Refining a Corporate Governance Model of Public-Private Partnerships For Egypt | ||
| مجلة الدراسات القانونية والاقتصادية | ||
| Article 1, Volume 11, Issue 2, June 2025, Pages 1-69 PDF (1.37 M) | ||
| Document Type: المقالة الأصلية | ||
| DOI: 10.21608/jdl.2025.385853.1522 | ||
| Author | ||
| رضوى ØµÙ„Ø§Ø Ø§Ù„Ø¯ÙŠÙ† Ù…Øمد السمان* | ||
| قسم القانون التجاري والبØري، كلية الØقوق، جامعة القاهرة | ||
| Abstract | ||
| The Egyptian PPPs legislation, like many other jurisdictions, requires the selected private partner to establish a Special Purpose Vehicle (SPV) that solely targets the execution of the project constituting the subject of the PPP. The investor becomes the main shareholder in the SPV and may not extend the activities of the company beyond the implementation of the project that constitutes the core of the PPP contract. The Egyptian PPPs law requires the SPV to take the form of a joint stock company, established according to the Egyptian corporates law (Corporate Law). Albeit the clear flexible rules that govern the establishment and the governance of the joint stock companies in the Egyptian companies law in general, the PPPs law provides for many exceptions and restrictions on the SPV, which, on one hand contradicts the general rules regulating companies in Egypt, and on the other hand could impede the efficiency of the operation and enforcement of the PPPs projects. These impediments could be summarized as follows i) the restrictions imposed on the negotiability and transferability of the shares of the SPV, ii) the restrictions imposed on the SPV rights arising from the contractual relationship with the government, iii) the sovereign interference of the government in the corporate governance of the SPV, iv) the legislative gaps in the regulation of the bankruptcy of the SPV, v) the legal restrictions arising in relation to settlement of disputes between the private partner and the government, and vi) The relationship between third parties and the government. | ||
| Keywords | ||
| Public-Private Partnerships; Corporate Governance; Special Purpose Vehicle; Project Finance; Infrastructure Projects | ||
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