Torres Plaz & Araujo

President Partner: Guillermo de la Rosa Stolk

Partner Directors: Juan Domingo Alfonzo, Juan Carlos Garantón Blanco and Jesús Escudero

General Partners: Domingo Piscitelli and Andrea Cruz

Number of other lawyers: 21

Firm Overview:

We are a full-service law firm that offers innovative and high-value legal solutions to our clients. Our values characterize us and position us as one of the best law firms in Venezuela.

TPA is the exclusive Venezuelan member of Latin American Tax and Legal Network (LATAXNET) and of the State Capital Global Law Firm Group.

Main Areas of Practice:

ACCESS TO GOODS AND SERVICES

At Torres Plaz & Araujo, we have extensive and outstanding experience in providing our clients with complete and effective advice on the Organic Law of Fair Pricing (Decreto Ley Orgánica de Precios Justos) and its application, pricing, financial and legal analysis of cost structures and their proper presentation to regulatory bodies, price marking, promotion and advertising of products and/or services, among others.

We also offer the following services to our clients:

Advice on the measures to be taken before, during and after an inspection by the National Superintendence for the Protection of Socio-Economic Rights (SUNDDE).

Representation and legal assistance during inspections and investigations carried out by the SUNDDE.

Legal representation in conciliation and sanction proceedings, and opposition to preventive measures before the SUNDDE.

Legal representation before the Contentious Administrative Courts and the Supreme Court.

ARBITRATION

At Torres Plaz & Araujo, we are pioneers in the practice of arbitration and mediation in Venezuela, advising and representing national and international clients in the field of alternative dispute resolution.

Our team of professionals is made up of lawyers who have received specialized training that is constantly updated, who are able to work in several languages, and who have in-depth knowledge that enables us to develop the best strategy for our clients in the field of arbitration.

AVIATION AND SPACE LAW

TPA is staffed by professionals who specialize in aerospace law and who can provide services in the various areas of both disciplines, both at the regulatory or administrative level, as well as at the operational level, financial planning and in areas related to tort law. The breadth of knowledge developed in both fields allows us to offer personalized advice for the development of projects in the field of aerospace services.

Likewise, at Torres Plaz & Araujo we have successfully handled the cases of the most important aviation accidents in Venezuela, managing the legal, financial and personal aspects of such events from the reinsurers' point of view, as well as the judicial and extrajudicial processes related to them.

BANK AND FINANCIAL INSTITUTIONS

TPA advises domestic and foreign banking, credit, insurance and financial institutions operating in Venezuela. This includes specialized legal advice to all types of entities and intermediaries in matters such as the establishment and implementation of public financial market control activities and mechanisms.

Our team also provides legal advice on traditional commercial matters (banking and finance), on issues related to corporate and project finance, and on anti-money laundering regulations.

CONSTITUTIONAL, ADMINISTRATIVE AND REGULATORY

"It is a dynamic team with a strong track record of advising key players in the food and beverage, healthcare and pharmaceutical industries on price regulation, regulatory compliance mandates and public contract negotiations. It is also known for its expert handling of administrative litigation and consumer protection matters." Chambers Latin America

Representing the rights and interests of clients in their dealings with public authorities is one of the most demanding services in Venezuela, and TPA has significant experience in this area. The team has extensive experience in analyzing the constitutional and legal aspects of actions taken by public entities. It has advised companies in various sectors of the economy, such as telecommunications, electricity, food and beverages, expropriation, concessions and tenders.

TPA's expertise includes representing clients in administrative and judicial proceedings related to regulatory matters.

TAX LITIGATION

As part of our excellent practice, we have extensive experience in the area of tax litigation, which allows us to provide comprehensive advice in review and audit proceedings, or any action before the National, State or Municipal Tax Administration and parafiscal entities, as well as in the filing of administrative or judicial appeals before the competent bodies of the different regions of the country, and in the filing of other actions and appeals before the Supreme Court of Justice.

The outstanding professionals of our firm have recognized experience in concluding transactions with tax administrations, in the development of conciliations and other means of conflict resolution provided for by Venezuelan legislation.

PUBLIC CONTRACTS

TPA has advised on the negotiation of major oil, electricity, infrastructure and service contracts with public entities, which has allowed the team to gain valuable experience in protecting the rights of our clients.

The team is experienced in developing and implementing sound strategies for the negotiation and execution of public contracts, advising during the bidding process, and handling contractual disputes and arbitration proceedings related to public contracts. TPA's strong background in private and public law has been instrumental in assisting international companies in major disputes governed by Venezuelan law.

CORPORATE & COMMERCIAL

"A respected practice group with a strong presence in the Venezuelan market. The team has extensive experience in advising on corporate restructurings and M&A transactions. Offers additional capabilities in handling EPC contracts and project finance mandates for clients in the hydrocarbon industry".

Chambers Latinoamérica

TPA provides legal assistance in all matters relevant to business development, helps structure foreign investments in Venezuela to ensure protection in a changing environment, and optimizes the use of bilateral investment treaties.

We advise on major corporate and project financing, exchange control matters, mergers and acquisitions, bankruptcy, banking and finance, asset protection and capital markets.

We have advised many major international and local companies in the negotiation and implementation of supply, service, procurement, EPC contracts, leases, franchising, commercial agency and mass marketing distribution networks.

We offer the following services within the corporate area:

• Advice on project financing, corporate financing, acquisition financing and the structuring of guarantees for such financing.

• Advice on the structuring of investments and all types of association schemes (with or without corporate form) and domiciliation of foreign companies; corporate and shareholding restructurings; cooperation agreements; mergers and acquisitions; bankruptcy, banking and financial law; asset protection and capital markets.

• Advice on the negotiation and implementation of supply, service, purchase and sale, engineering, procurement and construction contracts; leasing, franchising, commercial agency, distribution networks for mass marketing.

• Advice on day-to-day corporate matters, such as incorporation and management of companies, shareholders' agreements, obtaining and monitoring national registrations.

• Advice on foreign exchange issues, including analysis and implementation of structures for adequate financing of local operations.

CORPORATE TAX

"A large tax department with a strong practice representing clients in contentious tax matters, such as defending clients against income tax assessments and administrative litigation. Provides additional activity in tax planning and structuring, as well as restructuring for corporations and SPVs. The firm offers additional activity in assisting multinationals with transfer pricing and exchange controls."

Chambers Latinoamérica

TPA's leadership in this area is based on his extensive experience and ability to structure and restructure businesses and corporate projects in Venezuela and abroad.

He has acted as special tax counsel in large international transactions and has particular expertise in the interplay between domestic tax law, foreign tax law and tax treaties.

Our professionals have extensive experience in assisting clients in all aspects of corporate taxation, including transfer pricing, analysis, compliance and withholding regimes, VAT and other indirect taxes, local taxes, import taxes and customs duties. They are financial and tax specialists with experience in advising on all aspects of taxation, including strategic structuring of projects and businesses, tax planning, anti-tax deferral regimes, transfer pricing, tax litigation and tax compliance. Our expertise also extends to all taxes, both direct and indirect, as well as national and local parafiscal contributions.

The firm is recognized as the best law firm for handling tax controversies and tax assessment proceedings.

COMPETITION LAW

We are one of the pioneer firms in the practice of antitrust law and have developed extensive experience in handling cases before the Procompetencia and the Contentious Administrative Jurisdiction, advising and representing national and international companies in all matters related to mergers, concentrations, cartelization, abuse of dominant position, unfair competition, unilateral practices and the franchise regime.

The effectiveness achieved by TPA in solving these cases is based on the most appropriate analysis of the respective markets from a legal and economic point of view, on the prompt and special attention to them, and on the knowledge of the clients' business from an antitrust point of view.

We also have extensive experience in international unfair competition issues (safeguards, dumping, subsidies, dispute settlement, integration and market access).

In antitrust matters, we provide multidisciplinary strategic planning advice to companies regarding the vertical integration of their businesses, their distribution activities and contractual aspects, based on Venezuelan regulations. This service is equally relevant when dealing with conglomerates that are not only vertically integrated, but also horizontally integrated, with a presence in substitute and complementary markets.

FAMILY-OWNED BUSINESSES

Our firm has long been recognized for its experience in advising on the structuring and management of family businesses and in structuring the assets of wealthy individuals and families, both nationally and internationally. We have also been recognized for our ability to provide solutions to the diverse situations of family businesses. We are active in a wide range of industries.

Thanks to the integration of multidisciplinary teams, we have advised the owners and shareholders of family businesses, both from a corporate, contractual and legal point of view, for the integration of a family council and a family protocol, as well as for financial, tax and succession optimization, always with the aim of increasing the financial efficiency of the organization, protecting its assets, minimizing risks and ensuring the management and continuity of these businesses over time.

ENERGY

"The team advises a wide range of domestic and international clients on oil and gas matters. Areas of expertise include crude oil production and offshore natural gas mandates. It handles sector-related regulatory issues, arbitration and contract negotiations for energy projects, with additional capabilities to advise energy companies on corporate governance. He is also experienced in dealing with tax issues relevant to the sector".

Chambers Latinoamérica

Our in-depth knowledge and broad experience make TPA a leading player in structuring oil and gas projects in Venezuela (upstream and downstream) and a sought-after advisor to petrochemical companies and oil and gas contractors (onshore and offshore).

TPA's extensive experience ranges from consulting since the mid-1980s and much of the early 1990s, including major project financings in the Orinoco Belt, to the transition of operating service contracts to joint ventures and the negotiation of new joint venture blocks and gas licenses.

PHARMACEUTICALS AND BIOTECHNOLOGY

At TPA, we have recognized experience in the design and execution of all types of transactions for the pharmaceutical and biotechnology sectors, ranging from complex joint ventures and mergers to acquisitions of product lines or businesses.

The group of lawyers that make up our department have extensive knowledge of pharmaceutical and health regulations and advise on all matters that affect companies in this sector in the daily exercise of their activities: from the implementation of these regulations to the manufacture and marketing of products; the rules governing government advertising and pricing; the representation and defense of clients before the public administration, either in administrative or judicial proceedings.

This group of professionals is complemented by other members of our firm, specialists in competition law, with specific knowledge of the issues facing the sector.

PROJECT FUNDING

In TPA, we have had a significant and recognized involvement in the legal advice, structuring and formalization of all types of financing operations, both national and international.

The team is experienced in the design of financing structures, single or syndicated, single or multi-section, for real estate, corporate or institutional projects. It also analyses the appropriateness and structuring of real and personal guarantees, depending on the specific needs of the case, and also deals with bankruptcy issues of intervention and liquidation.

Our experience is confirmed by the consultancy services we have provided in projects of great importance in various industrial sectors, such as:

• Financing of oil and gas projects, including plans for the formation of strategic alliances, operating agreements and joint ventures for the exploration and production of hydrocarbons; financing for the continuation of operations, acquisition and modernization of equipment.

• Financing of petrochemical projects, including the construction, expansion and modernization of petrochemical plants.

• Financing of power generation and transmission projects.

• Financing of engineering, procurement and construction projects, including the construction, expansion and/or modernization of infrastructure.

• Financing of mining projects.

• Financing of telecommunications projects.

In these projects, we have represented lenders and borrowers, including private and public companies, commercial banks and multilateral and bilateral agencies.

Our extensive experience in advising on and effectively closing project financings confirms that our team is prepared to go beyond providing legal advice and actively participate in the strategic analysis of projects, able to propose the best available alternatives to minimize or mitigate commercial and political risks, among others.

FOUNDATIONS AND NON-PROFIT ORGANIZATIONS

TPA is committed to working with social purpose organizations. To this end, we have a group of professionals dedicated to advising foundations and non-profit organizations, with extensive experience in the day-to-day support of these organizations and a thorough knowledge of the legislation and regulatory standards to which they are subject.

Our services in this area include general tax advice and tax incentives, commercial advice, intellectual property advice and structuring advice.

MERGERS AND ACQUISITIONS

TPA's professional team assists and represents our clients in negotiations with both public and private companies, drafting contracts, conducting legal audits and providing opinions on contracts and corporate structures, as well as any other aspect related to mergers and/or acquisitions, including financing agreements, constitution of guarantees, creation of joint ventures and the like.

Our experience in this area includes advising several national and multinational companies in the consumer goods, automotive, pharmaceutical laboratories, industrial, petrochemical, self-service, telecommunications and domestic appliance sectors, among others.

REAL ESTATE AND CONSTRUCTION

At TPA we have a team of professionals with solid experience in the various sectors of the real estate and construction industry, a quality that allows us to advise both foreign companies in the execution of their projects in Venezuela and Venezuelan companies in their projects abroad.

We advise individuals, companies, and institutions with interests in real estate and construction, in areas such as urban planning, environmental, fiscal, contractual, financial, litigation and labor.

The recognized level of specialization of our professionals allows us to provide high-level advice and to form multidisciplinary teams, integrating experts from different areas of the firm to conduct complex projects.

LITIGATION

Our team is highly skilled in the use of traditional litigation and alternative dispute resolution methods in civil and commercial matters. In this way, we offer our clients a better management of the conflict, depending on its characteristics, always with the aim of achieving the best solution in terms of time, money, and benefits.

MEDIA AND TELECOMMUNICATIONS

Our firm has experience in this area, advising on the administrative, corporate and tax aspects of developing activities in the telecommunications or audiovisual and electronic media transmission and broadcasting sectors, as well as Internet services and e-commerce.

The services we provide include:

• Advice on sectoral rules (regulation) and representation before the competent regulatory body (Conatel).

• Advising on the structuring of transmission and broadcasting operations in Venezuela, both in negotiations with cable operators and authorized operators, as well as in the placement of advertising space.

• Advising on contracts related to telecommunications services, such as administrative authorizations and/or concessions, wholesale agreements, software licenses and agreements with manufacturers, among others.

• Advice on e-commerce, industrial and intellectual property matters.

• Advice on commercial advertising in audiovisual media.

• Advice on production contracts for radio and television programs, acquisition of broadcasting rights and acquisition of broadcasting rights.

• Advice on the operation of fiscal and administrative aspects.

CAPITAL MARKETS

TPA has experience in advising on matters relating to the Venezuelan securities market, including the registration and incorporation of brokers, collective investment schemes and their managers, and the issuance of bonds, commercial papers and other securities.

Our clients include domestic companies, banks, and brokerage firms, to whom we advise on takeover bids, issues and placements of securities, public offers for the sale or subscription of securities, private placements of securities, defense against takeover bids and mergers, acquisitions and restructurings of listed companies. We also advise on compliance with your periodic obligations before the regulatory and supervisory bodies of the national securities market.

MINING

TPA has a multidisciplinary and highly qualified team to conduct mining operations in Venezuela.

Our lawyers assist with permitting and the design and implementation of contractual arrangements to develop projects. We assist our clients in dealing with the authorities, negotiating their legal stability agreements, complying with their mining obligations, obtaining the necessary licenses and consents for their major mining operations and in the regulatory process.

The country's leading financial institutions, mining companies and corporate leaders have valued our firm's expertise in some of the mining industry's largest and most innovative transactions. We are also recognized for our leadership in joint ventures, financing, equity and debt capital markets and dispute resolution in the sector.

INSURANCE

TPA's team of professionals provides specialist advice to local and foreign insurers, reinsurers and brokers on the development of new projects and the resolution of claims and disputes.

Languages:

Spanish, English, Italian, French.