A public-private partnership is a bet that a contract signed by one administration will be honoured by the next, and the one after that. Infrastructure tenors run for decades; political tenors do not. The structuring question that matters most is therefore not how to price the asset — it is how to make the deal durable enough to outlive the people who signed it.
Durability is designed, not hoped for
Projects that survive transitions share a common feature: their durability is built into the documents and the institutional arrangements, not left to goodwill. The sponsor who assumes continuity is exposed; the one who assumes discontinuity and drafts for it is protected.
Draft for year nine, not for signing day. The signing-day enthusiasm is exactly the thing that will not be in the room when the deal is tested.
Risk allocation that holds
The first discipline is allocating each risk to the party best able to manage it, and saying so unambiguously. Political and change-in-law risk in particular must be addressed head-on — through defined relief, compensation mechanics, and clarity about who bears the cost of a regulatory shift. A risk matrix that is vague about these is a dispute waiting for a trigger.
The termination architecture
Termination provisions are the clauses everyone hopes never to use and the ones that decide a project’s bankability. Buy-out formulas, step-in rights for lenders, hand-back conditions and the consequences of default on each side must be precise and, above all, exercisable — a step-in right that cannot practically be invoked protects no one.
Governance and continuity
Beyond the contract, the institutional arrangements matter: a governance structure that does not depend on a single official or a single political relationship, clear approval pathways, and documentation robust enough that a new administration can understand the bargain it inherited without re-opening it.
Dispute resolution that keeps the asset running
Finally, the dispute mechanism should be chosen to preserve the project, not just to assign blame — a neutral, enforceable forum, with interim measures available so that a disagreement does not become a shutdown. The aim throughout is the same: a transaction that performs without the people who drafted it, across the cycles it is certain to outlast.
This note is general commentary on Nigerian legal practice and does not constitute legal advice or create a lawyer–client relationship. Outcomes depend on the specific facts and the applicable law at the time. For advice on a particular matter, speak with the firm.
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