Sovereign Advisory

Our sovereign advisory practice dates to the early 1960s, when we advised newly independent African states on accession to the UN and related matters of international recognition and statehood. Since then, we have remained dedicated to advancing the unique legal and public policy interests of sovereign governments, advising more than 100 countries on issues of politics and policy, international trade and other agreements, foreign investment, interpreting treaties and resolving disputes.

Our lawyers help governments understand and navigate ever-evolving US and European laws and policies in the areas of international law and arbitration, trade, export control and sanctions, rule of law, human rights, international business transactions, immigration, financial services, tax, anti-money laundering (AML) and asset recovery.

More broadly, our defense, financial and national security professionals liaise with the US Departments of War, Commerce, Treasury and State – and the congressional committees of jurisdiction – to address foreign policy-related needs and concerns. We combine years of experience helping governments address the numerous congressionally mandated annual reports from the US Department of State and other federal departments and agencies that contain country-specific reviews, which, if negative, can carry considerable consequences.

As governments find themselves in states of transition, we partner with them to chart a path through various reform efforts, ranging from economic development plans and debt sustainability to strengthening the rule of law. We provide strategic and tactical advice on how to improve the political, legal and regulatory environments to secure US and other foreign assistance, investment and debt relief.

We actively monitor and analyze policy and case law as it pertains to our clients’ commercial interests globally, and because of the strength of our legislative and diplomatic teams, we can advocate on our clients’ behalf in the halls of power around the world. We serve as the outside general counsel for many embassies in the US, providing day-to-day support on legal matters and local regulatory issues that may arise, including those affect sovereign and diplomatic immunity.

Representative matters

• Bulgaria – Advising the Ministry of Finance on a potential US double tax treaty, and on negotiations to resolve debt owed to it by the Republic of Iraq.

• Cameroon – Counseling the Office of the Prime Minster on US relations, including successfully removing the country from the Tier 2 Watch List of the US Department of State’s annual Trafficking in Persons Report; and serving as the government’s legal adviser for the Mbalam Iron Ore Project, a US$5 billion integrated mine, rail and mineral terminal project.

• Colombia – Engaging US policymakers on behalf of the Columbian government and helped secure congressional approval of the US-Colombia Trade Promotion Agreement.

• Croatia – Supporting the Croatian government’s efforts to strengthen ties with the US.

• Democratic Republic of Congo – Advising on the feasibility and application of debt-for-nature swaps, and strategies for mobilizing sustainable finance.

• Ecuador – Counseling on its US bilateral relations, including the Andean Trade Preference Act and other trade matters; Advised on relationship with international financial institutions and developed strategies for mobilizing sustainable finance.

• Iraq – Counseling the government on political and commercial relations with the US.

• Libya – Counseling the Transitional National Council to successfully achieve recognition by the US government as the legitimate government authority of Libya, and then advised that new government on US relations.

• Mozambique – Advising on strategic planning for sustainable finance transactions and relations with international financial institutions and bilateral development partners.

• Palestinian Authority – Advising on Middle East peace and trade matters.

• Panama – Counseling the government on enhancing its outreach and trade relationship with the US.

• Singapore – Advising the sovereign wealth fund on the Trans-Pacific Partnership.

• South Korea – Advising the South Korean government on US congressional relations, and advised the Korean International Trade Association on securing congressional passage of the Korean-US Free Trade Agreement and an extension of the US-Korea Civil Nuclear Cooperation agreement.

• Sri Lanka – Advising on strategies for integrating sustainable development goals into financing strategies, including debt-for-nature swaps and other transactions linked to blue and green economy.

Trade and investment are high on the list of key interests of every sovereign government. Our firm plays a leading role in helping governments reform domestic law and policy to attract investment, develop investment promotion strategies and identify potential investors. We also help governments strengthen their trade relationship with the US, which can involve securing free trade agreements, bilateral investment treaties or nuclear export agreements, as well as qualifying for and maintaining preferential trade benefits.

We counsel sovereign wealth funds and state-owned enterprises on navigating the complex legal, regulatory and compliance frameworks governing their investments in the US and the EU. Our work includes structuring and documenting investments, conducting due diligence and advising on fund formations and co-investment arrangements. We also guide clients through sensitive review processes, including approvals by the US Committee on Foreign Investment in the United States (CFIUS), and help manage associated risks related to national security, sanctions and cross-border regulatory requirements. This comprehensive approach ensures that sovereign investors can pursue strategic opportunities, while maintaining full compliance with applicable laws and regulations.

Representative matters

• Government of the Republic of Ecuador – Counseling on its bilateral relationship with the US, including on matters of trade and investment.

• Saudi government-owned bank – Completely redesigning and implementing a new, modernized US sanctions training program; to include comprehensive e-learning modules for all employees, specialized training for compliance staff and tailored training for senior management and directors, to ensure compliance with all aspects of the “Framework for Office of Foreign Assets Control (OFAC) Compliance Commitments.”

• Numerous central banks – Representing with the training and certification of local financial institutions for anti-money laundering (AML)/Combating the Financing of Terrorism (CFT) and sanctions-compliance best practices.

• Large foreign state-owned bank – Advising on general sanctions-related issues.

• Middle Eastern government-owned ports operations company – Advising with respect to its proposed expansion into several countries in Africa, in the context of US sanctions regulations and other laws.

Our firm has deep experience advising sovereign governments, ministries of finance, sovereign wealth funds, and state-owned or sovereign-linked entities across a wide range of financial, regulatory and investment matters. This work spans sovereign debt and capital markets, sovereign investment activity, project and structured finance, financial risk management and public sector regulatory frameworks.

On the sovereign financing side, the team has advised governments on billions of dollars of international capital markets transactions, including the establishment of large sovereign medium-term note programs and related debt issuances. We also advise sovereigns on financial risk management, including derivative and hedging transactions used by governments to manage exposure to commodity price volatility and other financial market risks. In addition, we have advised governments and public institutions participating in multilateral financing initiatives.

Our firm also has expertise in advising sovereign governments in times of debt distress, defaults and debt restructuring processes. We have been involved in reform efforts related to restructuring frameworks designed to mobilize development finance and support global public policy objectives.

Our firm provides leading counsel to sovereign wealth funds on all aspects of their global investment activities. We have advised dozens of governments on issues related to the investment, management and administration of sovereign wealth in the Middle East and globally, with experience spanning more than 70 jurisdictions. This work includes representing sovereign investors in a wide range of cross-border investment activities, including direct investments and co-investments, private fund investments and investments through public and private collective investment vehicles. Our experience also covers investments in real estate and infrastructure assets, as well as advisory work related to global custodian arrangements, securities lending agreements and investment management mandates involving equity securities, debt instruments, derivatives and commodities.

Our firm further assists sovereign investors with the legal and regulatory issues associated with managing large institutional portfolios. This includes establishing and maintaining subsidiary investment structures, coordinating comprehensive cross-border tax planning strategies and developing internal investment control policies and corporate governance protocols. Lawyers also advise on risk management and due diligence processes, dispute resolution matters including restructurings and workouts, and compliance obligations such as know-your-customer (KYC) and AML requirements. In addition, we support sovereign clients through legislative assessments, regulatory monitoring and public policy advocacy in jurisdictions around the world.

Beyond sovereign investment activity, our experience includes advising on sovereign-linked project- and structured-finance transactions, including infrastructure and energy projects involving government counterparties or state-owned enterprises. Our lawyers have also advised ministries of finance on financial sector regulatory frameworks, including legislative reforms affecting capital markets, securitization structures and banking sector refinancing mechanisms.

Taken together, this experience reflects an integrated capability to advise sovereign governments, sovereign wealth funds, central banks and state-owned entities across the full spectrum of sovereign financial activity, from debt issuance and restructuring to global investment strategy, infrastructure finance and regulatory policy.

Representative matters

• Central Africa – Advising on a €1 billion export credit facility for a sovereign-backed entity in central Africa.

• Dominican Republic – Acting for Citi and Barclays Capital as joint bookrunners on a bond issue by the Dominican Republic.

• Ethiopia – Advising on the mobilization of public and private sector capital to support development priorities.

• Indonesia – Advising the Republic of Indonesia on its Rule 144A/ Regulation S offering of US$2 billion sukuk al-wakala due 2025.

• Indonesia – Advising the joint lead managers on the Rule 144A/ Regulation S offering by the Republic of Indonesia of US$1.5 billion, 4.35% sukuk due 2024.

• Indonesia – Advising Republic of Indonesia on the establishment of a US$5 billion sukuk program and the issuance of US$1.5 billion sukuk (the largest single tranche US dollar denominated international sukuk offering by an Asia-based sovereign).

• Kazakhstan – Advising Kazakhstan’s Ministry of Finance on the Republic of Kazakhstan’s successful benchmark issue of US$1.5 billion, 4.714 % notes due 2035 under its US$15 billion global medium-term note (MTN) program, listed on the London Stock Exchange and the Astana Stock Exchange, marking the country’s first return to the US dollar bond market since 2015.

• Middle East government – Preparing model laws and advice to assist in the government’s reform of its financial services sector.

• Nepal – Advising on the development of a sustainable financing strategy and assessment of options.

• Qatar – Advising the state of Qatar on the US$4 billion two-tranche issue by SoQ sukuk A Q.S.C., the largest US dollar-denominated sukuk issuance to date, which is comprised of US$2 billion trust certificates and US$2 billion trust certificates due 2023.

• Rwanda - Advising on the mobilization of public and private sector capital to support development priorities.

• Saudi Arabia –Advising the General Authority of Civil Aviation of Saudi Arabia in relation to the financing of the district cooling and potable water projects at the King Khalid International Airport in Saudi Arabia.

• UAE – Acting as legal advisers to the government of Dubai in connection with the US$3.1 billion financing of the extension of Dubai Metro’s Red Line, the principal transit line in Dubai, to Dubai’s Expo 2020 site.

On behalf of central banks and government-owned banks

• Central Bank of the United Arab Emirates (CBUAE) – Working closely with this central bank in the Bank of Credit and Commerce International (BCCI) case, to develop a framework to liquidate the local BCCI branches, beginning our deep and longstanding relationship with the CBUAE.

• Palestine Monetary Authority (PMA) – Working with the PMA, which is the central bank of Palestine, on regulatory and public policy (lobbying) issues in Washington, DC.

• CBUAE – Collaborating closely with this central bank in 2019 to develop and deliver its inaugural National Summit on Counter-terrorist Financing and Sanctions Compliance.

• Numerous central banks – Providing public policy representation in Washington DC.

• Numerous central banks – Representing with the training and certification of local financial institutions for AML/CFT and sanctions-compliance best practices.

• Numerous central banks – Advising on the development of compliance frameworks related to the US Foreign Account Tax Compliance Act (FATCA).

• Central banks and banking regulators – Working with these institutions, in jurisdictions across the globe, to resolve any tensions between local law and foreign law (normally US law), particularly with respect to bank secrecy and data privacy, to ensure that local banks fully comply with home country laws and regulations, while robustly and strategically defending US-based and international investigations and enforcement actions.

• Abu Dhabi Islamic Bank – Advising on a range of Islamic finance facilities for UAE companies.

• Dubai Islamic Bank – Advising on a range of Islamic finance and conventional facilities for companies in the UAE.

• Qatar Holding – Advising the principal holding company of the Qatar Investment Authority in connection with its investment of over US$6 billion (CHF10 billion) in ordinary shares, mandatory convertible securities and perpetual tier one capital notes of Credit Suisse Group.

• Dubai Department of Finance – Advising in relation to a US$3.1 billion term loan facility that will fund a 15-kilometre extension of the Dubai Metro’s Red Line from Nakheel Harbour and Tower Station to the Dubai Expo 2020 site. As part of the project, 50 trains will be purchased with 15 for the expo service and 35 to upgrade the metro system.

• Ministry of Finance of Kazakhstan – Advising on The Republic of Kazakhstan’s successful benchmark issue of US$1.5 billion 4.714 percent.

• Saudi government-owned bank – Representing one of the Arab Gulf region’s largest banks in defending and settling a multiyear OFAC investigation of apparent violations of US sanctions against Sudan and Syria.

At a time when many of our sovereign clients are reassessing their foreign debt positions, our firm stands ready to assist treasuries and finance ministries with respect to their outstanding debt obligations. With extensive expertise, established relationships spanning government, business and multilateral institutions, and a demonstrated history of success, our team helps sovereigns achieve their strategic objectives.

We have been advising sovereign clients on debt and financial restructurings for more than a century. The majority of our work is out of court, where we develop specially tailored debt restructuring and financial solutions to identify new sources of capital and avoid insolvency proceedings. However, when necessary, our lawyers provide essential advice in formal court proceedings.

In addition to decades of experience advising governments on sovereign debt matters, we have also advised on an array of creditors’ rights issues. Our lawyers have represented creditors in virtually every type of restructuring and insolvency matter across the globe. Our creditor clients include global financial institutions and lender groups; senior secured, second lien and subordinated lenders; asset-based lenders; private equity firms; hedge funds; distressed debt investors; acquirers; bond trustees and holders; pension trustees, landlords and equipment lessors; and trade and general unsecured creditors.

Our public finance team works closely with our restructuring lawyers to advise on bond issues. We have been a nationally recognized bond counsel firm in the US since the beginning of the 20th century and are consistently ranked by an affiliate of Thomson Reuters among the top bond, disclosure and underwriters’ counsel firms in the country. Because we assist our clients with related marketplace finance/transactional issues that accompany restructuring and insolvency work, we have relationships with top financial institutions that will add significant value to the services we provide to sovereign governments.

Representative matters

• Cabo Verde – Advising on the design and negotiation of a bilateral debt-for-nature swap and establishment of an environment fund to support the blue economy.

• Gambia – Advising the government of Gambia on its comprehensive debt restructuring outside of the parameters of the Paris Club.

• Niger – Advising the government of Niger on a sovereign debt workout in relation to a loan owed to the Taiwanese Export-Import Bank of the Republic of China, reducing the amount outstanding from US$183 million to US$20 million.

• US Virgin Islands – Serving as issuer and policy governmental affairs counsel in connection with refinancing of US$1 billion outstanding bond debt secured by federal rum tax proceeds. .

• Venezuela and Petróleos de Venezuela, S.A. (PdVSA) – Advising on restructuring sovereign assets, including foreign accounts receivable, prejudgment accounts receivable, the protection of assets in foreign jurisdictions, act of state doctrine, applicability of US Foreign Sovereign Immunities Act and strategic sovereign restructuring plan, including potential modifications to insolvency statutes. We also served as counsel to Venezuela in connection with numerous international arbitrations and litigation.

Creditor side

• Azerbaijan – Acting for an investment bank on the restructuring of loans to The International Bank of Azerbaijan.

• Croatia – Advising an investment bank on the restructuring of loans guaranteed by the Republic of Croatia.

• Montenegro – Advising an investment bank on the restructuring of loans guaranteed by the Republic of Montenegro.

• Mozambique – Acting for VTB on the proposed consensual restructuring of loans guaranteed by the Republic of Mozambique.

We have one of the world’s most preeminent public international law practices, advising governments, international organizations and private sector clients on complex issues arising under international law.

Our firm’s advisory work spans a broad range of public international law matters, including boundary disputes and sovereignty questions, the law of the sea and interstate arrangements for the sharing and management of natural resources. We regularly advise on issues relating to statehood and the recognition of governments, as well as the interpretation, negotiation and implementation of treaties.

Our lawyers also assist clients in matters involving international environmental law, international humanitarian law and international human rights law. In addition, we provide legal advice on the governance and regulation of transboundary infrastructure projects, including pipelines and cross-border power and communications cables.

The practice further covers the law governing international organizations and their operations, emerging areas such as space law, and questions relating to state and diplomatic immunities. We also advise on the interaction between public international law and domestic legal systems, including issues of jurisdiction, enforcement and compliance.

In situations involving disputes or potential disputes between states, our lawyers provide guidance on questions of state responsibility and related international legal obligations, helping clients assess risks and develop strategies consistent with international legal frameworks.

Representative matters

• Guatemala – Representing in proceedings against Belize before the International Court of Justice (ICJ) concerning the delimitation of the states’ land and maritime boundary, and sovereignty over islands.

• Colombia – Representing in proceedings before the ICJ against Nicaragua concerning claims that Colombia’s naval forces had interfered with Nicaragua’s sovereign rights in its exclusive economic zone, and counterclaims including, inter alia, a claim that Nicaragua’s system of straight baselines was unlawful under customary international law and the UN’s Convention on the Law of the Sea.

• Colombia – Representing in proceedings before the ICJ against Nicaragua concerning Nicaragua’s claim to an extended continental shelf beyond 200 nautical meters.

• Bolivia – Representing in proceedings before the ICJ against Chile concerning international watercourses. The case also raised environmental issues relating to a state’s obligation to prevent significant transboundary harm as a result of possible pollution to a river, and whether provisions of the 1997 Watercourses Convention constitute customary international law.

• Former president of Kosovo – Representing in his trial for alleged war crimes against humanity before a specialized war crimes court known as the Kosovo Specialist Chambers.