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’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.

In 2017, MVGS acted as counsel to issuer in the largest equity capital markets transaction by a Philippine entity to-date, and was awarded the “Best Philippines Deal for 2017” by FinanceAsia. The Firm also handled some of the largest single-Peso denominated bond and notes issuances in the country. 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.

MVGS has been consistently ranked as a top-tier Philippine law firm by the Legal500 Asia Pacific in the field of Capital Markets. The Firm has also been recognized as a Tier 1 firm by the International Financial Law Review’s IFLR1000 in Debt Capital Markets.


Mergers & Acquisitions

M&A is a core practice area of MVGS.

Of particular significance is the instrumental role of the Firm’s Partners in the consolidation of the banking and financial sector, as their participations in acquisitions involving both equity purchase and asset sale in businesses in various sectors.

For its M&A deals, the Firm is closely involved in all stages of transaction, from initial structuring and due diligence review, documentation of the merger or acquisition and related agreements, securing the relevant regulatory approvals, to transition.

The Firm's high-caliber M&A lawyers remain to be the top choice of its anchor clients, relying heavily on their ability to quickly and successfully close transactions. The Firm is also often tapped by publicly-listed companies in their acquisitions and strategic divestments of equity interests in subsidiaries and affiliates.

The Firm has been consistently ranked as a leading firm by the Legal500 Asia Pacific for its M&A practice and is recommended for its impeccable transactional record by the International Financial Law Review in its IFLR1000 rankings.


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

PROJECTS & ENERGY

The Projects & Energy practice of the Firm has grown in the last few years and have complemented its Banking and 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 advises banks and developers on some of the region's largest infrastructure, energy and natural resources projects.

MVGS is ranked as a top-tier firm in Projects & Energy by the Legal500 Asia Pacific and is recognized as a Notable Firm in areas of Project Development and Project Finance by the International Financial Law Review in its IFLR1000 rankings.


REAL ESTATE AND CONSTRUCTION

The Firm regularly represents individual and institutional clients in various real estate transactions, working across its other strong practice areas, to provide advice on a wide range of matters - from simple property transfers, leasing and mortgaging, to more complicated transactions involving structuring of acquisitions and divestments, infrastructure development and financing, and taxation issues.


MVGS is recognized as a top-tier firm in Real Estate and Construction by the Legal500 Asia Pacific.


DISPUTE RESOLUTION (LITIGATION AND ADR)

The Firm handles full range of dispute resolution and mediation, covering criminal, civil and administrative litigation and includes appellate practice and advocacy.

MVGS has a strong arbitration team, headed by the Firm’s partner who is concurrently a trustee of the Philippine Dispute Resolution Center Inc. (PDRCI), and an accredited arbitrator of the PDRCI, Intellectual Property Office of the Philippines (IPO), Integrated Bar of the Philippines (IBP) and the Philippine Chamber of Commerce and Industry (PCCI).


MVGS is recommended by the Legal500 Asia Pacific for its Dispute Resolution practice.


INTELLECTUAL PROPERTY

The Firm handles IP requirements of its domestic and international clients, including registration of trademarks, copyrights and patents, legal advisory on contractual concerns and prosecution and defense of intellectual property infringement actions.

MVGS is a member of the Intellectual Property Association of the Philippines (IPAP), the leading organization of Intellectual Property Law practitioners in the Philippines.


MVGS has been ranked as a leading law firm by the Legal500 Asia Pacific for its Intellectual Property practice.


LABOR AND EMPLOYMENT

The Firm’s Labor law practice includes advisory services on various labor issues, authoring Employment Manuals and serving as counsel in negotiations for Collective Bargaining Agreements (CBAs).

The Firm also provides advice and assists in implementation of hiring programs, training, retrenchment, redundancy, closure of companies and employee movements. The Firm also handles labor litigation, arbitration, conciliation and mediation.


The Labor and Employment practice of MVGS is likewise ranked as a top-tier area of practice by the Legal500 Asia Pacific.


TAXATION

The key objectives of the Firm’s Taxation Practice Group are: (1) to provide business friendly, practical and cost-effective approaches to clients’ tax concerns, whether it be for their businesses, family or personal needs, and (2) to provide excellent taxation administration and litigation services, encompassing the range of tax remedies.


This relatively new practice area of MVGS is already recognized by the Legal500 Asia Pacific in its most recent publication.


ANTITRUST AND COMPETITION

Merger review has since become a new normal in Philippine M&As with the enactment of  the Philippine Competition Act, its implementing regulations and other issuances of the Philippine Competition Commission (PCC).

The Firm represents clients before the PCC in pre-notification consultations, filing of Notification Forms, submission and compliance with Requests for Information by the PCC, both under Phase 1 and Phase 2 reviews. The Firm is also among the first practitioners to appear before the adjudication proceedings of the PCC. Other services of the Firm include legal advisory on unfair practices and drafting and review of contracts to ensure compliance with requirements against anti-competitive agreements. The Firm has submitted memoranda and argued before the PCC on various issues, including issues of dominant position, conduct that substantially prevent, restrict or lessen competition, unfair business practices, agreements on sharing of business information, among others.


MVGS is recommended by the Legal500 Asia Pacific for its Antitrust and Competition practice.


BUSINESS FORMATION AND FOREIGN INVESTMENT

The Firm assists in the formation of corporate vehicles, including domestic corporations, local branches of foreign companies, representative offices and regional operating headquarters. This specialized practice area involves advising both local and foreign investors in legal and regulatory requirements for setting up and maintaining their businesses in the Philippines. It also covers a broad range of legal services, including corporate services and legal advisory on business taxation, corporate reorganization and dissolution.

RESTRUCTURING AND INSOLVENCY

Corporate and Debt Restructuring are also significant areas of expertise.

Debt restructuring projects include legal advisory on related debt relief strategies.

For Corporate Restructuring, deals handled by the Firm include mergers, acquisitions involving both equity purchase and asset sale in various businesses, due diligence review, corporate reorganization or structuring advisory, documentation of implementing agreements, securing the relevant regulatory approvals, counselling on transition issues, among other. In the area of regulatory approvals, the Firm also handles SEC, BOI, BSP, PDIC and PEZA and approvals applicable to the transaction.

For Bankruptcy and Insolvency, the Firm’s Dispute Resolution Practice Group handles rehabilitation and insolvency proceedings both on behalf of debtors, and mostly for creditors, secured or unsecured. The scope of the Firm’s work in this area covers the entire range of restructuring and insolvency practice, including, the preparation, negotiation and ensuring the full implementation of restructuring plans, corporate reorganization, taxation, settlement with creditors, negotiation and documentation of settlement agreements, creditor counselling, and corporate dissolution and liquidation.