Legal & Contractual Expert - REMIT Programme

Legal & Contractual Expert - SEZs Phase-Out Implementation Plan  

Background

The Revenue Mobilisation, Investment and Trade (REMIT) Programme, funded by the UK’s Foreign, Commonwealth & Development Office (FCDO) and implemented by Adam Smith International (ASI), provides technical assistance to the Government of Pakistan to improve the business environment, attract investment, and support sustainable economic growth.

Pakistan’s Special Economic Zones (SEZs) framework has been characterised by fragmented governance, inconsistent enforcement, and complex contractual arrangements between federal and provincial authorities, developers, and enterprises. While fiscal incentives have been a core feature of the SEZ regime, weak contractual oversight, legal ambiguities, and uneven enforcement of development and enterprise agreements have undermined investor confidence and constrained effective implementation.

In response to these challenges, and in line with commitments under Pakistan’s IMF programme, the Government of Pakistan is undertaking a comprehensive SEZ Phase-Out Implementation Plan to transition away from profit-based incentives toward a rules-based, fiscally sustainable framework anchored in cost- and performance-based facilitation. This transition requires a robust legal and contractual foundation to ensure that reforms are compliant with existing obligations, minimise litigation risk, and provide predictability to investors. As part of this effort, REMIT seeks to engage a Legal & Contractual Expert to lead legal diagnostics and support the design of legally sound transition arrangements.

Job Summary

The objective of the assignment is to provide technical expertise to support the Government of Pakistan in the legal and contractual assessment and design of the SEZ Phase-Out Implementation Plan, with a focus on Phase A (Planning and Assessment) of the IMF-mandated reform programme.

The Legal & Contractual Expert will support the Board of Investment (BoI) and the Special Investment Facilitation Council (SIFC) by undertaking comprehensive reviews of SEZ-related laws, rules, development agreements, and enterprise contracts to assess binding obligations, legal risks, and available reform space. The role will focus on ensuring that the transition from profit-based incentives to cost- and performance-based mechanisms is legally defensible, compliant with contractual commitments, and aligned with national legislation and IMF requirements.

The Expert will work closely with the SEZ Policy & Governance Lead, Fiscal & Incentives Expert, and IMF Negotiation Expert, and will contribute legal inputs to IMF technical discussions, stakeholder consultations, and pilot design. Through rigorous legal analysis and advisory support, the Legal & Contractual Expert will help ensure that the SEZ Phase-Out Implementation Plan is credible, enforceable, and resilient to legal and investor challenges.  

Duties and Responsibilities

The Legal & Contractual Expert will be responsible for providing specialised legal and contractual support for the SEZ Phase-Out Implementation Plan. Key duties and responsibilities include:

·       Conduct a comprehensive legal review of the SEZ framework, including the SEZ Act 2012, relevant rules and regulations, the Income Tax Ordinance, Customs Act, and associated subordinate legislation.

·       Review and analyse development agreements and enterprise agreements across notified SEZs to identify binding contractual obligations, incentive commitments, and termination or transition clauses.

·       Map legal and contractual constraints affecting the phase-out of profit-based incentives and assess the available legal space for reform, including transitional arrangements.

·       Prepare legal advisory notes on managing the transition from existing incentive regimes to cost- and performance-based frameworks while safeguarding investor rights and government interests.

·       Support the drafting of proposed legislative and regulatory amendments required to operationalise the SEZ transition and embed agreed reform principles.

·       Advise on transitional provisions, grandfathering arrangements, and dispute-resolution mechanisms to minimise litigation risk and investor uncertainty.

·       Provide legal inputs to the Concept Note, including reform rationale, scope, proposed legal changes, and compliance considerations.

·       Support and participate in IMF-related technical discussions by preparing legal briefs and responding to queries related to contractual obligations and reform feasibility.

·       Contribute to the design of a pilot SEZ, ensuring that proposed incentive models and implementation arrangements are legally sound and enforceable.

·       Participate in stakeholder consultations with federal and provincial authorities, SEZ developers, and enterprises to validate legal findings and proposed reforms.

·       Provide technical quality assurance for all legal and contractual deliverables, ensuring consistency with TOR objectives, IMF requirements, and international good practice.

·       Work closely with the SEZ Policy & Governance Lead and REMIT team to ensure coherence between legal analysis, fiscal reforms, and governance recommendations.

Qualifications and Experience

·       Advanced degree (Master’s or higher) in Law, International Economic Law, Commercial Law, or a closely related field.

·       Minimum 12 years of professional experience in legal and regulatory analysis related to investment policy, SEZs, infrastructure projects, or public-private partnerships.

·       Demonstrated expertise in reviewing and interpreting development agreements, enterprise contracts, and concession arrangements.

·       Proven experience advising governments, international organisations, or donor-funded programmes on legal reform, contract management, or regulatory transitions.

·       Strong understanding of SEZ legal frameworks, investment laws, and contractual risk management in emerging markets.

·       Experience assessing legal implications of incentive rationalisation and policy transitions, including dispute-resolution and investor protection considerations.

·       Familiarity with IMF-supported reform programmes and associated legal and institutional requirements is highly desirable.

·       Ability to translate complex legal analysis into practical, implementable reform options for policymakers.

·       Experience supporting stakeholder consultations and incorporating legal feedback into final policy and reform documents.

·       Excellent legal drafting, analytical, and advisory skills, with the ability to work effectively in multidisciplinary technical teams.

Reporting line

·       The Legal & Contractual Expertwill work closely with REMIT team and will report to REMIT Team Lead and Investment Climate Lead. The assignment will require close engagement with key governments stakeholders along with presentation and review of deliverables by REMIT team, FCDO and other key stakeholders.

Closing Date: 18 March 2026