Thomas Murley

Over the last 40 years, financially-constrained governments in both developed and developing nations have increasingly turned to the private sector to develop, finance, build and operate essential infrastructure projects, including electricity and natural gas networks, renewable and conventional power generation projects, airports, toll roads, liquified natural gas facilities, sports stadia, hospitals, student housing and others. The private sector's preferred financing solution for the hundreds of billions of dollars a year in necessary infrastructure projects is non-recourse 'project finance', under which individual or limited groups of projects are financed on a standalone basis, relying solely on the economic potential of the project to repay lenders and equity investors. Project finance is a multidisciplinary practice area covering corporate law, securities law, contract law, construction law, insurance law, secured lending and banking laws, regulatory laws and policies, environmental law, real estate law, and tax law among others. Project finance is increasingly affected and driven by environmental, social and governance issues, including climate change. This seminar will examine both the norms and conventions of project finance and emerging trends in project finance practice, including sources of capital, the role of government and the role of E.S.G. The seminar will analyze and evaluate a hypothetical project throughout the year. We will look at the lifecycle of the project, from conception, permitting and development, financing, construction through operation, including what happens when projects go bad. Our emphasis will be on typical projects that business lawyers may encounter. A final 'Client Memorandum' of 6,000-7,000 words outlining key issues and risks in the hypothetical project and recommending solutions will be required in lieu of an examination. UPPER-CLASS WRITING REQUIREMENT: A limited number of students may use this class to satisfy the requirement. **A student who fails to attend the initial meeting of a seminar, or to obtain permission to be absent from either the instructor or the Registrar, may be administratively dropped from the seminar. Students who are on a wait list for a seminar are required to attend the first seminar meeting to be considered for enrollment.

This course focuses on the structure, documentation and negotiation of a typical project finance transaction. The class will explore legal, financial, and policy problems involved in investing in domestic and cross- border power and infrastructure projects. We will focus on strategies and techniques of structuring and financing such investments, and will touch upon the legal and regulatory environment for investment, and in the context of foreign investment, the role of political risk management and the implications of treaties, conventions, and other relevant law. Selected domestic and cross- border investment transactions, both actual and hypothetical, will be used to illustrate recurring issues. This course may contain a graded group drafting component where students draft and negotiate a loan agreement.