Outside Counsel services

The European Bank for Reconstruction and Development ("EBRD") hereby invites law firms interested in acting as EBRD Outside Counsel in connection with various transactions of the EBRD to express their interest in the manner prescribed below.

This process of registration, for which responsibility lies with the EBRD's Office of the General Counsel (OGC), is designed to facilitate access by law firms to EBRD legal business and aid the process of selection and engagement of EBRD Outside Counsel by OGC. Only offices of law firms registered at the time a potential assignment arises can be considered for such assignment.

The transactions in respect of which EBRD Outside Counsel will provide advice and services will be:

• project lending and investment transactions (loans, equity investments and guarantees or underwritings) to support projects throughout EBRD's countries of operations, i.e., most of the countries of Central and Eastern Europe and the Commonwealth of Independent States, in various sectors, including municipal infrastructure, natural resources, power, property and tourism, shipping, telecommunications, and transport, as well as financing for banks and other financial institutions; and
   
• borrrowing and capital market transactions (issuance of bonds and other debt instruments, derivatives transactions, investment of liquid assets, etc.) to implement the Bank's own funding programme and activities on international financial markets.

The nature of the services typically to be provided by EBRD Outside Counsel is described below.

Law firms with more than one office

Registration of law firms with more than one office takes place on an office by office basis. Law firms which have more than one office should ask each office wishing to register to express interest separately. When soliciting proposals, OGC lawyers will ordinarily approach that office which has the closest connection with the specific EBRD transaction or matter under consideration.

Qualification

No office of a law firm may be registered unless it is qualified, under the law of the jurisdiction where it is established, to issue legal opinions under its own letterhead in respect of matters pertaining to the law of that jurisdiction.

How to express interest and register

EBRD uses an automated system for the engagement of outside counsel. Even if your firm is already registered on our database, if your law firm office wishes to continue to be considered for EBRD Legal Assignments you will need to register on the new online system - OGC eSelection, which will come into effect on 3rd May 2010. Each law firm office will need to provide their details as explained below :

1. Please access OGC eSelection.

2. Please click on Register a Law Firm (situated underneath the Login box).

3. Please fill in the relevant details

4. Cick on Register this Law Firm. Your registration will now be processed, an email with details of your eSelection userid and password will be sent to the Contact Partner. You must log in with these details and enter Staffing details to be considered for OGC eSelection.

5. A prompt stating "Registration Complete" will appear - click on the Registration Complete button and then log out.

6. On receipt of the email from eSelection OGC, please click into the attached link.

7. Then use the relevant username and password to login.

8. You will be prompted to change your password.

9. Please login using the same username and new password.

10. To review/update the details that have been entered for the law firm office chosen select the option to 'Update Profile'.

11. If you still wish to be considered for EBRD Outside Counsel work then you will need to complete details regarding the staffing of the office. To do this select the option to 'Update Staffing Details / Expertise' for your law firm.

12. If at any time you no longer wish to be considered for EBRD Outside Counsel work then select the option to 'Remove Firm from Consideration'.

Please note that until you register with OGC eSelection, your firm will not be considered for engagements. Notwithstanding that outside counsel work may be carried out by other lawyers in your firm, all correspondence between EBRD and your firm on outside counsel engagements will be carried out via OGC eSelection email with the Contact Partner. Given that there often exist deadlines for responding during the OGC eSelection process, it is therefore important that this account be monitored regularly to avoid delays in communication.

If you have any questions regarding this process or are having problems logging in please contact Melanie Tribe at ogclegalfees@ebrd.com.

General

Offices of law firms may express interest in registering and be registered at any time.

The EBRD reserves the right to modify or withdraw the registration system described above for any reason and without prior notice. Registered offices will be promptly advised, however, of any such modification or withdrawal and what other system will be introduced to replace the current registration procedure.

Selection and engagement as EBRD Outside Counsel

OGC lawyers will consult the list of registered offices when identifying the offices or law firms to be invited to submit proposals to act as EBRD Outside Counsel on a specific transaction. OGC lawyers will contact such firms directly, usually by e-mail, providing them with details of the specific transaction and the nature of the particular services required in order to enable the firm to submit proposals. Information will also be provided at that time regarding the EBRD's guidelines on conflicts of interest, communications, legal budget and statements of fees and expenses.

Nature of Services to be provided by EBRD Outside Counsel

On a project lending and/or investment transaction involving a project in one of the Bank's countries of operations, EBRD Outside Counsel would typically be expected to perform some or all of the following tasks:

• reviewing legal and contractual information furnished to the EBRD by the prospective client company;
   
• conducting a legal due diligence review of existing and draft project documents, such as the company's charter documents, material contracts (e.g., joint venture agreement, construction contract, operation and maintenance agreement, equipment supply agreement, technology transfer agreement, management agreement, off-take agreements and transportation agreement) and any concessions, licenses and permits required for the project or the company's operations.
   
• researching and providing advice on regulatory and legal issues in the relevant jurisdiction, including those related to the creation and perfection of security interests, corporate and securities laws and any licensing requirements for the project or the financing provided by the EBRD;
   
• preparing a legal due diligence and issues report;
   
• reviewing and assisting in the negotiation of a detailed term sheet describing the principal terms of the transaction;
   
• reviewing and assisting in the negotiation of relevant project agreements;
   
• reviewing or drafting and assisting in the negotiation of financing agreements, in particular security documents;
   
• co-ordinating the content and provision of all conditions precedent and arrangements for execution and effectiveness of all financing documentation, including the perfection of all security interests to be created in favour of the EBRD and the validity of all required licenses, permits and approvals;
   
• issuing EBRD with legal opinions on its own letterhead as to matters of the law applicable to the financing agreements, project agreements and security agreements and with security data sheets in a form provided;
   
• assisting in, and advising on, the monitoring of the project and administration of the financing agreements, including the processing of waivers, consents and amendments, the determination of whether a default has occurred, the actions to be taken upon the occurrence of a default, the preservation and enforcement of EBRD's rights under the financing agreements and the collection of any amount owing to EBRD.

In respect of borrowing and capital market transactions, Outside Counsel would typically be expected to perform some or all of the following tasks:

• preparing or reviewing documents in connection with funding transactions under EBRD's debt issuance programmes and stand-alone issues of securities in international and domestic markets;
   
• providing general advice relating to the issue of securities, including legal due diligence and tax advice; 
  
  
• negotiating framework documentation for exchange traded and OTC derivatives and for cash and securities management operations with EBRD's counter parties and assisting with the legal due diligence in connection with such framework agreements; 
  
  
• negotiating documentation for individual funding or investment related transactions which may be documented under such framework agreements and assistance with legal due diligence in connection with such funding and investment activities; 
  
  
• negotiating cash and custody agreements and related forms and documentation.

 

Last updated 16 February 2011