This article considers how UK investors taking minority stakes in Iraqi infrastructure projects should define information rights before committing capital. A minority stake can give economic exposure without control over the records needed to assess it. An investor receiving periodic financial statements may still be unable to verify project costs, related-party payments or compliance with the concession, so information rights need attention alongside the company’s legal structure and project obligations.
Iraq has no dedicated PPP statute. The Companies Law No. 21 of 1997 and Civil Code No. 40 of 1951, as amended, provide the corporate and contractual framework alongside the project agreements. The Investment Law No. 13 of 2006, the Public Contracts Implementation Instructions No. 1 of 2025 and, where relevant, the Investment and Partnership Instructions No. 1 of 2024, together with sector requirements, may affect what can be disclosed and to whom.
Statutory rights and negotiated access
The information available under the Companies Law depends on the company form and the shareholder’s position. Shareholders generally have rights to receive annual accounts and reports and to participate in general assemblies, but these may not provide timely operational information. A minority investor should identify statutory rights first and then negotiate additional contractual protections consistent with the articles and mandatory law.
Review of corporate governance in Iraq should establish which entity must provide the information and who controls the records. An undertaking from the majority shareholder may not be enough where the project company, operator or EPC contractor holds the documents and has not accepted a corresponding obligation.
Information needed for the investment
The scope should reflect the investor’s real exposure. Financial reporting should be supported by budgets, financing compliance certificates, material contracts and notices from the public counterparty. Information on disputes, variations and related-party dealings is especially important where these affect distributions or future funding calls.
Reporting provisions should distinguish routine information from event-driven notice. An annual report arrives too late to evaluate a default notice or urgent cash call, so the agreement should require timely disclosure of defined events, such as notices of breach, suspension of payments by the authority or regulatory investigations, with access to supporting documents and realistic delivery mechanisms.
Confidentiality and third-party restrictions
The project company may owe confidentiality obligations to lenders, contractors or the public authority, which should be reviewed before an investor is promised unrestricted access. A shareholders’ agreement does not override a concession restriction or create a right to government-held records.
For public-sector projects in Iraq, disclosure arrangements should accommodate security or approval requirements. Controlled data rooms, confidentiality undertakings and redaction may resolve some concerns. Where a restriction prevents meaningful review, the investor should understand that before investing, not discover it when a request is refused.
Verification and remedies
Access rights should allow information to be checked, particularly where the investor cannot direct management. This may include inspection of records, meetings with responsible staff or review by an independent accountant or engineer, with agreed cost, frequency and safeguards.
Consequences of non-compliance should be considered carefully. Notice and cure procedures may be appropriate, but remedies must be assessed against Iraqi law, financing obligations and the investor’s funding commitments. Withholding a committed capital contribution may itself be a breach unless the documents expressly allow it, so any suspension right should be negotiated with clear conditions.
Board representation and its limits
A board seat can provide valuable insight, but a director receives information for corporate purposes and owes duties to the company under the Companies Law. Onward disclosure to the appointing shareholder may require its own legal basis, particularly where information is confidential to lenders or the public authority. Investors should not rely on a board seat as a substitute for contractual information rights.
Exit and transfer rights
Information rights also matter on exit. A minority investor wishing to sell will need to give potential buyers access to project information, which may require consent from the company, other shareholders or the public authority. Shareholders’ agreements should address disclosure to bona fide purchasers under confidentiality, and the investor should check whether the concession restricts changes in ownership, as the authority’s consent may be needed for the transfer itself.
Investors should also consider information rights during construction separately from those during operation. Construction-phase risks, such as contractor claims, delays and cost overruns, require more frequent and detailed reporting than a stable operating asset. Shareholders’ agreements can provide for enhanced reporting until commercial operation, followed by a lighter regime once the project is performing, which balances the investor’s needs with the company’s administrative capacity.
Conclusion & how Etihad Law Firm can help
Information rights should give a minority investor a practical way to understand project risk throughout the life of the investment, not only at entry.
As Iraq public private partnership lawyers for British companies, Etihad Law Firm conducts project due diligence, negotiates shareholders’ agreements and reporting provisions, and advises on governance and confidentiality constraints, helping investors make informed decisions about further capital and continuing participation.