Professional legal support at every stage of the project.
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Development is the foundation of every investment in RES and Data Center.
At this stage, decisions are made that determine the future of the project for decades to come.
Poorly secured land rights, improper location selection, or omission of environmental risk analysis can render even the most promising project unfeasible.
For years, we have been guiding investors through the development process.
We analyze projects (due diligence) – to ensure that the investment is being made in the right location.
We secure land rights – so that agreements are favorable and accepted by banks.
We represent Clients in administrative procedures – ensuring efficient handling of formalities.
We negotiate with network operators – to ensure connection under optimal conditions.
detailed analysis of the legal status of the property,
verification of local zoning plans and location decisions,
assessment of grid connection possibilities,
identification of environmental and formal risks.
preparation of lease, sale, usufruct, and transmission easement agreements,
creation of “bankable” agreements, accepted by investors and banks,
support in negotiations with landowners,
representation in court and administrative proceedings when it is necessary to enforce the establishment of rights.
obtaining environmental decisions and water permits,
representation in the process of obtaining building permits and other administrative decisions,
changes to zoning plans and planning decisions,
monitoring of the entire formal process.
representation in contacts with DSO and TSO operators,
negotiation of connection agreement terms,
minimizing risks associated with limited availability of connection capacity.
support with Financial Close, Securities, and fulfillment of CPs
preparation for auction participation,
support in obtaining admission certificates and submitting security,
advice on preparing offers that increase chances of winning,
full formal support for the auction process.
Contact us to discuss the specifics of your RES project and optimally prepare it for the Project Finance process.
It is now that:
land lease and sale agreements are signed,
administrative and environmental procedures begin,
negotiations with network operators commence.
This is the moment when most legal risks arise.
That’s why appropriate advice from the start protects the investment from costly mistakes.
Cooperation with us means that:
the project is based on secure legal foundations,
all formalities are conducted timely and safely,
the investor can fully focus on project development strategy.
Development with our law firm is an investment in peace of mind and predictability – from the first analysis to obtaining permits.
RES project financing is a very broad concept that can relate to different stages of a project’s life and various sources of capital (ranging from equity and shareholder loans for project purchase or development, through bank financing, to various types of grants).
However, the largest funds are of course needed during the construction period and when ordering future installation equipment (wind turbines, panels, inverters, transformers, etc.).
Unlike traditional corporate financing, Project Finance is based on future, predictable cash flows generated from the sale of energy produced by the project itself. This allows limiting the responsibility of investors (so-called non-recourse or limited-recourse financing) and also to implement RES projects within special purpose vehicles that do not have a business history and cannot demonstrate revenues obtained so far. As an experienced law firm in the RES sector, we support our Clients in navigating through this complex process at every stage of the project.
In Project Finance, every risk must be identified, allocated, and minimized (so-called risk allocation).
Takes place at the stage of development or project purchase from a third party.
Banks engage advisors – including legal, technical, environmental, financial, and insurance – to assess the so-called project bankability in due diligence processes.
In particular, the following are verified:
Legal titles to real estate;
Administrative acts and decisions, including: environmental decisions, building permits, compliance of the investment with the local zoning plan;
Grid connection conditions and concluded connection agreements;
Mechanisms ensuring installation revenues at least for the period of debt repayment (e.g., won RES auctions, PPA/cPPA agreements).
The aim of this stage is to ensure proper project implementation and secure future financial flows.
In particular, the following are analyzed and negotiated:
Project agreements concerning:
• execution of construction works,
• equipment delivery,
• maintenance and operation of the installation,
taking into account guarantees, contractor responsibilities, and ensuring proper future operation.
Appointment of a contract engineer, i.e., a specialized entity responsible for supervising:
• the construction process,
• equipment delivery and installation,
• grid connection,
• commissioning of the installation.
At this stage, the project financing is finalized and its actual implementation begins.
It includes:
Conclusion of the credit agreement (facility agreement);
Preparation of security documents and establishment of securities;
Fulfillment of conditions precedent (conditions precedent), which enable the disbursement of funds for construction financing;
Coordination of cooperation between the bank, investor, and advisors to achieve the so-called financial close – the formal moment of credit activation.
This is one of the key questions. Project agreements are usually concluded for 30 years. It’s a generational, fundamental, life-changing agreement that absolutely must be checked and thought through.
Before you sign an agreement that may prevent reasonable and proper use of the plot for the next 30 years, let us help you and check it.
Despite the misconception in the market, concluding a 30-year lease agreement does not pose a threat to the owner and does not provide grounds for adverse possession of the property by the investor. The very fact of concluding the agreement precludes this. At the same time, such a lease period allows for full utilization of the statutory advantages of a fixed-term agreement and the full life cycle of the investment.
Due to such a long period of the agreement’s validity, we strongly recommend its legal analysis and negotiation before signing. We secure the interests of both investors and lessors.
The essence of fixed-term agreements is, among other things, their durability during the period of validity. The agreement can only be terminated for important reasons provided for by the parties.
Since an agreement for several decades is often a life-changing decision, the content of the agreement should be carefully consulted with an experienced lawyer before signing. We have analyzed thousands of agreements and are happy to help.
Project development requires a series of steps in various areas of law – from legal titles to real estate, zoning plan / location decisions, through environmental decision and other administrative decisions, to the building permit.
We guide the client through the entire process, ensuring proper and timely submission of documents and representing them before administrative bodies.
Yes, there are independent civil and administrative legal grounds for enforcing transmission easement. However, each has its own requirements and specifics of procedure.
It depends on the investment. For example, to obtain a building permit for wind turbines, a zoning plan allowing this type of energy generation is necessary, as well as parameters (e.g., height or turbine power) consistent with those indicated in the application for a building permit.
An environmental decision is required for RES projects that may always or potentially significantly affect the environment.
Although it is ecological energy, the construction and operation process carries some environmental impact. Similarly, like a road, a dam on a river, or any other structure. Civilization is associated with environmental intervention.
In the case of RES, it is certainly incomparably smaller than conventional power plants. Generally, wind farms or large PV farms require an environmental decision. “The devil is in the details” – in this case, in the scope of environmental monitoring and investment restrictions.
Currently, the procedure takes about half a year from the day of submitting a correct application. However, the fundamental importance is not when but whether connection capacity will be available in a given area at all. The Polish power system suffers from a chronic lack of available connection capacities.
That’s why it’s so important to choose professional legal advisors who will minimize the risk of developing a project in a place where an RES project cannot practically obtain grid connection conditions. We provide support throughout the entire process, from submitting the application to negotiating the terms of the connection agreement, which allows shortening and streamlining this stage.
The main risks are defective preparation of legal titles to land, non-compliance of the planned investment with local zoning regulations, inability to obtain an environmental decision or grid connection conditions.
Our role is to identify these risks and minimize them.
Due diligence is a detailed analysis of the project (e.g., acquired from another investor). Its purpose is to detect risks, assess them, and propose potential solutions. It is a key element of transaction security that allows avoiding costly mistakes in the future.
Of course. We have negotiated or adapted thousands of agreements to the correct state. We understand the expectations of investors, banks financing projects, as well as the landowners themselves.
Our services also include support in negotiations with landowners. We prepare and review draft contracts, striving to develop terms that are favorable and secure for our client while remaining acceptable to the other party.
There are many advantages – primarily ensuring a minimum price per 1 MWh for a period of up to 15 years and the possibility of extending the deadline for connecting the installation to the grid.
Construction of a renewable energy project under the Project Finance formula is carried out through a so-called Special Purpose Vehicle (SPV) or Special Purpose Company (SPC).
This is a special purpose company established exclusively for the implementation and operation of a specific renewable energy project.
The SPV acts as the borrower, and its assets – such as:
the renewable energy project,
executed contracts,
obtained permits and decisions –
serve as the main security for banks.
This allows the investor (project sponsor) to:
limit their liability for investment success and debt repayment,
protect the remaining assets of the main business (ring-fencing).
This is one of the major advantages of Project Finance funding.
Although the terms Ready-to-Build (RTB) and project bankability often appear together, they describe different stages of investment maturity of a renewable energy project.
Ready-to-Build (RTB)
is the stage at which a project is ready to commence physical construction work.
In practice, however, this term is often misused – many developers consider a project RTB after obtaining a building permit, overlooking other essential documents required during the actual implementation of the investment.
The JESMAN team knows this process thoroughly and supports clients in avoiding mistakes at this stage.
Project Bankability
means that a project is ready to obtain bank financing.
RTB is a necessary but insufficient condition for a project to be considered bankable.
In practice, we encounter many projects with valid building permits that are technically or legally unfeasible, and therefore do not meet Project Finance criteria.
In the Project Finance model, security arrangements form the foundation of the transaction.
Since banks provide financing on the basis of limited or no recourse to the investor’s assets, project assets and cash flows are of key importance.
The most common Lender Security Package includes:
pledges on shares in the SPC/SPV,
pledges on project assets,
security assignments of key agreements,
Direct Agreements with project counterparties,
submission to enforcement declarations,
bank guarantees and other financial instruments.
An important element is also securing project revenues – e.g., through long-term PPA agreements or renewable energy auctions.
A Direct Agreement is a key security instrument in the Project Finance model.
It is a tripartite (or multipartite) agreement entered into between:
Lending Banks (Lenders),
Special Purpose Company (SPC/SPV),
and one of the key Project Contract Parties (e.g., EPC/BoP contractor, turbine supplier, O&M operator, PPA energy off-taker).
Its main purpose is to enable banks to take over the rights and obligations of the SPC/SPV towards a given counterparty in case of:
declaration of insolvency of the special purpose company,
or breach of the loan agreement (default).
This allows banks to maintain project continuity and the ability to protect the security value.
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