This paper provides specific and detailed advice
and information to developing country borrowers as to how to approach
the subject of negotiating clauses in loan agreements. Additionally,
this paper draws from presentations and discussions at a Joint UNITAR/UNDP/UNCTAD/Ministry
of Finance National Workshop on the Legal Aspects of Debt Negotiations
for the Government of Vietnam (Hanoi, 18 to 21 October 1999). This was
also the first workshop conducted by UNITAR as part of its on-going
training and capacity building activities in Vietnam in the area of
legal aspects of debt, financial management and negotiation.
This workshop was addressed specifically to government officials from
Vietnam involved in international loan negotiations and invited thirty
four participants from the Ministry of Finance, State Bank of Vietnam,
Ministry of Justice, Ministry of Industry, Ministry of Transport and
Communications, Ministry of Construction, Ministry of Planning and Investment
as well as parastatals involved in borrowing.
The theme of the workshop focused on loan agreements and an appreciation
of negotiating specific clauses within these agreements. An attempt
was also made to expose participants to issues relating to external
borrowing and the development process at a general level, and to a taste
of drafting clauses in loan agreements at a specific level. A mix of
both lawyers and non-lawyers in the group elicited a lively exchange
of views and experiences during the four-day period. The involvement
of high-level resource persons with in-depth experience in negotiating
loan agreements and yet having different backgrounds and perspectives
in international borrowing especially made the workshop discussions
interesting and balanced.
In a nutshell, this paper provides practical insight and hints to government
officials involved in debt negotiations on a daily basis. This paper
should also be useful to the beginner as it provides a wealth of experience
from the perspective of a government official who has spent numerous
years negotiating agreements from the borrowers' side.
As part of this initiative, UNITAR had the privilege of collaborating
with the UNDP Hanoi office, UNCTAD, and the Vietnamese Ministry of Finance
(External Finance Department), for which it is greatful. UNITAR also
wishes to thank the Swiss State Secretariat for Economic Affairs (SECO,
Bern) which is financing UNITAR's contribution to this global training
initiative in Vietnam. Last but not least, UNITAR thanks Dr. Vinod K.
Agarwal for having contributed to this project by sharing his experience
and insight with us.
We hope that this paper will be useful as well as challenging to the
Marcel A. Boisard
Executive Director of UNITAR