Republic Act No. 11232 amended in 2019 the Philippine Corporation Code.  Among the notable changes in the new Revised Corporation Code are – the advent of the perpetual term of corporate existence and the establishment of one person corporations; in absentia meetings of stockholders may now be conducted following guidelines promulgated by the Securities and Exchange Commission; and majority of the directors or trustees no longer need to be Philippine residents.

We assist clients in corporate establishment, joint venture, and mergers and acquisition (M&A) deals in diverse areas of industry, such as, information technology (IT), waterworks, engineering, procurement and construction, media, cosmetic distribution, pawnshop, and banking. Our corporate work involves a wide array of services, from detailed due diligence review, preparation and negotiation of all transaction  documents (such as, share purchase agreements,  put and call option agreements, subscription agreements, shareholders’ agreements and related documents and agreements (including corporate reorganization plans), structuring and implementing closing mechanics to full completion, and issuing closing opinions, to procuring of national and local government permits and processing of registration applications with the Philippine Board of Investments and Bangko Sentral ng Pilipinas, if applicable. We assist our clients in fully completing all transactions until the target shares are duly registered in the names of the buyers or subscribers.

As part of our corporate support services, we continue to service the joint venture/project companies, post-completion, in their corporate housekeeping and reportorial requirements with the Securities and Exchange Commission and other relevant government agencies.

In 2005, we implemented a reorganization plan involving a complex international corporate restructuring of a group comprising corporations in the Philippines, Singapore, India and Brazil that culminated in a foreign company acquiring shares in the group.

In 2014, we advised a client on the acquisition of a brand of a major fast moving consumer goods multinational company, which involved reviewing and negotiating with key counterparties of all transaction documents, such as the asset sale and purchase agreement, deed of absolute sale, assignment and assumption agreement, trademark license agreement, transitional supply agreement, and distribution agreement, among other contracts.

In 2017, we prepared the shareholders’ agreement among a Philippine construction company and its foreign joint venture partners and related documents to comply with the client’s requirements for the award of a design and construction contract for one of the biggest water aqueducts in the Philippines.

In 2018 and 2019, we have assisted clients in the energy, IT and banking sectors in their M&A deals.