Interview with Filipa Serra: Spotlight on A&O's Lusophone Desk opportunities and potential in Africa

Allen & Overy is sending a strong team of lawyers and business professionals to the latest Africa Energy Forum (AEF). Can you tell us about the team and why this AEF is so important?

The AEF is probably the most important forum in the African energy market and is now in its 25th year. Over the last 30 years A&O has consistently been present in the African market and has been an active player in the development of the energy sector in the continent.

The fact that this year’s AEF conference is being held in Nairobi is highly significant. It reflects the fact that Africa is at a pivotal moment both in the economic development of the continent and in terms of energy transition.

It really is a crucial time for investment in the region, and although there are significant challenges to overcome, we believe that we are very well placed, given our experience, technical expertise and full-service capabilities, to unleash massive opportunities to our clients and to make real progress in key jurisdictions to create growth, extend access to energy and tackle climate change.

We’re bringing a great team to the AEF, led by Tim Scales, head of our Africa Group and co-chair of A&O's Projects, Energy, Natural Resources and Infrastructure (PENRI) practice.

We also have two partners, Alessandra Pardini and Alexandra Clüver, and a counsel, Alexandra Felekis, from our Johannesburg office who have huge experience in the energy project space not only in South Africa but across sub-Saharan Africa, and Antoine Haddad, a partner from our Casablanca office, working on energy transition projects across the continent.

We’ll be joined by Urvi Gudka, a senior associate based in London who is active across sub-Saharan Africa, with a special focus on East Africa and lots of experience in key sectors, notably renewable energy. I head up our Lusophone desk working across Africa’s Portuguese-speaking countries.

Sophia Loizia, business development manager for Projects, Energy and Infrastructure in Africa, will also be with us. Our team really showcases our multilingual offering, which includes Anglophone, Francophone and Arabophone capabilities as well. It’s a full-service team, reflecting our optimism about the opportunities lying ahead in Africa.

You’re highlighting the work of the Lusophone desk at the conference for the first time. When did A&O set up the desk and why?

It was set up seven years ago in response to some significant opportunities in Lusophone Africa. We’ve worked in Portugal and other Portuguese-speaking jurisdictions for many years, of course. We wanted, however, to offer clients a coordinated and comprehensive approach to investments in the Lusophone world with a particular focus on Mozambique, Angola, Cape Verde, Guinea Bissau and São Tomé and Príncipe in Africa, as well as, of course, Brazil and East Timor in Asia.

The opportunity to institutionalise the Lusophone desk – a dedicated team with Portuguese-speaking lawyers - arose organically as we were mandated to act as lead adviser to export credit agencies and lenders on the Coral South Floating Liquified Natural Gas (FLNG) facility, a mega project that began shipping late last year – this was also the first-ever FLNG facility deployed on the African continent. The discovery and development of Mozambique’s reserves of natural gas are the third-largest proven reserves in Africa after Nigeria and Algeria.

All the Lusophone countries are distinct in terms of economic development, geography and tradition, but they share a common language and cultural ties and from a legal perspective they all have local legal systems that are rooted in the Portuguese civil law system.

Although these local systems have evolved over time – for instance Mozambique has borrowed from the Brazilian legal system in some instances – they remain similar. In addition, in emerging markets, doctrines and case law to support legal thinking are still in their developmental stages and so cited points often refer to Portuguese law.

The desk has three main functions. Sometimes we take the lead and are part of the core team on big projects that originate in Lusophone jurisdictions, as was the case with Coral South FLNG and the associated Rovuma LNG project.

In other instances, we support different A&O offices in transactions that involve a Lusophone element, adding value and insight to the deal teams, as is the case with the investment or financing in water, hydropower or solar projects in Angola. We also support Lusophone companies investing in non-Lusophone jurisdictions, as we did when we helped a Portuguese construction company invest in non-Lusophone jurisdictions in Africa, Kenya being one of the examples.

This is all done of course by working closely with selected local relationship law firms, coordinating and critically reviewing documentation to help clients navigate the singularity of the Lusophone jurisdictions and the inevitable complexity you see in big project finance deals where multiple legal systems might be used. We do this by offering cultivated and creative solutions.

How does the desk bring together expertise from across A&O’s global network?

In those seven years the desk has grown significantly, bringing together Portuguese-speaking colleagues, experts in Portuguese law and partners from across A&O’s global network who are working in Lusophone jurisdictions or in sectors that are important within them.

Partners from our London, Dubai, Madrid, Johannesburg, Casablanca, Washington D.C., New York, São Paulo and Tokyo offices are all part of the group. For example, Ian Ingram-Johnson, a partner in Dubai, and Scott Neilson, a partner in Tokyo, lead our work on the Coral South and Rovuma projects. Our offices in Johannesburg and Casablanca are undeniably critical in providing unprecedented on-the-ground coverage across Africa.

There is also a growing group of Portuguese-speaking associates across different practice groups based in the UK, the U.S., Brazil, Luxembourg and South Africa who support the desk. Not all will be involved in the projects group, however. They may be working in securitisation, capital markets, M&A and corporate or trade financing.

More recently, we have also created a Lusophone Africa Group to sharpen our specific focus on Africa.

Aren’t most major project financing deals conducted in English or maybe U.S. law?

In Africa, big finance deals will predominantly be conducted in English law. I don’t see U.S. or New York law used that often, apart from when a specific investor requires it.

Wherever governments in these jurisdictions are involved, some of the documentation – project documentation, concession agreements and power purchase agreements, for instance, will be governed by, say, Mozambican or Angolan law, and written in Portuguese, including also parts of the security documentation.

That’s where the Lusophone desk plays a significant role in acting as a bridge between common and civil law regimes where different principles apply. Civil law jurisdictions contain a number of features that from a creditor’s perspective can be seen as drawbacks when compared to common law jurisdictions which tend to be more creditor friendly. For instance, you don’t have the recognition of trusts for security purposes in Lusophone jurisdictions, nor can you take security over future assets, so you have to structure deals differently.

Our role is to translate these differences for clients to make the deals more investor friendly and to allow them to see how they relate to English law with which they are probably more familiar. We’ve been operating in these markets for a long time and have often been involved in closing market-first transactions, so we are in a very strong position to explain the system and how we structure agreements to clients.

Can you tell us the path you took to heading up A&O’s Lusophone desk?

Well, I’m Portuguese. I trained and qualified at one of Portugal’s leading law firms, and joined their projects team as an associate. After a couple of years, I was posted to Timor-Leste (East Timor) to set up and manage the new firm’s office there just as the Public Private Partnerships market was taking off.

From there, I was recruited by A&O and worked in the Dubai office as we were successfully pitching for the Coral South project. After 18 months, I moved to Johannesburg to close that deal and also reinforce our presence in the African market.

In 2018, I was seconded to the Japan Bank for International Cooperation (JBIC) for a year, where I had the opportunity to work on several deals in Africa, and remained in Tokyo until 2020, before relocating back to Europe in 2021, where I am not only close to Portugal, Portuguese clients and the market, but within easy reach of Africa and with excellent connectivity to both Latin America and Asia.

This recent involvement allows me to leverage my diverse international experience across sectors and product lines as well as my ability to adjust to different cultures and legal systems, all the while building relationships with colleagues and clients across the globe.

I’ve been attentive to the various local and commercial jurisdictional subtleties of our clients. Their challenges are our challenges, and we face them together as partners.

You described this as a pivotal moment for Africa. When you look at jurisdictions like Mozambique and Angola, how optimistic do you feel about the continent’s economic development and energy transition?

I think these countries have so much to do in terms of developing their energy infrastructure, connecting people to power, answering the global challenges by investing in renewable technologies as well as developing natural resources like LNG and, in some cases, creating a green hydrogen industry.

When you look at the progress Mozambique has made in establishing itself as a leading player in the global LNG market, I think you see real and quite rapid progress.

Some of the big investments we’ve seen have had a psychological effect on the market, in terms of really helping to give investors greater confidence, and we are seeing that not just in these bigger markets but in some of the smaller countries too.

That gives us good reason to feel optimistic about what the future holds.