Background

UNCDF is the United Nations capital investment agency for the world’s least developed countries. With its capital mandate and instruments, UNCDF offers “last mile” finance models that unlock public and private resources, especially at the domestic level, to reduce poverty and support local economic development. UNCDF’s financing models work through two channels: financial inclusion that expands the opportunities for individuals, households, and small businesses to participate in the local economy, providing them with the tools they need to climb out of poverty and manage their financial lives; and by showing how localized investments—through fiscal decentralization, innovative municipal finance, and structured project finance—can drive public and private funding that underpins local economic expansion and sustainable development. By strengthening how finance works for poor people at the household, small enterprise, and local infrastructure levels, UNCDF contributes to SDG 1 on eradicating poverty and SDG 17 on the means of implementation. By identifying those market segments where innovative financing models can have transformational impact in helping to reach the last mile and address exclusion and inequalities of access, UNCDF contributes to a number of different SDGs;

UNCDF are currently implementing a project in Lao PDR financed under the UNJP SDG Fund that is supporting the development of the Integrated National Financing Framework (INFF) for Lao PDR. The project Efficiency and Optimization of Lao PDR’s Public Budget to Finance the SDGs Through the National Plan provides the technical framework for the mission as a diagnostic exercise to inform the financing strategy of the current implications and requirements for domestic and foreign direct investments into the Lao economy

1. Update the previous UNCDF commission legal analysis for investments,
2. Determine if local government entities can access capital markets (direct or indirect) as stipulated under the appropriate law,
3. Verify the status of local governments as originators and participants in PPPs,
4. Verify if local governments can take on external loans issued through development and or commercial banks and finance institutions. 

NOTE: Individuals from Legal firms and lawyers specializing in investments and project advisory including legal structuring and financing being registered and practicing in Lao PDR are encouraged to apply

OBJECTIVE

UNCDF Local Transformative Finance (LTF) practice works to unlock regional and domestic capital to finance productive infrastructures at sub national level and within municipal territories that compliment and support the national development projects and the 9th National Socio-Economic Development Plan. UNCDF’s advisory and financial instruments are ankle to be deployed to originate, financially close and implement economically feasible projects that can be developed solely by the private sector or local governments or via public private partnerships.

The objective of the mission is to develop and provide a technical report that updates a previously UNCDF commissioned study to  determine the legal base and its current status of promulgation and implementation associated with national and sub national investments and FDI. Within this context, the technical review needs cover: -

1. An over-view of current investment law(s), to examine their application and known bottlenecks that are being encountered in terms of domestic and external investments;
2. Highlight the current government institutional gateways for investments (foreign and domestic)
3. Process map of current registration of domestic companies and joint ventures that include a national company
4. Provide a brief over-view of the taxation systems – i.e. what taxes are required to be paid by domestic joint ventures, and solely foreign investors, highlight any tax breaks and specify geographical location / limitation (i.e. Special Economic Zones)
5. Provide a brief overview and current status of PPP legislation and provide examples (if available) of active PPPs in national and sub national government 
6. Detail and summarise contents of enacted legislation that permits local governments to apply for commercial loans and usage of local government assets including land as collateral to secure such loans
7. Provide a definitive legal guide, referencing associated legislation, for local governments (as legal entities) to form or be shareholders in Special Purpose Vehicles (SPVs), highlight any associate law related to SPVs especially; (i) formation and registration, (ii) restrictions for SPVs to facilitate investments into multiple projects, (iii) share distribution and (iv) SPV responsibilities and legal binding in case of default, and (v) SPV liquidation / closure
8. Highlight, in simple form, with reference to associated legislation, procedures and geographical location for arbitration in case of loan default and project failure.

The study should be a maximum of 20 pages with reference materials being provided within an annex and be accompanied with an electronic presentation.

Duties and Responsibilities

The legal review documentation and associated PowerPoint that forms the output of the consultancy will assist to UNCDF to develop key “knowledge products” to facilitate infrastructure investment decisions in emerging economies, thereby serving the needs of the project whilst complimenting other key areas of UNCDF global work and corporate development.

Working under the direct supervision of the LTF Regional Technical Advisor for Asia based in Bangkok, the consultant will be responsible for providing high quality legal review study for Lao PDR covering key areas as described above (Section III). The review will specifically answer the following questions;

• Can local governments apply for commercial loans and if so on what legal grounds?
• Can local governments establish and participate in SPV for investments?
• Can local governments utilize public assets? (i.e. use public buildings and land as collateral for commercial loans)
• To what extent are SPVs and local governments legally exposed (accountability and loss of assets) in case of loan default? 

The formulation of the review will be approached in 4 stages as described. The finalised content and legal references will be agreed in writing at the end the 1st week of the assignment with the RTA Bangkok.

1. Research and collect primary legal information pertaining to the overall objective of the consultancy (reference Section III)
2. Provide in note form (2 pages maximum) and over-view of the applicable legislative base (including tax and arbitration) covering local government investments in the form of PPPs, SPVs and as legal entries to apply for and secure commercial loans for local projects. This note will provide the agreed framework for the main review / study
3. Provide a review / study as described in section III
4. Provide an accompanying PowerPoint presentation describing the main findings of the review / study

The UNCDF Regional Technical Adviser (RTA) based in Bangkok, will be the contact point for the mission, providing necessary management support, guidance, and over-sight of the mission.  The RTA Unit will be responsible for reviewing intermediate and final products and providing approvals for payment based upon the deliverables under VI.

The consultant will deliver the following within the framework of the mission: 

1. Preliminary detail (in note form – 2 pages) of the primary legal information pertaining to the overall objective of the consultancy (reference Section III)
2. Detailed review / study of current legal base in relation to the output described in section III and which responds to the questions raised in Section IV
3. PowerPoint presentation that highlights the main findings of the review / study and provides recommendations for any regulatory upgrades that may be required to facilitate Local Governments entering into SPVs or accessing credit for local infrastructure development needs.

All reports and documents to be submitted in English

Competencies

• Owns a comprehensive knowledge of the organic and national laws governing national and sub national administrations in Lao PDR;
• Owns a comprehensive knowledge and understanding of investment laws and SEZ by-laws in Lao PDR;
• Owns a comprehensive knowledge and understanding of corporate tax laws in Lao PDR;
• Owns a comprehensive knowledge and understanding of PPP laws and frameworks in Lao PDR;
• Owns a comprehensive knowledge and understanding of investment laws and SEZ by laws in Lao PDR;
• Has knowledge and understanding of the domestic finance sector operations (commercial loans); 

Required Skills and Experience

• Minimum Master’s Degree in Finance related area / economics / public policy (PhD will be considered as an advantage)
• 10 years of professional experience with at least 5 years working within Public Financial Management Reform programmes
• Proven research publications
• Proven Calibrated General Equilibrium (CGE) model development for economic research
• Proven professional track record economic growth analysis
• Proven track record working with government institutions
• Advance user of STATA and/or other professional modelling tools
• Work experience in South East Asia will be considered as an advantage 
• Good communication skills; sensitivity and willingness/flexibility to respond to client’s needs.

• Business Lawyer / Law related degree;
• 10 years of professional experience with at least 5 years working within corporate legal services with Laos;
• Proven track record of providing legal advice in Lao PRD re corporate and / or PPP type investments (domestic and international clients);
• Experienced in corporate, investment and tax law in Lao PDR;
• Good communication skills; sensitivity and willingness/flexibility to respond to client’s needs.
• Fluent written and spoken English