The Firm is an active player in the capital market in the Philippines. The core of the Firm’s corporate practice is in the due diligence exercise, design and documentation of equity,debt and hybrid securities issued by large Philippine corporations. These include: (a) initial public offerings (IPO); (b) reverse take overs or “back-door listing” (where typically control of an inactive listed company is acquired, a mandatory tender offer of minority shareholders is undertaken, the authorized capital stock is increased, and new assets and business are infused into the listed company); (c) placing and subscription transaction (“Top-up offering”) where an existing controlling stockholder would sell a block of shares to institutional investors in an overnight private offering, the proceeds of which it will then use to subscribe to new shares in the listed company; (d) follow-on offering, where a listed company issues new shares to the public; (e) rights offering, where a listed company issues new shares to its existing stockholders; and (f) private placement of shares of a listed company to investors. Applying for and securing the listing of the new shares with the Philippine Stock Exchange (PSE) is an integral part of this practice. We have pioneered listing by introduction. The Firm can also assist a client delist its shares from the PSE when so required.
The Firm actively assists listed companies comply with disclosures and reports under the continuing listing requirements of the SEC and the PSE, as well as new requirements such as the new corporate governance rules. The Firm advises and assists client issuers, or banks, deal managers and underwriters in quasi-equity financing, including issuance of preferred shares and convertible bonds and notes, and in listing of the bonds in the PDEx.
The Firm is actively involved in international debt capital markets, where the issuer is a Philippine company or an off-shore affiliate of a Philippine company, and where the proceeds of the issue are on-lent or used by the Philippine affiliates.
BANKING AND FINANCE
A major expertise of the Firm is the field of banking and corporate finance. It acts as counsel for many leading banks and financial institutions in the country. It gives advice on regulatory matters affecting banking institutions, export credits and guarantees, project financing, documentary credits, non-traditional financial services, and quasi-equity financing. Moreover, the Firm boasts of expertise in negotiations and documentations for bonds and syndicated loans, whether as counsel for the banks or for the issuers or borrowers, in Pesos or in U.S. dollars. The Firm also assists clients in restructuring or refinancing loans or debt instruments when clients require.
MERGERS AND ACQUISITIONS
Picazolaw gives advice on a wide range of commercial transactions, such as joint ventures, capital restructuring, corporate acquisitions, privatizations of government-owned or - controlled corporations or assets, BOT and PPP projects. The Firm also advises clients on the structuring, negotiation, documentation, and closing of mergers and various business combination transactions. It has also provided corporate law advisory services on foreign investments, offshore investments and other cross-border transactions.
REAL ESTATE AND CONSTRUCTION
The Firm’s real estate practice includes giving advice and assistance in the acquisition, lease, development, and disposition of real estate. It has provided counseling for diverse projects ranging from the tallest commercial building, tallest residential condominium building, the biggest low-cost housing developer, and the largest real estate transaction - the Fort Bonifacio privatization.
ENERGY AND NATURAL RESOURCES
The Firm is counsel to several mining companies and is involved in their mining and exploration projects not only in the Philippines, but in other parts of the world. The Firm also advises clients on energy and power projects, including the establishment, construction and operation of coal power plants, as well as renewable energy projects such as hydro, wind and waste-to-energy projects.
PORTS, TOLLWAYS AND OTHER UTILITIES AND SERVICES
The Firm has been counsel to International Container Terminal Services Inc. (ICTSI) in the negotiation and implementation of its contract for the development and operation of the Manila International Container Terminal (MICT) for the last 26 years, and has gained valuable experience in dealing with the Philippine Ports Authority (PPA) and other regulators. In connection with its various toll road and other utility projects, the Firm has dealt with several government agencies relating to those regulated businesses.
The Firm’s labor practice covers both the management and labor side. It has a track record of handling collective bargaining negotiations and settling industrial disputes, including strikes, unfair labor practices, labor standard cases and money claims. The Firm gives advice on labor matters such as implementation of company rules and regulations and adoption of labor-saving devices, and also reviews the company’s employment policies and personnel manuals.
LITIGATION, DISPUTE RESOLUTION AND REMEDIAL MANAGEMENT
The Firm handles all forms of proceedings and dispute resolution, e.g., civil, commercial, corporate rehabilitation, insolvency, administrative, criminal, arbitration including construction arbitration, mediation and special proceedings, settlement of estates, and family law.
It also provides remedial management services that includes legal advice on the formulation of resolution strategies for dealing with securities, acquired assets and defense proceedings initiated by borrowers/mortgagees, and the enforcement of such strategies and securities through, among others, foreclosures.
The Firm has substantial practice in the field of immigration law. It aids clients in securing visas, work permits, and Department of Justice and Department of Labor and Employment clearances.
The Firm’s intellectual property practice includes intellectual property registration, assignment, licensing, protection and enforcement.
The Firm’s tax practice covers all areas of tax planning and tax counseling including estate planning and tax litigation. It has secured victories in landmark cases against the Bureau of Internal Revenue (BIR) such as the case involving capital gains realized from the sale of listed shares done outside the stock exchange
TELECOMMUNICATIONS, MASS MEDIA AND INFORMATION AND COMMUNICATIONS TECHNOLOGY
The Firm is also up to speed in the growing field of telecommunications and mass media. It provided assistance for the financing of the Mabuhay Satellite. It also acts as counsel for the leading landline (PLDT) and mobile telecommunication company (Smart Communications) in the Philippines as well as for several internet servers and several leading nationwide radio stations in the Philippines (Nation Broadcasting Corporation and Radio Veritas). The Firm is counsel for several information and communications technology companies, including systems/software developers, value added service providers, business process outsourcing and internet service providers.
GAMING, ENTERTAINMENT AND HOSPITALITY
The Firm has been counsel of Bloomberry Resorts & Hotels Inc, from the time it applied for and acquired its provisional license from the Philippine Amusement and Gaming Corporation (PAGCOR), to the construction of its integrated entertainment facilities, and the start-up and operation of its Solaire Resort & Casino. The Firm is also counsel to one of the most successful VIP Club (slot machine arcade) lessor to PAGCOR. The Firm counsel clients operating sports betting and online gaming in the Philippines and abroad. The Firm also counts several hotels and resorts as its past and present clients.