The Invoice That Travels Further Than the Advice

Picture this. A Chambers Global-ranked local counsel firm in an African jurisdiction receives instructions from a Magic Circle firm on a cross-border infrastructure mandate. The local team delivers — opinions filed, regulatory consents obtained, court filings executed on time and to standard. The transaction closes. Then begins a different kind of wait.

The international firm invoices the end client. The client's legal department routes the invoice through procurement. Procurement routes it to finance. Finance schedules approval for the next billing cycle. The international firm collects. Then — and only then — does the local counsel receive payment. By that point, the work may have been delivered six, eight, or twelve months ago.

This is not an exceptional scenario in African legal markets. It is the default. And it carries consequences that reach well beyond any single firm's balance sheet.

A Structural Problem, Not a Relationship Problem

The relationship between international law firms and African local counsel is, at its best, genuinely collaborative. Firms including Clifford Chance, Latham & Watkins, and Herbert Smith Freehills have each built dedicated Africa practice groups and publicly committed to deep, long-term working relationships with local firms on the continent. Clifford Chance, for example, maintains a dedicated African Counsel Initiative and an Africa Academy providing training to the African firms with which it regularly works. The intent, across the sector, is partnership.

The problem is not one of intent. It is structural. The payment chain in cross-border mandates is long, and local counsel occupy its furthest position. Institutional end clients often require invoices to pass through multiple internal approval layers — legal, finance, and procurement — before payment is authorised, a process that is particularly slow where invoice amounts are substantial or where discrepancies require resolution. Each approval layer adds days. Across a complex transaction, those days accumulate into months.

Meanwhile, the local firm continues operating. Staff are paid. Disbursements are advanced. Office costs continue. According to BigHand's 2026 Annual Law Firm Finance Report — based on responses from more than 800 senior finance and legal leaders across North America, the UK, and Ireland — 50% of law firms now identify aged work-in-progress (WIP) as the primary driver of cash-flow pressure, up from 32% the previous year, and cash flow has overtaken profitability as the number one financial concern across the sector. This is a global pattern. For African local counsel firms, where the cost of credit is higher and working capital reserves thinner, the same dynamic carries a disproportionate operational impact.

The Bargaining Power Gap

Cash flow is one dimension of the problem. Bargaining power is the other — and the two are directly connected.

International firms control the client relationship. They set the terms of the engagement. They determine how local counsel fees are packaged and presented to the end client. Local counsel, particularly in markets where the pool of Chambers-ranked firms is limited, face a genuine tension: negotiate commercially appropriate terms and risk losing an instruction to a competing firm willing to accept worse conditions, or absorb sub-optimal arrangements to preserve the relationship.

The result, in practice, is that many local counsel firms across Africa accept payment timelines, rate structures, and billing arrangements they would not accept from a domestic client of equivalent scale. This creates a market-wide pattern in which the firms carrying the greatest local-law risk, regulatory exposure, and jurisdictional expertise are the ones with the least commercial security in the arrangement.

The international framework governing this relationship offers limited structural protection. The IBA International Code of Ethics — which applies to all lawyers engaged in international practice, including those instructing into African jurisdictions — does establish a foundational principle: lawyers who engage a foreign colleague to advise on a case or cooperate in handling it are responsible for the payment of that colleague's charges, except where there has been express agreement to the contrary. This is a meaningful principle of instructing firm responsibility. However, the IBA Code does not regulate the timing of payment, the structure of billing arrangements, or minimum standards for retainers and milestones. It is a soft-law instrument with no enforcement mechanism in commercial disputes between law firms. Beyond it, no pan-African instrument — and no specific IBA framework directed at Africa — currently fills that gap.

In the absence of a binding standard, commercial terms default to whatever the instructing party imposes, and local counsel are rarely in a position to push back effectively at the point of instruction.

The Africa Dispute Finance Context

It is worth understanding the broader financial landscape in which African local counsel operate. In April 2022, the Africa Arbitration Academy published its Survey on Costs and Disputes Funding in Africa — the first Africa-wide empirical study of its kind, supported by the African Legal Support Facility and drawing on responses from 25 African jurisdictions. The survey found that counsel fees and the duration of proceedings are the two primary factors driving up arbitration costs across the continent. It also found a significant and growing appetite for alternative funding mechanisms: third-party funding was identified by 31% of respondents as their preferred option when financial capacity to pursue a claim was constrained, while contingency fee arrangements were cited by 24%.

This data matters because it confirms that the financial constraints facing African legal practitioners — whether as counsel to parties or as local counsel instructed by international firms — are structural features of the market, not isolated incidents. The ecosystem is actively developing mechanisms to address these constraints. The payment terms governing local counsel engagements should be part of that conversation.

Seven Practical Solutions

This is a solvable problem. The following mechanisms are available to local counsel and international firms who want to build arrangements that work commercially on both sides.

1. Milestone-based payment structures. Rather than a single invoice at the close of a matter, payment should be tied to defined stages of work: engagement letter signing, delivery of initial opinion or report, completion of regulatory filings, transaction close. This distributes cash flow across the life of a mandate and materially reduces the financial exposure carried by the local firm through a long engagement.

2. Upfront retainers. The IBA Code of Ethics itself recognises that lawyers may require a deposit to cover their expenses, calibrated to estimated charges, probable expenses, and labour required. An opening retainer of 30 to 50 per cent of estimated fees is a commercially reasonable and ethically grounded position that most international firms will accept when proposed clearly at the outset of an engagement.

3. Monthly invoicing as a default term. For matters extending across multiple months, monthly billing should be a standard engagement term, not an exception requiring negotiation. The BigHand data confirms that firms which bill promptly and consistently are materially better positioned for cash flow; the longer work sits unbilled, the lower the probability of timely collection. This principle applies equally to local counsel in African markets.

4. Separate and prompt disbursement billing. Out-of-pocket disbursements — court fees, regulatory filing fees, translation costs, expert fees — should be billed promptly as they arise, on a pass-through basis, and not pooled with professional fees for collective invoicing at the end of a matter. A disbursement schedule agreed in the engagement letter at the outset resolves this cleanly and avoids the situation where a local firm has financed months of transaction costs from its own working capital.

5. Robust engagement letters with express payment provisions. The engagement letter is the most powerful instrument available to local counsel at the outset of a relationship. It should specify the billing cycle, the payment period (ideally not exceeding 30 days from invoice), the treatment of disbursements, any provisions for suspension of services in the event of non-payment, and the governing law of the fee arrangement itself. Terms that are not agreed at instruction stage are rarely agreed at invoice stage.

6. Panel framework agreements. For local firms that receive repeat instructions from the same international firm, standing panel terms that govern all matters — including payment defaults, billing cycles, and retainer requirements — remove the need to renegotiate on each new instruction. This embeds commercial clarity into the relationship and elevates the local firm's position from transactional vendor to standing strategic partner.

7. Selective engagement with dispute finance instruments. While third-party funding and litigation finance instruments are primarily designed to support parties pursuing claims rather than counsel managing cash flow, familiarity with the funding landscape supports practical conversations with international firms about how the overall cost burden of complex mandates is structured. As the Africa Arbitration Academy's survey data confirms, the availability and use of these mechanisms is growing across the continent, and African practitioners should engage with them proactively.

What This Means for the African Legal Market

The commercial health of African local counsel firms is not a niche concern. It is a market infrastructure question.

International law firms operating in Africa depend on the quality, availability, and institutional stability of local counsel to deliver advice to their clients. Multiple studies of international commercial arbitration confirm that legal fees — including local counsel fees — constitute the overwhelming majority of total dispute costs, with arbitral institution and tribunal fees accounting for only 10 to 15 per cent. Local counsel carry a disproportionate share of the substantive legal risk and jurisdictional expertise that makes cross-border African mandates viable. An ecosystem weakened by chronic cash flow pressure and asymmetric commercial arrangements is a less effective partner for international practice — and a less reliable foundation for the foreign investment flows that Africa's reconstruction and development agenda demands.

Chambers Global-ranked firms, in particular, carry institutional reputational weight that takes years to build and that is not replicated by newer or less specialised practices. Commercial arrangements should reflect that. Rate adequacy, payment security, and billing discipline are not demands that destabilise relationships with international firms. They are the conditions under which those relationships deliver sustained value on both sides — and the conditions under which African legal markets can develop the depth of expertise that cross-border investment genuinely requires.

A Practitioner's Perspective

At SCLO, we have navigated these arrangements across more than 20 years of cross-border mandates — from major energy arbitrations and infrastructure BOT projects to regulatory advisory work and investment transactions for multinational clients operating in and out of Sudan. The principles set out above are not theoretical. They reflect the commercial framework within which we operate and the standards we apply to our own engagements.

The Sudanese Commercial Law Office has been continuously ranked by Chambers Global since 2013. We welcome conversations with international law firms, foreign investors, and multinational companies who are committed to building Africa-focused legal partnerships on terms that are commercially rigorous, clearly structured, and mutually sustainable.

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Disclaimer

This publication is provided for general informational purposes only and does not constitute legal advice. The content offers a general overview of the relevant legal framework and should not be relied upon as a substitute for specific legal advice tailored to particular facts or transactions.

If you require advice on any matter relating to Sudanese law, mining regulation, or foreign investment in Sudan, please contact Sudanese Commercial Law Office (SCLO) for professional assistance.

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