Senior Legal Counsel (Private Sector Operations)

• Grade: PL-5
• Position N°: NA
• Reference: ADB/11/137
• Publication date: 04/08/2011
• Closing date: 30/08/2011

Objectives

General Counsel and Legal Services Department (GECL): GECL Department provides legal services to the statutory organs of the Bank and the Fund. In addition, GECL provides legal advice on the administration, operations and financial activities of the Bank. GECL also ensures that the Bank's activities and operations are consistent with the constitutive documents and other legal instruments of the Bank, its policies, the relevant norms and principles of international and commercial law, and the best practices of international development banking.

Private Sector Division (GECL2)
The Private Sector Division's main activities are to provide advice on private sector transactions and other initiatives mostly originated by the Bank’s private sector division, OPSM. Most of the transactions include non-sovereign loans, guarantees, project finance, syndicated loans, private equity and trade finance amongst others.

Duties and responsibilities

Under the direct supervision of the Division Manager, Private Sector Operations (GECL.2), the incumbent will be responsible for the following activities in connection with the Private Sector activities of the Bank:

• Conducting legal due diligence on proposed transactions such as the review of project documents and agreements (including development or construction contracts, supplier agreements, concession agreements, joint venture agreements, management agreements and stockholder agreements etc), constitutive documents of proposed borrowers/investee funds and review of local regulatory requirements.
• Liaising and collaborating with staff in the private sector operations, finance and environmental and social complexes to develop the appropriate terms and conditions of transactions, ensuring compliance with applicable rules, regulations and Bank policies.
• Participating in project appraisal missions and reviewing project concept notes, project appraisal reports, drafting board resolutions and assist in preparing projects for presentation to the Board of Directors.
• Drafting and/or reviewing, negotiating and finalising all relevant legal documentation required for Bank lending, including term sheets, loan agreements, lines of credit agreements, common terms agreements, guarantee agreements, participation agreements, inter-creditor agreements, security documentation, assignment agreements and information memoranda etc, depending on the nature of the project and the type of financing.
• Advising on transaction structure and deal documentation for proposed private equity investments by the Bank to ensure compliance with Bank policy and practice as well as applicable laws including drafting and/or reviewing shareholders agreements, partnership agreements, management agreements, co-investment agreements, subscription agreements etc.
• Providing legal support for the implementation and monitoring of projects post-financial close including advising on waiver requests, consents and approvals and project work-outs amongst others.
• Liaising with co-lenders/investors, partners and external counsel as appropriate; and
• Undertaking such other assignments as required in furtherance of the Department's mandate.

Selection Criteria

Including desirable skills, knowledge and experience

• At least a Master’s degree in Law, plus admission to the Bar of (or diploma to practice law in) a member country; or a first university degree plus a relevant combination of academic qualification in Law (e.g. Juris Doctor (JD) plus admission to the Bar of (or diploma to practice law in) a member country of the Bank.
• Preferably at least 5 years of relevant professional experience with an established law firm or an international financial institution, with in-depth experience in major international financial transactions.
• Proven competence in International banking and finance, Project Finance, Private Equity, Development and Public International Law;
• Excellent negotiation skills and demonstrated ability to work under pressure and deliver within tight deadlines;
• Possess a versatile multi-disciplinary skills-set, an ability to work in a multi-cultural environment and effective communication, team building, inter-personal, writing and analytical skills.
• Ability to communicate and write effectively in English and/or French. A working knowledge of French will be an added advantage; and
• IT Competence in the use of standard software such as MSWord, Power Point, Excel and Internet Explorer.

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