Publication date: 09.06.2025
Forbes-recognized counsel and architect of the COMPASS framework, a strategic breakthrough for navigating international investments and business expansion, with over 5 years of experience in corporate law, including investment management, VC/PE, and cross-border transactions, contributing $15B+ in transactions across diverse sectors.v
Protection of a Foreign Investor’s Interests During $1.2 Billion Energy Contract Restructuring: Strategic Legal Case
Restructuring agreements in the energy sector is always a multilayered process where a single mistake can cost billions. Especially when key contracts are being transferred into a new regulatory framework amid deep sector reforms. Lawyer Miraziz Khidoyatov provided strategic legal support during the complex transfer of power purchase agreements worth over $1.2 billion in invested capital — from a state monopoly to a newly created national procurement agency. The outcome was the preservation of contract structure, strengthened payment guarantees, and protected access to international arbitration.
Case Background
Miraziz was approached by an international energy investor holding existing PPA contracts (Power Purchase Agreements) with a state monopoly losing authority under the reform process. The main concerns included potential loss of revenue, arbitration protection, and economic guarantees during the transfer of agreements to a new agency. The task was to ensure legal continuity and safeguard the investor’s interests.
Stages of Legal Support
1. Contract Structure Analysis
- Comprehensive audit of contracts totaling over $1.2 billion
- Identification of provisions on minimum offtake, currency obligations, force majeure, and compensation
- Detection of risk of ICSID protection loss in case of counterparty change
2. Contract Transfer Strategy
- Legal memorandum drafted for uninterrupted transfer of obligations
- Legal model agreed with the Ministry of Energy and sector regulator
- Negotiations held with banks, donors, and insurance agencies
3. Arbitration Jurisdiction Protection
- ICSID arbitration clause preserved
- Legal justification prepared for inadmissibility of jurisdiction change without investor’s consent
- Pre-arbitration notices prepared in case of breach
4. Strengthening of Payment Mechanisms
- Multi-tiered guarantee system implemented: escrow, bank guarantees, partial advances
- Mechanisms for invoicing, deadlines, and delay penalties included
- Payment delays limited to five banking days
Additional Legal Actions
- Compliance policies updated for the new market
- Strategic briefings held for the board of directors
- Legal support provided during credit rating renewals
Result
- Contracts transferred without loss of legal force or terms
- Economic parameters fully preserved
- Payment mechanisms reinforced — default risks minimized
- Right to ICSID arbitration officially confirmed
Frequently Asked Questions
Question
Can a PPA party be changed without investor consent?
Answer
No. Such a transfer requires written approval and strict adherence to contract procedure — otherwise, it is a breach.
Question
What if the new entity fails to fulfill payment obligations?
Answer
Activate financial guarantees and, if necessary, initiate international arbitration proceedings.
Question
Can political reform risks be mitigated?
Answer
Yes. Through stabilization clauses, compensation mechanisms, and international legal protection.
This case demonstrates how strategic legal work can protect billion-dollar investments even amid sweeping regulatory transformations. Miraziz Khidoyatov demonstrated not only deep legal expertise but also the ability to manage complex negotiations at the national level. His involvement was a key factor in maintaining stability for one of the region’s largest energy investors.
