Senior Legal Counsel - Private Sector Operations at African Development Bank - AfDB

Reference: ADB/17/186
Location: Côte d’Ivoire
Grade: PL5
Position N°: 50068936

The Complex

• 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 African Development Bank and the African Development Fund.
• The President supervises several Departments and Units including Office of the President; Independent Development Evaluation Department; Integrity and Anti-Corruption Department; Compliance Review and Mediation Unit; Secretariat to the Sanctions Appeals Board; Administrative Tribunal; Office of the Auditor General; Group Risk Management Directorate; General Counsel and Legal Services Department; Communication and External Relations Department; Staff Integrity and Ethics Office and Office of the Secretary General & General Secretariat.

The Hiring Department

• The role of the General Counsel and Legal Services Department 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 defence in cases filed against or brought by the Bank.
• The principal objectives of the Private Sector Operations Division 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, project finance transactions, syndicated loans, private equity and trade finance, amongst others.

The Position

• The Senior Legal Counsel in charge of Private Sector Operations will ensure the correct interpretation of, and compliance with, the various policies, guidelines and regulations applicable to private sector and non-sovereign operations of the Bank.
• The incumbent will ensure compliance of projects and other operational activity with applicable Bank’s rules, policies, regulations and procedures.

Duties and Responsibilities
Under the supervision and guidance of the Division Manager, the Senior Legal Counsel – Private Sector Operations will:

• Conduct 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 shareholders’ agreements etc.), constitutive documents of proposed borrowers/investee funds and review of local regulatory requirements;
• Attend meetings of the Board of Directors and Senior Management committees directly related to the functions of the incumbent and provide any legal clarifications or assistance that may be required;
• Liaise and collaborates with staff in the private sector operations, finance and environmental and social complexes to develop the appropriate terms and conditions of each transaction, ensuring compliance with Bank’s policies;
• Participate in project appraisal missions and reviewing project concept notes, project appraisal reports, drafting board resolutions;
• Draft and/or reviews, negotiates and finalizes all legal documentation relevant to the proposed transaction, 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; 
• Advise on transaction structure and documentation for private equity investments by the Bank to ensure compliance with Bank policies and practice as well as applicable laws including drafting and/or reviewing shareholders agreements, partnership agreements, management agreements, co-investment agreements, subscription agreements etc
• Provide legal support for the implementation and monitoring of projects after signing and disbursement, including advising on waiver requests, approval requests and project work-outs;
• Liaise with co-lenders/investors, partners and external counsel as and when needed; and
• Undertake such other assignments as required in furtherance of the Department’s mandate.

Selection Criteria
Including desirable skills, knowledge and experience:

• Hold at least a Master's degree or its equivalent 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 five (5) years of relevant experience in similar jobs, preferably with a reputable international law firm, a legal department of a private or public entity, or an international financial institution with proven technical competence and experiences in international finance and banking practice.
• 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.
• Experience in applying legal knowledge to deliver full scope of strategic Legal services.
• Effective consulting and advisory skills that enable clients and help resolve their legal questions.
• Ability to work and deal with sensitive issues in a multi-cultural environment and to build effective working relations with colleagues.
• 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 added advantage.