TRW & Co · Energy, Infrastructure & Transport
Infrastructure and PPP Lawyers in London
Infrastructure lawyers London investors, contractors and public bodies instruct handle the consents, procurement, contracts and finance behind long-life assets. With the Planning and Infrastructure Act 2025 reshaping consenting, the Procurement Act 2023 in force and a ten-year national pipeline, the legal choices made at the outset now decide who carries the risk for decades.
Key pointThe revenue model (availability payment, regulated asset base, concession or contracted revenue) drives every other legal decision on an infrastructure project, so settle it before negotiating consents, contracts or finance.
At a glance
Planning reform enacted
The Planning and Infrastructure Act 2025 received Royal Assent on 18 December 2025, removing statutory pre-application consultation and adding powers to direct projects out of the DCO regime.
New procurement regime
The Procurement Act 2023 has governed most new public contracts in England, Wales and Northern Ireland since 24 February 2025; Scotland keeps separate rules.
RAB model for nuclear
The Nuclear Energy (Financing) Act 2022 extended the regulated asset base model to new nuclear, used for Sizewell C's July 2025 final investment decision.
PFI expiry pressure
Many legacy PFI contracts are nearing expiry, and hand-back surveys, lifecycle funds and asset condition are now frequent sources of dispute.
Screening on acquisitions
Buying control of energy, transport, communications or data infrastructure businesses can require mandatory NSIA clearance; completing without it makes the deal void.
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What infrastructure lawyers London clients need: the scope of infrastructure and PPP law
Infrastructure lawyers London sponsors, funds, contractors and public bodies instruct deal with the legal machinery behind long-life physical assets: roads, rail, airports, ports, water, energy networks, social infrastructure such as hospitals and schools, and newer digital and low-carbon assets. The common thread is a large capital commitment, a long payback period and heavy public involvement through consents, regulation, procurement or revenue support.
In England and Wales, infrastructure becomes a legal question at four moments: when the project is conceived and consented, when it is procured or awarded, when it is financed and built, and when it is operated, refinanced, sold or handed back to the public sector. Each stage has its own statute, regulator and contract suite, and decisions taken early fix the risk position for decades.
TRW & Co advises investors and infrastructure funds, developers and contractors, lenders, operators and public authorities, as well as overseas investors from Bangladesh, the Gulf and Asia looking at UK assets. Our work connects closely with our project finance, construction and energy teams.
The legal and regulatory framework for UK infrastructure
There is no single "infrastructure act". The framework is a stack of consenting, procurement, competition, sector and finance rules. Infrastructure lawyers London clients rely on need to map which layers apply before committing bid costs or capital.
Consenting: the Planning Act 2008 and recent reform
The Planning Act 2008 created the regime for nationally significant infrastructure projects (NSIPs). Projects above statutory thresholds in energy, transport, water, wastewater and waste need a development consent order (DCO) granted by the Secretary of State after examination by the Planning Inspectorate, rather than local planning permission. A DCO can bundle compulsory acquisition powers and other consents into one instrument.
Section 35 lets the Secretary of State direct a project into the regime where it is nationally significant but outside the statutory categories, and business and commercial projects can opt in this way. The Planning and Infrastructure Act 2025, which received Royal Assent on 18 December 2025, reformed the regime. It removed the statutory duty to consult before applying, narrowed the routes for judicial review of NSIP decisions, and inserted new sections 35B to 35D allowing projects to be directed out of the DCO route where another consent path fits better.
Procurement and subsidy control
Since 24 February 2025, most public contracts in England, Wales and Northern Ireland have been awarded under the Procurement Act 2023, which replaced the Public Contracts, Utilities and Concession Contracts Regulations for new procurements. Utilities and concessions now sit inside the same Act with tailored rules. Scotland keeps its own procurement regulations.
Public funding, guarantees, below-market loans and land deals can amount to subsidies under the Subsidy Control Act 2022. Larger schemes can be referred to the Subsidy Advice Unit of the Competition and Markets Authority, as happened with the Sizewell C final investment decision scheme and support to the National Wealth Fund.
Sector regulators and public bodies
| Body | Role | When it matters |
|---|---|---|
| National Infrastructure and Service Transformation Authority (NISTA) | Joint HM Treasury and Cabinet Office unit setting infrastructure strategy and supporting major projects; runs the PFI Centre of Excellence | Pipeline, delivery models, PFI expiry and distressed contracts |
| National Wealth Fund | Government-owned policy bank investing alongside private capital | Co-investment, guarantees and senior debt on strategic projects |
| Planning Inspectorate and Secretary of State | Examine and decide DCO applications in England | Consenting large energy, transport and water projects |
| Ofgem, Ofwat, the Office of Rail and Road, the CAA | Economic regulators setting allowed returns and licence conditions | Regulated networks, water companies, rail and airports |
| Competition and Markets Authority | Merger control and Subsidy Advice Unit | Acquisitions of infrastructure businesses; large subsidies |
| Investment Security Unit | Administers the National Security and Investment Act 2021 | Acquisitions in energy, transport, communications and data infrastructure |
The UK Infrastructure: A 10 Year Strategy, published in June 2025, sets the government's long-term pipeline across economic, housing and social infrastructure. It is policy rather than law, but it shapes which delivery models and funding routes are on offer.
Delivery models: PPP, regulated assets and corporate structures
The single most important early decision is how the asset will earn its revenue. That choice drives the contract suite, the financing and the exit options. Infrastructure lawyers London investors appoint should test each model against the risk the sponsor can actually bear.
| Model | How revenue is earned | Key legal features | Typical risks |
|---|---|---|---|
| Availability-based PPP (legacy PFI/PF2 and successor models) | Unitary charge from the public authority, reduced by deductions for unavailability or poor performance | Project agreement, payment mechanism, compensation on termination, hand-back | Deductions, lifecycle costs, expiry disputes |
| Regulated asset base (RAB) | Allowed revenue set by an economic regulator, sometimes during construction | Licence, regulatory settlement, government support package | Regulatory reset, cost overrun sharing, political risk |
| Concession or user-pays | Tolls, fares, landing charges or usage fees | Concession agreement, tariff rules, step-in rights | Demand risk, tariff caps, competition |
| Contracted revenue (CfD, cap and floor, offtake) | Long-term contract with a government counterparty or private offtaker | Milestones, indexation, change in law protection | Delivery deadlines, counterparty credit |
| Merchant or corporate | Market revenues | Standard corporate and commercial contracts | Price and volume exposure |
The regulated asset base model
The RAB model has long funded water and energy networks and, through the Nuclear Energy (Financing) Act 2022, was extended to new nuclear. Sizewell C reached its final investment decision in July 2025 using that framework, with the National Wealth Fund providing the majority of the debt finance. The model shifts some construction risk to consumers, so the regulatory settlement, cost-sharing bands and government support terms are where the legal negotiation concentrates.
Legacy PFI and expiry
New PFI and PF2 contracts are no longer let in England, but hundreds of legacy contracts remain in operation and many are approaching expiry. Hand-back obligations, asset condition surveys, lifecycle fund balances and the transfer of staff and data are now a major source of negotiation and dispute. NISTA's PFI Centre of Excellence publishes guidance and toolkits on expiry health checks and on distressed projects that authorities increasingly follow.
On a long-life asset, the revenue model chosen in year one decides who absorbs every shock for the next thirty years.
The infrastructure project lifecycle step by step
- Structuring and feasibility. Choose the delivery and revenue model, the project company structure and sponsor arrangements, and run early subsidy control, NSIA and tax analysis.
- Land and consents. Secure land through options, leases or compulsory acquisition powers; decide between a DCO, local planning permission or a direction under section 35 or 35B; prepare environmental assessment.
- Procurement or award. For public projects, run or bid in a Procurement Act 2023 process, using competitive flexible procedures where negotiation is needed, and manage clarifications, standstill and challenge risk.
- Project agreement. Negotiate the concession, project or licence agreement: payment mechanism, performance regime, relief and compensation events, change in law, step-in and termination compensation.
- Construction and operation contracts. Back-to-back the project risks into the design and build contract and the operation and maintenance contract, with interface agreements, bonds and parent guarantees.
- Financial close. Sign senior and mezzanine facilities, hedging, equity contribution and direct agreements giving lenders step-in rights.
- Construction and commissioning. Manage milestones, variations, delay and disruption claims and statutory adjudication under the Construction Act.
- Operation, refinancing and exit. Administer the performance regime, refinance once risk falls, sell equity stakes in secondary markets and plan hand-back at expiry.
Core contracts and documents to assemble
An infrastructure project is a web of contracts that must fit together. Gaps between them are where losses land. Whether you are bidding, lending or buying a stake, the following documents drive diligence and negotiation.
- Project or concession agreement with the authority or offtaker, including the payment mechanism, output specification and termination compensation schedule.
- Design and build (EPC) contract and operation and maintenance contract, each stepping down the project company's obligations with matching liability caps and relief events.
- Interface or co-ordination agreement between construction and operating contractors.
- Finance documents: common terms agreement or facility agreement, intercreditor agreement, security documents and hedging.
- Direct agreements between lenders and the authority and key contractors, granting cure and step-in rights.
- Shareholder agreement covering funding commitments, reserved matters, deadlock and transfer restrictions before and after completion of construction.
- Consents and land: the DCO or planning permission, section 106 obligations, environmental permits and title.
- Insurance programme and the lenders' insurance requirements.
Build a single risk matrix showing, for every major risk, which contract allocates it, the cap and the relief available. Infrastructure lawyers London lenders trust will expect this at financial close, and it is the quickest way to spot a risk the project company has accepted but not passed down.
Key negotiation points in UK infrastructure contracts
Change in law and relief events
Over a long concession, law will change. Standard UK positions distinguish between general changes the private sector is expected to price and discriminatory or specific changes for which the authority compensates. Recent reform in procurement, building safety and environmental law makes this clause worth revisiting rather than copying.
Termination compensation
The compensation payable on authority default, contractor default, force majeure and voluntary termination underpins the lenders' credit case. Senior lenders normally expect most of their debt to be protected on termination in most scenarios; equity protection is a separate negotiation.
Step-in and lender cure rights
Direct agreements give lenders time to cure defaults and to step in or substitute a new operator before the authority terminates. Without them, a project is rarely financeable.
Construction payment and adjudication
The Housing Grants, Construction and Regeneration Act 1996 gives parties to construction contracts statutory payment rights and a right to refer disputes to adjudication at any time. Some infrastructure operations are excluded from the Act's definition of construction operations, so check whether the regime applies to each package rather than assuming it does.
Risks and common mistakes on infrastructure projects
Treating consent as the finish line
A DCO or planning permission is only as good as its conditions, requirements and the land rights behind it. Projects stall when requirements cannot be discharged in time, compulsory acquisition powers lapse, or protective provisions for utilities and railways have not been agreed. Since the Planning and Infrastructure Act 2025 removed the statutory pre-application consultation duty, promoters must still engage effectively, because inadequate engagement remains a practical and legal risk at examination. Build a consents tracker that maps every condition, deadline and third-party agreement before construction contracts are signed.
Mismatched risk between the project agreement and the subcontracts
The project company usually has few assets beyond its contracts. If the project agreement exposes it to deductions or liability that the construction or operating contracts do not mirror, the gap falls on equity and, eventually, the lenders. Common gaps include differing definitions of relief events, inconsistent liability caps, and dispute resolution clauses that cannot bring all parties into one forum. Use equivalent project relief, joinder provisions and a consistent dispute ladder.
Missing a procurement challenge window
Under the Procurement Act 2023, the time limits for challenging an award are short and the automatic suspension that prevents contract signature only arises if proceedings are started and notified within the standstill period. Bidders who wait for a debrief or try to negotiate informally can lose the most valuable remedy. Diarise standstill dates from the contract award notice, request reasons promptly and take advice early. Our public procurement team handles bids and challenges.
Overlooking subsidy control and NSIA
Public support that looks routine, such as a below-market loan, a guarantee or land at less than market value, can be a subsidy that must comply with the Subsidy Control Act 2022 principles and, for larger awards, be referred to the CMA. Separately, acquisitions of control in energy, transport, communications and data infrastructure can need mandatory clearance under the National Security and Investment Act 2021 before completion. A notifiable acquisition completed without approval is void. Our NSIA team runs these assessments.
Leaving PFI expiry too late
Hand-back provisions in legacy PFI contracts often require surveys, rectification and transfer of information years before expiry. Authorities are now using these provisions actively, and disputes about asset condition, lifecycle spending and retention of payments are common. Project companies and their investors should commission early condition surveys, reconcile lifecycle funds and agree an expiry plan, rather than reacting to deductions in the final years.
Cross-border infrastructure: Bangladesh, the Gulf and Asia
UK infrastructure attracts long-term capital from sovereign funds, pension funds and strategic investors in the Gulf and Asia, and English law is widely chosen for international project contracts and finance documents. Infrastructure lawyers London investors use should map how foreign ownership, tax and enforcement rules interact with the UK structure.
- Foreign investment screening. The NSIA regime applies regardless of the investor's nationality, but the acquirer's profile is part of the risk assessment. Sovereign and state-linked investors should expect closer scrutiny and plan for it in the timetable.
- Bangladesh. Bangladesh has its own public-private partnership framework and a dedicated PPP authority, and many power, port and transport projects there use English-law finance documents and international arbitration. TRW & Co's Dhaka, Chattogram and Sylhet offices work with the London team on Bangladeshi projects, sponsors investing in the UK, and enforcement of London awards in Bangladesh.
- The Gulf and Singapore. Gulf and Singaporean investors often hold UK assets through holding companies in their home jurisdictions or in established fund vehicles. Withholding tax, treaty access and governance rights need to be designed together.
- Dispute resolution. International parties frequently choose London-seated arbitration. The Arbitration Act 2025 amended the framework for London arbitration; see our international arbitration page.
How TRW & Co helps on infrastructure
We work as infrastructure lawyers London clients can deploy across the whole lifecycle, from bid structuring to secondary sales. We do not promise outcomes, and where advocacy in the higher courts is required, we instruct specialist counsel.
Project structuring and bids
Choosing delivery models, setting up project companies and consortium agreements, and preparing bid documents and clarifications for public procurements under the Procurement Act 2023.
Project and concession agreements
Negotiating payment mechanisms, performance regimes, change in law, relief events and termination compensation, and aligning them with construction and operating contracts.
Financing
Acting for sponsors and lenders on senior, mezzanine and equity bridge financing, intercreditor arrangements, hedging and direct agreements, working with our project finance lawyers.
Consents and land
Advising on DCO strategy, section 35 and 35B directions, land assembly and compulsory acquisition, alongside our planning and development team.
Acquisitions and secondary sales
Buy-side and sell-side diligence on operational assets, NSIA and merger control analysis, consents to change of control and shareholder agreements.
Disputes and PFI expiry
Handling deduction disputes, construction claims, adjudication and arbitration, and hand-back negotiations on expiring PFI contracts, with our construction disputes team.
To discuss a project, contact our London office at Holborn Gate, 330 High Holborn, London WC1V 7QH, email info@trw.co, or browse all our practices. Our guides to the Procurement Act 2023 and the Planning and Infrastructure Act go deeper on the two most important recent reforms.
Checklist for decision-makers
- Have you chosen the revenue model and tested it against the risks your investors can bear?
- Is the project inside the NSIP regime, eligible for a section 35 direction in, or better suited to a direction out?
- Have you mapped the Procurement Act 2023 procedure, standstill dates and challenge risk?
- Is any public support a subsidy, and does it need referral to the CMA?
- Does the acquisition or investment need NSIA or merger control clearance before completion?
- Do the construction and operating contracts mirror the project agreement's risk allocation?
- Are lenders' step-in and cure rights documented in direct agreements?
- For legacy PFI, is there an expiry plan with condition surveys and lifecycle reconciliation?
- Are dispute clauses consistent across all project contracts, with joinder where needed?
- Have you taken advice from infrastructure lawyers London investors trust on foreign law, tax and enforcement?
Frequently asked questions
01What is a development consent order and when do I need one?
A development consent order (DCO) is the consent required under the Planning Act 2008 for nationally significant infrastructure projects in England, and for some energy projects in Wales. It applies to projects above statutory thresholds in energy, transport, water, wastewater and waste. A DCO is granted by the Secretary of State after examination by the Planning Inspectorate and can include compulsory acquisition powers and other consents. Projects outside the thresholds can sometimes be directed into the regime under section 35, and the Planning and Infrastructure Act 2025 added powers to direct some projects out of it.
02Is PFI still used in the UK?
No new PFI or PF2 contracts are being let in England, but many legacy contracts remain in operation for years to come. The focus has shifted to managing those contracts well and preparing for expiry, with hand-back surveys, lifecycle reconciliation and transfer of assets and information. Government continues to use private finance through other models, including the regulated asset base model, contracted revenue schemes and co-investment through the National Wealth Fund. Devolved administrations have their own approaches, such as the Mutual Investment Model in Wales.
03How does the Procurement Act 2023 affect infrastructure bidders?
Since 24 February 2025, new procurements by most contracting authorities in England, Wales and Northern Ireland have run under the Procurement Act 2023. It offers a competitive flexible procedure that suits complex infrastructure, introduces a central digital platform and more transparency notices, and brings in a debarment list for excluded suppliers. Bidders should watch standstill periods closely, because the automatic suspension preventing contract signature depends on starting and notifying proceedings in time. Scotland has its own procurement rules.
04What is the regulated asset base model?
Under a regulated asset base (RAB) model, an economic regulator sets the revenue a company can earn on its asset base, so investors are paid through a regulated return rather than a fixed contract price. It has long been used for water and energy networks. The Nuclear Energy (Financing) Act 2022 allows it for new nuclear projects, so investors can receive revenue during construction. The key legal documents are the licence, the regulatory settlement and any government support package covering risks the private sector cannot bear.
05Do I need government approval to buy a stake in UK infrastructure?
Possibly. The National Security and Investment Act 2021 requires mandatory notification and approval before completing acquisitions of control over entities active in sensitive sectors, which include energy, transport, communications, civil nuclear and data infrastructure. Completing a notifiable acquisition without approval makes it void and can lead to penalties. The government can also call in non-notifiable deals. Merger control under the Enterprise Act 2002, sector regulator consents and change-of-control clauses in project contracts may also apply.
06How are disputes on infrastructure projects usually resolved?
It depends on the contract. Construction disputes often go first to statutory adjudication under the Housing Grants, Construction and Regeneration Act 1996, which produces a fast interim decision. Project agreements often use an escalation ladder of negotiation, expert determination for technical issues and then litigation in the Technology and Construction Court or arbitration. International projects commonly choose London-seated arbitration. Aligning these clauses across all project contracts, with joinder provisions, avoids parallel proceedings on the same facts.
07Can TRW & Co act on both UK and Bangladeshi infrastructure matters?
Yes. Our London office is authorised and regulated by the Solicitors Regulation Authority and advises on English law, while our offices in Dhaka, Chattogram and Sylhet advise on Bangladeshi law. That combination helps Bangladeshi sponsors investing in UK assets, international investors in Bangladeshi projects using English-law documents, and parties enforcing London arbitration awards in Bangladesh. Where higher court advocacy is needed in England, we instruct specialist counsel.
Sources and official materials
- Planning Act 2008 — NSIP regime and development consent orders
- Planning and Infrastructure Act 2025 — 2025 reforms to infrastructure consenting
- Procurement Act 2023 — Public procurement regime from February 2025
- Subsidy Control Act 2022 — UK subsidy control rules
- UK Infrastructure: A 10 Year Strategy — Government infrastructure strategy, June 2025
- PFI Centre of Excellence: public private partnerships — NISTA guidance on PFI management and expiry
- Nuclear Energy (Financing) Act 2022 — Regulated asset base model for nuclear
- Housing Grants, Construction and Regeneration Act 1996 — Construction payment and adjudication
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.