Jay  Govender

Jay Govender

National Practice Head, Director

Jay Govender is a Director and National Head of our Projects and Infrastructure practice. She has extensive experience, both for public and private sector, in public-private partnerships (PPPs), infrastructure development, power projects, due diligence exercises, public procurement, regulatory advice and opinions. She has represented and has been mandated by a number of the state-owned entities, municipalities, government departments, developers, lenders and sponsors. She has led a number of cross-border and South African energy projects.

 

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After completing her articles of clerkship and practising for a short while as a professional assistant, Jay was employed at Siwendu and Partners Inc. in 2000 to head the firm's Litigation Department. She became a Director at Siwendu and Partners in 2003. In 2004 Jay moved her practice focus to Projects and Infrastructure. She held the position of Director at Siwendu and Partners until 31 January 2012 when Siwendu and Partners merged into Cliffe Dekker Hofmeyr. Jay subsequently joined Cliffe Dekker Hofmeyr as a Director on 1 February 2012 and was appointed as National Practice Head in April 2015.

Jay Govener's areas of speciality extend to power purchase agreements and negotiations, cross-border technical agreements, cross border power transmission and regulatory issues, regulatory issues, cross border power pool issues, wheeling, IPP procurement, advising on the appropriate regulatory regime and inter-governmental issues, greenfield and brownfield project-financed power projects, sovereign support and security structures, regulatory framework governing the electricity sector, technologies of coal, wind, solar CSP, solar PV, landfill gas, biomass, gas, thermal energy, co-generation and hydro, transmission and distribution connection and related agreements. She has experience in multiple jurisdictions, including South Africa, Botswana, Mozambique, the DRC, Tanzania, Zimbabwe, Ethiopia, Mauritius and various West Africa Power Pool member states.

Her other work is of a regulatory nature involving the energy sector. These pertain to advising on the unbundling of vertically integrated utilities, structuring of the electricity supply industry and legislative development.

Jay has also trained various finance entities, developers, state owned entities and municipal clients on power projects and energy-related matters both in South Africa and cross border. She has undertaken training in Washington DC, Rwanda, Tanzania and South Africa.

Jay forms part of a working committee mandated by the United States Department of Commerce in developing and facilitating power projects for the Obama Power Initiative. As part of her work, Jay has trained regulators, utilities, transmission companies, distribution companies, and development banks on power purchase agreements and financing of power projects. As part of this initiative, Jay has also co-authored two books on Understanding Power Purchase Agreements and Understanding Power Project Financing.

  • Lead legal advisor to Eskom, in its role as buyer, National Transmission Company, distributor and system operator in the national roll-out of the Renewable Energy IPP Programme in South Africa, procured by the Department of Energy.  This mandate is wide ranging and entails, inter alia, advising on the appropriate regulatory regime and inter-governmental issues, Power Purchase Agreements, Implementation Agreements, Independent Engineer Agreements, Connection Agreements, procurement of IPPs, technical issues and agreements on grid and system and respective renewable energy technologies (solar PV, CSP, wind, small hydro, biomass, biogas and landfill gas).

    This mandate also includes contract and claims management for Eskom's Single Buyer Office for the 94 renewable energy projects procured under the programme. As new projects are signed, this mandate is envisaged to eventually comprise 13,000 MW of projects.
  • Lead legal advisor to Eskom in its role as Buyer, NTC, Distributor and System Operator in the South African Baseload Coal Baseload IPP Procurement Programme.
  • Lead legal advisor to Eskom in its role as Buyer, NTC, Distributor and System Operator in the South African Co-generation IPP Procurement Programme.
  • Lead legal advisor to Ethiopia Electric Power in the procurement design and implementation, and development of the suite of project documentation for the Metehara 100MW solar PV project.
  • Lead legal advisor to Ethiopia Electric Power in the procurement design and implementation, and development of the suite of project documentation for the Chemoga Yeda I and II 280 MW hydro project.
  • Joint-Lead advisor to Eskom on the proposed interim short-term gas-fired power purchase agreements concluded with Aggreko, involving cross-border transmission of energy from Mozambique to South Africa. The project has scooped the award of the “Best Fast Track Energy Project in Africa” at the 2013 Africa Energy Awards.
  • Lead legal advisor to Eskom in its role as Buyer, NTC, Distributor and System Operator in the South African Small Projects Renewable Energy IPP Programme.
  • Lead legal advisor to the Economic Community of West African States (ECOWAS) (which includes all 14 states in West Africa) in standardising its bilateral energy trading agreements, as well as their network access agreements.
  • Assisting a leading global project developer in responding to a number of requests for proposals across various jurisdictions (Morocco, Ghana, Namibia, Mauritius, Egypt, South Africa, Zambia), including reviewing and advising on the proposed power purchase agreements, implementation agreements and connection agreements issued.
  • Advisor to an international client on a due diligence on the feasibility of the development, operation and maintenance of a bulk storage petroleum facility in South Africa.
  • Legal Advisor in a consortium advising the City of Johannesburg in the review of the Kelvin Power Project.
  • Advisor to Eskom Holdings SOC Limited regarding the design, financing, construction, commissioning, operation and maintenance of the Mozambique Regional Transmission Backbone Project from Tete to Maputo.
  • Developing a concept paper for the Ethekwini metropolitan municipality with regard to procurement of electricity by municipalities from independent power producers.
  • Advising a client on the potential acquisition of shareholding in the 29.4MW Curepipe Point Wind farm to be developed in Mauritius, which included a due diligence on the PPA, IA, EPC, O&M and ancillary agreements, reports and permits.
  • Advising a client on compliance with the energy legislation, as well as by-laws, and internal policies relevant to the Maluti-a-Phofung Local Municipality.
  • Lead legal advisor Electro-Motive Diesel Inc. in joint venture with Barloworld South Africa (Pty) Ltd through Electro-Motive Diesel Africa (Pty) Ltd in the supply of 465 new diesel locomotives for the General Freight Business.
  • Advisor to Electro-Motive Diesel Inc. in its award for the manufacture and supply of diesel locomotives to Tanzania Railways Limited.
  • Lead legal advisor to Eskom in its role as Buyer for the Department of Energy's IPP Peaking Power Generation Projects (being Dedisa Peaking Power and Avon Peaking Power).
  • Advisor to Investec Bank in its capacity as Borrower on the development, construction, operation and maintenance of a captive thermal to energy power plant. The project has won a number of awards for innovation.
  • Lead legal advisor to Investec on the acquisition of a gas-piped distribution business.
  • Advisor to the sponsor and developer regarding the ownership, development, construction, operation and maintenance of a 660MW coal fired power plant in Zimbabwe.
  • Advisor to Eskom on the construction, operation and maintenance of the 1,500MW Mphanda Nkuwa Hydopower Plant, located on the Zambezi River in Mozambique.
  • Advisor to Eskom on the Grand Inga Hydro Project, which will, when completed, generate 40,000MW of electricity and be the world's largest hydro scheme located in the Democratic Republic of Congo.
  • Lead legal advisor to Ilembe Municipality in the review and evaluation of the 30 year Water and Sanitation Services Concession Agreement between Ilembe District Municipality and Siza Water (Pty) Ltd.
  • Advisor to Eskom, forming part of a larger multi-disciplinary team comprising Deloitte Consulting (Pty) Ltd and P A Consulting (USA), in the due diligence on the effect of the establishment of an Independent System and Market Operator in South Africa.
  • Advisor to Eskom Holdings SOC Limited in the review and standardisation of all its electricity supply agreements. This includes the relevant Cost Estimate Letters, Budget Quotes and related documents.
  • Joint Advisor to Eskom, on the appropriate regulatory regime enabling load-curtailment or reduction during network and capacity constraints.
  • Advisor to Eskom, in a joint mandate, in the international greenfield coal fired Mmamabula Power Project located in Botswana. The firm’s mandate in the project was wide ranging extending from conducting a full feasibility study, project finance elements, technical issues on the construction and integration of a power station and transmission system, power purchase negotiation, IPP engagement, lender and sponsor interaction, tariff calculation and assessment, regulatory issues, advice on inter-government interaction, secondary off-taker synergy, cross border regulatory issues, amongst others.
  • Advisor to the KZN Department of Works on the KZN Provincial Parliament Precinct Complex PPP, entailing the procurement, construction, development and maintenance of a provincial government office precinct.
  • Advisor to the KZN Legislature on the KZN Legislature Precinct Complex PPP, entailing the procurement, construction, development and maintenance of an establishment of an office precinct for Legislature.
  • Support to the legal team in its joint mandate to conduct a TAI feasibility study to the procurement of secure care centres in KZN in the Secure Care Centres PPP.
  • Advisor to the Strategic Projects Unit of Ethekwini Municipality and Ibhola Lethu Consortium in respect of the construction of the new Durban Soccer Stadium and all aspects incidental to the procurement and construction of the stadium.
  • Support to the legal team in its role as lead Legal Advisor in a consortium led by Price Waterhouse Coopers to the Msunduzi Municipality’s electricity ring-fencing project. The project involved undertaking a financial, operation and human resources ring-fencing exercise using the EDI Holdings (Pty) Ltd ring-fencing toolkit, as well as the establishment of a separated operating entity.
  • Formed part of the core legal team, appointed amongst a team of three (3) law firms and Accenture advising Eskom in the restructuring of the Electricity Distribution Industry and the formation of Regional Electricity Distributors (RED’s).
  • Support to the legal team in its role as legal advisor to the bidding consortium on all the legal regulatory matters and the suitable PPP structure for the KZN Hospitals Soft Facility Management PPP.
  • Support to the legal team in its role as Lead Legal Advisor to the Financial Transaction Advisory Team led by PricewaterhouseCoopers on all the legal regulatory matters and the suitable PPP structure for the Dube Trade Port – King Shaka International Airport PPP.
  • Chambers Global 2016 - 2017 ranked Jay in Band 4 in Projects and Infrastructure.
  • The Legal 500 EMEA 2015 - 2017 recommends Jay for Projects and Infrastructure.
  • The IFLR1000 - Guide to the World's Leading Financial Law Firms 2017 ranked Jay as a "Leading Lawyer".

Publications

  • As part of the Obama Power Initiative Jay was invited by the Commercial Law Division of the U.S Government to be a contributing author to a handbook on Understanding Power Purchase Agreements. The book was launched in Nigeria, Washington D.C, South Africa, Tanzania and Dubai.
  • Jay was again invited by the Commercial Law Division of the U.S Government to be a contributing author to a handbook on Understanding Power Project Financing. This second handbook was completed in 2016.

Education

  • BProc, University of Natal, Durban
  • LLB, University of Natal, Durban
  • Year of admission as an Attorney: 1998

Memberships

  • KwaZulu-Natal Law Society
  • Law Society of the Northern Provinces