Interview with James Wilson, Head of Equity Unit, Legal at EBRD
What types of EBRD investments are most common in the CEE/SEE region?
We can make every type of private sector equity and equity fund investment, but investments in state-owned enterprises are not permitted, except in limited circumstances. Unlike some other IFIs, the EBRD can also make direct investments in publicly listed shares. The EBRD is always a minority investor because we are required by our founding treaty not to take controlling equity stakes.
Currently, within our direct equity portfolio in CEE, there are more digital and renewable energy investments as these align with the EBRD’s current strategic priorities. Poland and Romania remain key jurisdictions for our equity investments in CEE, and we anticipate that the number of future investments in Greece and the Czech Republic will decline as they cease to be EBRD countries of operation at the end of 2025 and in March 2026, respectively.
Our funds’ portfolio has increased the number of larger infrastructure fund investments and has made new investments in Ukrainian funds.
What are the principal legal challenges for equity investments in the CEE/SEE region from the EBRD’s perspective?
As a development bank, a key issue for the EBRD in our CEE equity investments is finding the right balance between the impact we make and ensuring that all our investments are on market terms. For example, we usually obtain rights to co-invest alongside the private equity funds in which we invest. If we simply want to maximise these opportunities in our portfolio, we always use structures that allow us to co-invest in the quickest possible time using the private equity manager to manage our direct stake with no direct rights against the investee company.
However, we can also add some impact through our direct stake (e.g. by having an EBRD nominee director on the Board) and use a co-investment structure where the EBRD has separate rights from the fund with which we are co-investing. Although the latter type of structure is more difficult and takes more time to negotiate, we have many examples of both types in our portfolio. The extent to which we should seek direct EBRD impact and separate ourselves from the co-investing fund is often discussed internally. It usually depends on the value of the specific impact that the EBRD could make, the relationship with the fund manager, whether there are others co-investing and, of course, the time period of the co-investment opportunity. In our experience, when we invest separately and take some “control” rights against the company, we also have to be mindful that this can require the EBRD itself to make anti-trust or FDI filings, which can cause structural or timing difficulties.
In March 2024, a new Equity Unit within the Office of the General Counsel (OGC) of the EBRD was formed with you as its head. What was the reason for this decision?
I came to the EBRD over 20 years ago with a background in M&A and private equity fundraising, while most lawyers who join the EBRD’s banking operations have a debt finance background. Traditionally, OGC teams have been organised with some geographic focus (where we have lawyers working in the region), but any lawyer can apply to work on any EBRD transaction. OGC managers allocate lawyers to projects once a week based on who has volunteered and the best individual fit.
About 12 years ago, a decision was taken to enhance the EBRD’s equity capabilities. Our banking teams were reorganised with a new, separate and enlarged direct equity team, including a new MD for equity and equity funds. Other teams, like Risk, formed a separate Equity Risk team around the same time. When I was the EBRD country lawyer for Ukraine from 2006 to 2012, I had more of a debt focus. But since then, I have gravitated back more and more to the Bank’s equity business.
In the last few years, some more specialised roles have been created in OGC banking. We introduced lead counsel positions for OGC lawyers leading a specific sector or product. This particularly aligned with what I wanted to do within OGC. I was the first lead counsel for equity funds, then equity, and my role was extended in March 2024 to become a specialised Head of Unit position.
How has the Equity Unit evolved since then?
The Unit started as a team of five counsels, including me, plus one full-time and one half-time associate counsel. Everyone in the Unit had experience, either in equity funds or direct equity investments, or both – and we needed it because 2024 was a record year for the EBRD in terms of the volume of transactions. All equity fund transactions and most of the direct equity transactions are done by the Unit.
We also have several M&A experts outside the Unit. As before, they continue to advise on EBRD direct investments and, when they do, they tend to check in with the Equity Unit in case of any equity questions and to tell us about any novel or interesting features. In this way, the Equity Unit is intended to operate like a centre for legal excellence in all matters relating to equity.
We have grown – first, when one of our associates became full time at the start of 2025, and then last September, when we recruited two new associates. We will gain one more counsel experienced in funds at the start of 2026 to help with a large increase in the volume of equity funds and other EBRD transactions using fund structures. The Equity Unit now comprises a team of eight: six counsels and two associates.
What lessons have you learned from the experience?
I have learned a huge amount in two main areas.
First, from my colleagues in the Unit who are very experienced and talented equity and equity fund lawyers, each with complementary areas of expertise where they are more experienced than me. We come from different countries and equity or funds practices. I really enjoy working very closely with all of them and feel very accountable to them, to the OGC and to the EBRD equity practices we support.
Second, I have learned that “alignment” is not just something we should seek when we are negotiating our equity and equity fund investments. It is also very important when we are developing working relationships within the Equity Unit, and in working with other EBRD departments or external parties. It has been a very intensive couple of years, especially in terms of workload, but I am proud at how the Equity Unit has delivered by supporting each other, the OGC and the EBRD equity practice.
What benefits do you see from having equity specialisation within the EBRD OGC?
The main benefit from specialisation is that the Equity Unit is closer to the EBRD equity business, and we are closer as a team, united by our work on EBRD equity investments. But I wouldn’t be in favour of all of OGC Banking being split artificially into specialised teams. In my view, it has worked as a special case in the Equity Unit because everyone in the Unit remains enthusiastic about working with a focus on equity, which is already recognised as a separate OGC practice area within many other DFIs and IFIs. I also believe that there is real value in OGC lawyers being able to volunteer for transactions outside their own specialisation or field of experience – including Equity Unit lawyers being able to volunteer for EBRD debt transactions.
