As the Legislature peruses ArcelorMittal Liberia's proposed Third Amendment to its Mineral Development Agreement (MDA), legal and policy experts are warning that provisions embedded in the agreement could undermine the Legislature's constitutional authority by transforming privately drafted rail rules into binding national policy.
At the center of the concern are the Rail System Operating Principles (RSOPs), which are attached to and incorporated into the draft amendment. While presented as technical operating guidelines, policy memoranda reviewed by the Daily Observer warn that, once ratified, the RSOPs would function as "rules of general application" -- meaning they would apply not only to ArcelorMittal Liberia but to all current and future users of the Yekepa-Buchanan rail corridor.
In practical terms, rules of general application are rules that operate like law. They bind everyone affected, including parties who did not help write them and who may not agree with their terms. Legal analysts caution that this would effectively convert the RSOPs -- drafted by a single private concessionaire -- into a nationwide regulatory framework governing access, operations, pricing, and governance of a government-owned railway.
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A January 2026 policy memorandum describes the arrangement as unprecedented in Liberia's concession history, noting that the RSOPs would become "in effect, a law of general application to which all other users become subject," while also limiting the Legislature's ability to amend those rules in the future without the consent of the incumbent operator.
The memorandum warns that such a structure risk overriding the Legislature's constitutional mandate under Article 34 of the 1986 Constitution, which vests lawmaking power solely in the Legislature. Article 34 provides that "the Legislature shall have the power to make laws and repeal them," a power experts say cannot be transferred -- directly or indirectly -- to a private entity through a stabilized concession agreement.
Critics argue that by ratifying RSOPs that allow for amendment without legislative approval, lawmakers would be approving a framework in which binding rules governing a public asset could evolve outside legislative control.
Further constitutional concerns are raised under Article 3, which establishes Liberia's system of separated and co-equal branches of government. Analysts caution that embedding long-term rail governance rules into a private contract risk binding future Legislatures to decisions they did not make, undermining the principle that no Legislature can surrender the authority of those that follow.
The debate comes amid the Observer's sustained coverage of ArcelorMittal Liberia's rail management record, including safety incidents, operational deficiencies, and the company's own admission in recent reports that it has suffered significant financial losses linked to its poor rail operations. Beyond financial losses, the company has on its record at least two rail-related fatalities and a recent incident in which on of its staff was permanently injured due to what sources describe as poor communications during rail operations. Critics question whether a company that has struggled to manage the system should be entrusted with drafting the rules that will govern it indefinitely.
Former Minister of Mines and Energy Wilmot J.M. Paye, in his parting remarks upon leaving office, cautioned against concession structures that weaken Liberia's control over strategic infrastructure. Paye emphasized that assets such as railways and ports are inherently sovereign and must remain subject to government-led policy and legislative oversight, not embedded permanently in private agreements.
Within the Legislature, governance advocates have also pointed to potential conflicts of interest, noting that several senators maintain business relationships with ArcelorMittal Liberia. They argue that such ties heighten the need for caution as lawmakers consider an amendment that would consolidate the company's influence over a shared national asset.
Meanwhile, Nimba County Senator Nya D. Twayen has previously raised concerns over ArcelorMittal Liberia's failure to fully meet infrastructure and development obligations under its existing MDA. Twayen has warned in legislative deliberations that approving additional concessions or amendments without resolving outstanding performance issues risks rewarding non-compliance and weakening accountability.
While recent public debate has focused heavily on one neighboring concessionaire's interest in rail access, analysts stress that the implications of the RSOPs extend far beyond any single company. Liberia's rail corridor is viewed as a regional asset, critical to attracting future mining, agricultural, and logistics investment from operators on both sides of the Liberia-Guinea border. Locking access rules into a concession drafted by one dominant user, they argue, could deter new entrants and undermine the Government's stated policy of a neutral, multi-user rail regime.
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The RSOP memoranda warn that granting preferential or controlling rights to a single operator has already coincided with two decades of limited new investment along the corridor, describing such arrangements as "a negative factor for additional investment, employment creation, and broader economic opportunity in Liberia."
As lawmakers weigh the proposed amendment, legal experts are urging the Legislature to separate the RSOPs from ArcelorMittal's MDA and allow the rules to be developed later through an open, government-led process involving all stakeholders. They argue that doing so would preserve the Legislature's constitutional authority while still allowing Liberia to pursue rail reform and investment on fair and competitive terms.
Whether the Legislature proceeds with the amendment as drafted -- or insists on removing the embedded RSOPs -- may determine not only the future structure of Liberia's rail system, but the extent to which the Legislature retains control over the governance of strategic national infrastructure.
