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• PJS acted as counsel to Therma Luzon Inc., a subsidiary of the Aboitiz Power Corporation, in its successful bid for the selection of independent power producer administrator (IPPA) contract for the management of the 700-MW Pagbilao coal-fired power facility in Quezon currently owned by the National Power Corporation in a public bidding process undertaken by the Power Sector Asset and Liabilities Management Corporation’s (PSALM). Therma Luzon’s bid of $691 million was accepted by PSALM and Notice of Award was issued last 4 September 2009.
Considered as the first of its kind in the world, the process of the bid will paved the way for the implementation of retail competition and open access as provided in the Electric Power Industry Reform Act.
Our work for the bid included assisting client on conducting due diligence on documents relating to the transaction and preparation of the bid documents for submission to PSALM. Present work includes assisting client in completing the Closing requirements, including registration as member with the Wholesale Electricity Spot Market (WESM), resolving outstanding issues with PSALM and those concerning the assets’ registration, permits and other matters.
• Currently part of the team engaged to act as local legal counsel for a major holding company operating in the hydroelectric power generation industry in relation to the development and operation of a coal-fired power generation plant in the Subic Bay Freeport Zone. Scope of work includes drafting and review of operational and project financing contracts, representation before various government agencies and private entities, review of and advise on licenses and permits issued by and contracts with government agencies and administrative bodies, advice on intellectual property laws and regulations in relation to its licensing and technology transfer agreements, assistance in corporate and social responsibility programs, advice on labor matters and advice on fiscal and non-fiscal incentives specific to the power generation industry.
• Provides advice to investors in the Philippine energy industry, including investments in the petroleum (oil and gas) industry, relating to regulatory compliance and matters involving corporate, commercial, property, litigation, investments, environmental, tax, labor, and contracts law. Scope of work includes contracts review, advice on possible investment structures, representation before various government agencies including the Department of Environment and Natural Resources, advice on the regulatory framework in relation to farm-in and other contracts over Philippine service contracts and the preparation and drafting of due diligence reports.
• Acted as part of legal team participating in the planning and development of the WESM Over-the-Counter (OTC) Forwards Market for the auctioning and trading of Forward Contracts under the WESM. Scope of work involves the determination and analysis of specific workable market features taking into consideration existing legal and regulatory frameworks.
• Acts as part of the team 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.
• Acts as part of the team engaged as external local counsel for a global advertising agency network, with offices in over 130 countries and almost eight decades of multinational experience. Scope of work includes provision of basic contract support services and contract negotiations, advice on intellectual property laws and regulations, assistance in various corporate matters, and advice on labor and tax issues.
• Currently part of the team acting as transaction counsel in relation to the capitalization of a major government-owned-and-controlled-corporation (GOCC) to the extent of PHP 40 Billion. Scope of work includes drafting of transaction documents and representation before various government agencies and private entities.
• Acted as counsel to the CARD Inc. (the leading Philippine microfinance NGO), and Grameen Foundation USA, in its PhP 500 Million Notes issuance, a first by a Philippine microfinance NGO.
• Acted as transaction counsel for a US-Based Fund seeking to make a substantial investment in one of the largest vertically-integrated power generation companies in the Philippines. Scope of work included provision of advice on corporate and tax structuring, regulation of securities and nationality restrictions in the Philippine settling.
• Acted as transaction counsel for the creation of various special purpose vehicles under the Special Purpose Asset Vehicle Act ("SPV Act"). Scope of work included provision of advice on capital structuring as well as the structuring of sales of non-performing assets, including the drafting and negotiation of Loan/Asset Sale and Purchase Agreements, service agreements, and other transaction documents relating thereto, in addition to specific due diligence requirements.
• Provides advice to corporations engaged in business process outsourcing and registered with the Philippine Economic Zone Authority (PEZA) regarding pre-registration, registration, post-registration and incentive concerns. Scope of work includes facilitation of compliance with PEZA pre-registration conditions, maintenance and submission of PEZA mandated reports and documentation of PEZA related corporate transactions.
• Provides advice in relation to the existing legal framework for data protection and development, for various multinational and domestic corporations heavily engaged in areas of information technology and systems analysis.
• Provides advice regarding intellectual property law, protection of intellectual property rights, and registration of such rights to clients involved in manufacturing, retailing and merchandising. Scope of work includes conducting registration eligibility searches and applications for registration of copyright, trademark, patent, industrial design, utility model, and other intellectual property rights, including the preparation, review and/or registration of licenses, franchise agreements and other technology transfer arrangements with the Documentation, Information and Technology Transfer Bureau.
• Acts as assisting Corporate Secretary and General Counsel for different corporations. Work includes incorporation, contract review and drafting of documents for various corporate transactions and corporate filings.
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