• Sardonic Solicitor

The joys of completion meetings: sign on the dotted line, please

Updated: Nov 4, 2020

Public sector project work: the advisors’ no-man's-land

When you work as a government advisor on international infrastructure projects, there is no such thing as a short mandate. The projects tend to run and overrun for years. In most jurisdictions, you will get a handful of advisory consortia bidding for government work in a variety of sectors. Depending on the country, this can cover anything from power generation, oil and gas, transport, infrastructure, construction, healthcare, or education projects.

Where bidders are expected to go to market and procure project financing from commercial banks, export credit agencies or other financial institutions, governments will usually look for a trio of financial, legal, and technical advisors. The request for proposal for advisors will usually have a host of unreasonable demands. However, these demands are the price of admittance if you want to get a seat at the table.

Governments will demand a fixed lump sum fee to cover a broad, woolly, and vague scope of work. On a liberal interpretation, you are on the hook to draft a will for the project manager as well as be liable to do his personal conveyancing. They want to cover anything remotely related (or often completely unrelated) to the project. This will negate any possibility of the advisors submitting contract variation requests. They usually want an unlimited number of meetings, with little or no notice. Oh, and they do not pay for your travel or accommodation costs. Additionally, we will be bidding based on a 12 to 18-month project. When the project inevitably overruns you will spend the rest of your time trying to agree to a contract variation which may or may not be forthcoming.

They want the moon on a stick and won’t pay for it. Remember to say thank you for the opportunity to be completely abused by your clients.

The completion meeting: three years in the making

This sets the scene for my favourite infrastructure project. It was over three years in the making. We did eventually agree to a variation, which was very welcome given the amount of work we undertook. After much procrastination, posturing, dithering and hand wringing, the eve of the signing ceremony was upon us.

In their wisdom, the client refused to negotiate their position on the detailed terms and conditions of the concession agreements until the night before the signing. The eventual negotiation took place with the layers only from both parties. In this side meeting, which started from lunchtime and was wrapped up by 5 pm, the lawyers made more progress (without their respective clients) in an afternoon than our respective clients had in the last twelve months. The downside was that yours truly had the unenviable job of reflecting all the changes throughout the raft of agreements that evening in readiness for the completion meeting the following day.

The partner on the deal, as I was a mere pleb of an associate at the time, was busy fielding calls, emails, and client queries. He did not contribute a jot to the complex drafting task that lay ahead. As we were abroad for the meetings, away from our home office, all I had in terms of support was a trainee solicitor with no experience of the transaction. I gave him one of the dozen or so agreements I had to finalise. It would take him some twenty drafts to get close to what I wanted.

As a side note, he still managed to get the name of one of the parties slightly wrong on the cover page. My partner spotted this in front of the lawyers from the other side and promptly threw me under the bus. I had to show a united front and take the blame. I was not going to deflect the fault at the trainee’s door as the responsibility ultimately lay with me. That did not stop me sharing my feedback with the trainee on this “development point”, the following day.

I spent my time on the rest of the agreements, with no support from the partner. My partner very helpfully popped into my office on the hour every hour for an update. Eventually, he gave up and left for our hotel at 1 am. I was still finalising the complete 600-page concession agreement and the rest of the suite of project agreements.

Before I knew it, I could hear the call to prayer from a nearby mosque. It was a little after 5 am, time for dawn prayer. I had been in the office all night and all morning. Then I finally sent out all the agreements. I was a physical wreck, my head spinning, eyes burning, running on pure adrenaline.

I set off to the hotel for 2 hours’ sleep, a quick breakfast, and then back at the client’s office for an 8 am page turn meeting to review the agreements. I’m not going to lie, I felt terrible. I was a walking zombie. The rush of adrenaline and weight of anxiety were the only things keeping me functional.

Completion meeting: Never tell a Bedouin where you live

The parties had worked through most of the legal terms and conditions of the agreements by lunchtime. So far, so good. The signing seemed imminent. So, I headed back to the office to incorporate the last-minute amendments to the documents. Then, progress slowed, and we quickly fell into a holding pattern.

The challenge with these projects is that they tend to be led by engineers on the client’s side. These are not commercial guys. They are not used to getting deals done. They get caught up on the technical specifications. Discussions ground to a halt over a single technical point. They deliberated on this inconsequential technical point for over 7 hours. Mercifully, I was recovering back at the office.

The deadlock was only broken by the personal intervention of the client’s CEO. A charming, eccentric chap, with a penchant for folksy Middle East parables. There were multiple wonderful examples to do with camels, fishing, and desert safaris over the years. Worlds apart from the man regaling these tales with his massive black and gold Audemars Piguet watch and matching gold pen in his pocket.

In the parable that closed the deal, the CEO compared the developer to a Bedouin. “Never tell a Bedouin where you live”. You could almost hear the collective “why?” on the minds of everyone in the room. After a pause for dramatic effect, the CEO continued: “because he will keep coming back to your house asking for more”.

To the uninitiated, this might seem tangentery. However, as with most of the CEO’s pronouncements, it was right one point. He meant that the developers were behaving like the Bedouin. The developers were constantly requesting additional concessions to be made in the deal.

Soon afterwards, I get the call from the partner; we are on! The final point is agreed. I had to sort out the execution versions as soon as possible and get myself back to the client’s office as soon as possible. I hurried over to their office only to be refused access to the building. The guards did not believe that I had a meeting at that time in the evening. Then one of the security guards said to me, “but you are not Japanese!”. This threw me off guard. Of course, I was not Japanese being a fair Brit. A few milliseconds later, the synapses of my fatigued brain made the necessary connection. As the developer consortium was largely made up of Japanese investors the guards had assumed, I was not part of their team. I quickly interjected that I was one of the legal advisors to the CEO. They had to let me inside as the CEO was waiting to sign the papers in my briefcase (all true). After some deliberation, they let me into the building.

The photos, backslapping and anti-climax

Within thirty minutes of my minor detour at the front desk, the big wigs had signed the all relevant papers. The signatories and my partner left for the airport. I was tasked with mopping everything up.

The handshakes, backslapping and photos were all done. Then it was my job to start initialling and stamping the thousands of pages that made up the multiple sets of original documents. This would go on well past midnight. Oh, the glamour of closing a multibillion-dollar infrastructure deal.

In the three weeks that followed, I was struck by a deep sense of anti-climax. That project had taken up an inordinate amount of my time, work hours, evenings, weekends, and holidays. It was all over now. But rather than euphoria, all I had was a lingering low mood. I would often question the life choices that had led me to that point. The physical and mental exhaustion look longer to heal than I had expected. I was completely shattered and utterly depressed.

But life does move on. My circus had left the town and it was time for me to move onto the next project. Pause. Press Play. Repeat.

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