Outside Counsel Services

The selection and engagement of law firms is generally the responsibility of EBRD's Office of the General Counsel (OGC) and will be conducted by the OGC lawyer responsible for the relevant project or matter.

OGC will contact law firms directly 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.

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

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 loan agreements, subscription agreements and 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.

EBRD uses an automated system for the engagement of outside counsel.

Offices of law firms may express interest in working with EBRD by registering with EBRD. 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. 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.

EBRD uses an e-selection tool Smart by GEP. To register with Smart by GEP, the relevant law firm office will need to provide their details as explained below:

1. Please access the primary registration form.
2. Fill in the required information marked with a red star (*).
3. Submit the registration form.
4. You will receive an email confirming your registration and you will be asked to confirm back. Once you click on the link in the received email you will be taken to your space on Smart by GEP.
5. Please access your vendor profile on Smart by GEP and complete all sections that are relevant for your company, incl. Business information, Certificates and Locations.

In case of any queries, please contact GEP Support at the following:
Phone:
USA: +1 732 428 1578
Asia: +91 22 61 372 148
Europe: +42 022 59 86 501
United Kingdom: + 44 203 478 6123
Email: support@gep.com

EBRD reserves the right to modify or withdraw the registration system described above for any reason and without prior notice.