O'Neill & Borges LLC

Chairwoman: Rosa M. Lazaro-San Miguel, Esq.

Firm Overview:
O'Neill & Borges LLC is a full-service law firm with experience in all corporate and commercial law practice areas. The firm has been involved in many of the most significant corporate transactions and adversarial proceedings in Puerto Rico for more than 60 years. The firm, founded in 1962, currently has approximately 80 attorneys and paralegals experienced in over 30 practice areas. The firm has a diverse client base including Fortune 500 companies, major Puerto Rico businesses and the Financial Oversight and Management Board for Puerto Rico.

Main Areas of Practice:
Corporate: 60%
Litigation: 24%
Labor: 16%

Bankruptcy, Insolvency & Restructuring:
The firm has a solid bankruptcy, insolvency and debt restructuring practice, dealing withcomplex distressed financial situations, including workouts, reorganizations, acquisitions, chapter 11 bankruptcies, and litigation. The firm represents financial institutions, investments funds, secured and unsecured creditors. The firm has been the principal Puerto Rico counsel to the Financial Oversight and Management Board for Puerto Rico in its supervisory role over the Puerto Rico Government under the PROMESA federal law, including in the restructuring of Puerto Rico’s government debt and unfunded pension obligations under Title III of PROMESA. The restructuring of Puerto Rico’s debt is the largest municipal bankruptcy in U.S. history.

Commercial Lending & Financial Institutions:
The firm represents U.S., European and Puerto Rico banks and financial institutions in a wide variety of financing transactions, including acquisition, asset-based, real estate based and cash flow-based loans, structured financings and workouts, servicing, financing and disposition of consumer and commercial secured and unsecured loans, non-performing loans and distressed debt. It also assists financial entities with licensing and regulatorycompliance, including banking, privacy, broker-dealer, consumer finance, international financial entity, investment company laws, among others.

Corporate & Public Finance:
The firm represents corporate and public issuers, underwriters, credit enhancers, mutual funds, venture capital funds, institutional investors, investment companies and trustees in public offerings and private placements of municipal securities, corporate stocks and bonds, and other securities.

Distribution & Franchising:
The firm represents principals and major distributors in matters related to the Puerto Rico dealers and sales representatives’ protection laws (Acts 75 and 21), including the drafting and negotiation of contracts, arbitration and litigation. The firm also has experience in antitrust issues, and DACO regulations (contests and deceptive advertising rules, among others).

Energy:
The firm has experience in energy company regulatory compliance, negotiating power purchase agreements, and EPC contracts and assist with tax incentives, finance, environmental permitting and development of renewable, alternate, and oil and gas energy projects.

Environmental Law:
The firm has an active environmental practice in areas such as environmental evaluation of business transactions, environmental due diligence, permitting and regulatory counselling, litigation, and environmental legislative and rulemaking matters.

Labour & Employment:
The firm is involved in all aspects of employment and labour relations. Its practice includes areas such as labour aspects of corporate acquisitions, mergers, closings and reorganizations; labour union issues; development of personnel manuals and policies; ERISA and COBRA matters; employment agreements; employment discrimination claims; wage and hour matters; employee compensation and benefits; wrongful discharge claims; immigration, EB-5, among others.

Legislative & Government Affairs:
The firm assists clients in a wide range of policy and government affairs matters, offering comprehensive understanding of the local public sector and regulatory and legislative advocacy services, including drafting, evaluation and monitoring of proposed laws and regulations, representation before government agencies in procurement procedures, RFPs, P3 projects and in rulings, opinion letters, tax incentives and government permits, authorizations and concessions.

Litigation:
The firm represents clients in all matters of civil commercial litigation, in the federal and Puerto Rico courts, before administrative agencies, and in arbitration and mediation proceedings. The firm also provides strategic and preventive counselling to its clients. The firm's experience includes areas such as bankruptcy and creditor's rights, trade regulation, antitrust, dealer protection laws, trademarks, intellectual property, false advertising, unfair competition, personal injury defense, construction, mass torts, class actions, health, insurance and environmental.

Mergers & Acquisitions:
The firm represents buyers and sellers in complex stock and asset transactions. The firm has been involved in major transactions in multiple industries, including pharmaceutical, retail, banking, telecommunications, financial, real estate, energy, health, hospitality and manufacturing. The firm advises clients in all aspects of an M&A transaction and provides local support to international law firms in multi-jurisdictional transactions.

Public-Private Partnerships (P3):
The firm has a P3 practice representing clients in the preparation of unsolicited proposals, in response to RFPs, and negotiation of P3 contracts and transactions.

Real Estate:
The firm has been involved in many of the largest real estate transactions in Puerto Rico. The firm represents clients in the acquisition, investment, financing, development, construction, ownership, management, sale or lease of real property of residential projects (including mixed-used, affordable housing and LIHTC), shopping centers, hotels, office buildings, energy generation, warehouse, industrial and other commercial projects, as well as straightforward leasing, purchase and sale and financing transactions. The firm also assists clients with zoning, land use and entitlement.

Tax:
The tax practice group has expertise in all areas of Puerto Rico taxation, including income, sales, property, excise and municipal license taxes. It has ample experience in tax planning and structuring for Puerto Rico investments, operations, reorganizations, liquidations, and various other types of transactions, including for controlled foreign corporations (CFCs), among others. It is experienced negotiating tax incentives, tax grants, closing agreements, rulings on complex issues, qualification of pension plans, and in administrative procedures before the Treasury Department, PRIDCO, the Centre for the Collection of Municipal Revenues (CRIM) and municipalities. It provides advice on qualification for free trade zones (FTZ), export services (Act 20), Qualified Opportunity Zones, among others. It also has extensive experience in litigation of tax issues.

Tourism & Hospitality Industry:
The firm represents developers, owners and operators of hotels and has experience in all legal aspects of the tourism and hospitality industry, including environmental and land use permits, liquor licenses, casino licenses, time share licenses, financing, room tax issues, sales tax issues, labour and collective bargaining, tourism tax credits and tax exemption concessions.

Trademark & Intellectual Property:
The firm has experience with registration of marks, opposing registration applications, prosecuting or defending against claims of infringing uses, drafting of licensing agreements, advising clients regarding fair use and copyright infringement issues, and copyright infringement litigation.

Economic Recovery & Transformation:
The firm has an economic and disaster recovery practice group following the 2017 hurricanes, supporting clients involved in Puerto Rico’s economic and infrastructure recovery and transformation efforts including in the electric restoration, telecommunications, housing, healthcare, tourism and insurance recovery. The firm assists clients in the evaluation of and compliance with federal and local recovery programs (i.e. Disaster Relief, CDBG-DR), economic and tax incentives (i.e. Opportunity Zones), negotiation of contracts and project development.