Full vacancy title: Chief Legal Counsel, Private Sector Operations
Location: Abidjan, Côte d’Ivoire
Position Grade: PL3
Closing Date: 05-May-2023
Established in 1964, the African Development Bank (AfDB) is the premier pan-African development institution, promoting economic growth and social progress across the continent. There are 81 member states, including 54 in Africa (Regional Member Countries). The Bank’s development agenda is delivering the financial and technical support for transformative projects that will significantly reduce poverty through inclusive and sustainable economic growth.
In order to sharply focus the objectives of the Ten Year Strategy and ensure greater developmental impact, five major areas (High 5s), all of which will accelerate our delivery for Africa, have been identified for scaling up, namely; energy, agro-business, industrialization, integration and improving the quality of life for the people of Africa.
The President, plans, supervises and manages the business of the Bank Group. Under the direction of the Boards of Directors, the President conducts the business of the Bank and the African Development Fund and manages operations and activities in accordance with the Agreements establishing the ADB and the ADF.
The President supervises several Departments and Units including Office of the President (PRST0); Independent Development Evaluation Department (BDEV); Integrity and Anti-Corruption Department (PIAC); Compliance Review and Mediation Unit (BCRM); Secretariat to the Sanctions Appeals Board (BSAB); Administrative Tribunal (BATR); Office of the Auditor General (PAGL); Group Risk Management Directorate (PGRM); General Counsel and Legal Services Department (PGCL); Communication and External Relations Department (PCER); Staff Integrity and Ethics Office (PETH) and Office of the Secretary General & General Secretariat(PSEG).
THE HIRING DEPARTMENT:
The role of the General Counsel and Legal Services Department (PGCL) is to deliver legal advice and services to the statutory organs of the Bank group (the Bank), namely to: the Boards of the Bank, Senior Management, Directorate General Hubs and, more generally, to the whole Bank. Furthermore, the Department protects the interest of the Bank from legal liability and, as necessary, provides legal defense in cases filed against or brought by the Bank.
The principal objectives of the Private Sector Operations Division (PGCL.2) are to handle private sector and other non-sovereign transactions and support the work of the Bank regarding the private sector and the financial sector as well as special operations. These transactions comprise principally non-sovereign loans, guarantees, participation arrangements, project finance transactions, syndicated loans, direct equity investments, private equity, trade finance transactions and balance sheet optimization operations relating to non-sovereign loans, amongst others. The Private Sector Operations Division provides legal and advisory services to several client departments and units across the Bank’s private sector ecosystem, which includes the Special Operations Unit.
The Special Operations Unit (SNOU) is responsible for managing problem investments in the Bank’s Non-Sovereign Loan and Equity portfolios and provides assets resolution and workout solutions by managing such investments, with emphasis on preserving value and managing reputational risks under adverse conditions while maximizing development impact.
The transactions handled by the SNOU comprise principally non-sovereign loans and, in particular, project finance and syndicated loans, guarantees, trade finance and private equity transactions, amongst others. The SNOU requires specialist and time-effective legal support and advice in developing and implementing appropriate workout solutions for the Bank’s non-performing transactions.
THE CHIEF LEGAL COUNSEL POSITION:
The Chief Legal Counsel undertakes internal coordination, supervision and the structuring of complex transactions within the division. The job requires the incumbent to be conversant and skilled in preparing complex legal documents including briefs and confidential legal opinions, leading the negotiation of complex agreements within the scope of financing products while combining specialization and expertise in knowledge of operational policies and guidelines of the Bank. The Chief Legal Counsel also supervises, leads and train more junior lawyers in their day-to-day work.
The Chief Legal Counsel leads the representation of the Bank’s sensitive negotiations as may be directed by the Division Manager or the General Counsel, conceives and supervises the negotiation of complex legal documents of all private sector operations. Furthermore, the Chief Legal Counsel will be primarily responsible for providing legal support to the SNOU in respect of complex non-performing portfolio transactions.
KEY FUNCTIONS OF THE CHIEF LEGAL COUNSEL:
Under the overall supervision of the Division Manager Private Sector Operations, the Chief Legal Counsel will be a team leader in the Division and will assist the Division Manager in coordinating and supervising the work of the Division. The Chief Legal Counsel may be requested to assume management functions in the absence of the Division Manager. In particular, the Chief Legal Counsel will undertake the following Key Responsibilities:
- Provide legal support to the SNOU in respect of complex non-performing transactions to develop practical, innovative and creative restructuring and workout solutions for complex infrastructure projects (including power projects, toll roads, airports, ports, oil & gas and mining, amongst others), and advising on distressed investments and non-performing loans, while ensuring compliance with applicable rules, regulations and Bank policies;
- The Chief Legal Counsel will conduct legal due diligence on proposed transactions such as, the review of project documents and agreements, constitutive documents of proposed borrowers/investee funds and review of local legal and regulatory requirements;
- Responsible for drafting and/or reviewing, negotiating, and finalizing all relevant legal documentation required for Bank’s lending and other investments;
- Advise 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 shareholder’s agreements, management agreements, subscription agreements, etc.
- Liaise and collaborates with staff handling non sovereign operations, finance and environmental and social issues to develop the appropriate terms and conditions of transactions, ensuring compliance with applicable rules, regulations and Bank policies;
- Participate in the project approval process and appraisal missions, review project concept notes, project appraisal reports, draft board resolutions and assist in preparing projects for presentation to the Board of Directors;
- The Chief Legal Counsel will provide legal support for the implementation and monitoring of projects/transactions post-financial close including advising on waiver requests, consents and approvals and project work-outs amongst others;
- Liaise with co-lenders/investors, partners and external counsel as appropriate;
- Assist the Division Manager in coordination and quality control of the legal services provided by the Division; and
- The Chief Legal Counsel will perform such other assignments and duties in furtherance of the Legal Department’s mandate as may be assigned by the General Counsel and/or the Division Manager.
COMPETENCIES FOR THE CHIEF LEGAL COUNSEL ROLE (skills, experience and knowledge)
- Hold at least a Master’s in Law and admission to the Bar of one of the African Development Bank member countries or A Juris Doctor (JD) and admission to the Bar of one of the African Development Bank member countries.
- Have a minimum of seven (7) years of relevant professional experience with an established international law firm or in the legal department of a bank, an investment fund or an international financial institution, with proven technical competence and experience in major international banking and/or corporate transactions (e.g. project finance transactions, cross-border M&As, investment funds, trade finance etc.), preferably with a specialization in restructuring and workouts, cross-border insolvency and bankruptcy, distressed debt and asset resolution with a focus on infrastructure projects.
- Ability to manage multiple, simultaneous and shifting demands, priorities and tight deadlines.
- High level skills in communication and negotiation as well as the ability to build partnerships with a broad range of clients and deliver results that meet the needs of the Legal Service Department’s work program.
- Seasoned knowledge in the current trend of development and familiarity with international law, and related matters within the Bank and other international organizations.
- Strong skills in preparation of complex legal documents including briefs and confidential legal opinions, preparing certificates, leading the negotiation of complex projects and programs and other transactions of a similar nature.
- Capacity to conceive and supervise the negotiation of complex legal documents of all manners and form that balances the standards and norms of outside parties with the unique requirements of the Bank.
- Ability to apply legal knowledge to deliver full scope of strategic Legal services in line with the Bank’s strategy requirements.
- Effective consulting and advisory skills that enable clients and help resolve their legal questions.
- Ability to deal with sensitive issues in a multi-cultural environment and to build effective working relations with colleagues.
- Ability to lead independently and supervise a multicultural team.
- Ability to be flexible, open minded with integrity.
- Ability to communicate effectively (written and oral) in English or French, preferably with a working knowledge of the other.
- Competence in the use of standard Microsoft Office Suite applications; knowledge of SAP is an asset.
THE CHIEF LEGAL COUNSEL POSITION IS CLASSIFIED AS INTERNATIONAL RECRUITMENT AND ATTRACTS INTERNATIONAL TERMS AND CONDITIONS OF EMPLOYMENT.
Should you encounter technical difficulties in submitting your Chief Legal Counsel application, please send an email with a precise description of the issue and/or a screenshot showing the problem to: HR Direct HRDirect@AFDB.ORG(link sends e-mail)
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To apply for the Chief Legal Counsel position, you need to be national of one of AfDB member countries.
Applicants who fully meet the Bank’s requirements and are considered for further assessment will be contacted. Applicants should submit a concise Curriculum Vitae (CV) and any additional documents that may be stated as required. The President of the African Development Bank reserves the right to appoint a candidate at a lower level. The African Development Bank is an equal opportunities employer. Female candidates are strongly encouraged to apply. http://www.afdb.org
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