Panama, January 5, 2021. Jose Carrizo, head of the Litigation and Dispute Resolution practice of Morgan & Morgan, contributed with the Panama article of The Arbitration Review of the Americas 2021, providing a comprehensive analysis on the latest developments of the arbitration system in Panama.
The publication can be read here.
Panama, January 4, 2021. Morgan & Morgan has been recognized as a leading law firm in the 2021 edition of the International Financial Law Review (IFLR) 1000, a reference guide to the world´s leading financial and corporate law firms and lawyers.
The firm´s Corporate Law team earned top rankings in Banking and Finance, Capital Markets, M&A, and Project Development.
In addition, the following individual attorneys were ranked in the 30th edition of the guide:
Francisco Arias G.
Kharla Aizpurúa Olmos
Carlos Ernesto González Ramírez
Panama, December 23, 2020. Morgan & Morgan advised Farmalisto, a health technology platform with presence in Mexico, Colombia, and Peru, with respect to the equity investment made by HBM Healthcare Investments (Cayman) Ltd., Inter-American Investment Corporation, Morgan Rio Capital Management, and other minority investors for the amount of up to US$18,000,000.00 in Farmalisto.
The proceeds of the investment will be used to strengthen its innovation processes, open new markets in the region and accelerate its expansion in the places where it currently operates.
Since the company has operations in various countries, there was a complex coordination with different legal teams and company´s executives to complete all the conditions precedent to close the transaction on time.
Partner Roberto Vidal represented Morgan & Morgan in this transaction.
The Ministry of Health has temporarily suspended the entry to Panama of persons coming from the United Kingdom and from the Republic of South Africa due to the new strain of COVID-19.
Ministry of Health:
- By means of Resolution No. 1390 of December 21, 2020, (hereinafter “the resolution”), published in Official Gazette on the same day, the Ministry of Health has suspended temporarily the entry to Panama of persons coming from, that have stayed or transited through (i) the United Kingdom or (ii) the Republic of South Africa, within the last 20 days prior to the entry into Panama, whether they do so by air, land or sea, using commercial or private means.
- Panamanian citizen and residents who arrive in Panama from those countries, under the conditions indicated above, must do the following:
- (i) Take a compulsory PCR or Antigen Test upon arrival.
- (ii) Remain in quarantine in a hospital hotel, regardless the results of the test, for the time that will be determined by the health authorities, in order to verify that they have not been infected by the new strain of SARS- CoV-2 (COVID-19).
- This suspension will enter into force as of today, December 21, 2020 at 11:59 p.m.
- This measure is taken due to the new strain of SARS- CoV-2 (COVID-19).
- In accordance with this resolution, the entry to Panama of Panamanians and residents, with a resident permit ID card either approved or in process, will be allowed en as long as they follow the measures indicated above.
- The Civil Aviation Authority, the National Immigration Authority and the Police can adopt any measures that they deem necessary to comply with these measures.
- Tourists are excluded from this Resolution, therefore they will not be able to enter the country until this measure is lifted.
Panama, December 2, 2020. Morgan & Morgan is pleased to announce that our firm won the Talent Management award in the Women in Business Law Americas Awards 2020.
Morgan & Morgan received this recognition thanks to its Talent Management program that includes initiatives to keep female talent at the firm, promoting gender equity, recruitment, retention, mentoring, and leadership.
The Euromoney Americas Women in Business Law Awards recognize women in business law and those law firms that have designed initiatives and programs to support and encourage women and diversity within the industry.
More information about the awards is available here.
Morgan & Morgan advised Itaú Corpbanca in connection with two credit facilities for an amount of up to US$83,801,622.00 and COP 367,366,730,694.00
Panama, November 30, 2019. Morgan & Morgan acted as Panamanian Counsel to Itaú Corpbanca and the other lenders, in connection with two credit agreements granted by certain lenders and Itaú Corpbanca, as administrative agent, for amongst other, the refinancing of certain existing debt of Decameron group.
The first for an amount of up to US$ 83,801,622.00 to Organización Decameron, S. de R.L. and Hoteles Decameron S. de R.L., and certain other companies part of the Decameron group who acted as guarantors of the financing.
And the other for an amount of up to COP 367,366,730,694.00 (Colombian Pesos) to Hoteles Decameron Colombia S.A.S. and Servincluidos, Ltda., and certain other companies part of the Decameron group who acted as guarantors of the financing.
Both credit agreements are secured by a collateral package that involves several jurisdictions, including and not limited to Panama. For purposes of Panama, there is a collateral package including a guaranty trust agreement, pledge over shares or quotas, as applicable, and guaranty agreements in the form of “fianzas”.
Partners Inocencio Galindo and Kharla Aizpurua Olmos, senior associate Pablo Epifanio, and associate Cristina De Roux; participated in this transaction.
Following the introduction in the British Virgin Islands (BVI) of the Economic Substance (Companies and Limited Partnerships) Act, 2018 (ESA), which became effective on January 1st, 2019, some questioned the sustainability of BVI’s position as a leading international financial centre.
While we cannot underestimate those concerns, we believe that there is also evidence that ESA will not have a negative impact on the BVI. In fact, it will help to curb any irrational fears that may have been detrimental to businesses, families, investors, and professionals using BVI vehicles in the recent times.
Although the economic substance reporting period has not concluded, my recent research supports the premise that despite introduction of this new legislation, BVI’s legal system and corporate services platform will remain stronger than other jurisdictions for international business activity.
You may be asking how can we be so positive? It is because for years we have witnessed the BVI maintain the crucial “philosophy” of a financial centre that is necessary for its success.
This philosophy is composed of human capital, technology, and the ability of regulators to make effective new laws with the support of highly sophisticated service providers. This means that any issues arising from rapidly evolving financial markets or instructions given by the European Union and the OECD in their efforts to enhance tax transparency can be dealt more efficiently. Expertise, talent, and technology are the key driving forces for the world’s leading financial centres.
Over the last decade BVI has had various changes in its legislation that have impacted the financial industry positively such as:(1) maintaining beneficial owner’s due diligence in its territory, (2) the private registry of beneficial owners (BOSS), (3) mandatory filing of company’s register of directors (ROD), (4) maintaining accounting records and underlying documentation and, (5) reporting obligations on ESA just to name a few in no particular order. Some of these changes have been more challenging than others but they all have one thing in common: BVI´s successful “philosophy”.
By reading the ESA and the Rules issued by the International Tax Authority you can tell that the regulator consulted professionals from law firms, trust companies and corporate service providers of the highest caliber with presence in the BVI when drafting the legislation. Whereas, in other jurisdictions it seems that they just decided to play safe and please the requests of the European Union overlooking what their financial industry needs to, not only survive, but grow.
We have reviewed the law and guidance notes on the economic substance of various jurisdictions and concluded that the ESA has provisions that makes it practical and convenient. We will give you three important and clear examples. The first, is the treatment of the companies that serve as holding businesses under the ESA. BVI took a straightforward approach by only placing its interest on the pure equity holding companies which are subject to a reduced substance test that can be met through the company´s registered agent; instead of having different categories of holding businesses as it is in other jurisdictions. This has allowed us at Morgan & Morgan to develop suitable solutions for our clients.
The second example is the treatment of the financial periods. ESA has two financial periods depending if the company was incorporated before or after the implementation date of the ESA. Therefore, just by looking at the incorporation date of the company you can tell its financial period. This method is valuable for a corporate service provider because it may have positive impact in their workload when reporting and advising clients. Furthermore, this approach makes simpler the management of a portfolio of companies for a corporate service provider rather than having the financial period defined by the company´s fiscal year, as it is very likely that will be different for all the companies they represent.
The third example is the reporting period. In some jurisdictions the reporting period is 6 months and in others 9 months; but all jurisdictions have in common that the reporting period is counted from the end of the financial period or fiscal year. Unlike other jurisdictions, in the BVI all companies incorporated before the ESA effective date have the same financial period and therefore the same reporting period. This makes easy to manage the annual reporting obligations for a high volume of companies.
Now, let´s talk about the technical side of ESA. BVI tied the ESA with their Beneficial Ownership Secure Search System Act, 2017 (the “BOSS Act”). Same as in other jurisdictions, annual reporting is mandatory, but it is so easy to do that this should not scare clients away. The BVI government partnered with the same auditing firm that developed the BOSS system to create the system for ESA, called BOSSes. At Morgan & Morgan we developed a similar system that facilitates clients providing us with the information on their companies and also makes it easier for us to report to the competent authority because we both are up to the same level of technology. It is difficult for corporate services providers to convince clients to comply with economic substance legislation in jurisdictions where the reports are to be submitted manually. BVI knows that its stability and future prosperity is inextricably tied to the efficient and safe use of digital technologies.
In June 2020, the BVI Financial Services Commission published its Statistical Bulletin. We were pleased to read that at said date the Registry of Corporate Affairs has the impressive total of 375,832 companies that have placed their confidence in the BVI philosophy. This figure and the past decade show us BVI is very aware that it has a financial sector that is becoming increasingly complex. With a more discerning and savvier clientele, and the competition among financial centres is heating up, the BVI is ready to prevail as one of the world´s premier jurisdictions.
For more information on these topics, please contact:
Morgan & Morgan
Morgan & Morgan advised Banistmo, S.A. in connection with the public offering of senior secured notes for an amount of up to US$400 million issued through the ENA Master Trust
Panama, November 16, 2020. Morgan & Morgan acted as counsel to Banistmo, S.A., in connection with the issuance and placement of senior secured notes due 2048 with an interest rate of 4%, for an amount up to US$400,000,000.00, issued through the ENA Master Trust, a special trust vehicle created by Empresa Nacional de Autopistas, S.A. (ENA) to raise the funds to refinance certain obligations amongst others of ENA Sur, S.A. and ENA Este, S.A., both companies that owns the concession rights on toll roads knows as “Corredor Sur” and “Corredor Este”.
The notes were registered with the Superintendence of Markets of the Republic of Panama and listed in the Panama Stock Exchange and Luxembourg Stock Exchange, and placed in the United States of America under 144A/ Regulation S exemptions.
In this public offering, Banistmo, S.A. acted as trustee, to a special purpose trust created by Empresa Nacional de Autopista, S.A. (ENA), as settlor and servicer, and ENA Este, S.A., as settlor and ENA Sur, S.A., as settlors, known as “ENA Master Trust” that issued the bonds to raise the funds needed to refinance certain obligations amongst others of ENA Sur, S.A. and ENA Este, S.A., both companies that own concession rights on highways knows as “Corredor Sur” and “Corredor Este”.
To achieve this issuance, it was necessary to cover complex legal aspects of several jurisdictions, the modification of the existing terms of the bonds issued by ENA Sur Trust and ENA Este Trust, an early redemption of the notes issued by the ENA Sur Trust, among other aspects. The transaction at hand was a complex cross-border transaction covering aspect of several jurisdictions, which in addition required for the existing terms of the notes issued by the ENA Sur Trust and the ENA Este Trust to be amended as well as an early redemption of the notes issued by the ENA Sur Trust.
It is important to mention that we acted as wellMorgan & Morgan acted as well as counsel to Banistmo, S.A. for purposes of the relevant legal matters that arouse for the existing notes issued by the ENA Este Trust, in which Banistmo, S.A. is the trustee as well.
Partners Kharla Aizpurua Olmos, Inocencio Galindo, Ricardo Arias and Jose Carrizo, and senior associate Pablo Epifanio, participated in this transaction.
Morgan & Morgan advised Continental Grain Company in an investment in Multifoods to support the company´s expansion plans
Panama, November 13, 2020. Morgan & Morgan advised Continental Grain Company (“CGC”) in an investment in Multifoods (“Multifoods” or the “Company”), a leading Peru-based contract-manufacturing firm engaged in the production of food and beverage products, working with both grocery retailers and CPG companies.
Morgan & Morgan advised CGC in all Panama law aspects of the transaction, based on the corporate structure of the Company. CGC is a privately-owned global investor, owner, and operator of companies with more than 200 years of history across the food and agribusiness spectrum. The US firm creates long-term value by applying deep industry knowledge, capital and talent to businesses ranging from established market leaders to promising innovators.
Partner Roberto Vidal represented Morgan & Morgan in this transaction.
Panama, November 6, 2020. Morgan & Morgan repeated as a leading Panamanian firm in The Legal 500 – Latin America Guide 2021. Banking and Finance, Capital Markets, Corporate/M&A, Dispute Resolution, Offshore, Projects and Energy, and Shipping earned the top-tier rankings.
In addition, fourteen lawyers of the firm received recommendations as follows:
Juan David Morgan Jr.
Next Generation Partner
Kharla Aizpurua Olmos