Increasing a Fixed Fee Cap in Law Firm Engagement Letters

James Wilson, Senior Counsel, European Bank for Reconstruction and Development, United Kingdom

I work as an in-house lawyer for the European Bank for Reconstruction and Development (“EBRD”). As a public institution, EBRD is subject to strict procurement rules whenever it engages contractors. In general terms, at least one law firm will be engaged by EBRD for each project which it enters into and, given that EBRD finances hundreds of projects every year, the law firm engagement is a key part of each project cycle: there is standard documentation which must be used (from which no serious deviations are permitted) and there are very developed and structured legal selection and procurement procedures to be followed internally before EBRD enters into (or amends) any law firm engagement. It is an internal rule for EBRD in-house lawyers that they can agree directly a selection of outside counsel with a fixed cap without embarking on a full competitive selection procedure if the overall contracted legal cost is likely to be less than a certain amount; if the legal cost is likely to exceed that sum then the basic assumption is that a competitive selection process must be run by which the EBRD team selects one from not less than four competing law firms based on their technical and financial proposals. For all EBRD law firm engagements, a fee cap is generally mandatory.

James Wilson joined the legal department of EBRD in 2005. He has advised on over 100 signed debt and equity financings in many of the EBRD countries, particularly in the sectors of real estate, financial institutions, investment funds, private equity and ship finance. Since 2006, James has been the lawyer within EBRD who focusses on Ukraine and many of his more complex and high profile financings have involved Ukrainian companies. After qualifying as a solicitor in Scotland in 1996, James worked for Lovells in London, Moscow and Prague between 1997 and 2005, becoming an English solicitor in 1998. James has an LLB Hons from Aberdeen University and a LLM in Maritime Law from Southampton University.

The European Bank for Reconstruction and Development is an international financial institution which is owned by 61 countries and two intergovernmental institutions and which supports the development of market economies and democracies in countries from central Europe to central Asia.