The Legal Advisor will provide legal support to the Conservation Finance Division (CFD) working primarily with Carbon Finance, Conservation International Ventures (CIV), and Long-Term Finance (LTF) (formerly the Global Conservation Fund). More specifically, the Legal Advisor will be responsible for providing legal support to (i) Carbon Finance with transactions, including the development, and structuring of the relevant financing mechanisms for natural climate solutions projects and the drafting and negotiation of carbon offset agreements (e.g. Verified Emission Reduction Purchase Agreements) and other project finance investment documents; (ii) CIV with new debt and equity investments, ongoing investments, and restructurings; (ii) LTF with new and existing projects, including due diligence on project parties, drafting and negotiation of grant agreements, the development, and structuring of long-term financing mechanisms and due diligence regarding the security of conservation tenure. (iv) CI’s Global Environment Facility (CI-GEF) Project Agency with drafting and negotiating grant agreements, and drafting, review, and negotiation of non-grant instrument investments (debt and equity transactions), and related legal due diligence for CI-GEF projects and investments; and (v) the division more broadly.

RESPONSIBILITIES

Carbon Fund Transactions:

• Advise on the development and structuring of CI’s financial support for natural climate solutions projects, including the acquisition of carbon ownership and marketing rights.
• Conduct due diligence to assess legal and financial risk with regard to prospective carbon projects (including carbon ownership rights, land tenure, Free Prior and Informed Consent (FPIC), benefit-sharing arrangements with local communities, and interaction with domestic and international legal systems or markets).
• Review, preparation, and negotiation of legal documentation and financing agreements (including grant agreements, loan agreements, equity investment agreements, term sheets, project development documents, emissions reduction purchase agreements, and carbon marketing agreements).
• Execute other relevant legal agreements (NDAs, MOUs, letters of interest) to facilitate carbon project pipeline development and partnerships.
• Ensure CI compliance with donor agreements and partnership agreements in the development of carbon project pipeline generally and on an individual project basis.
• Assist or lead negotiations at relevant stages of each project.
• Lead and coordinate efforts to close the carbon transactions.
• Attend carbon project pipeline and project financing approval meetings.
• Engage and coordinate with local counsel or pro bono counsel where applicable.
• Engage and coordinate with other CI divisions and local CI offices where applicable.

CI-Ventures (CIV) Transactions:

• Assist in structuring debt and equity transactions.
• Review and comment on investment memoranda.
• Participate in CIV Investment Committee meetings.
• Assist in negotiations at relevant stages of each investment.
• Conduct due diligence to assess legal and financial risk with respect to each investment.
• Draft legal documentation (including term sheets and loan agreements).
• Coordinate the work of external pro bono transaction counsel as well as local counsel.
• Lead and coordinate the closing of CIV investments, including drafting of closing checklists.
• Coordinate the exercise of remedies against investees.
• Conduct legal research.
• Engage and coordinate with CI offices where applicable.
• Engage with GCO, as required.
• Assist with the development of new procedures for CIV.
• Coordinate and assist with the development of document specimens for CIV.
• Provide support to other Legal Advisors as needed; and
• Participate in activities relating to the expansion and evolution of CIV.

Long-term Finance (LTF) Transactions:

• Structure long-term financing vehicles and draft relevant documentation;– conduct due diligence to assess legal and financial risk with regard to the parties involved in each project.
• Conduct due diligence to assess the security of conservation tenure.
• Prepare CI legal documents and agreements (including grant agreements, term sheets, NDAs, MOUs, corporate bylaws).
• Negotiate complex grant agreements with environmental fund managers to establish conservation trust funds to support the long-term conservation of protected areas, ecosystems, and support local and community conservation efforts.
• Advise LTF and partners on structuring options and governance issues for the development and maintenance of long-term financing vehicles (e.g. conservation trust funds)
• Advise grantees and potential grantees during project development regarding LTF financing criteria and international best practices for conservation trust funds;
• Engage and coordinate with local and pro bono counsel;  — engage and coordinate with local CI offices where applicable;
• Assist with the preparation of internal documentation prior to grant disbursement;
• Work with LTF team on pending matters with respect to previous LTF transactions that have closed; and
• Support CI participation on debt for nature swaps.

CI-Global Environmental Facility (CI-GEF) Project Agency Transactions: 

• Draft grant instruments for CI-GEF Project Agency long-term financing projects.
• Structure long-term financing vehicles, and draft relevant documentation.
• Review,  draft and negotiate non-grant instrument investments (debt and equity) legal documentation for CI-GEF Project Agency projects.
• Conduct due diligence to assess legal and financial risk with regard to the parties involved in each project.
• Advise CI teams and external parties during project development regarding CI-GEF financing criteria.
• Review, prepare and negotiate other legal documents and agreements (including grant agreements, term sheets, NDAs, MOUs).
• Negotiate complex grant agreements with environmental fund managers on CI’s behalf to establish conservation trust funds to support the long-term conservation of protected areas and ecosystems.
• Engage and coordinate with local and pro bono counsel.
• Engage and coordinate with local CI offices where applicable.
• Work with CI-GEF team on pending matters with respect to previous CI-GEF grants and non-grant transactions that have closed.