We don’t just offer contractual and procedural recipes.
We have set ourselves the challenge of taking a step back from the practice of the profession to go beyond the law and serve the long-term survival of commercial relationships and speed up the resolution of disputes.
This is a kind of Art that goes beyond any technical skills.
What we observed
If law, compliance and business ethics were enough, there would be few or no conflicts.
However, the more stakeholders are involved in a project, the longer it takes to design and implement it, and the more at stake (economic, environmental, human) it is, especially in an international context, the more complex, uncertain, volatile and ambivalent it becomes (VUCA world).
Our conviction
Law is everywhere, but law is not everything. The rule of law is a weapon, but it is also a tool for social cohesion. That’s why the parties involved in a major project need a minimum shared cultural envelope.
What we offer
We help companies and their stakeholders to understand and master the impact of the cultural environment on the conclusion of contracts, the way they are executed and their effects in an environment that is by definition multicultural, as well as the misunderstandings and frustrations generated by underestimating this impact.
Our ambition is to create the conditions for a healthy, balanced and stable business environment, using the law as a tool for social cohesion to create a secure, bold and agile framework in which commercial relationships can flourish.
To serve this vision, our role is to help players understand how the practical implementation of the mechanisms and systems that make up major collaborative ventures can contribute to the success or failure of a project, and to the long-term survival of companies. It is on these companies that the prosperity and development of a country’s economic systems depend.
In this context, in-house lawyers, contract managers and attorneys play key roles in identifying and controlling risks, identifying and pursuing opportunities, preventing and settling disputes, preserving the operating margin of projects and, more generally, the strategy of companies implementing international projects.
None of this would be possible without support that is meaningful to all stakeholders.
Contracts et International Trade & Investments
In our globalised and digitalised economy, international trade has literally exploded.
The desire of many countries to develop trade and improve connectivity between their territory and the rest of the world has led to the development of cross-border infrastructures, as well as institutions, regulations and standards, and new cultural links that challenge the various parties involved in a project, who cannot claim to hold THE one and only truth.
These projects have considerable economic and political repercussions, in keeping with the stakes of peace between peoples and the economic warfare they can provoke: securing the supply of raw materials and energy, expanding commercial outlets, customs and tariff barriers, financial flows, extraterritoriality of laws, sovereignty issues, etc.
The specific nature of major projects, in France and abroad
Resources, stakes and duration are the three main characteristics of major projects, but they are not enough to define them and account for their specific nature.
The construction, energy, environment and manufacturing sectors (development of production tools or marketing of their products) are all concerned.
What are the specificities?
The first specificity is the scale, complexity and risks involved in these large-scale projects, sometimes with an international dimension. The unforeseen events that can punctuate and thwart the life of a project often lengthen the time required to complete it, and the budgets initially planned can be exceeded as a result of slippage in the timetable, which can lead to cost overruns.
Another characteristic is the complexity of these projects, due to the involvement of a large number of players, their multi-disciplinary nature and the innovative nature of the work or deliverable, which has not yet been the subject of a series.
There may be many different stakeholders: individuals, legal entities, under private or public law, which may have an impact on the life cycle of the project. The project owner and the companies involved will have to take them into account to ensure the best possible execution of the project.
Finally, the multi-disciplinary nature of the parties involved adds a further degree of complexity, since various trades and specialities will need to work together to help design and/or build the project, which will need to be coordinated in order to deliver a compliant project within budget and on time. These specificities give rise to major issues at several levels.
Legal issues
From a legal point of view, major projects encompass temporary groupings of companies, financing, international contracts, groups of contracts, conflict of laws, international arbitration, competition and economic sanctions.
Multi-trade issues
Major projects are those in which a public or private entity entrusts one or more companies, by means of one or more main contracts broken down into multiple sub-contracts, with the design and/or construction of a multi-trade project, i.e. one that combines a number of technical skills, in accordance with specifications that specify, in particular the need, the price and the timeframe, for the purposes of enhancing natural resources, developing infrastructures or deploying an industrial tool, which is characterised by its technical complexity, its prototyping dimension, the importance of its financial stakes and its duration (Guillaume FELD, Droit et pratique des grands projets à l’international).
Multi-disciplinary issues
International projects are also defined by their multi-disciplinary nature: their complexity requires the mobilisation of a wide range of complementary skills and the coordination of the work of the various parties involved. Whether it’s a transport system, a park-and-ride facility adjacent to a railway station, or the construction of a logistics platform, no single company can design and build such a project on its own.
Any private or public company that takes the initiative for such a project will have to work with co-contractors and use a large number of subcontractors in order to complete its own range of skills and be in a position to design and/or build the work in accordance with the specifications, within the budget and on time.
Strict regulatory issues
The purpose of a major project, whether it involves the enhancement of natural resources, the development of an infrastructure or the deployment of an industrial facility, will generate a significant economic, social and environmental impact, both through the effects of the construction and the commissioning of the work.
These effects can be ambivalent, and both the project owner and the companies awarded the contract will have to take them into account, assess them, reduce them and compensate for them by applying increasingly strict national and international standards.
Increased risks
All these elements of complexity and uncertainty increase the importance of induced risks, sources of litigation, which are certainly a regrettable but usual consequence, given all the unforeseen events and setbacks that can mark the life of a project.
Managing induced risks is therefore a strategic issue, and the ability of a company, or other stakeholders, to understand and manage them in the best possible way will determine the success or failure of the project, and hence of those involved.
The international dimension
Lastly, the international dimension adds a final degree of complexity, as the cultural, spatio-temporal, contractual and normative frameworks are potentially turned upside down.
Multicultural dimension
Although technology facilitates communication, it does not yet have a real positive impact on relationships. Ignorance and/or underestimation of the sometimes considerable differences between one human group and another are sources of difficulty, conflict and failure (Erin Meyer the cultural map).
Taken into account and integrated into the design and execution of a project, these dimensions can be the difference that makes all the difference.
Applicable law to major international projects
International investment projects, and the contracts and disputes arising from them, are governed by a wide range of laws, reflecting the multiplicity of players, subjects and legal systems involved.
National law
In principle, all international contracts relating to a transaction are subject to the law of a particular State. The parties are free to choose the applicable national law, regardless of their nationality, place of business or place of performance of the contract.
The Hague Convention of 30 June 2005 on Choice of Court Agreements aims to ensure the effectiveness of choice of court agreements, also known as “jurisdiction clauses” between parties to international commercial transactions.
This principle of freedom of the parties is, however, subject to a number of exceptions, notably because of the mandatory rules of the country of performance, the contract, international conventions and extraterritoriality, the connection between which and non-nationals is sometimes debatable.
Standards and decisions
Major international projects are also governed or affected by standards or decisions taken by groups of states, such as ASEAN, OHADA, MERCOSUR, the EU or international organisations such as the OECD, the WTO or the UN, particularly in the areas of competition, intellectual property, anti-corruption, defence, human rights, economic sanctions or dispute settlement.
International Private Law
Although trans-European commercial transactions are not governed by harmonised substantive law, private international law has undergone far-reaching unification, for example with the Regulation of 19 June 1980 on the law applicable to contractual obligations and the Rome II Regulation of 11 July 2007 on the law applicable to non-contractual obligations, or the Brussels I Regulation of 22 December 2000 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters.
Usage and customary law
Finally, major international projects may be governed by customs, techniques and tools and practice within certain professional communities, such as the couture rules, light of the Lex Mercatoria, INCOTERMS and Arbitration.
Standard contracts
Practical experience has also given rise to a number of types of contract that constitute the reference contractual framework in this area. In France, the cahier des clauses administratives générales and the cahier des clauses administratives, supplemented by the cahier des clauses techniques générales and the cahier des clauses techniques, issued by public contracting authorities, have normative value. Other practices are proposed by non-governmental organisations, whose role is to govern the relationship between the parties only if they choose to do so. There is also a codification of good practice relating to certain types of activity or project, aimed at defining minimum standards designed to guarantee the quality, safety and durability of a structure, such as Eurocom, the buildings and construction standards (BSI) and the bridge contraction specification of the Association of State Highway and Transportation Officials (ASHTTO).
Investing in the human and collective dimension in the service of a legal culture
Strategic support and solutions in legal and economic intelligence and more
At LawEdge, we understand the unique challenges faced by those involved in major projects. Whether you are a contracting authority, a public purchaser, a project management unit or a consortium of companies carrying out an industrial or infrastructure project, our team combines legal expertise with operational performance support to offer tailor-made solutions to the many economic, geopolitical and cultural issues associated with international contracts and major projects.
What needs do we meet?
The need for infrastructure, the routing of resources and multi-functional cooperation responds in particular to the need to connect territories, to secure a supply of unevenly distributed resources to ensure their transformation and distribution, and to facilitate the movement of goods and services. These projects are powerful vectors for encounters and sharing that transcend the crises experienced by human groups, such as wars, epidemics and border closures.
Anticipating and managing risks
For companies and groups that contract and have to work with collective intelligence, their projects are a showcase for their know-how, a driving force for growth and a condition for survival insofar as underestimating and/or mismanaging the risks involved in a large-scale project can lead to bankruptcy.
Why use a lawfirm specialising in international contracts and project management performance?
Focusing on the technical and legal aspects alone can be costly. Exceeding deadlines and budgets, lack of coordination and poor management. These are just some of the circumstances in which operational, relational and legal problems can arise.
Calling on the services of a firm that is familiar with the issues and workings of complex project management, both in France and internationally, that can provide you with security in the design of a project, safeguard your responsibilities and be a source of proposals for the successful completion of your operations, is the surest way to maximise the value of your investments and exploit all the opportunities for developing a sustainable and profitable project.
Ensuring the security of stakeholders and the smooth running of the project
There is a whole range of services and players involved in the engineering of major projects: clients, architects, builders, management controllers, structural works, fire safety, external works, signage, project management, etc. All the parties involved need to be reassured that the project is running smoothly.
All the parties involved need to be supported during the design and/or construction of the works, and need to be coordinated to ensure the delivery of compliant projects, within budget and on time.
Some will want to ensure that they are able to gain leeway with powerful principals. Others will want to check the cost or robustness of their project, or verify a specific legal issue concerning, for example, participation in the steering committee, the acceptance procedure or the extent of guarantees.
This is where the support of a lawfirm with specific knowledge of contracts management for large projects, the codes and practices, proves useful and valuable in guaranteeing advantageous negotiation and smoother project progress. Because the weight of the co-contractors is not the same and can be felt in the conduct of negotiations. So it’s vital to be familiar with the turf, the players and the practices involved, so as to anticipate the pitfalls and identify the advantages if you are to move forward under the best possible conditions.
Ecosystem
The major projects market is made up of a large number of players, and has become more streamlined over time, with the law playing an important role. Stakeholders benefit from a particular mastery of the subject and a good knowledge of the players involved.
LawEdge has taken this into account by working with technical experts and specialists in complementary disciplines. Our mission is to meet the needs of our national and international clients with independence, confidentiality and discretion.
Areas of expertise
- Advising and supporting clients on the legal and cultural aspects of major projects and international transactions
- Negotiating contractual clauses
- Dealing with non-performance, delays and penalties
- Avoiding, managing and securing breaches and cancellations of contracts
- Assisting with contractual and tort liability claims
- Advising on insurance, guarantees and transport issues.