Laying the Legal Groundwork: Structuring Infrastructure Projects
from Day One
The early stages of an infrastructure project are the most consequential—and the least visible. Before contracts are signed or regulatory filings are made, the legal architecture of a project is quietly being assembled. Decisions made in those foundational weeks and months will either enable or constrain every milestone that follows.
This episode of Making Infrastructure Happen, produced in collaboration with Kenna Partners, explores how experienced infrastructure lawyers approach the legal inception of major projects across Africa. Kenna Partners brings deep expertise advising on complex infrastructure transactions across energy, transport, water, and ICT, offering candid insights into what separates legally resilient projects from those that unravel during execution.
The conversation opens with a fundamental question: when a client arrives at the earliest stage of a project, what are the first legal questions a practitioner seeks to answer? The answer reveals why early decisions—around project company structure, jurisdiction, and stakeholder arrangements—carry outsized consequences for the project's future.
The episode then systematically unpacks five additional critical areas. First, choosing between project vehicles: SPVs, joint ventures, and public-private arrangements. The experts reveal the critical legal considerations that are most often overlooked when making this choice. Second, navigating the patchwork of concession agreements and PPP frameworks across African jurisdictions, including jurisdiction-specific challenges practitioners have encountered on the ground.
Third, comprehensive legal due diligence for greenfield infrastructure projects—far beyond title searches. The discussion identifies the most common gaps practitioners find when examining land rights, permits, corporate authorisations, and contractual chains. Fourth, structuring protections against force majeure, political risk, and sovereign conduct. The episode offers a realistic assessment of how enforceable these protections actually are in practice.
Finally, the episode addresses a critical warning: developers and sponsors who are tempted to defer serious legal structuring work to a later stage—perhaps to save costs or accelerate early activities—are taking on significant, often hidden, risks. The experts explain what those risks are and why early legal investment is a form of risk mitigation, not a cost.
The episode closes with a powerful message: the legal groundwork is not a formality. It is the foundation. And like every foundation, it must be laid correctly before anything else goes up. Essential listening for developers, sponsors, legal practitioners, and anyone involved in the earliest stages of infrastructure delivery across Africa.
Guest Speaker Profile
Nimma Jo-Madugu
Key Discussion Points
Key Discussion Points
Interpreting the sector at present: panellists discussed the following themes;
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First Legal Questions & Early Decisions: When brought into a project at its earliest stage, practitioners prioritise specific legal questions around project company structure, jurisdiction, stakeholder arrangements, and risk. These early decisions carry outsized consequences for every subsequent milestone.
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Choosing Project Structuring Vehicles: The choice between SPVs, joint ventures, and public-private arrangements involves critical legal considerations that are often overlooked—including liability, governance, exit flexibility, and alignment of stakeholder interests.
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Concession Agreements & Jurisdictional Patchwork: PPP frameworks vary significantly across African jurisdictions. Practitioners help clients navigate this complexity by identifying jurisdiction-specific challenges, from local content requirements to approval labyrinths and enforcement mechanisms.
Produced by The Africa Catalyst Podcast Team within BRAC Studio, the episode was moderated by Femi Awofala.
