Corporate, Tax and Special Projects

PBR has a strong practice in corporate and commercial transactions.  Our services include advising clients on business and operational issues, assistance in organization or re-organization, corporate governance and compliance, conducting legal audits for clients and documentation of various transactions including project finance, mergers and acquisitions, loan syndication, trust indentures and joint ventures.

Our corporate and commercial practice includes the following:

PBR is cited as a Recommended Firm in the 2010 and 2011 AsiaLaw Profiles as well as in the 2010 IFLR1000.

Banking, Finance and Securities

PBR advises a number of banks and financial institutions on regulatory and compliance matters.  We have a strong practice in documentation and negotiation of syndicated loans, mortgage trust indentures and other security arrangements, and other financial transactions.  In such transactions, we have acted either for the borrower or the creditor.

We have assisted clients in various capital market transactions, such as tender offers, private placements and other similar transactions.  PBR has recently acted as Philippine counsel to an investment company in its bid to acquire the majority stake in one of the country’s largest manufacturing companies.

PBR has advised banks, financial institutions and special purpose vehicles on the disposal of non-performing assets. It provides assistance to its clients by conducting legal audits, drafting or reviewing of transaction documents and in the closing of deals.

We recently acted as Philippine counsel on the securitization of US$1 billion senior secured notes by a foreign issuer.  We have also assisted clients in the acquisition of banks and in the registration of foreign loans with the Bangko Sentral ng Pilipinas.

Corporate Organization and Investments

PBR assists its foreign and local clients in corporate formation and organization. This includes registration of branches of foreign corporations and setting up new corporations with the Securities and Exchange Commission (SEC) and with the Philippine Economic Zone Authority (PEZA) or the Board of Investments (BOI).  We also register foreign investments with the Bangko Sentral ng Pilipinas.

We assist our clients with post-incorporation registrations, i.e., securing local government permits and licenses and registration of the new companies with the Bureau of Internal Revenue (BIR), Social Security System and the Home Development Mutual Fund.

We also provide assistance in regulatory and compliance matters with the SEC, PEZA, BOI and BIR and, for clients that are publicly-listed, the Philippine Stock Exchange.

PBR liaises with local partners of its clients that are multinationals.  We draft or review Franchise Agreements and register the same with the Intellectual Property Office.

Under a retainer arrangement, we provide opinions on legal issues involving our clients’ transactions and operations and act as Corporate Secretary and render corporate housekeeping services. We also ensure compliance with SEC regulatory matters.

Corporate Rehabilitation and Liquidation

PBR advises its clients on the requirements, tax and regulatory consequences of insolvency and rehabilitation.

Our Firm also assists clients in voluntary dissolution by preparing the necessary documentation and following up the same until the dissolution is approved by the SEC.

Mergers and Acquisitions

PBR has a strong practice in mergers and acquisitions.  We undertake legal audits for clients. We render advice on tax, structure and nationalization issues, labor and other regulatory aspects of share or asset acquisitions. Our services include conducting legal audits, drafting and negotiating the terms of the transaction documents and  issuing closing opinions.

Real Estate and Project Development

PBR advises the leaders in Philippine real estate development on various issues involving land acquisition, quieting of title, right-of-way, dealing with indigenous peoples claiming rights to the property, expropriation and land use conversion.  We also assist in negotiations with property sellers and buyers and compliance with pertinent government regulations for the securing of project development permits.

Our Firm assists clients in original registration, titling, conversion of use and transfers of property.  We also provide assistance in the registration, annotation (and subsequent cancellation) of mortgages, adverse claims, lis pendens and other property transactions.

We prepare documentation for development projects, such as Joint Development Agreements, Deed Restrictions and Master Deeds, Reservation Agreements, Contracts to Sell and Deeds of Absolute Sale.

Tax, Estate Planning and Settlement

PBR assists clients in seeking tax treaty relief and other rulings from the BIR, such as the confirmation of tax-free exchanges of properties or shares for shares of stock in corporations.  We also assist our clients in securing tax clearances for property or shares sale transactions as well as tax refunds from the BIR.  We render opinions on various tax issues raised by clients.

Our Firm advises clients on tax avoidance measures and structures to minimize taxes on the transfer of properties to their heirs. We assist clients in drafting and executing notarial and holographic wills.  We advise on and prosecute the probate of wills.

We prepare deeds of extrajudicial settlement and implement the same.  We assist our clients in settling the estate tax and secure the tax clearance from the BIR. We implement the transfers by having the property (real property or shares) registered in the name of the heirs.

Transportation, Public Utilities, Infrastructure, Media, Telecommunications, Energy

PBR assists clients in securing the necessary clearances, permits and licenses from the pertinent regulatory agencies.  We also advise and provide support on regulatory and compliance issues. We draft documentation on, among others, concessions, franchises or purchase agreements.  We assist clients enjoying concessions in rate rebasing and other concession-related issues.

We advise a major tollway corporation on its compliance and regulatory issues.

Contact Persons

Mario Luza Bautista
Raymund Martin C. Rodriguez
Marie Cecile Roque-Quintos