TA-6855 REG: Law and Policy Development for Private Sector and Public-Private Partnership Projects - ARM Insolvency (National Legislative Drafting Expert) (55058-001)
TA-6855 REG: Law and Policy Development for Private Sector and Public-Private Partnership Projects - ARM Insolvency (National Legislative Drafting Expert) (55058-001) has been closed on 22 May 2022.
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Description
https://www.adb.org//node/794761
The technical assistance (TA) is designed to strengthen the policy, legal, regulatory, and institutional
framework for private sector investment, including in public-private partnerships (PPPs) in selected ADB
developing member countries (DMCs). The TA also aims to provide capacity building and development of
knowledge resources (such as model legal documentation) to help attract private sector investment and
advance PPP projects. To accomplish this, four outputs are envisaged under the TA. Output 1: improving
legal, regulatory, and/or policy framework to support the development of an enabling environment for the
private sector, including for infrastructure projects and PPPs, focusing initially on an updated
insolvency law. Output 2: developing model template documentation for infrastructure projects. Output
3: strengthening the capacity of key public sector agencies and government stakeholders. Output 4:
preparation and dissemination of reports and comparative studies on private sector and PPP projects. A
DMC may request TA assistance under one or more outputs depending on the need.
The TA will require international legal consultants and national legal consultants, where needed, with
international legal consultants taking the lead and coordinating with the lead national consultant and
other national legal consultants. Additionally, resource person will be engaged as needed. Given the
demand-driven nature of the TA, the draft terms of reference of consultants will be adjusted for each
selected DMCs. The precise arrangements will depend on the type of TA assistance requested by selected
DMC and may include assistance under one or more outputs. Also, different sets of consultants may be
engaged under the outputs (either concurrently or sequentially). Detailed terms (including the precise
scope and time frames for engagement) for the legal consultants will be prepared based on requested TA
assistance and relevant terms of reference adjusted during implementation.
The consultants will be engaged following the ADB Procurement Policy (2017, as amended from time to
time) and its associated project administration instructions and/or staff instructions. The consultants
will report to, and be supervised by the ADB TA Team Leader or Leaders from the Office of the General
Counsel, with such Team Leader or Leaders working in consultation with other team members from the
Office of Public-Private Partnership (OPPP), Private Sector Operations Department (PSOD), South Asia
Department (SARD), Southeast Asia Regional Department (SERD), Central and West Asia Regional Department
(CWRD), Pacific Regional Department (PARD), the relevant thematic groups of ADB, and Sustainable
Development and Climate Change Department (SDCC), in each case, as applicable for the relevant DMC and
output(s) to be delivered.
The terms of reference for consultants are outlined below, to be adjusted during implementation
depending on the type of TA assistance requested by selected DMC(s).
As distinct from the general requirements as set out above for assistance in areas related to the
Outputs that may be requested, below are the terms of reference for consultants to assist on insolvency
related law reform and capacity development are outlined below in detail (building on prior terms of
reference for insolvency reform provided by ADB in the recent past).
The insolvency law reform work is directly related to this TA’s Output 1 work on improving legal,
regulatory, or policy frameworks to support the development of modern and appropriate insolvency law to
create a solid building block in commercial law for the private sector. Assistance will be considered if
requested also related to Output 3 and any capacity building on the new law for key public sector
agencies and government stakeholders and on Output 4 if requested for the preparation and dissemination
of reports and comparative studies in the area of insolvency law.
Subject to satisfactory performance and availability of funds, the consultant’s engagement may be
extended depending on the needs of the government of Armenia.
The National Legislative Drafting Expert will not be involved in Milestone 1. His deliverables with the
International Firm and National Team will be from Milestones 2-9.
Milestone 1 – Prepare and submit consultation points for the purposes of ongoing consultations
(completed by 30 June 2022)
1. Working from the ADB policy report delivered to the Ministry of Justice in 2020 (2020 Policy Report),
the Firm will prepare a list of specific consultation points to frame stakeholder consultations
(Consultation Points). These will be reviewed by the National Team Leader and the National Legal Expert
(who will also translate the Consultation Points into Armenian language) and submitted to the MoJ for
review and comment. It is anticipated that any discussions with the MoJ on the Consultation Points will
be in writing and discussed by remote conferencing.
2. Consideration of the Consultation Points will provide the MoJ with the opportunity to confirm “in
principle” decisions concerning the structural components to be included in the consultation process for
possible inclusion in the draft law and regulations.
Milestone 2 – Prepare (a) Consultation Paper around MoJ agreed (as part of Milestone 1) consultation
points and (b) Draft Structure of proposed new Bankruptcy Law for circulation to stakeholders in advance
of the proposed (ie Milestone 3) Stakeholder Consultations (completed by 30 June 2022)
3. This will largely involve a rewrite/conversion of the 2020 Policy Report to produce a consultation
paper (Consultation Paper) that covers both the conceptual recommendations in the 2020 Policy Report
(and supporting material around those recommendations) and the Consultation Points arising from the
recommendations on which stakeholder feedback is to be sought. In addition, the Consultation Paper will
include an outline of the proposed detailed structure of the new Bankruptcy Law (“Draft Structure”) that
will be deliverable under Milestone It will identify the contents and structure of the new Law by
chapter and sub-chapter outline, including a general description of the content of each sub-chapter. The
Firm will draft the Consultation Paper and Draft Structure. These will be reviewed by the National Team
Leader, the National Legal Expert and the National Legislative Drafting Expert (together the “National
Team”). The National Legislative Drafting Expert will translate the Consultation Paper and the Draft
Structure into Armenian language.
4. This document can be largely prepared during the course of Task 1, as most of its contents can be
anticipated, and in any event will largely be a review and update from the 2020 Policy Report, so will
not delay the first mission that is Milestone 3.
Milestone 3 – Stakeholder Consultation on Consultation Points and Draft Structure (completed by 31 July
2022)
5. Attend meetings with MoJ in Yerevan – first mission - to obtain feedback from stakeholders on the
Consultation Paper. This would include discussion with all relevant government and private sector
stakeholders and input from the European Bank for Reconstruction and Development. This will involve,
first, engaging in seminars and educational work to ensure that all stakeholders have a complete
understanding of the issues raised and considered by the 2020 Policy Report, that are included in the
Consultation Paper. It will also involve receiving feedback on the Consultation Points. This will
involve work in Armenia by the International Insolvency Experts, as well as the National Team. The
mission should conclude with an in-person meeting with the MoJ to discuss the stakeholder feedback
received.
Milestone 4 - Drafting Detailed Structure of proposed Bankruptcy Law and Regulations (completed by 14
August 2022)
6. This task is to finalise the document recording the proposed detailed structure of the new Bankruptcy
Law and Regulations, (Detailed Structure), based on the Draft Structure and the feedback received during
the first mission, which will serve as the template for the drafting of the new Law and Regulations. The
Detailed Structure will set out the proposed complete index of provisions and a description of what each
provision seeks to achieve. The Firm and the National Legislative Drafting Expert will draft the
Detailed Structure and it will be reviewed by the National Team. The National Legislative Drafting
Expert will translate the Detailed Structure into Armenian language.
7. It is important to do this before the precise drafting of the law and regulations is undertaken, to
obtain confirmation that the structure and (importantly) the proposed content is acceptable
Milestone 5 – Confirm Detailed Structure with MoJ (completed by [31 August] 2022)
8. The draft Detailed Structure will be submitted to the MoJ for its review and comment. It is
anticipated that these discussions with the MoJ on the Detailed Structure will be in writing and
discussed by remote conferencing. Any consequential amendments will be made so that the document is
ready to serve as the template for the formal drafting of the new Bankruptcy Law and Regulations.
Milestone 6 – Convert Detailed Structure into Draft Bankruptcy Law and Regulations (completed by 15
December 2022)
9. Responding to feedback on the Detailed Structure, the Firm and the National Legislative Drafting
Expert will, in consultation with the National Team Leader and the National Legal Expert prepare the
draft Bankruptcy Law and Regulations for review by MoJ and for wider distribution to stakeholders.
Principal responsibility for the formal drafting will lie with the National Legislative Drafting Expert.
The Firm will confirm consistency with the Detailed Structure, and provide feedback and guidance during
the drafting process. The National Legislative Drafting Expert will translate the Bankruptcy Law and
Regulations into Armenian language.
10. It is anticipated that any consultations with the MoJ will be in writing or by remote conferencing.
When the MoJ is satisfied with the draft Law and Regulations, it will circulate a copy of the draft to
all stakeholders.
Milestone 7 - Consultations on Draft Bankruptcy Law and Regulations (completed by 31 January 2023)
11. Attend meeting with MoJ in Yerevan – second mission - to obtain feedback from stakeholders in
Armenia, as well as engage in such further seminars and educational work as may be required to ensure
that all stakeholders have a complete understanding of the law and regulations and that we obtain a
comprehensive understanding of any matters which remain of concern to stakeholders in respect of the
draft law and regulations. This will involve work in Armenia by both the Firm and the National Team. The
mission should conclude with an in-person meeting with the MoJ to discuss the stakeholder feedback
received.
Milestone 8 - Delivery of Final Draft of the Bankruptcy Law and Regulations (completed by 31 May 2023)
12. The draft Bankruptcy Law and Regulations will be revised and finalised, based on the feedback from
stakeholders and the MoJ. The principal drafting responsibility will lie with the National Legislative
Drafting Expert. The Firm will confirm consistency with the Detailed Structure and will engage with the
National Team to provide feedback and guidance during this finalization process. The National
Legislative Drafting Expert will translate the Bankruptcy Law and Regulations into Armenian language.
The Final Draft of the Bankruptcy Law and Regulations will be submitted to the MoJ for presentation to
the Armenian Government without any mission to Yerevan.
Milestone 9 – Education and Capacity Development (completed by 1 December 2023)
13. Attend meeting with MoJ in Yerevan – third mission – to undertake capacity development initiatives.
14. The Firm and the National Team will develop a capacity building training agenda/program for relevant
government agencies on the draft Bankruptcy Law and Regulations (in form and substance satisfactory to
ADB). The agenda/program should include an implementation plan setting out detailed requirements,
dependencies, key timelines, and costing. Carry out the activities in the training program in Yerevan.
15. In addition to the delivery of the above Milestones, the National Insolvency Experts will be
required to:
II. Teamwork and Miscellaneous
(i) Work closely with the National Experts engaged under the TA and provide ADB with regular updates on
the project. The International Insolvency Experts shall work closely with the National Experts engaged
by ADB to translate the Bankruptcy Law and Regulations and all reports and other materials from English
into Armenian language.
(ii) Engage in ad hoc consultations, seminars, and workshops with relevant
government agencies and other stakeholders as and when requested including to share expertise on modern
and established global principles of insolvency and bankruptcy law and policy reform.
(iii) Undertake any other tasks requested by ADB.
16. The National legal consultants will report directly to the ADB task manager, International
Insolvency Experts, and the relevant government agency.
III. Procedure for Review and Acceptance of Milestones: Each of the Milestones will be reviewed by the
government and ADB. Draft and final reports, legislation, and other materials to be produced shall be
submitted to the government executing agency in both hard and soft copies and to ADB and development
partner/s in soft copy. Upon formal acceptance of the outputs by the government and ADB, the progress
payments will be made according to the payment schedule agreed and specified in the contract. Standard
software usable on Windows shall be used for preparing reports and legislation.
IV. Minimum Experience and Qualifications for the National Legal Consultants: (national, intermittent)
will be expected to act as National Team Leader and National Legal Consultant with insolvency law
expertise. He/She should meet the following minimum experience and qualifications:
(a) The National Legal Consultants must have a university level law degree (Bachelor level or above) and
at least 10 years of professional experience practicing insolvency law or acting as restructuring legal
advisor in a registered legal practice, in selected DMC(s).
(b) Ability to work with multiple stakeholders, including, government, private sector, and donor
agencies.
(c) The National Legal Consultants will help ensure the quality of the draft laws to be drafted by the
National Legislative Drafting Expert and the deliverables produced by the Firm on the project and will
ensure that all documentation prepared by it is prepared in accordance with ADB's standards and
procedures. This includes any reports, studies, and other relevant documents. S/He will ensure
adherence to applicable quality standards, collaborating with the various stakeholders to ensure a
high quality of deliverables.
(d) Fluent in selected DMC(s)’ language and English language skills, including ability to conduct oral
presentations and to produce written reports of high quality.
(e) The National Team Leader must also demonstrate ability to supervise and manage a team.
17. Translations. Where required, legal translations will be prepared (or procured by) the national
consultant, as appropriate.