Special Purpose Entities in Megaprojects
Empty Boxes or Real Companies?
Tristano Sainati, School of Civil Engineering, University of Leeds, Leeds, England
Naomi Brookes, School of Civil Engineering, University of Leeds, Leeds, England
Giorgio Locatelli, School of Civil Engineering, University of Leeds, Leeds, England
Megaprojects involve organizations called “Special Purpose Entities” (SPEs) also known as “special purpose vehicles” Despite their relevance, particularly for governance, SPEs are under-investigated. In the project management literature, there is neither a widely accepted definition of SPEs nor a clear understanding of what it does. This article presents an extensive literature review, which considers three domains: legal, financial, and project management. Four outcomes are presented: the definition of SPE, the typology of existing SPEs, comparisons of existing SPEs, and descriptions of SPE uses in megaprojects.
KEYWORDS: Special Purpose Vehicle (SPV); Public Private Partnership (PPP); project finance; megaprojects; governance
Project Management Journal, Vol. 48, No. 2, 55–73
© 2017 by the Project Management Institute
Published online at www.pmi.org/PMJ
Infrastructure megaprojects are large-scale investment projects, which typically cost more than US$1 billion (Merrow, 2011) and are characterized by:
- Vast impacts on the economy, society, and environment (Floricel & Miller, 2001; Invernizzi, Locatelli & Brookes, 2017);
- Long-term commitment: the life cycle persists for several decades (Floricel & Miller, 2001);
- Involvement of public actors, such as governments (Sanderson, 2012; Locatelli et al., 2017);
- Turbulent/dynamic environment (Merrow, 2011);
- Significant risk for the sponsors (Locatelli & Mancini, 2010; Van de Graaf & Sovacool, 2014); and
- Organizational complexity: megaprojects involve hundreds of companies (Aaltonen & Kujala, 2010; Ruuska, Artto, Aaltonen, & Lehtonen, 2009).
Examples of infrastructural megaprojects include long bridges, tunnels, highways, railways, airports, seaports, nuclear plants, and large dams.
Although megaprojects are important for modern economies and societies, they have a history of poor performance (Flyvbjerg, Bruzelius, & Rothengatter, 2003; Locatelli, Mancini, & Romano, 2014; Merrow, 2011). There are explanations for these cases of poor performance—some of these lie on the inherent complexity, difficulty, and uncertainty of the megaproject endeavor; for example, the optimistic bias associated with forecasts (Flyvbjerg, 2006) or the technical uncertainty due to First Of A Kind (FOAK) issues (Locatelli & Mancini, 2012).
Other cases refer to governance challenges at either a strategic or tactical level; for example:
- Strategic misinterpretations of decision makers (Flyvbjerg, 2006);
- Cultural distance and lack of effective collaboration between project stakeholders (Ruuska, Ahola, Artto, Locatelli, & Mancini, 2011); and
- Poor Front End Engineering and Design (FEED) (Samset & Volden, 2015).
Since megaprojects involve several clusters of stakeholders working toward common objectives, the governance problems (e.g., agency problem, high transaction costs, and so forth) are magnified (Merrow, 2011). The research focuses on the governance of megaprojects, considering that improvement in governance would lead to better project performance (Miller, Lessard, Michaud, & Floricel, 2001). The governance is a complex multi-level concept that is based on the institutional theory (Ralf, Shao, & Pemsel, 2016). One way of looking at it is through the leases of contracting; this perspective is grounded on the regulative-governance dealing with formal rules and regulations but also encompasses other aspects of the institutional theory: in other words, normative and socio-cultural (Scott, 2013).
Under the contracting perspective, the different project stakeholders negotiate, agree on, and perform contracts (or other regulative instruments) in accordance with the existing legal and regulatory contexts. This perspective focuses primarily on contracts, which are enforceable mechanisms affecting the project governance in different ways:
- They set common objectives and rules for the contracting parties, which are a subset of project stakeholders (Eskerod, Huemann, & Ringhofer, 2015);
- They define the roles and responsibilities of the contracting parties;
- They allow the sharing or transfer of some project risks; and
- They create the decision-making process of megaprojects.
The contracting perspective also contemplates other types of formal instruments, such as public concessions, licenses, ownership links, financial transactions (e.g., loans), securities, ad hoc companies, and so forth.
One of the formal governance instruments, widely used in megaprojects, is the Special Purpose Entity or Vehicle (SPE/SPV). A formal definition of SPE is a key deliverable of this article. When SPEs are in place, megaprojects are statistically correlated with better schedule and budget performance (Brookes & Locatelli, 2015; Brookes, Locatelli, & Mikic, 2015).
SPEs are important for megaprojects for three main reasons. First, because they play a relevant role in their governance; second, because SPEs are positively correlated with megaproject delivery time and cost (Brookes & Locatelli, 2015; Brookes et al., 2015); and third, because SPEs are widely used in megaproject contracting; (Megaproject Cost Action, 2014) in approximately 50% of cases they are used to regroup the critical megaproject stakeholders; in other words, the client, government, and the main contractor.
In the project management literature, it is difficult to get a clear picture of what an SPE is and what it does. Typically, the term SPE is mentioned in the field of project financing and project partnering or a combination of these, such as the Public Private Partnership (PPP), Private Financing Initiative (PFI), and so forth. Project management researchers have never focused expressively on SPEs; conversely, other knowledge domains have specifically addressed the theme of SPEs—the most important are the legal and financial domains.
Looking at the different knowledge domains, there is neither a single nor widely accepted definition of SPE (Basel Committee on Banking Supervision [BCBS], 2009). SPEs can have several purposes, ranging from fiscal optimization to the construction of infrastructure megaprojects. SPEs can be either mailbox companies (i.e., intangible organizations without people or offices) or large organizations involving hundreds of people. In the past, this ambiguity has caused major problems, including:
- Lack of transparency: In some countries, for example, SPEs are not reported on the balance sheet or other official corporate documents (Schwarcz, 2006; United Nations Economic Commission for Europe [UNECE], 2011);
- Tax optimization: Sometimes SPEs are constituted in low fiscal jurisdictions while their operations (if existing) take place elsewhere (UNECE, 2011). The ambiguity in the definition of SPEs enables companies to take advantage of “gray areas” (BCBS, 2009; Larson, 2008); and
- Ineffective policies: SPEs are difficult to regulate and traditionally occupy a de-regulated field. Several scandals and crises have originated from the misuse of SPEs (e.g., the Enron bankruptcy, the 2008 subprime crisis, and so forth) prompting legislators to issue more appropriate laws (Smith, 2011).
As a result, the SPE is a topic that has attracted the attention of decision makers, policymakers, and academics, specifically in the project management field where explicit knowledge on the topic is very limited and where SPEs can play an important role in determining the governance of megaprojects. This research has laid the foundations for further study on the topic by answering the following research questions (RQs):
- RQ1: What is an SPE?
- RQ2: Which types of SPEs exist?
- RQ3: Why are SPEs used in mega-projects?
The research presents four main outcomes to address these questions:
- Definitions of SPEs (addresses RQ1);
- Typology of existing SPEs (addresses RQ2);
- Comparison of existing SPEs (addresses RQ2); and
- Descriptions of SPE functions in megaprojects (addresses RQ3).
The research challenge lies on the multidisciplinary nature of the SPE topic, specifically with respect to the first research question. For example, the legal, financial, and project management domains conceive the SPEs in different ways and their technical jargon results are quite fragmented. To overcome these challenges, the research is based on an extensive literature review (Saunders, Lewis, & Thornhill, 2015). Consistent with Cooper (1982) and Gruber (1993), the review consists of six main phases: problem formulation, data collection, data evaluation, analysis and interpretation, and public presentation, as presented in Figure 1.
Figure 1: Methodology phases.
Phase 1: Problem Formulation
The problem formulation consists of three research questions:
- RQ1: What is an SPE?
- RQ2: Which types of SPEs exist?
- RQ3: Why are SPEs used in mega-projects?
Phase 2: Data Collection
The research leverages data from international journals, conference papers, books, and reports from national and international organizations (e.g., Basel Council, OECD, national statistic organizations or regulatory authorities). The data collection followed two streams: the first reviews papers (international journals and conferences) and books; the second reviews institutional reports. Journals and books are retrieved from the Scopus and Science Direct databases. The authors selected a set of keywords assembled into search strings, as reported in Table 1.
The institutional documents involve: reports from accounting standard regulators, banking institutions, rating agencies, and other relevant institutions (e.g., advisory firms, such as Pricewa-terhouseCoopers). Preference is given to documents written by established and trustworthy institutions. In summary, the data collected comprises 2,166 journal papers, 1,094 conference papers, 66 books, and 24 reports—for a total of 3,350 documents.
Phase 3: Data Evaluation
The 3,350 documents collected during the second phase were all individually ranked according to four levels of relevance and then coded. Most of the documents collected were out of scope (e.g., special purpose vehicle was understood as a means of transportation), and further screening consistently reduced the number of documents analyzed in detail. Subsequently, the authors ranked the relevance of the documents, considering the title, abstract, and keywords. Consistent with Pittaway, Robertson, Munir, Denyer, and Neely (2004), the ranking was based on a scale from 0 (not relevant) to 3 (highly relevant) and considered: theory robustness, the implications for practice, methodology, data supporting arguments, generalizability, and contribution. Fifty-four documents with a “relevance” of 2 or 3 were scrutinized and then further analyzed (i.e., the whole document) in the following phases (see Appendix 1.
Phase 4: Analysis and Interpretation
To harmonize the knowledge concerning SPEs across the legal, financial, and project management domains, the research adopts the review criteria introduced by Ogawa and Malen (1991) and Randolph (2009). Specifically, a structured coding process is applied to the input documents, providing one or more of the following pieces of information:
|Keywords||Special purpose entit, special purpose vehicle, project financ, structured financ, off sheet fianc, securitization, shell compan|
|Subjects considered||Engineering, business, management and accounting, decision sciences, economics, econometrics and finance||Bank, cash flow, decision support, developing country, energy policy, firm, interest rate, project management, renewable energy, renewable management, risk management, stock market, supply chain, supply chain, sustainable development and World Bank|
|Year of publication||1960–2014|
|Table 1: Search parameters for literature collection (Scopus and Science Direct).|
- Definition of SPE;
- Discussion of specific features attributable to SPEs (e.g., bankruptcy remoteness);
- Specific uses of SPEs (e.g., project finance);
- Problems related to the use or misuse of SPEs (e.g., tax evasion); and
- Examples of SPEs (used for the testing).
Part of this information (1–4) is classified and systematized with a relational database structure (Ritchie, 2002), initially top-down driven (from the existing definitions in the legal and financial domains), and later refined to fit with the variety of input information.
The analysis and interpretation of the input information are contingent on the four outcomes of the research:
- Definitions of SPEs: This is obtained by scrutinizing the database to identify which characteristics are common across the legal, financial, and project management domains. The result of the query was interpreted and generalized to obtain a “universal definition” of an SPE.
- Typology of the existing SPEs: The creation of the database permitted the establishment of ten classifiers, in the forms of SPE features. These are the key database attributes of either the SPE or related entities. For each feature, a list of corresponding values is provided. For example, the classifier “legal characterization” can have the following values (i.e., available types for the given feature): limited liability company, limited liability partnership, mutual found, corporation, and trust. This structure provides a typology enabling the classification of existing types of SPEs.
- Comparison between the existing SPEs: The comparison distinguishes the understanding and the uses of the SPEs in the three knowledge domains analyzed: legal, financial, and project management. The comparison is based on an extensive literature review.
- Descriptions of the SPEs used in megaprojects: The discussion is based on both the extensive literature review and analysis of the types of SPEs involved in the megaprojects.
Phase 5: Testing
The testing process involves some representative examples of SPEs available from the input information. These examples are regrouped around the typical types of SPEs, which are defined for their purposes: Securitization, Project Financing, Public Private Partnerships (PPP), off-balance sheet SPEs, and Leasing SPE. These types provide extensive samples of SPEs, which are used to test the definition and the typology. The testing allowed for refinement of the definition, which generalizes all the examples considered. Conversely, the typology is sufficiently detailed to differentiate among the examples of SPEs in a meaningful way. Appendices 2 and 3 show comparisons between the types of SPEs employed in the testing phase.
Phase 6: Public Presentation
The following sections present the four outcomes of the research in different formats.
The Definition of SPE
Grounded on the body of literature previously presented, the definition of SPE is:
“The Special Purpose Entity is a fenced organization having limited predefined purposes and a legal personality.” The SPE is an organization with three distinctive features:
- It is a fenced entity: The SPE is a “Self-Fenced organization” or “Orphan Entity” with its ownership share settled on a trust (BCBS, 2009; UNECE, 2011). There are legal mechanisms to isolate assets, liabilities, and risks associated with the SPE, which are essential for most of the SPE activities, including: securitization (Fabozzi & Kothari, 2008) and project financing. Another key aspect is the “bankruptcy remoteness” principle, which isolates the SPE from the risk of bankruptcy arising from its originators (Sewell, 2006).
- It has limited and pre-defined purposes: SPEs are instrumental in achieving specific objectives determining their lifetime. Once the SPE performs the predefined purposes, it ceases to exist; for example, it becomes another type of organization (this sometimes happens in PPP megaprojects). In legal terms, the SPEs have “Scope limitations” in accordance with their statutes and contractual provisions (Caselli & Gatti, 2005). Typically, in megaprojects, the “shareholders agreement” sets the predefined purposes.
- It has a legal personality: The SPE is a legally recognized entity (BCBS, 2009). Depending on its jurisdiction, it can assume one of the possible legal forms: trusts, partnerships, limited liability partnerships, corporations, and limited liability companies (BCBS, 2009; Feng, Gramlich, & Gupta, 2009). The legal personality is an essential status to enable the other distinctive features.
SPE Typology: The Three Knowledge Domains
The second main outcome of the research is the typology of the existing SPEs, encompassing the legal, financial, and project management domains.
Figure 2 shows the distinctive features characterizing the SPEs and their typical values (e.g., the feature “legal status” can have the following “values:” Limited Liability Company, and Limited Liability Partnership). Depending on the features, their relative values can be mutually exclusive (i.e., 1—Legal Statues, 2—Lifetime) or not (i.e., all the remaining features).
Figure 2: Typology of the existing SPEs.
The possible combinations of values describe and classify all the types of SPE analyzed. The typology describes a variety of SPEs, ranging from off-balance sheet vehicles to large construction joint ventures.
Adopting the typology, the research compares the SPEs considered by the legal, financial, and project management domains as shown in detail in Appendices 2 and 3.
The SPE in the Legal Domain
The legal domain sees the SPE as an intentional off-balance sheet instrument, which is used to hive off specific businesses from the originator. The domain focuses on the technicalities required to make this operation effective.
Legislators are continuously trying to regulate the evolving applications of SPEs (e.g., securitizations, financial derivate, project financing, and so forth) to maintain sufficient transparency and accountability; however, SPEs have evolved in a deregulated context and their abuse has led to major scandals, such as the bankruptcies of Enron and Lehman Brothers (Smith, 2011).
Following these scandals, legislators intensified efforts to keep the use of the SPE under control. Consequently, regulators introduced specific regulatory frameworks qualifying the SPE directly or indirectly.
Directly, the regulatory frameworks qualify the SPEs according to a list of prescriptive requirements; for example, the SPE can own only a specific class of assets (e.g., real estate) or liabilities (e.g., mortgages), or can perform only specific activities (e.g., issue securities and manage the cash flows).
The regulatory frameworks indirectly qualify the SPE by looking at the perspective of the originator or sponsoring organizations. In some specific circumstances, the investors can avoid consolidating some participated companies, which become indirectly qualified as SPEs.
The SPE in the Financial Domain
In the financial domain, the SPE is a financial vehicle that permits four main types of transactions: securitization, project finance transactions, leasing transactions, and leverage buyouts (Caselli & Gatti, 2005).
The SPEs may vary significantly depending on their original purposes; in other words, risk management and sharing, funding and liquidity, accounting, increasing credit risk, regulatory capital, asset transfer, property investing, other regulatory reasons, and other motivations (BCBS, 2009). SPEs are sometimes “auto-managed” (also known as “autopilot entities”), and a set of sophisticated control rules governs their behavior (De Nederlandsche Bank, 2004).
The SPE in the Project Management Domain
In project management, the SPEs are legal organizations devoted exclusively to performing their contracts, which pre-define their purposes. SPEs are used primarily in megaprojects because their set-up and due diligence are particularly expensive; therefore, SPEs are not legitimated in small projects. There are two main uses for SPEs in megaprojects and they typically overlap:
Project financing is: “the raising of funds on a limited-recourse or nonrecourse basis to finance an economically separable capital investment project in which the providers of the funds look primarily to the cash flow from the project as the source of funds to service their loans and provide the return of and a return on their equity invested in the project” (Finnerty, 2013, p. 1). Project financing provides financial advantages for project shareholders, increasing their capability to raise more capital at a lower cost, which is a fundamental aspect in megaprojects (Finnerty, 2013). Project financing requires a long due diligence and negotiation process at the beginning of the project (i.e., conceptual design, planning). This is necessary, because external financiers want sufficient guarantees to legitimate the increase of leverage and decrease the cost of debt. Risk identification and transfer are the most important aspects; these aspects are addressed by specific contracting mechanism (e.g., off-take contracts) supporting the viability of the project. The SPE is used to isolate the project risks and to create a central point of responsibility.
Project partnering creates synergies among project stakeholders by aligning their interests (Clifton & Duffield, 2006). There are several types of partnerships: PPP, corporate partnership, joint venture, consortium (Grimsey & Lewis, 2007). Table 2 presents the main differences according to two main drivers: duration of the partnership and partnership vehicle. Partnerships in megaprojects often include public and private organizations and are called Public-Private-Partnerships (PPPs). SPEs are therefore the legal entities enabling joint ventures among project stakeholders.
Comparisons Among the Existing SPEs: The Three Knowledge Domains
Table 3 and Figure 3 summarize the differences and similarities among the three knowledge domains: legal, financial, and project management. Appendix 2 provides additional details to enhance the transparency and traceability of the research.
In Table 3, the diagonal identifies the SPE's specific characteristics; the upper triangular describes the similarities between domains; and the lower triangular describes the differences.
The key messages emerging from the analysis presented in Table 3 and Figure 3 are:
- The three knowledge domains focus on different types of SPEs, which is consistent with their differential purposes (as summarized in Figure 3). The legal domain focuses on intentional off-balance sheet SPEs. The financial domain focuses on SPEs supporting advanced financial products and transactions. The project management domain focuses on concessionaire companies, project financing vehicles, and construction joint venture, in megaprojects.
- Some SPE features overlap among the three domains. The most relevant overlap is between the legal and financial domains. Conversely, the SPEs involved in megaprojects are more specific and, in some respects, separate from the other two domains.
- Some types of SPEs considered in project management are well documented in the financial domain, as a specific class of financing vehicles, for example, in project financing. Conversely, the overlap between the project management and legal domains is relatively small.
- The managerial- and organizational-related issues are particularly relevant in the project management domain, although not in the other two domains; in these latter cases, the types of SPEs considered are often virtual companies (typically called, “shell” or “mailbox companies”).
|Duration of the Partnership||Partnership Vehicle|
|Partnership (general meaning)||Either short, medium, or long-term horizons||Can be based on a variety of options: contracts, SPEs, shareholder agreement, other types of agreements, etc.|
|Corporate Partnership/Joint Venture||Medium- or long-term horizon||Usually based on shareholder agreement and/or dedicated companies (i.e., SPE)|
|Project Joint Venture||Short-term horizon (e.g., design of a new product, construction of an infrastructure, etc.)||Usually based on SPEs|
|Public Private Partnership||Short- or medium-term horizon (e.g., the infrastructure lifetime, the concession period, etc.)||Usually based on SPEs|
|Consortium||Usually short-term horizon (e.g., delivery of a project)||Based on two layers of agreements: internal agreement (between the parties involved in the consortium) and external (between the consortium and the external stakeholders, e.g., Client). The consortium doesn't involve dedicated companies (e.g., SPEs), rather involves the join liability that consortium members have in the eyes of the external stakeholders. The extent by which the parties are jointly liable may change depending on the type of consortium and on the legal and contractual frameworks applied.|
|Table 2: Characterization of different types of partnerships.|
The Use of SPEs in Megaprojects
In megaprojects, SPEs are used as alternative contracting instruments. SPEs can substitute multilateral contracts (e.g., consortium), improving the governance of megaprojects.
The three following distinctive features of SPEs provide some advantages compared with the other contracting instruments.
- Like companies, SPEs have legal personality, consequently they can: own assets, hold liabilities, employ people, pay taxes, and so forth. Subsequently, the SPE can also collect, isolate, and distribute project risks. This ability is particularly important and permits, in conjunction with other contracting instruments, the assignment of specific risks and responsibilities to specific project stakeholders. This key reason legitimizes and explains the central role played by SPEs in the governance of megaprojects.
- The SPE has predefined purposes, which are typically reported in their statutes and the shareholder agreement.
While other companies are driven by an evolving strategy, SPEs have fixed purposes and a specific mandate to accomplish. SPEs are devoted exclusively to performing their predefined purposes. These constraints are justified in project finance because they instill confidence in lenders; in other words, their loan is expressly linked to the megaproject and subjected to their strict control according to the rules stated in the shareholder agreement, loan agreement, and the syndicate agreement. This has major implications for the governance of megaprojects. For example, the financial institution appoints a member of the SPE's board of directors with the veto rights for specific and critical decisions.
3. SPEs are fenced entities, which means that its assets cannot be alienated in the case of the bankruptcy of its controlling shareholders. This special status is known as the “bankruptcy remoteness principle.” This feature aims to limit and isolate the risks affecting SPEs; therefore, it is a critical feature enhancing the bankability of the SPEs and consequently of the megaprojects.
|Legal||Legal—The SPE is considered as an intentional off-balance sheet instrument. The domain focuses on the legal provisions addressing the accounting recognition of SPEs. Similarly, in the financial domain, the SPE is usually an empty box registered in tax haven for fiscal optimizations, arbitrages, structured finance, and balance sheet management operations.||SIMILARITIES—The SPE is an off-balance sheet instrument used to isolate (and sometimes hide) risks, assets, and liabilities. The SPE is an empty box, usually in off-shore jurisdictions, with passive or external management. Its lifetime can be either limited or perpetual. Its typical activities encompass: insulation of risk, assets, liabilities or cash flows, risk transfer, sharing and spreading, securitization (assets and liabilities), PF, leasing, factoring, commercial or fake transaction, channeling, retention and exchanging of rights, licenses, permits, channeling cash flows.|| |
SIMILARITIES—The SPEs can be employed as an off-balance sheet vehicle for megaproject investors. For example, the Private Finance Initiative (PFI) involves the SPEs as off-balance sheet vehicles for the public administrations.
Sometimes, the SPE is also used to manage concessions and licenses associated to the infrastructure megaprojects.
|Financial||DIFFERENCES—There are deregulated financial instruments that are legally recognized and not considered by the legal domain. Furthermore, there are classes of financial SPEs that are not off- balance sheet instruments. This is in contrast to the understanding of the legal domain that focuses on accounting recognition of SPE and the associated information disclosure.|| |
Financing—The SPE is considered as a financial vehicle permitting the structured finance transactions (i.e., securitization, PF transactions, leasing transactions, leveraged buyouts)
SPE is a bankruptcy remote entity with low probability of insolvency.
|SIMILARITIES—SPEs are designed for PF. They involve a complex contracting network to secure, to the possible extent the project risk; e.g., off-take agreements, supply agreement, etc. The SPEs are designed to give confidence to the financial institution to make the investment bankable. This requires a long due-diligence and typically allows for increasing the financial leverage (e.g., 80%-90%) of the SPEs.|
Megaproject SPEs don't focus primarily on off-balance sheet related issues, which is the central topic in the legal domain. Megaproject SPEs have a public and clear venue, typically the same jurisdiction where the infrastructure is developed. Sometimes, the jurisdictions are selected because they have “friendly,” and enforceable banking laws (usually common law).
Conversely, the legal domain focuses on the SPEs that are intentionally settled up in jurisdictions with favorable legislation regarding taxes and information disclosure.
|DIFFERENCES—The financial domain considers a wider range of uses for SPEs. Typically, the financing domain focuses on ‘mailbox’ companies that are virtual companies. In such cases, the SPE is auto managed and does not involve physical assets or people (i.e., it is just financing vehicles). By contrast, the megaproject's SPEs enable the partnering of the key SPE's stakeholder by pooling their assets and workers into a joint company.|| |
The megaproject SPEs are physical organizations (with staff, facilities, etc.) with a defined and limited lifetime. Typically, the shareholders are industrial organizations (contractor, utilities) and sometimes public institutions (e.g., PPP).
These SPEs design, deliver, and operate large/megaprojects. The SPEs are used for PF and project partnering.
|Table 3: Comparison between legal, financial, and megaproject domains.|
In summary, together, these three distinctive SPE features enhance the ability to attract external financial resources, align the actors’ interests, stakeholder integration during the life cycle, effective risk sharing, lower taxes, and easier transfer of assets among companies (Basel Committee on Banking Supervision (BCBS), 2009; De Nederlandsche Bank, 2004; OECD, 2008). These abilities are particularly suitable for project finance and project partnering. Conversely, SPE features can lead to certain drawbacks, such as: limiting the flexibility, the tendency to create monopolies, and involve a longer due diligence and negotiation process (Finnerty, 2013).
Table 4 summarizes the main abilities and drawbacks associated with the adoption of SPEs in megaprojects.
SPEs are often used to design, deliver, finance, and operate infrastructural mega-projects. Their relevance lies in the ability to attract finances, manage the risks, and shape the governance of the megaproject.
Figure 3: Knowledge domain sets associated with the SPE and defining characteristics.
|Advantages||Ability to Attract External Financial Resources||SPE groups and share stakeholders’ capabilities and risks. Since the SPE is an external and self-fenced entity, all risks exogenous to the project are reduced (e.g., bankruptcy of a project stakeholder). This enable SPEs to increase the debt at a reasonably low cost (Finnerty, 2013).|
|Alignment of Actor's Interests||SPEs are designed to provide a comprehensive scheme of incentives affecting relevant project stakeholders (i.e., shareholders, critical contractors, etc.). The contracting schemes involving the SPEs enable better alignment of stakeholder interests (Clifton & Duffield, 2006; Nisar, 2013).|
|Stakeholder Integration During the Life Cycle||SPEs are coupled with the infrastructure that designs, delivers, and operates. SPEs extend the stakeholders commitment in the project to more phases. (Clifton & Duffield, 2006; Nisar, 2013).|
|Effective Risk Sharing||Using SPEs, the project risks are shared depending on the stakeholders’ ability to influence them. This principle enables a better performance in terms of risk sharing (Grimsey & Lewis, 2002).|
|Lower Taxes||The SPE corporate structure enables fiscal advantages in several countries (BCBS, 2009).|
|Easier Transfer of Assets Among Companies||SPE enables higher flexibility in the transfer of assets among companies. All assets available in the SPE can be transferred by relocating the control of the SPE, i.e., by transferring SPE shares among companies (OECD, 2008)|
|Disadvantages||Limit Flexibility||Longer stakeholder commitment to the infrastructure has the downside of lower flexibility. Generally, lower flexibility takes the forms of: longer amortization time, rigid off-take contract conditions, etc. (Viegas, 2010), (Medda, Carbonaro, & Davis, 2013)|
|Creation of Monopoly||PPP projects exploit the SPE approach. The public issues special provisions in favor of the private partners (e.g., off-take contracts, special regulations, etc.). This framework increases the barrier to entering into the private business; in most cases, this leads to monopolies (Demirag, Khadaroo, Stapleton, & Stevenson, 2011).|
|Longer Negotiation Process||SPEs require longer time for due diligence and negotiation process at the beginning of the project. These activities are time and cost consuming (Finnerty, 2013).|
|Uncertain (depends on the case)||Lower/Higher Transaction Cost||The treatment of transaction costs in SPEs is controversial. In some scenarios, SPEs enable lower transaction costs (e.g., because of the better cooperation among project stakeholders); in others. the opposite occurs (e.g., because of the longer due diligence and negotiation process) (Finnerty, 2013; Nisar, 2013).|
|Table 4: Advantages and disadvantages of SPEs in megaprojects.|
However, despite being extremely relevant to megaprojects, SPEs are under-investigated in project management; specifically, it is not clear how to design SPEs to deliver successful megaprojects. This article sets the background for a new research stream by bringing together the scattered knowledge that exists on SPEs in a “project management-friendly article.” Four main outcomes are presented: the definitions of SPEs, the typology of existing SPEs, comparisons of existing SPEs, and a description of SPE use in megaprojects.
First, SPEs do not have a uniform definition across the legal, financial, and project management domains. Behind the acronym “SPE” exists a wide range of companies, ranging from virtual organizations, such as mailbox companies, to large construction joint ventures for infrastructure megaprojects. This research provides a general definition of SPE, which is consistent with all domains considered.
Second, ten main features differentiate the existing types of SPEs from one another: legal status, lifetime, purposes, activities, capabilities assets and liabilities, financial structure, risk characterization, ownership and control, reporting and accounting, and venue. For each of these features, the research identifies a list of possible values; their combination allows the different types to be represented and for SPEs to be classified.
Third, the research presents a comparison of the types of SPEs prevalently described in the legal, financial, and project management domains.
The legal domain views SPEs mostly as off-balance sheet instruments enabling tax optimization and balance sheet management. Typically, SPEs are considered as mailbox companies; in other words, an empty box or virtual company without staff and physical venue.
The financial domain focuses on advanced financial products and transactions, which involve the SPE (usually a mailbox company) functioning as a financial vehicle able to isolate and channel financial assets and cash flows.
The project management domain focuses on SPEs owning physical assets, employing people, and undertaking activities, including design, construction, financing, and operating infrastructure megaprojects.
Fourth, the research further specifies the use of SPEs in megaprojects. The SPEs enable resources and capabilities from different project stakeholders to be assembled. In project financing, the SPEs are used for risk management purposes and are typically associated with vast debt in conjunction with off-take contracts or concessions, which are necessary to securing revenue streams.
A megaproject often involves a wide range of SPEs at the same time: some well-staffed SPEs and other mailbox SPEs permit fiscal and financial optimization. Even in such a complex network of SPEs and contracts, there are SPEs that are more critical than others because they retain most of the assets or determine the governance of the megaproject. These critical SPEs manage the project resources and risks and their governance becomes the governance of the megaproject itself. For this reason, SPEs are so important for megaprojects and deserve further investigation to fully clarify their role, specifically in the following areas:
- The existing mechanisms by which SPEs determine the governance of megaprojects;
- SPE ability to align and coordinate critical project stakeholders;
- The barriers and preconditions limiting the use of SPEs; and
- The potential threats associated with the misuse of SPEs in megaprojects.
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Tristano Sainati is a Graduate Assistant at the School of Civil Engineering, University of Leeds, West Yorkshire, United Kingdom. His PhD research is about contracting in large energy infrastructure, specifically the effective design and delivery of megaprojects (energy infrastructure) through Special Purpose Entities/Special Purpose Vehicles (SPEs/ SPVs). A second research stream Tristano is working on is about licensing and contracting in the nuclear sector. Before joining the University of Leeds, he was a module leader of project management at the University of Lincoln, Lincoln, United Kingdom (2013–2015) and research fellow at the Politecnico di Milano, Milan, Italy (2012–2013). In 2011, Tristano earned his master's degree in Project Management and Finance at Politecnico di Milano; in 2007, he graduated with a degree in Industrial Engineering and Management from the same school. He can be contacted at firstname.lastname@example.org
Naomi Brookes, PhD, holds a Visiting Chair in Complex Project Management in the School of Civil Engineering in the University of Leeds, West Yorkshire, United Kingdom and is the CEO of Projektlernen, Whitbourne, Worcester, United Kingdom, an organization that specializes in enabling cross project learning. She has an extensive research background in the management of complex infrastructural projects and was the Action Chair of a European Union funded project entitled MEGAPROJECT, which brought together a network of over 80 researchers from across the European Union. Naomi has given invited presentations on megaproject management in countries as diverse as Serbia, Croatia, the Netherlands, Germany, Spain, Turkey, the United Arab Emirates, and China. In March of 2016 she was invited to join the World Economic Forum's CEO council on Transformational Megaprojects. She can be contacted at email@example.com
Giorgio Locatelli, PhD, is a Lecturer of Infrastructure Procurement and Management at the University of Leeds, West Yorkshire, United Kingdom. He has Bachelor's and Master of Science degrees in mechanical engineering (2006) and a PhD in industrial engineering, economics, and management from the Politecnico di Milano (Italy) (2010). His research is about project management in infrastructure/ megaprojects, with a focus on cost-benefit analysis, risk management, stakeholders, governance and temporary organizations, and modularization. His specific areas of interest are nuclear construction and decommissioning projects, small modular reactors, cogeneration and energy storage. Giorgio also works as a consultant and visiting academic for several institutions. He is the author of more than 90 international publications. He is a chartered engineer and a fellow of the Higher Education Academy. He can be contacted at firstname.lastname@example.org
|Source||Knowledge Domain—Specific Topic|
|(Dominion Bond Rating Service, 2014)||Legal, structured finance|
|(International Accounting Standards Board (IASB)-Standard Interpretations Committee (SIC), 2009)||Legal, accounting|
|(Ketz, 2003)||Legal-finance, risk, and accounting|
|(Kollruss, 2012)||Legal, tax structuring|
|(Lander & Auger, 2008).||Legal-finance, accounting|
|(Larson, 2008)||Legal, accounting|
|(Larson, 2002)||Legal, accounting|
|(Larson & Herz, 2013)||Legal, accounting|
|(PricewaterhouseCoopers, 2011)||Legal-finance, structured finance, and accounting|
|(Schipper & Yohn, 2007)||Legal-finance, asset transfer|
|(Schwarcz, 2012)||Legal-finance, accounting|
|(Scott, 2003)||Legal-finance, structured finance, and accounting|
|(Standard & Poor's, 2003)||Legal, structured finance|
|(UNECE, 2011)||Legal-finance, accounting|
|(Vinter & Price, 2006)||Legal-finance-management, project finance|
|(BCBS, 2009)||Finance, types of SPEs|
|(Baudistel, 2013).||Finance, bankruptcy remoteness principle|
|(Bluhm & Overbeck, 2006)||Finance, structured finance|
|(Bruyere, Copinot, Fery, Jaeck, & Spitz, 2006)||Finance, structured financial derivates|
|(Caselli & Gatti, 2005)||Finance, structured finance|
|(Fabozzi et al., 2008)||Finance, securitization|
|(Feng et al., 2009)||Finance|
|(Finnerty, 2013)||Finance, securitization|
|(Gorton & Souleles, 2007)||Finance, securitization|
|(Kobayashi & Osano, 2012)||Finance, structured finance|
|(Krebsz, 2011)||Finance, securitization|
|(Lakicevic, Shachmurove, & Vulanovic, 2014)||Finance, leverage buyouts|
|(Leland, 2007)||Finance, structured finance|
|(Lemmon, Liu, Mao, & Nini, 2014)||Finance, securitization|
|(Yescombe, 2013)||Finance, project finance|
|(Akbiyikli, 2013)||Megaproject, project finance|
|(Akintoye & Beck, 2009)||Megaproject, PPP|
|(Akintoye, Beck, & Hardcastle, 2008)||Megaproject, PPP|
|(Brealey, Cooper, & Habib, 1996)||Megaproject-finance, project finance|
|(Cartlidge, 2006)||Megaproject, PPP|
|(Chowdhury, Chen, & Tiong, 2012)||Megaproject-finance, project finance|
|(Corielli, Gatti, & Steffanoni, 2010)||Megaproject-finance, PPP, and project finance|
|(Demirag, Khadaroo, Stapleton, & Stevenson, 2011)||Megaproject-finance, project finance|
|(Farrell, 2012)||Megaproject, PPP|
|(Gemson, Gautami, & Thillai Rajan, 2012)||Megaproject-finance, project finance|
|(Grimsey & Lewis, 2007)||Megaproject, PPP, and project finance|
|(Grimsey & Lewis, 2005)||Megaproject, PPP|
|(Grimsey & Lewis, 2002).||Megaproject, PPP|
|(Hodge & Greve, 2005)||Megaproject, PPP|
|(Ismail & Hassan, 2011)||Megaproject, project finance|
|(Li, Akintoye, Edwards, & Hardcastle, 2005)||Megaproject, PPP, and project finance|
|(Meunier & Quinet, 2010)||Megaproject, PPP|
|(Nevitt & Fabozzi, 2000)||Megaproject-finance, project finance|
|(Nisar, 2013)||Megaproject, PPP|
|(Shi, Onishi, & Kobayashi, 2007)||Megaproject-finance, PPP|
|(Smyth & Edkins, 2007)||Megaproject, PPP|
|(Tang, Shen, & Cheng, 2010)||Megaproject, PPP|
|(van Marrewijk, Clegg, Pitsis, & Veenswijk, 2008)||Megaproject, PPP|
|Table 5: Key documents.|
Table 6: Comparisons between the SPEs described by the legal, financial, and project management domains.
Table 7: Comparisons among the five main types of SPEs.