General Corporate & Commercial
We have a diverse range of clients to whom we give legal advice on corporate and commercial matters. We have clients engaged in water distribution, power generation and supply, as well as clients that are banks and financial institutions, restaurants, retailers, manufacturers, colleges and educational institutions, trade associations, cooperatives, religious institutions, export enterprises and individuals.
The Firm’s lawyers provide some corporate clients with day-to-day corporate counsel, acting as an “in house” attorney. Our attorneys perform general corporate housekeeping such as preparing corporate records and compliance with government filing requirements. We also draft and negotiate contracts, from general agreements to specific classes such as shareholder agreements, distributorship agreements, power supply agreements, arbitration clauses, and the like. Our corporate lawyers frequently provide advice on business entity formation and its related areas such as foreign investment. We assist clients in setting up business in the country, whether through a branch or wholly-owned subsidiary. In selecting the best ownership structure, we take into account the industry of the client, the products manufactured or services provided, the organizational and reporting structure, as well as the labor and tax environment. We have linkages with foreign attorneys with whom we liaise to provide cross-border tax planning and structuring.
We act as counsel in corporate acquisitions, conducting due diligence reviews and audits pursuant to an acquisition. Pursuant to a merger, we secure government consents and clearances to the tax effects of the dissolution of the merged company. Acting as directors in the boards of several companies, including banks and financial institutions, allows our lawyers a significant insight and understanding into various governance and corporate issues.
Our various experiences include:
- Advising a China-based company in the USD 20 million acquisition of a mixed use leisure and resort park, where the Firm performed extensive due diligence, structured the deal, drafted the acquisition agreements and managed the tax implications;
- Advising a local real estate development group in a USD 60 million real estate joint venture with a Philippine commercial bank involving foreclosed properties;
- Advising a local BPO Company in the partial acquisition by a Fortune 500 company of a USD 15 million ownership stake;
- Documenting and implementing the USD 400 million capital infusion activity in a major Philippine commercial bank through a combined initial acquisition and subsequent capital increase strategy; and
- Advising a Japanese condiments manufacturer on a potential acquisition of a local company worth USD 80 million.
The Firm assists foreign clients in establishing a presence in the Philippines through branch or representative offices and joint venture arrangements. The Firm’s advice regularly includes investment registration with the Bangko Sentral ng Pilipinas (Philippine Central Bank) as well as availment of investment incentives given by the Board of Investments (BOI) and the Philippine Economic Zone Authority (PEZA). Lily K. Gruba was formerly a member of the Board of Directors of the PEZA, where she gained extensive knowledge in the decision process governing the grant of special tax incentives to qualified foreign investors.
After the establishment of the companies and legal entities, our Firm provides businesses with continuing legal services arising from their business operations. These areas include labor and employment law, immigration law, intellectual property issues, foreign exchange and capital repatriation issues and other operational matters.
We advised a multinational tourism conglomerate in securing PEZA approval for the establishment of a Tourism Economic Zone, the first of its kind in the country. The project involved the investment of around USD 10 million dollars to develop a tourism complex and theme park.
We acted as counsel for an Arabian steel company in setting up a local subsidiary involved in the design of pre-fabricated steel structures.