Firm / Organisation

Alemán, Cordero, Galindo & Lee

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This content is provided by Alemán, Cordero, Galindo & Lee.

Managing Partner: Arturo Gerbaud
Contact Partner: Eloy Alfaro
Number of partners worldwide: 12
Number of other lawyers worldwide: 18
Languages: Spanish, English, French

Firm Overview:
Alemán, Cordero, Galindo & Lee was established in 1985 and has quickly become one of Panama’s leading law firms in the banking, finance, and corporate M&A areas as well as in the representation of large corporations doing business in the country. The offshore practice is supported by offices around the world including in the British Virgin Islands, Belize, the Bahamas, Uruguay and Luxembourg, and also by a strong network of correspondents throughout Europe, Asia, the US and Latin America. In its local practice, the banking department is one of the firm’s main areas of strength. It provides services to most of the large banks established in the country and also represents several foreign banks that have recently applied for a banking licence and have started operations in Panama. The firm also provides legal advice to a large number of companies from various industries, ranging from the largest telecommunication company in the country to companies engaged in port activities, software production, transportation (airlines, railroad and shipping), electric distribution, construction, manufacturing, petroleum distribution, pharmaceutical distribution, banana trading and retail sales, among others. The firm has been recognised as ‘Panama Law Firm of the Year’ in 2011, 2013, 2015 and 2017 by Chambers and Partners.

Main Areas of Practice:

Banking, Finance & Capital Markets:
The firm handles a large variety of banking and finance matters, including the drafting of loan agreements, international securities transactions, initial public offerings and tender offers, and is generally considered to be the leading banking firm in the country.

Representative Transactions:
■ Represented Celsia SA ESP as guarantor and CTC CURAZAO BV as borrower in a US$200m credit agreement with The Bank of Tokyo-Mitsubishi UFJ, Ltd., Banco Santander SA and Banco Santander de Negocios Colombia SA
■ Participated as adviser to JP Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated in connection with a US$550 million 144a/Reg S bond offering by Banco General S.A
■ Acted as legal counsel to Grupo Mundial Tenedora, S.A. and Banco Panameño de la Vivienda, S.A. (Banvivienda) in the exchange process of up to 34,000,000 non-accumulative preferred shares without voting rights of Banco Panameño de la Vivienda, S.A. (Banvivienda) for non-accumulative preferred shares without voting rights of Grupo Mundial Tenedora, S.A. The exchange process was done through the Panama Stock Exchange, where the firm played a key role since exchange proceedings are complex and uncommon in the Panamanian market

Corporate & M&A:
The firm advises clients on selecting the best alternative to meet their particular needs, taking into consideration tax, regulatory, liability and confidentiality matters. It provides counsel to clients on the reorganisation and restructuring of their operations, and in the drafting of articles of incorporations and bylaws. 

Representative Transactions:
■ Advised Banca de Inversión Bancolombia (BIB) in the sale of the Soho Project, for US$350 million. The Soho project is the largest high-end luxury commercial real estate project in Panama. This is a unique transaction as it results from sanctions imposed by the Office of Foreign Assets Control (OFAC) of the Department of the Treasury on the Waked Group, which previously owned this project. The shares of the entity that owned the Soho Project were placed in trust with the Banco Nacional de Panamá with the purpose of selling the project for the benefit of its creditors. It is the first transaction of its kind in Panama and perhaps the most expensive real estate transaction ever in Panama

Energy & Natural Resources:
The firm is actively involved in the energy field, advising one of the two power distribution companies in Panama, as well as important oil companies and power generators, in legal and regulatory matters. With respect to natural resources, Alcogal has been involved in the largest transactions in the country, including several in the mining sector.

Representative Transactions:
■ Advised First Quantum Minerals Ltd., as local counsel, in its US$5.1b acquisition of Inmet Mining Corp., which owns Minera Panama, SA, which has a concession for one of the largest copper mine development projects in Latin America
■ Represented Grande Investment Corp. in the negotiation for the acquisition of a controlling interest of Petroamérica Terminal S.A. (PATSA) by VTTI B.V. The firm collaborated with the review, negotiation, and closing of the Stock Purchase Agreement, Shareholder’s Agreement, and other transactional documents

Public Tenders & Concession Contracts:
From port facilities and tolls roads to the Panama Canal Expansion Project, Alcogal has been involved in every critical step of its clients’ participation in many of Panama’s largest public tenders and the negotiation of multiple major concession contracts.

Representative Transactions:
■ Advised Grupo Unidos por el Canal, SA in its US$31b successful bid to design and build the Third Set of Locks project of the Panama Canal Expansion Project
■ Advised Ingenieros Civiles Asociados, SA de CV (ICA) in its bid to build the Panamanian government’s new flagship convention centre

Litigation & Arbitration:
The firm provides excellent advice and assistance on a wide range of matters before national courts and other forums of dispute resolution. The firm’s litigators have also represented clients in arbitration hearings in the United States and Europe, and have acted as expert witnesses on issues related to Panamanian law in various courts around the world.

Representative Transactions:
■ Represented Grupo Unido por el Canal (GUPC) the Contractor for the design and construction of the Third Set of Locks of the Panama Canal, in connection with the referral of claims to a Dispute Adjudication Board (‘DAB’) composed of international construction law and engineering experts. The claim refers to unforeseen properties of the basalt on the Pacific Locks excavation rendering impracticable to be used as aggregate for concrete and to the rejection by the employer of the concrete mix designs which caused a delay in the project. The firm’s client prevailed with an award of US$236m

Real Estate:
Alcogal represents international and domestic clients in the country’s largest and most high-profile real estate transactions. The firm participated in one of the most prolific real estate booms in recent history, and continues to advise clients from every major industry in efficiently and effectively handling ‘bet-the-company’ transactions.

Infrastructure:
Alcogal represents industry leaders and world-renowned companies, including both owners and builders, in all types of construction and infrastructure-development projects. The firm advises international and domestic private clients in all aspects of this field, including: tendering and public procurement, joint venture and corporate structures, contract law (including advise under FIDIC and AIA contract forms) and surety law.

Offshore Services:
Alcogal offers multi-jurisdictional, tailor-made solutions for its global clientele of corporations, private banks, family offices, private equity, hedge funds and trustees.

Others:
Alcogal also offers its clients top-tier legal advice in matters related to antitrust, environmental law, immigration, intellectual property, international trade, labour, maritime and port facilities, telecommunications, trusts and estate planning, among many others.

International Work:
Alemán, Cordero, Galindo & Lee Alcogal is very experienced in dealing with international clients. It is one of the leading law firms in the country in the banking area and thus has handled many complex financial transactions for foreign banks and corporations. In addition, it represents many of the international companies that submitted winning bids for the purchase of privatised state companies, and has also provided legal assistance to Panamanian companies that have expanded their activities abroad.

Clients:
The firm’s main international clients include Citibank; Banistmo; Scotiabank; Kraft Foods; The Shell Company; Cable & Wireless; Mitsui; Pfizer; Siemens AG; Cisco Systems.; Evergreen International; Grupo Taca;  Grupo Lafise; Bacardi Latinoamerica; Panama Canal Railway Company; Kansas City Southern Industries; Unilever de Centro América; Mi-Jack Products; Petróleos Delta; Constructora Urbana; Organización Cisneros; Elektra Noreste; Empresas Pública de Medellín; Copa Airlines; Grupo Carso; London & Regional; Julius Baer; Grupo Unidos por el Canal; Procter and Gamble; First Quantum Minerals; Celsia; Nestle; Estee Lauder; AES; UBS AG; Banco General, S.A.; BAC International Bank Inc.; Banco Santander, S.A., among many others.

Contributions

Total 1 contributions

Banking & Finance 2019 Law and Practice in Panama

Eloy Alfaro B., Arturo Gerbaud

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Articles, Highlights and Press Releases

Total 10 Articles, Highlights and Press Releases

JP Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated

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Banca de Inversión Bancolombia (BIB)

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Grande Investment Corp.

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