We have extensive experience in corporate and commercial law practice involving both Philippine and foreign clients, and deemed as the Firm’s key area of expertise. Our clients in this field of specialization include various Philippine and foreign institutions as well as multinational companies engaged in oil, petroleum, power, petrochemicals, business process outsourcing, banking, manufacturing, trade, beverage, food, agriculture, transportation, mining, computer and advanced electronic technology, construction, real estate, educational institutions and related business sectors.
Our corporate and commercial practice cover the following key areas:
Corporate Services and General Company Advice
We assist our clients both local and foreign, in the establishment of companies or partnerships, joint ventures, special economic zone enterprises, subsidiaries, branches, regional headquarters, and representative offices in the Philippines. The Firm advises the client on the appropriate legal presence in the Philippines, considering the tax, regulatory, investment incentive, applicable Philippine restrictions on the extent of foreign participation, and other concerns that may affect the client and its related businesses. We assist in the preparation, filing, and processing until official approval is obtained, of application papers in connection with the formation of the legal entities referred to above. We liaise with government agencies in securing in an expeditious basis, the issuance of related regulatory permits and business registrations.
The Firm provides corporate services on the conduct of board and stockholders meetings, preparation of minutes of the board and the stockholders meetings, issuance of corporate resolutions and certifications, assistance in the completion of proxy nomination, the keeping of stock and transfer books, the issuance of stock certificates and the submission of regulatory reports to appropriate agencies of the government.
We provide legal advice and consultancy to our corporate clients on legal issues which most regularly impact upon their businesses. We advise on all elements of corporate and commercial law.
Commercial Contracts
We have extensive experience in advising both suppliers and customers on a wide range of commercial contracts across many different sectors and business-related activities. Our practice includes commercial contracts for services, licensing, development, distribution, marketing, manufacturing, equipment procurement and construction, supply agreement, export agreement, outsourcing, maintenance alliance, and support agreements.
Banking and Project Finance
The Firm provides advice on regulatory issues involving banking institutions and borrowers in all kinds of domestic and international financing transactions, credit transactions, including project financing, export credits and guarantees, documentary credits, debt to equity swaps, and other forms of restructurings.
Our Firm provides advice on regulatory matters relating to banks and financial institutions both domestic and foreign. We assist in the establishment and operation of banks in the Philippines and provide advice on financing transactions including syndicated loans, structured finance, project finance, asset finance and derivative products. Likewise, we provide advice on secured and unsecured loan transactions and other credit transactions, including alternative financing techniques such as asset securitization. Our Firm has represented various parties in major project finance transactions in the Philippines.
Capital Markets and Securities
We advise on various transactions which aim to raise capital whether through debt or equity. We continuously monitor and update the Firm on the new developments on this field, particularly market regulations and corporate governance issues. We have expertise in handling equity and equity-linked instruments, including but not limited to initial public offerings, private placements, rights issues, secondary offerings. We provide advice on securities and related requirements including bonds, debentures, commercial papers, certificates of interest and participation, commodity futures contracts, pension plans and pre-need plans. The investment banks and corporate clients alike need assistance in developing innovative and unique structures. They need lawyers with the technical expertise and the practical know-how to implement their ideas.
Joint Ventures
We have wide ranging experience in advising joint ventures and strategic alliances and have actively participated, advised, and directed some of the major joint ventures conducted between Philippine and multinational corporations of the past years. Of particular significance is the need for proper legal advice to foreign investors or entrepreneurs in the start-up phase of any joint venture over which the firm has extensive experience.
Mergers and Acquisitions
We provide advice on a wide range of deal structures relating to mergers and acquisitions and other forms of corporate reorganization of both local and foreign corporations, We assist clients with complex agreements involving corporate divestment, privatizations, buy outs, dissolution, liquidation, spin-off tender offers through to divestments and other corporate reorganizations. In completing these transactions, we assist our clients with all the necessary legal and regulatory compliance requirements as well as in depth due diligence investigations of a team of lawyers with various specialization.
Outsourcing
Following related developments, outsourcing is no longer limited to back office functions. Complex business processes and even front office operations are now being outsourced and businesses are seeking assistance in the developments and delivery of flexible business models.
We assist clients at outsourcing locator services at an ecozone area or information technology building, incorporation and business organization, business permit and licensing requirements. We also handle registration requirements with the Philippine Economic Zone Authority and Board of Investments of outsourcing companies. We also provide advice in the preparation of relevant employment contracts, outsourcing agreements and confidentiality agreements. Our Firm is noted for bringing together experts who have unique experience of acting for both suppliers and customers across an extensive range of sectors.
Restructuring and Insolvency
We provide advice on matters involving creditors’ and debtors’ rights, debt restructuring, and insolvency law. We represent and advise creditors with regard effective remedies in pursuing their rights and recovering their share in debtor’s remaining assets. We also assist debtors in the negotiation and implementation of their rehabilitation plans, debt restructuring agreements, loan and security agreements and other similar contracts and provide advice on insolvency risks in structuring transactions and securitization. We assist in reviewing loan security and collateral, negotiating forbearance agreements and enforcing guarantees.
We represent clients before the courts and administrative agencies in proceedings in voluntary and involuntary insolvency, receivership, liquidation, suspension of payments and corporate rehabilitation. The Firm’s restructuring group is further supported by our litigation department, who advise on a wide range of contentious issues.