Our Practice

Mergers & Acquisitions

We work closely with our clients in the formation of domestic and cross-border alliances, mutually- beneficial partnerships, and other mergers and acquisitions, from complex, high-value deals to strategic transactions that increase the value of a company or conglomerate. With years of cumulative experience in the field of deal-making, we are able to effectively guide and assist sellers, buyers and target companies successfully execute and close transactions, and ultimately achieve their business objectives.

Our services extend to every aspect of the transaction, from helping to identify potential counterparties, initiating deals by outlining a workable term sheet, conducting purposeful and thorough due diligence examination of target companies or assets, identifying and addressing key legal risks or pitfalls, setting up deal-structures that are tax efficient and responsive to the parties’ needs, and ultimately, negotiating and documenting detailed stipulations in a contract that embody the parties’ intentions, rights and obligations.

We likewise advise our clients on reportorial and regulatory requirements, liaise with regulators such as the Philippine Competition Commission, Bangko Sentral ng Pilipinas, and Securities and Exchange Commission on behalf of our clients, and assist with post-closing requirements.

CONTACT PERSON

Aida Araceli G. Roxas-Rivera, Senior Partner

🡪 [email protected]

Rosa Michele C. Bagtas, Senior Partner

🡪 [email protected]

Pancho G. Umali, Senior Partner

🡪 [email protected]

CONTACT PERSON

Aida Araceli G. Roxas-Rivera, Senior Partner

Rosa Michele C. Bagtas, Senior Partner

Pancho G. Umali, Senior Partner

Infrastructure

Infrastructure and public-private partnership projects are subject to a range of issues, including: government regulations; financing issues; permitting issues; construction, and other contractual issues; local law coordination; and critical elements of political risk. Clients rely on us to hurdle these challenges and achieve their goals.

Our firm is an undisputed leader in infrastructure projects in the Philippines. Our Infrastructure Practice Group handles the myriad of transactions across the life of an infrastructure project including project development and financing, acquisition or privatization, financing, contract drafting and negotiation, construction, and project implementation. Our lawyers have an in-depth industry knowledge and understanding, combined with the skills to evaluate and resolve complex issues. Further, among our roster of lawyers are partners who have served in senior government positions, whose experience lends a unique perspective that proves invaluable in providing insights to the workings of the public infrastructure sector.

CONTACT PERSON

Manuel L. Manaligod, Jr., Senior Partner

🡪 [email protected]

Property Development & Real Estate Transactions

We assist clients in increasing and maximizing the value of their real estate portfolio by closely working with developers, investors, construction companies and other major participants in the real estate industry regarding legal issues affecting the acquisition, development, management, and disposition of land, buildings, and other real properties in the Philippines.

Our firm is also known for timely securing permits and regulatory approvals needed to realize each real estate project or transaction, owing in part to our lawyers’ vast experience in dealing with key regulators and appropriate government agencies. Among others, we have assisted clients in registering property developments as information technology buildings with the Philippine Economic Zone Authority, and various real estate market participants in obtaining the appropriate permits and registrations from the Housing and Land Use Regulatory Board.

In relation to land use, we also provide legal services in connection with land use conversion and reclassification, and the negotiation and documentation of land lease agreements with the government including forest land use and foreshore leases. We have also worked with our clients in various capacities, ranging from rendering legal advice on regulatory compliance with the applicable property laws and regulations, to assisting in the documentation and financial closing of key real estate transactions, such as the construction, development, and management of condominium projects, transfer of development or air rights, the acquisition and lease of prime residential, industrial, and commercial properties, and other dealings involving real property. In keeping with our close relations with our clients, our legal advice is specifically tailored to anticipate and address the commercial and tax implications involved to meet the clients’ business objectives.

CONTACT PERSON

Rosa Michele C. Bagtas, Senior Partner

🡪 [email protected]

Pancho G. Umali, Senior Partner

🡪 [email protected]

Francis L. Fragante, CPA, Partner

🡪 [email protected]

Capital Markets, Securities Regulation, & Finance

Our firm is actively involved in working with our clients who seek access to capital markets. We have worked with issuers, sellers and underwriters, both domestic and foreign, to give counsel on the issuance of equities, bonds, commercial papers, and every form of securities and financial instruments. Our expertise and legal advice are sought-after, particularly in the areas of public offerings, private placement, stock exchange listings (both in the Philippines and abroad), follow- on offerings, as well as in addressing regulatory and reportorial requirements. We have likewise handled various types of financing, including structured finance, syndicated debt, project finance, and asset finance.

CONTACT PERSON

Aida Araceli G. Roxas-Rivera, Senior Partner

🡪 [email protected]

Rosa Michele C. Bagtas, Senior Parnter

🡪 [email protected]

Pancho G. Umali, Senior Partner

🡪 [email protected]

Debt Restructuring & Corporate Reorganization

Our firm’s services have proven indispensable in managing our client’s debts through effective debt restructuring and plan development to restore individuals and corporations to a viable financial position.

We guide our clients in navigating complex legal issues on debt restructuring, insolvency, and corporate rehabilitation which concern debtors, creditors, investors and other relevant stakeholders, and actively assist clients in the documentation and implementation of the transaction by negotiating, drafting, and executing agreements, rehabilitation plans, and other material documents.

CONTACT PERSON

Aida Araceli G. Roxas-Rivera, Senior Partner

🡪 [email protected]

Gaming

We are constantly kept abreast of developments in the ever-evolving regulatory regime in the field of gaming and entertainment. We have provided our services to both local and international clients engaged in both traditional and online casinos, as well as to equipment manufacturers and distributors, and technology providers and innovators. Our wide range of legal services includes the formation of appropriate project companies, locating them in, and liaising with, local governments, providing related backroom services, tackling reportorial compliance, keeping up with good governance, and troubleshooting legal issues which arise from operations and management.

CONTACT PERSON

Eric T. Dykimching, CPA, Partner

🡪 [email protected]

Francis L. Fragante, CPA, Partner

🡪 [email protected]

Tourism & Leisure

Our legal practice caters to the highly globalized and dynamic business interests of the tourism and leisure industry. We provide a comprehensive range of legal services to companies in the hotel management sector, travel agencies, and internet-based providers, such as advising on the regulatory compliance of their day-to-day operations, and assisting in the documentation and implementation of their business expansion plans and investments.

We have also assisted public and private sector partnerships in developing projects that promote the national tourism industry to foreign investors in a responsible and sustainable manner. We have assisted clients in the preparation of bids and the principal and ancillary contracts related to the project, and in their implementation.

CONTACT PERSON

Pancho G. Umali, Senior Partner

🡪 [email protected]

Immigration

As the Philippine economy continuously expands to address the needs of the international market, our firm’s invaluable legal expertise on Philippine immigration and citizenship laws has been instrumental in opening opportunities for Philippine and foreign nationals to pursue their livelihood and expand their business interests on a global scale. Acknowledging the importance of mobilizing talent in today’s economy, while respecting constitutional and statutory directives, we have advised and represented clients on all Philippine immigration matters. We have facilitated the travel and employment of top management officials and professionals by foreign multinational corporations in the Philippines by assisting them in applying for and obtaining the appropriate visas and employment permits on their behalf. Our team has dealt with Philippine embassies and consulates in foreign jurisdictions to assist our clients in obtaining the proper visas and other related documents to allow them to travel to and/or work in the Philippines.

With our expertise and experience in the practice and procedure before relevant government agencies, we have effectively represented our clients in the various proceedings relating to the acquisition and loss of Philippine citizenship, both judicial and administrative. We have likewise assisted clients in other immigration- related proceedings, such as the lifting of deportation or blacklisting orders, among others. We have also provided timely assistance to foreign individuals in obtaining quota and other types of immigrant visas, retiree’s visas, Bureau of Quarantine medical clearances, and Emigration Clearance Certificates.

CONTACT PERSON

Rosa Michele C. Bagtas, Senior Partner

🡪 [email protected]