REGINA JACINTO-BARRIENTOS

Received her Juris Doctor (JD) degree from the Ateneo de Manila University in 1995 where she graduated in the top 15 of her class. She received her Bachelor of Science (Legal Management) degree with honors from the same University in 1991. Formerly an associate lawyer with Quisumbing Torres (Baker & McKenzie), she was a member of the Editorial Board of the Ateneo Law Journal. She was admitted to the Philippine Bar in 1996.

Relevant Experiences

  • Currently acting as counsel to several project companies. These project companies have varying shareholder concerns, ranging from foreign investment, partial equity funding from government owned and controlled corporations, conventional to renewable fuel, primarily involved in the energy industry. Assistance have commenced from development, financing, construction and operational stages.
  • Continue to provide legal advice through the developmental, financing and commercial operations phases of multiple projects, including processing of all government approvals and clearances.
  • Other relevant energy experience includes:
    • (i) acting as local legal counsel to project companies that obtain equity funding and/or project financing from local and international banks;
    • (ii) acted as counsel for the PSALM in the privatization efforts of the government;
    • (iii) acted as legal advisor to the Philippine Department of Energy in the establishment of the Wholesale Electricity Spot Market (WESM) including the promotion of the institution to the industry participants;
    • (iv) currently acts as external counsel and heavily involved in the compliance components for the government approvals, public hearings and local government issues, in relation to community acceptance and cooperation of a large-scale project that has the capacity to produce methane for power generation. Work likewise involves the review of alternative technology for the power generation componet of the project;
    • (v) oversee projects involving Service Contracts for offshore development, ranging from single area to multiple blocks and sub-areas. The firm's services included the reconciliation of records of the prior years' transfers of participation interests, allotment of historical cost recovery accounts, advice on petroleum exploration and production issues, coordination with the Department of Energy (Department) in relation to rights and obligations of the party contractor under the SC;
    • (vi) oversee in the legal review, drafting and interpretation of industry contracts, including but not limited to Service Contracts pursuant to the Renewable Energy Act and relevant laws governing the oil & gas industry, Farm-in Agreements, Facility Agreement in relation to the financing components of exploration and production, Gas Sale and Purchase Agreement and Terms of Reference, and advice on the exploration, production, corporate and fiscal issues relating to Service Contract operations; and
    • (vii) acted as local legal counsel to lenders to the operator of Service Contracts, including advice on the Philippine oil and gas regime, taxing consequences under the SC and the loan documentation, enforceability of security documents, and preparation of a due diligence report on a legal and industry perspective.
  • Currently serves as corporate secretary and general counsel for numerous Philippine corporations and is a certified fellow of the Institute of Corporate Directors. Other relevant experience includes:
    • (i) handling of legal requirements for the establishment of local business presence for the clients, with the necessary corporate structures that addresses the investors', shareholders' and lenders' requirements. Incorporated services include accreditation for incentives under PEZA and EO 226, approvals for establishment of Regional Headquarters and contract documentation;
    • (ii) extensive experience in corporate structuring, due diligence and contract drafting related to acquisitions, joint ventures and mergers; and
    • (iii) oversees projects involving the review of government contracts, from the sell or buy side, and the participation in the provision of products or services under a public bidding requirement.
  • Currently serves as external legal counsel to generation companies in relation to corporate requirements relevant to operations, regulatory compliance including representation before the Energy Regulatory Commission, legal support in relation to qualification, submissions, participation and due diligence report required for completion of bids for government owned and controlled properties or contracts.
  • Provided advice to PSALM Corporation in its privatization and restructuring activities. Assistance primarily included:
    • (i) structuring and preparation of/conduct of preliminary due diligence of an NPC generation asset;
    • (ii) amendment of a BOT contract for the early transfer of the asset to the government;
    • (iii) drafting of transaction documents, securing clearances/approvals from pertinent government agencies, including but not limited to the DOE, Department of Finance, Department of Justice, the Office of the General Corporate Counsel, NEDA-ICC and the NPC; and
    • (iv) participated in meetings and coordination with the agencies' technical working groups.
  • Member of the technical team of consultants acting as advisor to the Department of Energy in the DOE's World Bank Systems Loss Reduction Project focusing on electric cooperatives requiring assistance in improving their financial viability. Through a bidding process, an electric cooperative will determine the investor with whom it will execute an Investment Management Contract. Work primarily involves:
    • (i) setting up the legal framework for private sector participation in the distribution business;
    • (ii) drafting of transaction documents and procedures for the bidding process;
    • (iii) coordination with the DOE, NEA, the Philippine Rural Electric Cooperatives Association, Inc. and the electric cooperatives board of directors and officers; and
    • (iv) member of legal team that assisted the Department of Energy and Department of Finance of the Republic of the Philippines during negotiations related to the purchase and sale of natural gas between the National Power Corporation and an international consortium of natural gas suppliers.
  • Acted as consultant to IFC in assisting the Department of Energy and the Small Powers Utilities Group of the National Power Corporation (NPC-SPUG) in encouraging and implementing participation of the private sector in providing power supply in missionary areas. Private sector participation may be through the privatization of NPC-SPUG generation assets and the execution by the electric cooperatives in the missionary areas of the Power Supply Agreements. Work primarily involved:
    • (i) assistance to government agencies and government owned and control corporation (GOCC), including the National Electrification Administration and PSALM especially in the preparation and implementation of a transparent bidding process;
    • (ii) coordination with the Energy Regulatory Commission (ERC) in issues relating to government subsidies, tariffs, and rate setting guidelines;
    • (iii) coordination with the Commission on Audit (COA) in issues relating to the interpretation of asset valuation and GOCC bidding procedures; and
    • (iv) presentations to and preparation of the electric cooperatives who will avail of the government assistance in the project.
  • Acted as consultant to the Government of the Philippines (GOP)-Task Force in March 2004. Work included presentations with the California Public Employees Retirement System (CalPERs) and its consultants in London, New York and San Diego that resulted in the positive re-assessment of the GOP's reform efforts and the inclusion of the Philippines in CalPERS' Emerging Markets Investments List. Continue to provide assistance and act as consultant in preparation for the annual CalPERs assessment and reports.