REQUEST FOR APPLICATIONS (RFA)

FOR TRAINING OF COMMERCIAL COURT JUDGES ON IMPLEMENTATION OF THE NEW COMPANY LAW

Issuance Date: December 12, 2011
Deadline for Receipt of Questions: December 21, 2011 by 24:00 hours CET
Closing Date/Time for Submission of Applications:December 28, 2011 by 24:00 hours CET

SUBJECT: Request for Applications (RFA) Number: RFA-2011-07

The USAID Business Enabling Project in Serbia (Project), a United States Agency for International Development (USAID)-funded contract implemented by Cardno Emerging Markets USA, Ltd., is seeking applications from qualified, legally registered US, Serbian, or a third country non-profit, for-profit, and non-governmental organizations (NGOs) for a grant to develop curriculum and train judges of commercial courts of the Republic of Serbia on implementation of the new Company Law of the Republic of Serbia (2011). Organizations are encouraged to form consortia to provide relevant trainings.

The Successful Applicant will be responsible for ensuring achievement of specified grant objectives.

This RFA consists of the following sections:

  • Section 1 – Funding Opportunity Description
  • Section 2 – Award Information
  • Section 3 – Eligibility Information
  • Section 4 – Application and Submission Information
  • Section 5 – Application Review Information
  • Section 6 – Award and Administration Information
  • Section 7 – Annexes

Pursuant to 22 CFR 226.81, it is USAID policy not to award profit under assistance instruments. However, all reasonable, allocable and allowable expenses, both direct and indirect, which are related to the grant activity and are in accordance with applicable cost standards (22 CFR 226, OMB Circular A-122 for non-profit organizations, the Federal Acquisition Regulation (FAR) Part 31 for for-profit organizations, and OMB Circular A-21 for educational institutions), may be paid under the Award.

Subject to the availability of funds, the Project intends to provide up to 1,700,000 RSD (Serbian dinars) in total funding to be allocated over a six month period.

The Project reserves the right to fund any or none of the applications submitted. Issuance of this RFA does not constitute an award commitment on the part of the Project, nor does it commit the Project to pay for costs incurred in the preparation and submission of an application. Further, the Project reserves the right to reject any or all applications received if such action is considered to be in the best interest of the US Government. Applications are submitted at the risk of the Applicant; should circumstances prevent making an award, all preparation and submission costs are at the Applicant’s expense.
Organizations are strongly encouraged to form consortia to prepare responsive applications to this RFA.  A consortium should be represented by a prime applicant that will submit the application on behalf of the consortium.

Applicants should submit any questions concerning this RFA in writing, electronically, via email to grants@bep.rs. The deadline for receipt of requests for clarifications/explanations is December 21, 2011, by is 24:00 hours Local Belgrade Time. No questions will be accepted after this date.

Applicants should submit applications in writing to: Zorana Gajic, electronically, via email at grants@bep.rs. The Closing Date for submission of applications is December 28, 2011, and the Closing Time for Submission of Applications is 24:00 hours Local Belgrade Time. Late applications will not be considered.

 

Section 1 – Funding Opportunity Description

A. Background

The United States Agency for International Development (USAID) has awarded a contract to Cardno Emerging Markets USA, Ltd. (formerly Emerging Markets Group, Ltd.) for the USAID Business Enabling Project in Serbia. The purpose of the Business Enabling Project is to help the Government of Serbia (GoS) improve the competitiveness of the Serbian economy and its private sector businesses. The overall objective is to assist GoS policy makers, business representatives, experts, and others to improve the business enabling environment and macroeconomic framework. The Project provides technical assistance and training to improve the business enabling environment, support macroeconomic stability, further develop financial markets, and improve and increase business and financial management capacities within government and business. The Business Enabling Project is made up of three components:

  1. Component 1 – Business Regulation and Economic Governance: Assist Serbia to improve its business regulation and economic governance, particularly in those areas where it performs poorly in international competitiveness and business environment rankings, so that it can better stimulate private sector growth and development and attract more foreign and domestic investment resources.

  2. Component 2 – Macroeconomic Policy and Public Financial Management: Assist the GoS and the National Bank of Serbia to improve macroeconomic policy, public financial management, and financial stability. Support efforts to improve GoS capacity to develop and implement fiscal policy.

  3. Component 3 – Financial Market Development: Support means to increase access to finance, including development of non bank financial institutions. Also, support the development of Serbia’s capital markets through improvements in market governance, accounting and disclosure standards. Support Serbia in its efforts to reform accounting and audit standards and practices and assist it in implementing those reforms.

The Project’s activities are described in more detail on Project’s website: http://www.bep.rs

To accomplish reforms in each of these areas the Project helps the Government of Serbia work closely with the private sector and outside experts to make reforms that improve business competitiveness.

In 2011, the Parliament of the Republic of Serbia enacted the new Company Law, which will become effective as of February 1, 2012. The new Company Law contains new legal institutions and solutions, which should lead to better corporate governance and more economic efficiency in the Serbian companies, as well as to better protection of investors. Improvement of corporate governance standards, policies and regulations is an important part of the Project’s tasks. Corporate governance is the set of processes, policies, laws, customs and institutions affecting the way a company is directed, administered and controlled. The corporate governance framework can impinge upon the development of equity markets, innovative activities, entrepreneurship and the development of an active corporate sector, including small and medium enterprises. Good Corporate governance can foster economic growth. Corporate governance is governed by Company Law. The purpose of this RFA is to solicit applications to support the Project by educating the commercial courts’ judges through provision of a practical and contemporary training program that provides them the skills necessary to administer and adjudicate Company Law issues.

 

B. Grant activity Description

Problem Statement

The Project works directly with the Government of Serbia, judges, independent experts, business associations, and donor programs to develop and implement business environment, economic policy and financial sector reforms that will enable Serbian firms to compete in domestic and international markets. In the area of business environment reform, the Company Law and corporate governance are key elements. In financial sector reform, corporate governance is an important issue in developing Serbia’s capital market, as listed companies must comply with corporate governance standards. Better corporate governance yields more efficient production and more investments in the economy that have increased pressure to improve corporate governance. In Serbia, most of the socially-owned enterprises have been privatized, while a number of major companies were taken over by foreign capital. As Serbia’s economy become more open and integrated with the EU and global economies, businesses must comply with international corporate governance standards and develop more sophisticated management.

By passing the Law on Companies (‘’Official Gazette of RS’’, No. 125/04) in 2004, the first stage of company law reform was executed in the Republic of Serbia. This Law includes procedures for founding of companies and undertakings, company management,  rights and obligations of founders, partners, members and shareholders, grouping of companies, their status changes, liquidation as a manner of voluntary cessation of companies, as well as cessation of undertakings. But the Law on Companies of 2004 (and related legislation) showed deficiencies. For example, several provisions failed to follow contemporary Corporate Governance standards.

Improvements to the Law occured in the first half of 2011 by enactment of the new Company Law (‘’Official Gazette of RS’’, No. 36/11), which will become effective as of February 1, 2012. Among the improvements in the new Company Law are provisions that allow a choice of managing body (one-tier vs.  two-tiers system), definition of their powers, and harmonisation with the directives of the Company Law passed after 2004, which regulate shareholders' rights, assembly holding, status changes and other procedures and rights. To properly  implement the Law, improved legal, court and business practice must be implemented.

Since the commercial courts are key to facilitating implementation of the new Company Law, the Project will provide a grant for development of the curriculum and for training of the judges of commercial courts (involving also judges’ assistants). The grant shall provide this assistance for all first-instance Commercial Courts and the Commercial Court of Appeal.

 

Grant Activities

The Business Enabling Project intends to award a grant to a qualified organization to develop curriculum, and present to judges of commercial courts the concept, features, new legal institutes and solutions of the new Company Law of 2011. The objective of the grant is to provide sufficient training to judges of commercial courts to enable the judges to understand the new Company Law provisions and implement them as they administer and adjudicate the new Law.
It is expected that the grantee will be able to accomplish the following tasks during the six month grant period:

I. Development of training deliverables

The successful applicant - grantee should review the new Company Law (2011) and assess the needs of a number of judges from commercial courts in Serbia. This will allow the grantee to ascertain and respond to judges’ demand for training needs in terms of the new Company Law.  The grantee should identify practical methods for training delivery. The grantee should provide USAID BEP with draft training modules.

The grantee will provide:

  • Training modules, including agendas, course outline and other applicable materials;
  • Four trainings in eight days - each training lasting 16 hours (2 days x 8 hours); The trainings should be organized in four regional centers: Belgrade, Novi Sad, Kragujevac and Nis;
  • Certificate on completion of the training.

Training materials should entail simple paper and electronic documents. Electronic documents should be posted on the web sites of USAID BEP, Grantee and Commercial Courts.

The successful applicant will deliver the training on the concept, features, new legal institutes and solutions of the new Company Law of 2011, reasoning for its enactment, intention of the legislator, and changes in comparison to the Law on Companies of 2004, as well as links with other regulations. The training will be offered to judges of commercial courts– the first-instance Commercial Courts and Commercial Court of Appeal involved in court cases related with the new Company Law.

II. Conduct of training

Methods for training should be appropriate for the target audience, i.e. judges and judges’ assistants, and should maximize the impact of the training. It will include in-person presentations and discussions simulations and other practical hands-on training. All training should be practical, with focus on the implementation of the new legal provisions in court practice and business operations.

By the conclusion of the training, participants of the training should have the knowledge and skills to understand the provisions of the new Company Law and manage the court cases that arise from the implementation of the new Company Law.

Training should target both judges dealing with court cases arising from the implementation of the new Company Law. The training should be interactive and innovative, and should include presentations and discussions on content and implementation of the new Company Law.

It is anticipated that at least 50 judges will participate.  Judges from various regions of the Republic of Serbia should participate in the training.

Trainers should be a combination of legal practitioners and academics, with experience in Company Law and Corporate Governance. Trainers should include Serbian experts and can include foreign experts if necessary and cost-effective. 

The applicant should identify means for the training program to become sustainable. This entails sustainability of judges’ knowledge and skills in dealing with court cases arising from implementation of the new Company Law, and sustainability of the training itself so that it is available to new judges in the future.  Prior to beginning the training and as the training evolves, the Grantee should identify means to help the judges apply the knowledge gained during the training program. Upon agreement with USAID BEP, the Grantee should implement the means for sustainability so that aspects of the training, including materials, are available to judges after the end of the grant period.

III Draft Report on Training

The report should include a summary of the training, including content, methodology, subjects, and evaluations by the trainers and participants.  The report should also set forth lessons learned and recommendations for future trainings.  It should include modules, presentations, and reports on each training as annexes.

 

Section 2 – Award Information

Subject to the availability of funds, the Project intends to provide up to 1,700,000 RSD (Serbian Dinars) in total funding to be allocated over a six month period. The anticipated period of performance of the grant is expected to start from January 2012. The Project anticipates awarding one Fixed Obligation Grant under this RFA. Under a Fixed-Obligation Grant, all payments will be a fixed-sum payable upon completion of deliverables, which will be defined in detail during grant agreement negotiations.

 

Section 3 – Eligibility Information

Eligible organizations shall be able to comply with and achieve the proposed Program Description, Tasks, and Results and have a satisfactory performance record and record of integrity and business ethics.

Eligible organizations include legally registered US, Serbian, and third country non-for-profit, for-profit, governmental and non-governmental organizations (NGOs), including educational and training institutions.

Prior to the award of grant under this RFA, successful Applicants will be required to sign a Certification Regarding Terrorist Financing certifying that the Applicant’s organization does not provide and has never provided assistance to terrorists for terrorist activities. Successful Applicants may also be required to sign other Certifications as applicable to the award. The Certifications are attached as Annex 2 of this RFA.

Ineligible organizations include:

  • Public International Organizations;
  • Entities that have misused USAID funds in the past, organizations that advocate, promote or espouse anti-democratic policies or illegal activities;
  • Political parties or institutions;
  • Organizations that intend to use the grant for religious objectives;
  • Organizations that are on the list of parties excluded from federal procurement and non-procurement programs or the United Nations Security Sanctions Committee.

 

Section 4 – Application and Submission of Information

Applicants should submit applications in writing to: Zorana Gajic electronically, via email at grants@bep.rs. The Closing Date for submission of applications is December 28, 2011, and the Closing Time for Submission of Applications is 24:00 hours Local Belgrade Time. Late applications will not be considered.

All applications in response to this RFA shall consist of a technical proposal and a budget proposal. The technical proposal must not be longer than 15 pages in length. Pages submitted in excess of 15 pages will not be reviewed. The cost proposal shall be submitted as a separate file from the technical proposal. The required format for applications is included as Annex 1 - Full Application Form and Annex 1A – Budget Form.

 

Section 5 – Application Review Information

Applications will be evaluated in accordance with the criteria set forth below. The criteria have been tailored to the requirements of this RFA. Applications should note that these criteria serve to: (a) identify the significant matters which Applicants should address in their applications; and (b) set the standard against which all applications will be evaluated.

To the extent necessary, the Project may request clarification and supplemental materials from Applicants whose applications have a reasonable chance of being selected for Award. The entry into discussion is to be viewed as part of the evaluation process and shall not be deemed as indicative of a decision or commitment upon the part of the Project to make an award to the Applicants with whom discussions are being held.

Applications will be evaluated by the Grants Selection Committee on the basis of 100 possible points. The weighting of various sections will be as follows:

Category

Maximum Points (100 Total)

Understanding of Key Issues
Methodology, Activities and Outcomes
Staffing/Management Plan
Relevant Past Experience and Performance
Cost Realism
Total Possible Points

10
30
30
15
15
100

  1. Understanding of the Key Issues (10 points): Does the applicant demonstrate a clear understanding of the problems/key issues that the proposed grant activity will address? Are the overall goal and objectives of the proposed grant activity clearly stated and achievable? What should be the outcome of this training? What knowledge on the new Company Law is the most needed by the judges of commercial courts?
  2. Methodology and Activities (30 points): Is the methodology to conduct the training program clear? Are the activities stated in detail?  Are the expected outcomes and impacts stated in detail?  Does the applicant demonstrate how the activities will obtain the desired results? Does the applicant provide innovative and practical ideas to address the practical aspects of the training, and provide its effectiveness and sustainability?
  3. Staffing/Management Plan (30 points): Does the proposed staffing/management plan reflect the personnel/management needs of the grant activity? Does the applicant propose personnel with experience and skills necessary to successfully implement the proposed activities?
  4. Relevant Past Experience and Performance (15 points): Does the organization/consortium have relevant past experience successfully implementing similar activities (conducting training programs, including training for judges and /or lawyers, business community and practitioners)?
  5. Cost Realism (15 points): Is the proposed budget realistic, well-thought out, and in-line with the proposed activities? Are the proposed costs reasonable, allowable and allocable to the grant? Is the grantee contributing cost-share or providing in-kind support?

The selection of the Applicant for award will be made by the Project’s Grant Selection Committee. Prior to the award of any resultant grant agreement, the Project must obtain prior approval from USAID.

 

Section 6 – Award and Administration Information

Before the applications’ specified expiration date, successful applicant(s) will receive written notice from the Grants Manager informing the applicant(s) that the Project either intends to award a grant to the applicant without negotiation, or that the Project intends to engage the applicant(s) in further negotiations with respect to a potential grant award. Negotiations conducted after the receipt of an application do not constitute an obligation on the part of the Project to award a grant. Unsuccessful applicants will be notified in writing by the Grants Manager.

Any resultant award will be subject to the terms and conditions of the Prime Contract for the USAID Business Enabling Project (for US organizations: 22 CFR 226, OMB Circulars, and the Standard Provisions for U.S. Non-governmental Recipients; for non-US organizations: Standard Provisions for Non-U.S. Non-governmental Recipients).

 

Section 7: Annexes

Annex 1: Full Grant Application Form and (1A) Budget Form
Annex 2: Certifications

 

 

 







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