Corporate and Commercial

The Corporate and Commercial Law Practice of PJS Law provides the foundation of the Firm's collective transaction experience. Our work ranges from standard corporate housekeeping requirements to extensive due diligence in relation to mergers and acquisitions, from simple contract drafting to structuring of foreign investments, from registration of local businesses to obtaining governmental permits and qualifying clients for government incentives and economic zone accreditations.

In the last few years, the Group has gained considerable ground in establishing a solid position in the Philippine legal industry through its involvement in significant mergers and acquisitions. The Group has acted from both the buyer and seller sides of various transactions. The Firm prides itself with consistent quality work with focus on delivering thorough documentation and comprehensive analysis of issues regardless of the simplicity or complexity of the transaction at hand.

The senior members of the Firm are fellows of the Philippine Institute of Corporate Directors.

The Corporate and Commercial Law Practice has been awarded as 2013 Corporate Law Firm of the Year by Corporate INTL 2013.

Transaction Counsels and Advisory Services

  • Acted as lead transaction and corporate counsel for the Fort Bonifacio Development Corporation, a leading real estate development firm in the Philippines, in the development of Bonifacio Global City out of 25.7 sq.km. property formerly owned by the Philippine Government.
  • Acted as resource members to the Philippine Government CalPERS Task Force supervised by the Department of Finance in the maintenance of the Philippines in the California pension fund's Permissible Investments List.
  • Provides assistance in client transaction involving re-capitalization, restructuring, and spinning-off corporations, representing foreign and local investors in acquiring or making investments in operating companies; work includes structuring advice in preparation for registration of securities and public listing, application for government incentives and registration of qualified companies in export processing zones.

Mergers and Acquisitions

  • Recently acted as Philippine counsel to EGCO in respect of its acquisition of the 26% equity of Covanta Energy in Quezon Power Partners, Ltd., the company operating the 460MW coal-fired thermal power plant in Mauban, Quezon, Philippines.
  • Advised Aboitiz Power Corporation, through its subsidiary Therma Mobile, Inc., on the acquisition of four (4) power barges from Duracom Mobile Power Corporation (DMPC) and East Asia Diesel Power Corporation (EADPC) with a total capacity of 242MW.
  • Currently acting as transaction counsel to an international REIT in the structuring and acquisition of land.
  • Currently acting as transaction counsel to a local subsidiary of one of the leading financial institutions in Europe and second largest bank in Germany, in its acquisition of substantial equity of an upscale hotel.
  • Acted as counsel for the Sellers in the acquisition of by ChinaBank (a listed Commercial Bank majority owned by the SM Group) of 88% of the outstanding capital stock. Transaction is in excess of PHP 2 Billion. Work involved drafting and negotiation of sale documents, registration and disclosure with the Securities and Exchange Commission ("SEC") and the Philippine Stock Exchange ("PSE"), overseeing the Tender Offer process to minority shareholders and preparation of documents and approvals and assistance at Board Meetings and Shareholder Meetings for all required approvals.
  • Acted as counsel for the Sellers in the acquisition by Crew Gold (a U.K. registered and listed company) of the majority shares of Listed Company Apex Mining. Transaction size is in excess of PHP 300 Million. Work involved drafting and negotiation of Sale documents, overseeing of the Tender Offer process to minority shareholders, disclosure and registration with the PSE and the SEC, and preparation of documents and approvals and assistance at Board Meetings and Shareholders Meetings for all required approvals.
  • Advised a publicly listed company in conducting a legal due diligence in relation to the privatization of PNOC-Energy Development Corporation. Work included reviewing pertinent tax laws and regulations in relation to steam and electricity sales, as well rules applicable to capitalization and financing structures.
  • Acted as local legal counsel to an off-shore publicly listed company in its proposed investment in a local mining company.
  • Advised client on the tax efficient options for reorganization and assisted in the preparation of the merger documents. The merger is the result of ongoing requirements of the corporate shareholder of the Client, a publicly listed company in India.
  • Assisted in the completion of the purchase by Terra Firma of EMI records globally, that involves compliance with local transfer of the Philippine entity in compliance with the share purchase agreement.

Corporate Services

  • Acted as legal counsel to one of Asia Pacific's leading specialist in corporate recovery in their acquisition of contracts to sell ("CTS") receivables from a Philippine financial company. Work includes review of accounts covered by the CTS, review of sale/assignment documents and assisting client in providing an efficient structure for the acquisition of the CTS.
  • Currently engaged as external local counsel for a multinational technology corporation that operates in more than 170 countries world-wide and employed in the provision of a vast mix of infrastructure and business offerings that span from handheld devices to powerful supercomputer installations, including specific consumer offerings tailored to specific customer needs. Scope of work includes provision of basic contract support services and contract negotiations, representation before various government agencies, advice on intellectual property laws and regulations, assistance in various corporate matters, and advice on labor, outsourcing and tax issues.
  • Provides corporate secretarial work for a number of companies including affiliates of Fortune 500 multi-national companies, members of the Top 1000 corporations in the Philippines.
  • Currently acts as local counsel to Business Process Outsourcing (BPO) companies established by multi-national firms. Work includes registration with Philippine agencies, including the Securities and Exchange Commission, Philippine Economic Zone Authority and/or Board of Investments, to obtain incentives and commence business activities in the Philippines.
  • Provide full legal assistance in processes with the Securities and Exchange Commission from registration of securities to representation in filing of pleadings and appearance before the administrative officers.