International Project Finance: Law and Practice is an excellent contribution to the growing body of literature on the topic of project finance. The book is an assembly of chapters from John Dewar and his colleagues at the international law firm Milbank, Tweed, Hadley, and McCloy LLP (Milbank), with additional contributions from experts outside Milbank on particular subjects. The various chapters have been masterfully brought together by Dewar as senior editor.

The excellence of International Project Finance lies chiefly in the book's sophisticated coverage of all aspects of international project finance; a field enormously large in scope. From the inception of a project to its completion, it will likely touch on the areas of corporate, finance, banking, environmental, property, health and safety, employment, insurance, investment, money-laundering, customs, tax, and possibly dispute resolution and conflicts law in its host jurisdiction; and may also encounter restrictions on foreign investment from other nations, as well as both hard and soft international law. Further, whilst financing documentation is typically governed by US or UK law, the uniqueness of individual projects demands bespoke drafting, with the result that project finance largely escapes the application of any form of “standard” documentation. Different lenders require different security and, in the case of development-focused lenders, may have different goals in mind. Dewar's incorporation, therefore, of all these aspects in this one book, across multiple jurisdictions, is a significant achievement. As Dewar himself notes in the Preface, he approached the task with “a little trepidation”.

The structure of the book roughly follows the life-cycle of a project, with chapters on topics outside the project life-cycle included along the way. Chapters 1 and 2 are introductory, outlining an approach to legal issues in a project finance transaction and project participants and structures. Chapter 3 identifies the principal sources of funding in project finance, with particular sources expounded upon in later chapters (Chapter 8: Development-focused lending sources; Chapter 9: Project bonds; Chapter 10: Islamic finance). Chapters 4, 5, and 6 deal with project risks: what they are, how they are allocated, and the insurances available to protect against them. Chapters 7 and 11 outline the principal and ancillary loan documentation in project financing, noting the absence of standard documentation and outlining a range of commonly used drafting options. Chapter 12 provides an introduction to project finance in civil law jurisdictions; a topic of increasing relevance to practitioners with common-law backgrounds as the number of infrastructure projects in Latin America, Africa, and Asia increase.Footnote ³ Commonly, projects in developing jurisdictions are financed, at least in part, with funds from investors from the US and the UK, with lawyers in those jurisdictions required to liaise with lawyers in the host country during both the due diligence and drafting phases of a project. An understanding of civil law as it applies to project finance is therefore valuable. Chapter 13 identifies the options for the financial restructuring of project financing, to either grant some latitude to the project's debt repayments where the project runs into financial trouble, or modify the financial package to render the project more profitable. Chapter 14 deals with dispute resolution in project financing, focusing principally on the forum of international investment arbitration.

Necessarily, given the breadth of its subject matter, the book does not delve too deeply into the particularities of any one jurisdiction, but nor is it designed to. The book, instead, outlines the major questions for consideration by the practitioner on each aspect of the project life-cycle, whatever the jurisdiction. Key risks are identified, and strategies for their mitigation considered, with valuable checklists of key risks provided as appendices. The authors evince a sophisticated and comprehensive knowledge of strategies employed in previous transactions, with different options outlined for every aspect of project drafting. Frequently, these options will be determined at the commercial level by project stakeholders, but it is essential for lawyers to have an understanding of and an open-mind to the various options available in order to help the stakeholders achieve a commercially viable structure. In this respect, the options presented by the authors will prove invaluable, as they serve to trigger one's consideration of possible alternatives.

The authors’ grasp of contemporary developments in the world of finance is also impressive, with much movement in the structuring of finance packages having taken place in the wake of the global financial crisis. In the field of project finance, project sponsors (equity participants) have been forced to look for alternative sources of finance as commercial credit markets have tightened, leading to a rise in mezzanine lending and financial structures that support such lending, and an increasing role for development-focused lenders in both the delivery of debt and the provision of ancillary products, such as insurance against political risk, to encourage commercial lending. In many jurisdictions, there has been a parallel rise in the use of Islamic finance. The authors are sensitive to these developments and devote considerable attention to the most important trends. Chapter 8 addresses the increasing prominence of credit agencies and development banks in project lending, and Chapter 10 identifies the use and structural features of Islamic finance. In addition to the breadth of topics covered, the coverage of recent and emerging trends in project finance serves as a mark of the authors’ expertise.

The practitioner-focused tenor of the book results, at times, in a slightly superficial treatment of the law. When discussing material adverse change clauses, for instance, the authors state that “litigation in the US has provided lenders and underwriters with indications of the potential treatment by courts of MAC clauses”, whilst “there is limited judicial authority in the English courts” (p. 76). The reader is not, however, informed of the judicial authority referred to, either in the US or the UK, which necessitates further research to identify the relevant cases. For the practitioner, this is not a significant detriment, as the authors clearly elucidate the key points for consideration in drafting, but the inclusion of citations for statements such as this is nonetheless an area where the book could be strengthened. To be sure, some chapters are better than others in this regard, a predictable symptom of a collaborative work.

Overall, International Project Finance is an excellent resource for practitioners in the field of project finance, both old and new. The book provides a comprehensive overview of all aspects of the project life-cycle but, given its breadth, may not be sufficiently detailed to serve as a final authority on any discrete subject area.