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.