Morgan & Morgan advises Banco La Hipotecaria, S.A. in a cross-border securitization of mortgage backed securities for an amount of up to US$45,000,000
Banco La Hipotecaria, S.A., acting as trustee of the Thirteenth Mortgage-Backed Notes Trust, registered Mortgage Loans Notes in three tranches for an amount of up to US$45,000,000 with the Superintendency of Capital Markets of Panama, which notes were successfully placed through the Panama Stock Exchange. Payments due to holders under the Mortgage Loan Notes are guaranteed by a collateral trust constituted under the laws of Panama. The assets of the collateral trust are composed by mortgage loans granted to residents of El Salvador by La Hipotecaria, S.A. de C.V., which is Banco La Hipotecaria’s affiliate in El Salvador and dedicated to the origination of mortgage loans in said country. BG Trust, Inc., an affiliate of Banco General, is the trustee of the collateral trust.
This transaction was a cross-border securitization because the mortgage loans originated in El Salvador were sold to a collateral trust constituted under the laws of Panama in order to guarantee the Mortgage Loan Notes, the Series A of which were acquired by a grantor trust in the United States of America. Said grantor trust intends to sell trust certificates in a Rule 144A/Reg S offering. Payments due to investors under the trust certificates benefit from a guarantee granted by The Overseas Private Investment Company (OPIC), an agency of the U.S. government. The Series B and Series C Mortgage Loan Notes were acquired by local investors in Panama.
Partner Francisco Arias, and associates Ricardo Arias, Roberto Vidal and Pablo Epifanio, participated in the transaction.
Morgan & Morgan advised MMG Bank Corporation in the registration with the SMV of MMG Global Allocation Fund, Inc. as an investment fund authorized to publicly offer up to 20,000,000 of its Ordinary Class B Shares
Morgan & Morgan provided legal counsel to MMG Global Allocation Fund, Inc. (“MMG GAF”) in its constitution as a close-ended fund of funds. For said purpose, Morgan & Morgan provided advice to MMG GAF in registering with the Superintendence of the Securities Market of Panama (the Superintendencia del Mercado de Valores or “SMV”). The investment objective of MMG GAF is capital appreciation by acquiring a diversified portfolio of assets comprised of fixed-income, variable-income and alternative instruments derived from operations in Panama and abroad. MMG GAF was authorized by the SMV to publicly offer up to 20,000,000 of its Ordinary Class B Shares at an initial offering price of US$10.00.
MMG Bank Corporation acted as Arranger, Payment and Transfer Agent, Custodian and Placement Agent of MMG GAF and MMG Asset Management Corp. was appointed as Investment Manager of MMG GAF. Morgan & Morgan worked closely with MMG Bank Corporation and MMG Asset Management in the process of registering MMG GAF with the SMV and in the definition of the final terms and conditions of its Ordinary Class B Shares.
Partner Francisco Arias, and associates Ricardo Arias A., Pablo Epifanio and Cristina de Roux, participated in this transaction.
Growth of the real estate industry in Panama in recent years is noticeable, not just locally but at a regional level as well. Iconic architectural works such as the Trump Tower, F&F Tower (popularly called the “Screw”) among others, attracts positive criticism from different actors in the business and associations in the construction, development and promotion of the real estate business.
In part, real estate growth in Panama is due to the ease in the execution of real estate transactions. Regular practice by local promoters excluded any kind of prior inquiry or investigation of these transactions, placing their trust, in the best of cases, on local financial institutions for those requiring financing.
In recent years, we’ve seen international pressure mostly from the Financial Action Task Force (better known as FATF), who has pushed for strict measures worldwide to prevent the use of financial and service platforms for money laundering, terrorist financing and the financing of the proliferation of weapons of mass destruction.
Panama has joined this international effort and sanctioned Law 23 of April 27, 2015 (“Law 23”). Said law regulates due diligence measures on a risk based approach for all participants in the financial sector (Financial Institutions) and creates also the Superintendence for the Supervision and Regulation of Obligated Non-financial Persons (the “Superintendence”). Within such Obligated Non-financial Persons supervised by the Superintendence and regulated by Law 23, we find promoting companies, real estate agents, real estate brokers and construction companies, whether general or specialized contractors.
By Resolution No. JD-001-2015 of August 14, 2015, the Superintendence separated and regulated specifically agents of the real estate sector listed in Law 23. Said resolution restricts its application to promoting companies, real estate agents and brokers engaging the in purchase transactions on behalf of their customers.
Under Resolution No. JD-001-2015, each agent mentioned above must apply different due diligence measures in accordance with their duties and activities, to verify customer identity, nature of the transaction and source of funds to be used in the transaction. Pursuant to the risk based approach defined for each obligated non-financial person, a minimum basic due diligence applies to customers on whose behalf the purchase is made in the case of promoters, real estate agents and brokers; and in the case of contracting companies, at least a basic due diligence shall be applied to the promoting company with whom it has a business relation.
Due diligence measures in Law 23, from basic which include obtaining detailed and reasonably verified customer information, to strengthened for clients who according to the risk based approach may be high risk (for instance, a politically exposed person [PEP], citizens from high risk countries as per FAFT report, etc.), establish an obligation for each actor in the real estate and construction fields to comply with before entering into a business relation with the customer. Based on the foregoing, many warn of a slow-down in regulated services more particularly, those offered by obligated non-financial persons, which would substantially hold back Panamanian economy, and even foreign investment given the amount of red tape necessary to comply with the due diligence measures in Law 23 and regulations for the sector.
Notwithstanding the above, I feel optimistic and believe this is a great step for the economy; the due diligence filters established in Law 23 will correct or at least reduce the contamination margins from money laundering funds and assets of the financial and services systems in Panama. In other words, despite the initial trauma for the different sectors regulated by Law 23 in implementing the measures and reports for due diligence compliance established therein, we will adapt and continue doing business in a more transparent way to benefit us not just locally, with systems less contaminated with money laundering related transactions, but also internationally, by projecting a more serious image with better supervised systems.
Morgan & Morgan advised majority shareholders of Banco Universal, S.A. in the sale of their shareholding stake in favor of Canal Bank, S.A. (BMF)
Morgan & Morgan represented the majority shareholders of Banco Universal, S.A. in connection with the sale of their shareholding stake to Canal Bank, S.A. (BMF).
The Superintendency of Banks of Panama approved the transaction after taking administrative and operating control of Banco Universal, S.A. and then ordering the reorganization of said banking institution.
Our team of lawyers dealt with important challenges in a transaction resulting from a government process that involved many other actors interested in obtaining control of Banco Universal, S.A. without greater regulation.
Partner Francisco Arias and associates Roberto Vidal and Pablo Epifanio, participated in this transaction.
Morgan & Morgan advised Balboa Bank & Trust Corp. as arranger in the public offering by Latin American Kraft Investment Inc. of 25,000 Preferred Stocks, for an amount up to US$25 Million
Morgan & Morgan advised Balboa Bank & Trust, Corp., as arranger in the public offering of 25,000 Preferred Stocks by Latin American Kraft Investment Inc. (“LAKI”), a multinational company with important presence in Central and North America, and a leader in the packaging industry. In such public offering Morgan & Morgan also advised Balboa Securities Corp., an affiliate of Balboa Bank & Trust Corp., which acted as placement agent in the primary market. LAKI registered the US$25,000,000 issuance with the Superintendency of Capital Markets of Panama and listed the securities with the Panama Stock Exchange. This is the first public offering of securities by LAKI in the Republic of Panama.
Partner Francisco Arias and associates Ricardo Arias and Pablo Epifanio, participated in this transaction.
As part of our Pro Bono program, on May 23 a group of lawyers and volunteers from Morgan & Morgan took part in a free legal assistance fair organized by allied organizations such as Movimiento Nueva Generación Curundú, APROJUSAN and Fundación Amaneceres. During the activity, a group of 50 people received free legal advice and participated in a workshop covering topics related to domestic violence and healthy relationships.
The team from Morgan & Morgan was represented by attorneys Eduardo Castroverde, Ricardo Arias, Allen Candanedo, Dorcas Osorio, Alexis Medina, Mayté Sánchez and Pablo Epifanio; as well as volunteers Versellis Figueroa, Johanne Carrión, Beatriz Espino, Angélica Ortíz and Paola Pérez.
Through initiatives such as this, Morgan & Morgan confirm its commitment to the Pro Bono Declaration of the Americas and equal access to justice.
Como parte de nuestro programa Pro Bono, el pasado sábado 23 de mayo un equipo de abogados y voluntarios de Morgan & Morgan participaron en varias jornadas legales, organizadas por el Movimiento Nueva Generación Curundú, APROJUSAN y la Fundación Amaneceres. Durante estas jornadas se ofreció orientación legal gratuita a más de 50 personas, quienes además recibieron capacitación en temas de violencia doméstica y relaciones sanas.
El equipo de Morgan & Morgan estuvo conformado por los abogados Eduardo Castroverde, Ricardo Arias, Allen Candanedo, Dorcas Osorio, Alexis Medina, Mayté Sánchez y Pablo Epifanio; y los voluntarios Versellis Figueroa, Johanne Carrión, Beatriz Espino, Angélica Ortíz y Paola Pérez.
Con iniciativas como ésta, Morgan & Morgan reafirma su compromiso con la Declaración Pro Bono de las Américas y con el acceso igualitario a la justicia.
Morgan & Morgan represented the shareholders of Seguros Morrice y Urrutia, S.A. (SEMUSA) in the sale of the majority shareholding stake of this company to the Marsh Group, a global risk management and insurance brokerage firm with headquarters in New York.
SEMUSA is one of the leading insurance brokerage firms in the Republic of Panama and has been Marsh´s local correspondent for 15 years.
Partner Francisco Arias, and associates Roberto Vidal, Ana Cristina Castrellón and Pablo Epifanio, participated in this transaction.
Morgan & Morgan representó a los accionistas de Seguros Morrice y Urrutia, S.A. (SEMUSA) en la venta de la mayoría de la participación accionaria de esta sociedad a Marsh Group, una firma global de administración de riesgo y corretaje de seguros con sede central en Nueva York.
SEMUSA es una de las firmas de seguros líderes de la República de Panamá y ha sido el corresponsal local de Marsh durante 15 años.
Francisco Arias, socio, y Roberto Vidal, Ana Cristina Castrellón y Pablo Epifanio, asociados, participaron en esta transacción.
As part of our CSR strategy, on Saturday September 14th, 2013, a team of lawyers and volunteers from Morgan & Morgan and Fundalcom participated in a Legal Orientation Day held at Juan Diaz, province of Panama, in collaboration with the Ministry of Social Development and its program Redes Territoriales. More than 21 people received free legal assistance and participated in a workshop covering topics related to domestic violence and healthy relationships, emphasizing the importance of equal opportunities for men and women.
The aim of these Legal Open Houses is to promote access to justice and gender equality in the country’s most vulnerable populations.
Attorneys Allen Candanedo, Elizabel Planas, Pablo Epifanio, Alberto Samuels (Fundalcom), Gustavo Pérez (Fundalcom), as well as volunteer Belkis Rodriguez (Fundalcom) made up the group that provided services for this initiative.
By participating in this conference, Morgan & Morgan reaffirms its commitment to the Pro Bono Declaration of the Americas being the first Panamanian firm signatory of this initiative.
Como parte de nuestra estrategia de RSE, el pasado sábado 14 de septiembre de 2013, un equipo de abogados y voluntarios de Morgan & Morgan y Fundalcom participaron en una Jornada de Orientación Legal llevada a cabo en Juan Díaz, provincia de Panamá, en colaboración con el Ministerio de Desarrollo Social y su programa: Redes Territoriales. Más de 21 personas recibieron asistencia legal gratuita y participaron de un taller en donde se trataron temas relacionados a la violencia doméstica y promoción de relaciones sanas, haciendo énfasis en la importancia de la igualdad de oportunidades entre hombres y mujeres.
El objetivo de estas jornadas es promover el acceso a la justicia y la equidad de género en las poblaciones más vulnerables del país.
El grupo que prestó sus servicios para esta iniciativa estuvo conformado por los abogados Allen Candanedo, Elizabel Planas, Pablo Epifanio, Alberto Samuels (Fundalcom), Gustavo Pérez (Fundalcom); y la voluntaria Belkis Rodriguez (Fundalcom).
Con su participación en estas jornadas, Morgan & Morgan reafirma su compromiso con la Declaración Pro Bono de las Américas al ser la primera firma panameña signataria de esta iniciativa.