CORPORATE

Our Corporate Department provides advice to entities and individuals on a wide range of corporate and commercial law issues and financial transactions. Our attorneys offer comprehensive advice to our clients in substantially all major corporate practice areas and have extensive experience in the drafting of legal documentation that complies in form and substance with federal and local statutory framework. In addition, our attorneys advise corporate management, boards of directors and board committees on a wide variety of corporate governance matters, including corporate responsibility, fiduciary duties, board oversight responsibilities, financial disclosure, legal compliance and extraordinary corporate events, among others, and the structuring of complex corporate transactions. We apply our broad legal experience in counseling our clients on highly sophisticated and complex commercial transactions and corporate events that may have a significant impact on their business activities, and work closely with our clients to ensure that they receive diligent and practical advice at every stage of their representation.

Our comprehensive range of practice areas allows our attorneys to combine the firm’s extensive experience in corporate and transactional matters in virtually every type of corporate and commercial business transaction. Our clients include profit and not-for-profit entities, financial institutions, government instrumentalities and public corporations and individuals in a wide range of industry sectors. The practice areas of our Corporate and Finance Department include:

Commercial Lending

In addition to performing work for nationally and internationally recognized banks and financial institutions that have structured transactions in Puerto Rico, we have served as the principal advisor and transactional counsel in a wide variety of financing transactions for the corporate, asset based lending, workouts, structured finance and construction divisions of several of Puerto Rico’s largest and most prominent commercial banks. Our attorneys are experienced with sophisticated transaction structures and are skilled in developing strategies tailored to our clients’ needs.

Our longstanding involvement in the finance area shows we have been around throughout different business cycles. As a result, we have substantial experience in handling the complexities stemming from the upward and downward market trends. Recognizing the prevailing economic world-wide scenario, our commercial lending practice has reassigned a significant number of its attorneys and acquired additional talent in order to provide services in the loan workouts field. Consequently, we are able to provide our clients assistance during the transactional workout phase, as well as in any resulting litigation or bankruptcy of the debtor in financially distressed transactions.

We also advise and represent corporate and individual borrowers in a wide variety of commercial and financial transactions.

Corporate and Business Counseling

Our Corporate and Business Counseling Practice Group provides counseling on business organization and entity formation suited to each individual client’s needs.  We assist our clients devise the ideal capital structure corresponding to their business interests and goals and attend to corporate governance and shareholders’ interrelations.

We also advise management and boards of directors in connection with day-to-day corporate affairs and corporate responsibility and duties. In our role as corporate counsels, we offer advice and guidance on contract negotiations and contract drafting in virtually all manners of business and ventures, paying particular attention to protecting our clients’ interests in the event a conflict results.

Corporate Finance and Securities

Our Corporate Finance and Securities Practice Group provides innovative counsel in virtually all corporate finance fields to clients involved in a broad range of complex financial, institutional and commercial transactions, including the offering of debt and securities in Puerto Rico and retail, commercial and corporate financings, among others. Our attorneys regularly assist a broad spectrum of clients, including corporations and individuals, financial and commercial institutions, investment banks and governmental authorities, in the structuring and negotiation of effective capital structures for our clients. In addition, our Corporate Finance and Securities Practice Group offers advice in the structuring and negotiation of debt financing for acquisitions, buy-outs and other related transactions. In providing services to investment banking firms and other financial institutions, our attorneys have been engaged in the development of financial products and related structures tailored to the unique tax and legal environment of Puerto Rico.

Dealer and Distribution

Our Dealer and Distribution Practice Group offers its clients comprehensive advice and representation in matters related to Puerto Rico dealer’s and sales representative’s protection statutes. The scope of our services in this practice encompasses the counseling, drafting and review of distribution and sales representative agreements and proposals, the negotiation of modification or termination relationships and the evaluation, among others.

Energy

Our Energy Practice Group counsels and assists clients in various aspects of the energy business, including the development, financing and permitting of power generation projects and other infrastructure projects. We have been involved in the financing and acquisition of different energy projects within Puerto Rico and abroad, including the acquisition of certain energy related properties in Puerto Rico previously owned by Enron Corporation. While involved in these transactions, our Energy Practice Group is able to provide all necessary services for extensive due diligence, including environmental due diligence and review of all necessary licenses and permits, including environmental permits. In addition to financings and acquisitions of energy projects, our Energy Practice Group has been involved in the development and permitting of two of the principal private energy projects in Puerto Rico. We have also represented and assisted the Government of Puerto Rico in the development of alternate energy projects for the production of renewable energy.

Government Contracts and Procurement

Our Government Contracts and Procurement Group represents government agencies and other instrumentalities, as well as individuals and private entities, in the structuring, negotiation, and implementation of governmental infrastructure, reorganization, and procurement projects and proceedings, including government-sponsored real estate developments. Our Government Contracts and Procurement Group attorneys are members of the Corporate and Litigation Departments who have experience in a wide range of government contracts and procurement issues and have successfully represented clients in challenged bid awards brought before bid boards and appellate courts. In addition, we have advised and counseled government agencies and instrumentalities on administrative law issues and drafted procurement regulations.

Health Law

Our Health Practice Group serves a diversified sector of the industry, including pharmaceutical distributors, diagnostic clinical laboratories, medical device, equipment and DME suppliers, medical groups, physician-owned companies, hospitals and other health facilities, and health maintenance organizations. We provide targeted advice on areas that affect our clients, including finance, operation and contractual arrangements, among others. Our attorneys have significant experience in providing counseling and representation to our clients and in structuring complex transactions that comply with the local and federal statutes and regulations that may have an impact over their operations.

Mergers, Acquisitions and Joint Ventures

Our Mergers, Acquisitions and Joint Ventures Practice Group provides an array of services to our clients in connection with the acquisition, sale, reorganization and restructuring of corporations, limited liability companies, partnerships and other business entities. Our experienced attorneys structure sophisticated transactions such as mergers, stock and asset purchases and sales, recapitalizations, divestitures, leveraged buyouts and other corporate combinations and restructurings.

Non-Profit and Charitable Organizations

Our firm has extensive experience in all respects relating to nonprofit and charitable organizations, including nonprofit corporations, charitable trusts, trade associations, private foundations, hospitals and other types of nonprofit and charitable entities.  The scope of our work in this area includes nonprofit corporate law, corporate governance, tax exemption, compensation and benefits, tax-exempt financing, business transactions and others.

Public Finance

Our Public Finance Practice Group represents corporate and governmental issuers and underwriters in offerings of municipal securities and other regulatory compliance matters under federal and Puerto Rico laws. In providing services to investment banking firms and other financial institutions, we have been engaged in the development of financial products and related structures tailored to the unique tax and legal environment of Puerto Rico. In addition, we provide legal counsel for the various other parties that may participate in the issuance of debt and equity securities. Some of our attorneys have years of experience advising and structuring bond issues.

Real Estate

Our Real Estate Practice Group regularly counsels and advises clients in all aspects of the real estate industry, including the acquisition, development, financing and construction of all types of projects and properties. Our attorneys have substantial experience in real estate and construction matters and have represented purchasers, sellers, mortgagees, mortgagors, and developers of real property in Puerto Rico, including shopping centers, office buildings, residential, hospitality and commercial developments, and government-sponsored specialized developments.  In addition, our Real Estate Practice Group has advised clients in areas regarding land use, zoning matters and urban planning.

We have substantial experience in the workout of financially troubled transactions, which enables us to provide assistance in the transactional workout phase, as well as in any resulting litigation or debtor bankruptcy in troubled transactions.

Reorganizations, Restructuring & Workouts

On a regular basis, our Firm represents individuals and business debtor, and secured and unsecured creditors, including financial institutions, in reorganizations, restructuring and workout transactions to renegotiate financing agreement terms,

Tax Incentives

Our attorneys have extensive experience the field of local tax incentives laws, and provide advice and support in the negotiation of tax incentives grants, including but not limited to those related to industrial tax exemption, export services exemption, hospital tax exemption, tax incentives for relocated investors, as well as other incentives available in connection with certain economic activities, such as  hospitality and tourism, international insurance, banking and financial centers, real estate and agriculture.