsand toll concessions.

Squire Sanders was selected for a significant

new engagement when the firm was chosen by

the US Department of Transportation, Federal

Highway Administration to provide legal services

to FHWA under the Transportation Infrastructure

Finance and Innovation Act (TIFIA) programme.

In Latin America, US legal firms have

considered opening new offices in Brazil and

hired expert lawyers to guide the firms through

the legal LatAm thicket. Hogan Lovells hopes to

open its Rio de Janeiro office in the fourth

quarter and in 18 to 24 months it could open

another office in Sao Paulo, said Claudette M

Christian, the partner who will head the Rio

office.

“We are in the midst of becoming a foreign legal

institution,” she told PFI. That means the

international law firm could handle non-Brazilian

law clients. For example, some US clients might

want to do business in Brazil, but use New York law.

Christian expects to have a four-person office,

with two partners and two associates, all of who

know Brazilian law well. Currently, she is taking a

course in Portuguese and hopes to become proficient

in the language, something she has already achieved

in Spanish. She estimated the whole process toestablish the law office could take six to nine

months, not an inordinate amount of time. Hogan

Lovells went through the proper channels.

“You don’t challenge the rules of the OEB [the

Brazilian bar association],” said Christian, who

has found office space in Rio at Rua Santa Luzia,

651, which is in the downtown area.

While Hogan Lovells was the only US law firm

to plan on a LatAm opening, that firm and others

have been hiring Latin American experts.

Diogenes Bermudez, former general counsel for

Petrobras Venezuela, has joined the Caracas office

of Hogan Lovells as counsel in the infrastructure

and project finance practice.

“Diogenes is one of the best oil and gas lawyers

in Venezuela, and he brings a wealth of

experience that will be of great value to our

clients,” said Bruno Ciuffetelli, co-head of Hogan

Lovells’ Latin American practice. “Diogenes will

help us further strengthen and expand our

energy practice in Latin America, where he has

great contacts and an exceptional reputation.”

In his previous position with Petrobras

Venezuela, Bermudez counselled on oil and gas

law and led complex negotiations with national oil

companies, government officials and international

partners, related to major energy projects. He hasextensive experience negotiating oil and gas

contracts and granting instruments, such as mixed

companies, joint venture agreements, operating

services agreements and gas licences. Hogan

Lovells has an office in Caracas, which is doing

well, Christian said. That’s so despite Hugo

Chavez, who was just re-elected president. “We

don’t get involved in politics,” Christian said.

In September, Carlos T Albarracin, who specialises

in Latin American deals, joined Milbank Tweed

Hadley & McCloy as a partner in the global securitiesgroup of the international law firm. Albarracin, an

Argentine native, was formerly a partner at

Chadbourne & Parke. He has worked on project

finance deals in Mexico, Colombia, Argentina, Chile,

Peru and elsewhere, and has advised foreign and

domestic clients on matters across Latin America.

At Milbank, he will work with the law firm’s

Latin American group, which advises on project

finance deals, among others. While concentrating

on several Latin American countries, Albarracin

will support the firm’s Mexico practice. Milbank’s

only Latin American office is in Sao Paulo.

Meanwhile, Chadbourne, which has offices in Sao

Paulo and Mexico City, had its own plans. First, the

international law firm issued a statement, saying:

“Due to our deep bench strength, we don’t plan any

particular changes in light of Carlos’ departure.”

Allen Miller, LatAm practice co-head, added that

“Carlos is a talented lawyer, and we wish him well.”

Chadbourne has named Silvia Fazio as an

international partner in the corporate practice.

She will be resident in Chadbourne’s Sao Paulo

and London offices and will establish a Brazil

desk in the London office to service the firm’s UK

and European clients that are active in Brazil.

Chadbourne’s Sao Paulo office, which opened in

2010, regularly advises corporations, internationalcommercial and development banks, investment

funds and international investors, multilateral

agencies and export credit agencies on a wide

range of capital markets, bank and project finance

and debt restructuring transactions. Chadbourne

said Fazio was not a replacement for Albarracin,

but just an addition to the Latin American team.

Milbank Tweed’s only Latin American office is in

Sao Paulo, and the firm has no plans to open other

regional offices. “Our strategy is to be in the financial

capitals and not practise local law. In Brazil, we

practise non-Brazilian law, and local firms practise

local law,” said Dan Bartfeld, a partner in Milbank’s

global project finance group, based in New York.

Marcelo Mottesi, also a New York partner, said:

“The focus is in New York. There’s no need to

open anywhere else.” The whole Latin American

region has been “extremely active. Different

funds and investors are looking for yields they

can’t get locally,” said Mottesi, who heads the

firm’s global securities group and is a member of

the Latin America Practice Group.

Besides Brazil, Peru, Chile, Colombia, Mexico

and Venezuela, activity is accelerating in the

Caribbean and Central America. “We’re seeing

sovereign business and representing a large bank

in an international [stock] issuance,” Mottesi said.He declined to be more specific.

Despite the political problems in Venezuela,

Milbank is involved in oil transactions in that

country, helping Asian investors and others

extract the oil and gas there, Bartfeld said.



The move to partnerships is a recognition that the

legal business is not only global but that big deals

are now taking place in the Asia-Pacific region

rather than solely in the northern hemisphere. In

Australia, the profession has been largely

dominated by Mallesons, Clayton Utz, Freehills,

Blake Dawson, Allens, and Minter Ellison, which

have generated a combined A$2.7bn in fees

accounting for 57% of the Australian legal market

served by the largest 20 firms.

But as the Asia-Pacific century looms ever larger,

the big UK firms from the magic and silver circles

have set their sights firmly on opportunities in

Australia with a spurt of mergers over the past year

or so. Blake Dawson merged its Asian offices with

Ashurst and rebranded as Ashurst Australia. Allens

Arthur Robinson linked with Linklaters to become Allens. Freehills joined with Herbert Smith to

become Herbert Smith Freehills, and Mallesons

took the China option and merged with King &

Wood to become King & Wood Mallesons.

But it hasn’t been all about finding a partner, the

arrival of Norton Rose (takeover of Deagons),

Clifford Chance and Allen & Overy in the Australian

market, as well as the integration of DLA Piper and

DLA Phillips Fox, represented a quantum shift in

thinking. No longer is it sufficient for larger firms

to simply focus on Australia, but rather it is now

critical to understand Australia’s role in the Asian

region and the opportunities that this role presents.

This has certainly provided a boost to people

movements, as was seen when Allen & Overy

poached several Clayton Utz partners and the

move by Clifford Chance to takeover some of the

smaller law firms as it did last year with Chang

Pistilli & Simmons in Sydney and Cochrane

Lishman Carson Luscombe in Perth.

Late last year, Squire Sanders entered Australia

when it launched its Perth office after poaching 14

partners from Minter Ellison. On November 1 it

opened a Sydney office after poaching Allens’ M&A

partner Campbell Davidson to head it up. Also, Clyde

& Co set up offices in Perth and Sydney on October 1

and has been busy poaching lawyers to extend itspractice from insurance to the resources sector.

According to legal recruiter firms, there has

been “a lot of movement in banking and

finance”, which is reflected in the recent partner

appointments across firms. Almost one in three

of 29 partner promotions made across a number

of firms in late June were in B&F groups,

according to the lawyers weekly newsletter.

Perhaps nowhere was the trend for law firms to

position themselves in the Asia-Pacific deal-making

centre as obvious as the merger between King &

Wood and Mallesons. When Australian top-tier law

firm Mallesons Stephen Jacques merged with

China’s largest law firm by head count, King and

Wood, it created one of the biggest law firms in

Asia. The merger takes the new name of King &

Wood Mallesons and will draw on the expertise of

more than 380 partners and 1,800 lawyers,

making it the world’s largest law firm

headquartered outside of the US and the UK.

The firm said the amalgamation represented

the changing shift in opportunities for the twofirms’ respective clients in Asia-Pacific markets.

“It reflects the need to re-orientate around Asia as

the new economic centre of gravity, accounting

for over half of the world’s GDP by 2050 and with

China’s economy forecast to overtake that of the

US in real terms by 2016,” says KWM.

King & Wood chairman Wang Junfeng has been

appointed the chairman of the new combined

firm. Stuart Fuller, who succeeds Robert Milliner

as chief executive partner of Mallesons, is the

global managing partner of the combined firm,

based in Hong Kong.

Allens is taking a similar approach. From May 1,

Allens discarded Arthur Robinson from its name

and enter into two profit-sharing joint ventures in

Asia with Linklaters – one that targets energy,

resources and infrastructure work in the region

and another focusing on Indonesia.

The year 2012 saw opportunities opening up in

the Asia-Pacific region, especially in frontier

markets such as Mongolia and Myanmar. One new

entrant is Hogan Lovells, which has started gearing

up for the opening of the Burmese market. The

firm has appointed Sean Conaty, who was

previously from A&O in Bangkok. He will focus on

the Mekong region as well as Indonesia. Hogan

Lovells has continued to hire and expand itsSingapore team. Alexander McMyn joined from

Linklaters and works on export financing

structured debt. Another joiner is Jennifer Chao,

who moved in from Shearman & Sterling and will

be working on PPP, energy and PF deals.


AYEAROFLEGALMARRIAGES

ANDNEWWINDOWSIT HAS BEEN A YEAR OF LEGAL MARRIAGES IN THE ASIA-PACIFIC REGION, PARTICULARLY IN AUSTRALIA.

UK LAW FIRMS HAVE BEEN PARTICULARLY ACTIVE SEEKING MARRIAGE PARTNERS DOWN-UNDER AND THE

RESULT IS THAT AUSTRALIAN LAW FIRMS HAVE NOW BECOME IN NAME, RATHER THAN SIMPLY INTENTION,

TRULY GLOBAL. THE REGION ALSO OFFERS WINDOWS OF OPPORTUNITIES AS NEW FRONTIER MARKETS ARE

BEGINNING TO OPEN UP. BY JOHN ARBOUW AND MINERVA LAU.

FEATURES



ASIA PACIFIC

Another firm is doing the same. Baker &

McKenzie has appointed a Myanmar lawyer, Saw

Yu Win, to its Bangkok office. Win who is from

Myanmar Thanlwin Legal Services in association

with DFDL Mekong, has more than 15 years of

experience advising foreign clients in Myanmar. At B&M, she will be assisting in building the

firm’s Myanmar practice. That includes advisory

work on cross-border investment in the energy,

mining, and telecommunications sectors.

B&M continues to maintain a close watch on

India. Its Indian practice includes more than 300

multi-disciplinary lawyers globally. The American

firm has appointed Ashok Lalwani this year as

the new head of its global India practice and he

takes over from David Jacobs, who has led the

practice since 2005 and is retiring as a partner.

Lalwani, however, will be based in Singapore, the

city state that seems to be the favourite base for

regional activities for the law firms.

India itself is still to deregulate its legal

industry. Foreign law firms are not allowed to set

up offices there, even just merely representative

offices. However, many Indian companies have

started to expand and to seek investment

opportunities outside the country.

“India presents one of the best growth

opportunities for business today, with strong

economic fundamentals and burgeoning domestic

consumption. As Indian companies continue to go

global to gain access to overseas markets, acquire

natural resources, new technologies and established

brands, our priority is to further assist our Indianclients with their global aspirations,” said Lalwani.

Singapore, on the other hand, welcomes foreign

firms with open arms. Singapore’s Law Minister K

Shanmugam announced in July this year that there

would be a second round of qualifying foreign law

practice licence applications. He said that more

QFLP licences would be awarded by 2013. The move

is aimed to liberalise legal services in the country,

and in turn boost its reputation as a vibrant legal

hub. The programme was introduced in 2008 and

now has six international law firms. They are Allen

&Overy, Clifford Chance, Herbert Smith, Latham &

Watkins, Norton Rose and White & Case.

In addition there are six joint law ventures

between international and local law firms –

Singapore’s own version of law partnership. They are

Baker & McKenzie, Dacheng Wong Alliance, Duane

Morris & Selvam, Hogan Lovells Lee & Lee, Pinsent

Masons MPillay, and Watson Farley & Williams Asia

Practice. All these are in addition to some 110 foreign

law practices registered in the country.

Singapore remains an important base for law

firms with clients in the region. Probably the

most significant move during the year was the

return of Freshfields Bruckhaus Deringer to the

city state after a five-year absence. It has secured

a new licence to operate in the city state andstarted operating the new office in October. The

new office is led by partners Stephen Revell, who

heads the firm’s global capital markets practice,

and Gavin MacLaren, who will lead its Asia

energy and natural resources practice.

According to Revell, the time is right and there

is a strong outlook for PF, including natural

resources. “There is a lot of infrastructure needs

that will drive project finance,” he said.

UK-based Berwin Leighton Paisner has added a

new partner to its Singapore office. Nomita Nair,an energy project finance specialist, has joined its

finance practice and works with Alistair Duffield,

the managing partner who also heads the project

finance team that comprises 30 partners,

associates and paralegals.

B&M has enhanced its team of project finance

practitioners to be based in Singapore. There is Erik

Begin, a senior legal consultant whose main areas

of practice are power and infrastructure projects

and who was previously with Latham & Watkins,

and prior to that with Allen & Overy. There is also

Milan Radman, another senior legal consultant

who is considered knowledgeable on the

Indonesian resources sector, including the mining

sector. He was previously with Blake Dawson and

based in Australia, before flying up to Singapore.

White & Case has promoted three lawyers in

Asia to partnerships, effective from January 2013.

Two will be based in Singapore and one in Tokyo.

Based in Tokyo will be Alexander Woody, a

member of the global project finance practice

and who focuses on energy project development

and financing, with particular expertise in the

LNG sector. The Singapore-based lawyers will be

Jonathan Olier, a partner in the global M&A

practice, and Nandakumar Ponniya, a partner in

the global international arbitration practice.Mayer Brown JSM has similarly strengthened its

Singapore-based team with the addition of Nathan

Dodd, who has more than 13 years of experience

in the Asian market, with a particular emphasis on

the energy, natural resources and infrastructure

sectors. Dodd was previously with Linklaters.

Recently, White & Case LLP hired Tim Jeffares

to its finance practice in Tokyo. Jeffares, who was

the head of Clifford Chance’s Tokyo Office from

2004 to 2008 specialises in debt finance, with his

practice ranging from syndicated loan

transactions to leveraged acquisitions,

securitisations and real estate finance.

The addition of Jeffares to White & Case in Tokyo

follows the transfer of English-qualified project

finance partner Paul Harrison from the London

office to Tokyo at the beginning of 2012. Jeffares and

Harrison join finance partner Simon Collins, whose

principal area of practice is asset finance. In South

Korea, Kim & Chang has around 30 people in the

project finance practice group and is regularly touted

as one of the leading firms in banking and finance.

The sophistication of deals in Australia,

Singapore and Hong Kong has certainly created

the bulk of work in the PF sector but other

jurisdictions such as Japan have also been active.

Movements and expansion continue in the region. Yes, it is the Asia-Pacific century but success

throughout the region is not about the names on

the marquee but the depth of the relationships

with sponsors and lenders that individual firms

and partners are able to make and sustain.



So, how was 2012 for you? It’s a question that

elicits mixed reactions from EMEA’s project

finance lawyers. A sharp intake of breath from

some, before they explain that the European

market is the worst its ever been. “A record year,”

cry others, as they reel off the multi-billion dollar

emerging markets deals that finally reached close.

The divergence of opinion reflects the fact that

while project finance has always been a broad

church, the boundaries of its definition have

stretched ever further in 2012, as fewer and

fewer pure long-term non-recourse loans have

been transacted.

For lawyers, this means being ever more nimble

with hybrid structures, and finding new ways of

channelling the liquidity sponsors crave as the

bank market dries up. It arguably means that

specialising in either sponsor or in lender advisory is now less viable, as project finance lawyers with

a broad view of the market are better able to cope

with this shifting landscape. It’s an environment

that is seeing developers eschew greenfield project

finance debt on an ever more regular basis.

“With bank capital becoming ever tighter, I’m

seeing more and more sponsors financing the

construction or initial stages of a project through

equity or shareholder loans, says John Balsdon,

energy finance partner at Herbert Smith

Freehills. “It is at the operational phase that they

then refinance with debt. For a law firm, this

means that you have to help sponsors tailor their

structure for a bank take-out from day one.

“Of course, you don’t have to be make

arrangements excessively bank-friendly, but you

do need to ensure that those contracts that are

cash-generative are also bankable. A good law

firm can help sponsors structure things properly,

whereas a sponsor alone might create a structure

that works perfectly for them commercially but

the structure may need to be completely

overhauled when the banks come in.”

Despite the difficulties in the bank market,

international sponsors in EMEA still want banks

involved, and not just to boost their returns on

equity. The legal strength of project financeframeworks is highly desirable for sponsors,

particularly when operating in new markets.

Balsdon says that the main reason international

sponsors still seek bank involvement in EMEA is

“for the discipline and the political coverage they

can provide, particularly if a project gets into

trouble. with the involvement of the banks

international sponsors have greater comfort the

host state will behave appropriately.”

With project finance as much in demand as

ever, but liquidity increasingly strained, the rise

of the export credit agencies has continued apace

in 2012. The importance of ECA money is not a

new trend, but it seems that hardly a big deal has

got done in 2012 without their help.

Japan Inc was indispensable to the closing of the

£2.4bn Intercity Express Programme in the UK,

which saw support from both JBIC and Nexi for a

UK PPP for the first time. Taqa’s US$2bn Jorf Lasfar

expansion project in Morocco featured both direct

loans from JBIC and Kexim, as well as cover from

Nexi. Finally, few European wind farms were

financed without ECA support, and Denmark’s EKFcemented its dominance in this regard through an

institutional debt link-up with PensionDanmark.

For lawyers, this means that getting close to

the main players is more important than ever.

“Relationships with the big three ECAs – JBIC,

Kexim, US Ex-Im – are critical to any PF business

these days,” says Tim Pick, head of Shearman &

Sterling’s project development and finance

group. “Most practices have people on the ground

in Washington and Tokyo. The recent free-trade

agreements between South Korea and the US and

EU means that many projects groups are

considering opening offices in Seoul.”

For law firms hoping for roles on the multi-billion

dollar deals this year, having a solid oil and gas

practice was just as important as cosying up to the

ECAs. Whether due to short tenors or its ability to

meet banks’ internal hurdles, the once niche area of

reserved-based lending has become big business in

2012, with Tullow Oil in Ghana and Lundin

Petroleum in the UK two of the year’s biggest deals.

“It’s not a case that RBL deals have increased

dramatically, but rather that it’s an area that has

stayed healthy while the rest of bank lending has

shrunk,” says Balsdon. “European banks

dominate here, but there’s no real reason why.

The RBL structure was originally American, andthere’s nothing stopping American or Japanese or

South African banks developing their RBL

business. There are already signs of these banks

looking to expand into these areas.” A number of

long-delayed O&G deals finally closed this year, a


LAWYERSADAPTTOA

BRAVENEWWORLDAS EUROPEAN DEAL FLOW CONTINUED TO EBB, PROJECT FINANCE LAWYERS IN EMEA HAD TO PURSUE NEW

STRUCTURES AND NEW GEOGRAPHIES. CANTHE ARRIVAL OF PROJECT BONDS GIVE THINGS A SHOT IN THE

ARM NEXT YEAR? BY ROBERT SMITH.

FEATURES



EMEA

boon to those with roles on the Egyptian

Refinancing Company project for example. The deal

also heralded the reopening of a key market

following the fallout from last year’s Arab Spring.

“Egypt is very much open for business again.

Even before the Arab Spring, with Mubarak’sadvancing age it was clear that there would be

some kind of shake-up during the life of a typical

PF deal, so I don’t think people were that

unprepared,” says Pick. “Shearman & Sterling

helped bring the US$3.7bn ERC to close this year

– after six years of work. There is now talk of IPPs

in the country again, and EGAS recently issued an

RFP for a regasification terminal. Egypt has

always been a strong market for us, and we are

obviously keen for that to continue.”

Turkey continued to assert itself as a key market,

capping off its year by receiving a much coveted

investment-grade rating from Fitch. “Turkey is a

market full of promise, but it’s incredibly

competitive,” said one projects lawyer. “As well as

the usual competition between European and

American firms, you have strong Turkish law firms

in contention for mandates as well.”

One big market that every EMEA project’s practice

is focusing on is Africa. “We’re seeing a lot of big

new deals in Africa – I’m doing three major deals in

Mozambique alone right now,” says Pick. “Whereas

big deals have always been on the drawing board in

Africa, now they seem to be actually happening.”

Once upon a time, asking a project finance

lawyer for his opinion on Mozambique would’ve

led to a quizzical eyebrow being raised. Now, with several IPPs in the offing and the prospect of

LNG projects following several big gas field

discoveries, everyone is clamouring for mandates.

Renewables projects in Africa are also finally

gathering pace. The first phase of South Africa’s

renewables programme reaches financial close

this month, with 28 projects, billions in debt and

plenty of juicy advisory roles.

This all raises the question, how do lawyers

capitalise on this new market? Tim Picks says: “To

do business in Africa you have to be that much

more creative, as there is a much more diverse

range of political risks and the lack of track record

and standardised documents often mean you have

to build structures from first principles.”

The unique challenge of doing business in

Africa has led some firms to determine that they

need expertise on the ground. Norton Rose

opening up in Tanzania and Herbert Smith

Freehills in Guinea shows that this is the case for

both Anglophone and Francophone countries.

“The whole point of opening an office in

Guinea is to create an office that is successfully

locally whilst also acting as a hub, particularly for

the countries signed up to OHADA law,” says

Herbert Smith Freehill’s Balsdon. “Once upon a

time people could do their African business fromLondon and Paris, but these days if you don’t

have men on the ground, or if you’ve not

travelling there regularly, that doesn’t provide

the value and clients will not take you seriously..”

The fact that Africa is a patchwork of vastly

different nations presents further challenges to

project finance lawyers. “As with any emerging

market, you try to inject as much English and New

York law as possible into the documentation, in the

EPC contract and finance documents for example,

and use local law for certain governmentagreements and security documents,” says Pick. “In

Francophone Africa you have the OHADA treaties,

which provide some unity and standardisation of

legal systems – we are now able to issue Shearman

& Sterling opinions on OHADA law.”

Another complication coming over the horizon

for Africa is the arrival of the new set of Equator

Principles next year. “EP III is coming over the

horizon fast for projects,” says Balsdon. “It’s going

to govern a wider range of instruments and as it

will apply to deals over a hundred million dollars,

any significant deal will be potentially covered.”

The growing importance of EMEA’s last initial

has matched by the decline of its first initial this

year. Europe, once the mainstay for any project

finance practice, has been hit especially hard by

the double-punch of constrained bank tenors and

weakened sovereigns. It is perhaps no surprise

then that the call for institutional investor

finance is coming strongest from Europe.

“Every year, people speculate that now is the time

when finally project bonds will emerge,” says Nick

Bliss, infrastructure and energy partner at Freshfields

Bruckhaus Deringer. “What’s struck me as being

different this year is the sheer political momentum

and will behind bond solutions across Europe. Bank

capacity is becoming more and more constrained,and we’re seeing a build-up of initiatives on both a

European scale and a nation state scale to remedy

this. With this increasing pressure one has to think

that a solution must emerge soon.”

When project bonds do emerge, which law firms

will benefit? “When they do get moving, the US

firms have a big competitive advantage as they tend

to be New York law governed and require deep US

capital markets expertise,” says Tim Pick. “We’ve

seen all the major bond mandates in the Middle

East go to American firms. For some, English firms

haven’t even been invited to bid for the work.”

Those at European firms are at pains to counter

this US-led argument, with Bliss stating: “The US

capital markets are very deep and sophisticated,

but I don’t think it necessarily follows that US

law firms will have an advantage if project bonds

take off. All the big firms in Europe have advised

on US issuance after all. If project bonds do

emerge, then it will boost deal flow, which has

frankly been abysmal in Europe recently, and

that will benefit everyone in the market.”

So how was 2012 for you? Probably very good if

you were advising on a raft of O&G deals or

attending closing ceremonies with JBIC and Nexi.

For those used to strong European deal flow,

however, things were probably less rosy. With2012 nearly over, however, project finance

lawyers are now focusing on how best to

approach 2013. Whether this means battling hard

for those first bond mandates or clocking up the

air miles to Africa remains to be seen.



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