概要

State involvement in commercial transactions continues to increase. For sovereigns and sub-sovereigns, there are enormous economic and financial opportunities in the global markets. We offer a comprehensive sovereign advisory practice encompassing a full range of services on dealings involving sovereigns (both for sovereigns and opposite them), including finance, capital markets, debt restructurings, public international law, sanctions and regulatory compliance, trade and public policy, investigations, and dispute resolution.

Our cross-border teams have in-depth experience structuring financial instruments for sovereigns and their commercial counterparts, while addressing applicable legal and regulatory constraints. We guide sovereigns, sub-sovereigns, and sovereign funds, as well as multilateral development banks, financial institutions, and investors through the sovereign debt cycle, from bond issuances to refinancings, restructurings, negotiations, and enforcement.

Our experience acting for and against states gives us a clear understanding of the legal, commercial, and political dynamics that can be involved in sovereign transactions and disputes. At moments of financial distress, we can help states and financial institutions develop restructuring strategies, coordinate with creditors, and implement liability management to restore market access and investor confidence.

We act for and against sovereigns in disputes before national courts, arbitral tribunals and regulatory bodies, offering integrated legal, financial, trade, and compliance advice. We have extensive experience with related sovereign issues such as sovereign immunity, treaty interpretation, sanctions, public policy, sensitive investigations, and trade issues, including before the WTO.

Our Sovereign Advisory proposition includes:

Sovereign finance transactions, including extensive capital market and loan market experience;
Sovereign debt restructuring expertise and liability management;
Market-leading sanctions lawyers in the UK, EU, Asia and the Americas;
A cross-border financial regulatory team with capital and exchange controls experience;
Investigations experience in some of the most sensitive matters; and
Experienced and highly regarded disputes lawyers acting for and against sovereign entities before national courts and arbitral tribunals.

On financial transactions, we regularly advise sovereigns, multilateral organizations, and financial institutions on sovereign waiver provisions and related dispute resolution clauses. Whether advancing a sovereign’s reform agenda, structuring investment products, or protecting creditor rights in disputes, we deliver the full spectrum of sovereign advisory services.

Experience

Loan Financings and Capital Markets

Mayer Brown’s Sovereign Advisory group is a recognized leader in sovereign, sub-sovereign, and quasi-sovereign capital markets work. We guide clients through every stage of complex financings, from sovereign bond issuances and loan transactions to privatizations and cutting-edge sustainable finance instruments, drawing on deep cross-border experience and a keen understanding of the commercial and political considerations unique to sovereign finance. Our team’s experience in structuring, executing, and managing these transactions means we are regularly called upon to advise sovereigns and related entities on the unique legal, regulatory, and market challenges inherent in capital markets activity.

Energy, Projects, & Infrastructure

We support governments, state entities, multilateral development banks and private sponsors on the legal, technical, and financial structuring of large-scale energy, infrastructure, and natural resources projects across Africa, Asia, Latin America, and beyond. Our experience spans traditional and renewable energy, transport, mining, and PPPs, often in emerging or challenging markets, with a strong emphasis on innovative, sustainable development. Our sovereign advisory capabilities are central to our work in this sector, as we regularly assist public sector clients in designing, negotiating, and implementing complex project structures that align with national priorities and international best practices.

Development Banks and International Development Finance Organizations

The firm regularly acts for ECAs, IFIs, DFIs and MDBs, as well as sponsors, borrowers, and commercial banks, on the full range of development finance products, from buyer-credit and asset financings to complex, multi-sourced project financings. Our familiarity with these institutions’ policy requirements, documentation standards, and evolving market trends enables us to deliver commercially sound, bankable solutions. We are particularly adept at providing sovereign advisory services to governments and public sector borrowers, ensuring that their financings are structured to meet both institutional requirements and broader policy objectives.

Legislative and Regulatory Advice

We provide comprehensive legislative and regulatory support to governments, ministries, and state agencies, and we assist in drafting and implementing sector-specific laws, regulatory frameworks, and policy strategies in areas such as natural resources, energy, mining, infrastructure and PPPs. Working closely with technical consultants, financial advisers, and multilateral institutions, we craft robust, internationally competitive legal frameworks aligned with national economic and social goals. Our sovereign advisory practice is integral to this work, as we help public sector clients develop and implement legal and regulatory solutions that are tailored to their unique policy, economic, and social objectives.

Judicial Protection Disputes – Arbitration and Litigation Proceedings

Our multi-jurisdictional disputes team represents states in domestic courts, commercial arbitration, and enforcement proceedings, adeptly navigating service, immunity, and wider public international law issues. We also act for both investors and states in investor-state arbitrations worldwide, delivering strategic, effective advocacy in high-stakes sovereign disputes. Our sovereign advisory experience ensures that we are well-positioned to advise on the complex legal and procedural issues that arise in disputes involving states, including questions of immunity, enforcement, and public international law.

Climate and ESG Issues

At the forefront of sovereign ESG advisory, we guide governments, multilateral lenders, financial institutions, and investors on sustainability, climate change policy, human rights, and responsible investment. From structuring green and social financings to crafting ESG frameworks and managing ESG-related disputes, we ensure clients meet evolving regulatory demands while advancing ambitious environmental and societal objectives. Our sovereign advisory practice is central to helping public sector clients develop and implement ESG strategies that are both legally robust and aligned with international standards, supporting their efforts to achieve sustainable development goals.