A key component within many of our transaction advisory, tender structuring and management services and capital fundraising advisory services mandates is the drafting, negotiation, amendment and revision of contracts and transaction/project and financing agreements that we prepare on behalf of our public sector or private sector clients. DCS experts are comprised of lawyers, bankers and financial advisors who have decades of global experience with contracts and transaction/project/financing agreements and we are also familiar with international norms and practices, as well as the environmental, social and health and human safety requirements from many of the International and Development Financing Institutions (IFI/DFI), Equator Principles and other requirements that often need to be considered in situations where IFI/DFIs and other international lenders are providing support. Of course, the contracts and the transaction/project/financing agreements will also need to conform to our client's own applicable laws and regulations.
DCS advisors have a great deal of experience in drafting and negotiating contracts and transaction/project agreements on behalf of our public sector, private sector, lender and IFI/DFI clients in many different contractual settings. We can assist our clients in drafting all contracts and transaction/project agreements, either in the context of a competitive tender or in the case of a negotiated transaction framework. In a competitive tender situation, where we are providing tender structuring and management services, we will coordinate both the drafting and negotiation of the tender documentations (RFEI/RFQ/RFP packages) as well as the contracts and transaction/project/financing agreements. The following are a few of the most common types of contracts and agreements that we typically draft, amend, revise and negotiate:
When drafting contracts and transaction/project agreements, we assist our clients in the formulation of appropriate and optimal allocation of risks. The contracts and transaction/project/financing agreements will be drafted in a manner whereby optimal and appropriate levels of risk will be allocated to the contractor/investor/sponsor. Accordingly the contracts and agreements will specify levels of certain performance-based liquidated damage provisions, liquidated damage caps, guarantees and warranties, payment and performance securities, insurance requirements, and other risk allocation provisions in accordance with our recommended risk allocation analysis. During the bid or negotiation process, prospective bidders or counterparties may propose relaxing many of these risk allocation provisions. Based on the bidder or counterparty comments and feedback received, we will recommend to our client whether any adjustments are desirable (in the interest of how much impact a risk allocation elements may have on bid pricing). When we are engaged to advise on the "buy side" with the contractor/equity sponsor/developer/concessionaire, we will analyze counterparty's proposed risk allocation regime and determine which risks and levels of risks can be appropriately managed and mitigated by our client. In the case of an inappropriate or inefficient risk allocation proposal from the counterparty, we will assist our client in re-negotiating a more appropriate and balanced risk allocation regime.
DCS advisors are able to provide contract and transaction/project/financing agreement drafting and advisory services on a stand-alone basis on behalf of clients who are pursuing a PPP/P3, project financing, M&A/privatization or capital fundraising transactions. In most cases, as tender document drafting services will be only one element of a larger project delivery program, DCS will also be providing numerous other complementary transaction advisory services in relation to other transaction elements. Our preference is always to provide such comprehensive transaction advisory services and coordinate all elements of the transaction, including contract or transaction/project/financing agreement drafting and advisory services on behalf of our clients.
Under any contract or transaction/project/financing agreement drafting and advisory services mandate, DCS will draw from our global network of veteran industry expert advisor affiliates and our relationship consultants in order to assemble the most appropriate team to match the specific needs of the transaction at hand. This will always include leadership of DCS affiliate experts who possess decades of global public and private sector experience related to the specific sector and transaction type. In any contract or transaction/project/financing agreement drafting and advisory services mandate, our preferred role is always to serve as the lead project/program manager. Within this role we are also able to assist in the selection and procurement (or subcontracting) and management of the other advisors and consultants, including local and international legal, technical, tax, insurance/risk, commercial advisors or other specialized advisors, as the specific transaction may require. To the extent that other third-party advisors are required, there are many value added advantages of allowing DCS to assist in the procurement of these advisors. First, DCS expert affiliates themselves possess many of the legal, technical, tax, insurance/risk and commercial skill sets and we are best positioned to determine which additional outside third-party skill sets are required and which firms or individuals should be hired in these roles. Second, contract and transaction/project/financing agreement drafting and advisory services requires the organizational management and coordination of many simultaneous workstreams. DCS advisors are experts in project and program management services and are ideally suited to manage and coordinate a multi-dimensional advisory team most efficiently and effectively.
Complementing our comprehensive contract and transaction/project/financing agreement drafting and advisory services, DCS advisors offer the following complementary advisory services that may be applicable, dependent on the specific transaction situation.
DCS experts provide comprehensive contract and transaction/project/financing agreement drafting and advisory services in the following sectors that we specialize in. Please click on the below links to learn more about the sectors that we cover:
DCS experts provide comprehensive contract and transaction/project/financing agreement drafting and advisory services to the following categories of clients: