Services

Corporate & Commercial

Corporate & Commercial

The Firm’s Corporate and Commercial Group covers the key practice areas of banking, securities, corporate finance (including project finance and debt capital markets), mergers & acquisitions, business formation & foreign investments, taxation (including estate planning), information technology, e-commerce & outsourcing, and intellectual property.

Banking and Finance

Banking & Finance practice is a core and steady area of expertise of the Firm. With the growth of the Projects & Energy Practice in the last few years complementing the Banking & Finance practice, these two practice areas have given the Firm significant participation in the growing Philippine economy, specifically in the areas of public and private infrastructure projects. The Firm is ranked and recommended as a top tier law firm by the Legal 500 – Asia Pacific in the area of Banking & Finance.

The Firm acts as retained counsel for many leading local and foreign banks and financial institutions in the country. Special interest areas in banking operations, particularly regulatory compliance, are the Firm's strong suit. The Firm and its individual partners have participated in numerous loan syndications, project finance transactions and debt restructuring across the spectrum of industries, acting for financial institutions, borrowers and project proponents.


Legal 500 Asia Pacific Top Tier 2017
Banking and Finance

Corporate Finance

Corporate finance is another core practice area of the Firm's Corporate & Commercial Group. In this focused area, the Firm and its individual partners have participated in numerous loan syndications and project finance transactions across the spectrum of industries, acting for the financial institutions or the borrowers or project proponents. For these financing transactions, the Firm conducts due diligence reviews of the borrower/project proponent and the project, provides analysis and advice on appropriate structure and documentation to cover the financing transaction, the security package and the relevant agency arrangements, and negotiates, drafts and finalizes the loan documents and other collateral financing and security agreements.

Another key area of practice of the Firm is debt restructuring. In this area, the Firm and its individual partners have participated in restructuring in varied industries, acting for the financial institutions or the borrowers. Debt restructuring projects include legal advisory on related debt relief strategies.

For highlights of recent transactions in corporate finance, please contact the Managing Partner.

Corporate Finance

Capital Markets

The Firm provides dedicated services on the equity side of the capital market. The Firm’s team of securities practitioners has handled a wide spectrum of securities-related issues ranging from initial public offerings (IPOs), follow-on and rights offers, tender offers, reverse takeovers of publicly listed firms and issuances of global depositary receipts, as well as private equity.

The Firm works closely with the Securities and Exchange Commission (SEC), the regulatory authority tasked with implementing the Securities Regulation Code (SRC), and the Philippine Stock Exchange (PSE), a private organization afforded Self-Regulatory status.

The Firm also deals with equity based employee benefit plans, from stock options and stock appreciation rights, to stock purchase plans, restricted stock units and other capital accumulation programs.

The Firm has been consistently ranked as a top-tiered Philippine law firm by the Legal 500 – Asia Pacific in the field of Capital Markets.


Legal 500 Asia Pacific Top Tier 2017
Capital Markets

Mergers & Acquisitions

Mergers & Acquisitions (M&A) is a core practice area for the Firm and is likewise ranked as a top-tier and recommended Philippine law firm by the Legal 500 – Asia Pacific. Of particular significance is the M&A experience of the partners of the Firm in the consolidation of the banking and financial sector, as well as acquisitions involving both equity purchase and asset sale in various businesses. In its M&A deals, the Firm is involved in all stages of the transaction, from initial structuring and due diligence review, documentation of the merger or acquisition and related agreements, securing the relevant regulatory approvals, to transition.


Legal 500 Asia Pacific Top Tier 2017
Mergers & Acquisitions

Debt Restructuring

Debt restructuring projects include legal advisory on related debt relief strategies Capital Markets. The Firm has been consistently ranked as a top-tiered Philippine law firm by the Legal 500 – Asia Pacific in the field of Capital Markets.


Legal 500 Asia Pacific Top Tier 2017
Debt Restructuring

IT, E-Commerce & Outsourcing

The Firm and its partners have acted as legal advisor on several government information technology (IT) projects, such as the bidding for and operation of the project to computerize the operations of the Land Transportation Office of the Philippines and the Land Registration Authority of the Philippines. The Firm's partners have also advised several government agencies and documented operating agreements for providing IT facilities for the Philippine Charity Sweepstakes Office, the Securities and Exchange Commission and the Government Social Insurance System.

The Firm acts as retained counsel to several IT firms, including a firm which has built out almost 70% of all call center seats in the Philippines. The Firm is also counsel to another IT company listed with the PSE, in connection with the provision of the hardware and software and other secure systems for the Wireless Applications and Payment Solutions of a government-owned and controlled corporation.

The Firm has created a niche in this specialized area of practice as it has provided and continues to provide end to end service to numerous foreign groups active in the field of business process outsourcing. In particular, the Firm has been heavily involved in advising and assisting clients on the legal requirements for initial investment into the Philippines for the purpose of establishing captive business units, shared service back-office business units and third party outsourcing companies. Registration with the Philippine Economic Zone Authority or the Board of Investments is required in many of these cases. Once established, the Firm has continued to represent and provide legal advice to many of these clients handling their requirements in the areas of foreign investment, corporate, labor, litigation and immigration law.

In particular, the Firm has acted for several major call center companies from India and the United States in the formation of local subsidiaries, registration of their investment and business with appropriate government agencies and continues to oversee their legal requirements on a day to day basis through the appropriate retainer arrangement.

The Firm has also acted for a group of investors who formed an IT outsource company mainly engaged in the business of providing outsourced IT development and consulting services to companies located in North America and other locations around the world. The Firm has likewise been involved in the formation of captive entities of two banking giants in the U.S. to operate their respective call centers/business processes outsourcing operations in the Philippines. The Firm also acts as legal counsel to a Fortune 500 company engaged in the business of providing payroll, finance and accounting back office services for its offshore clients. 

IT, E-Commerce & Outsourcing

Business Formation & Foreign Investment

Relatedly, the Firm has likewise advised numerous foreign companies on their direct investment into the Philippines particularly pursuant to the Omnibus Investments Act, Executive No. 226, as amended, and the Foreign Investments Act, Republic No. 7042, as amended. The Firm has provided step by step advice on actual inward remittance and registration with the appropriate authorities of the investment, establishment/incorporation of the vehicle under the various economic zones authorities and other related issues.

Business Formation & Foreign Investment