Senior Legal Counsel - Legal BD

Role Purpose

To provide dedicated legal support to Business Development teams on power and water projects, with a primary focus on Operations & Maintenance (O&M), PPP/PFI structures, and ACWA’s role as O&M provider on greenfield and brownfield projects across the Middle East, Europe, Africa, and Asia.

The role will support both third-party and ACWA-led bids, ensuring risk allocation is appropriately aligned across, OMA, PPA, EPC, LTSA, TSA and financing documents, and that deliverables are met within compressed bid timelines.

The position requires strong drafting and negotiation capability, sound commercial judgement, and the ability to operate independently on defined workstreams within complex project structures.

Key Responsibilities

• Bid & Transaction Support
• Lead and support negotiation of:
• Operation & Maintenance Agreements (OMAs), including Direct Agreements
• Long-Term Service Agreements (LTSAs)
• Technical Services Agreements
• Interface and back-to-back arrangements with EPC contractors
• Joint Development/Venture Agreements, SHA and SPA agreements relating to O&M companies
• Subcontract agreements for O&M scope (where required)
• Consortium and partnership documentation
• Support review of PPAs, IWPP/IWP structures and concession agreements from an O&M risk perspective
• Draft and negotiate NDAs, consortium agreements, MoUs and bid-stage documentation
• Support legal due diligence exercises for new jurisdictions with local advisers
• Risk Allocation & Back-to-Back Structuring
• Ensure appropriate alignment of operational risk between:
• OMA and PPA/concession terms
• OMA and EPC/LTSA performance regimes
• Liquidated damages and availability regimes
• Advise on liability caps, indemnity structures, fitness for purpose obligations and wilful misconduct carve-outs
• Identify risk gaps and escalate structural issues where required
• Lender & Project Finance Interface
• Support negotiations with lenders’ counsel on O&M-related matters
• Review direct agreements and step-in rights
• Assist in satisfying conditions precedent relating to O&M arrangements
• Maintain working knowledge of security structures typical in project-financed PPP/PFI transactions and their relevance to O&M arrangements
• Cross-Functional Coordination
• Work closely with:
• BD commercial teams
• Technical and Operations teams
• Corporate legal and Governance teams
• External counsel (where required)
• Operate effectively under high-pressure bid timelines
• Provide clear, practical and commercially balanced advice
• Support preparation of internal approval materials and risk summaries
• Multi-Jurisdictional Awareness
• Advise on regional considerations across:
• GCC (KSA, UAE, Oman)
• Europe (including Poland and other EU jurisdictions)
• Centra and South-East Asia
• Africa and emerging markets
• Coordinate with local counsel where necessary
• Support assessment of regulatory and concession considerations impacting O&M arrangements
• Corporate Structuring & Internal Legal Liaison
• Liaise closely with Corporate Legal and Compliance teams on:
• Incorporation of new SPVs and O&M vehicles
• JV entity structuring and shareholder arrangements
• Branch registrations and cross-border establishment matters
• Amendment of constitutional documents in line with transaction requirements
• Support legal aspects of:
• Corporate approvals and board resolutions
• Power of attorney and signatory frameworks
• Regulatory filings and licensing requirements
• Ensure alignment between transaction documentation and corporate structuring requirements across jurisdictions
• Coordinate internal approvals to ensure timely entity readiness under compressed bid timelines
  

• English law or New York law qualified preferred
• 5–8 years PQE (indicative)
• In-house or top-tier law firm experience in:
• Power and water sector
• PPP/PFI or project-financed infrastructure
• O&M contract negotiation
• Strong familiarity with OMAs, PPAs, EPC contracts and LTSAs
• Exposure to lender negotiations in project-financed transactions
• Demonstrated ability to structure back-to-back operational risk
  

• Commercially pragmatic
• Comfortable operating with limited supervision on defined workstreams
• Strong drafting and negotiation capability
• Able to manage multiple bids simultaneously
• Clear communicator under time pressure