This course will focus on the growth and development of project finance, its distinguishing features and relations with other forms of finance. The course will examine the legal features found in project finance and infrastructure transactions.
First, the lectures will dissect a number of commercial contracts and other business documents, by primarily focusing on the aspects that are relevant in most infrastructure and project finance negotiations, such as a letter of intent, a letter of comfort, a confidentiality agreement, contractual aspects of due diligence, etc. Furthermore a large number of commercial contract clauses, like change of control clauses, non-compete clauses, hardship and force majeure clauses, entire agreement clause, etc. are examined.
Second, the specific contracts that are consider most relevant for project finance and infrastructure transactions will be analyzed. The lectures will identify project risks and risk allocation devices, analyze purchase and sale agreements, operation and maintenance agreements, syndicated loan agreements, advisory and arranging activities, project leasing, credit and other financing agreements.
As a part of the exam, students will have to assess an agreement and comment on the terms and conditions of an infrastructure or project finance agreement. The assignment will be discussed in class.