1 L E G A L CALGARY DALLAS MEXICO CITY BOGOTA LOCAL AND REGIONAL LEGAL COUNSEL INTERNATIONAL STRATEGIES GOVERNMENT AFFAIRS COMMERCIAL AND REGULATORY MATTERS MARKET AND SECTOR INTELLIGENCE LOCAL PARTNERSHIP ASSISTANCE
2 Introduction L E G A L ABOUT US SMPS Legal is a boutique law firm with regional expertise created by San Martín y Pizarro Suarez, S.C., O&G Energy and Natural Resources Attorneys S.A.S. and Solorzano Corporation to form a team of experienced and specialized lawyers committed to offering integrated multidisciplinary legal counsel in Latin America from strategically located offices. SMPS Legal have successfully counseled domestic and foreign investors in their activities in Latin America for over 20 years. Specifically, SMPS Legal provides legal services and support in transactions and projects in Latin America in important industry sectors of the economy, such as energy and natural resources, including oil & gas (upstream and downstream), mining, electricity (power generation and transmission) and water, infrastructure, private equity, banking and finance, hospitality, insurance, capital markets, aeronautic, automotive, cultural, food, pharmaceutical, real estate, manufacturing and information technology. Responding to the growth of emerging markets in Latin America, SMPS Legal specializes in cross-border transactions, acquisitions, spin-offs, joint ventures, strategic alliances and foreign investments in the Region. SMPS Legal currently has offices in Calgary, Dallas, Mexico City and Bogota and alliances with prominent firms in Brazil, Argentina, Costa Rica, Panama, Peru and other Latin American countries to best serve its clients. From knowledge of the local commercial and corporate customs and practices, to evaluating the relevant sectors of the economy and obtaining specialized legal advice, SMPS Legal assists its clients maximize the opportunities offered by the Region, providing timely and cost effective advice. In addition to the fact that the members of SMPS Legal share a joint vision to apply a commercial approach and provide focused legal and business advice, the Firm provides tangible added value to its clients by taking the time to understand their business and legal service needs.
3 Practice Areas Jorge San Martín Tax Partner Jorge is both a lawyer and a certified public accountant. His practice is focused on tax and business planning, including mergers and acquisitions, as well as corporate reorganizations with particular focus on permanent establishments and other tax-related international matters. Jorge assists his clients in planning tax efficient structures, including the tax treatment of acquisitions and investments. His practice includes the representation of clients before Mexican Tax Authorities in a broad range of national and international tax controversies as well as in litigation. This allows SMPS Legal to identify and recommend the best and most efficient corporate structures to achieve tax efficiency, consolidation and mitigation of potential risks. SMPS Legal also provides corporate governance services and advice with day-to-day corporate legal needs, such as management and custody of corporate books, as well as in the development of sophisticated foreign capital structures to protect investment and comply with regulations TAX: CONSULTING LITIGATION SMPS Legal is leader in the optimization of tax structures and M&A tax related issues. The Tax Practice is uniquely qualified as it is a fully integrated consulting and litigation Tax Practice whereby all members of the SMPS Legal Tax Team provide both consulting and litigation services, with a clear vision of the financial and legal aspects of every issue impacting the client. The SMPS Legal Tax Practice assists its clients in complex transactions involving financial technicalities and contingencies banking on the strong financial and litigation backgrounds of all its members. This directly translates into a comprehensive handling of each case, tailored to better serve the client and providing tangible added value thereto. Eduardo Pizarro Suárez Corporate, Finance and Real Estate Partner Eduardo has a broad-based practice providing legal and business advice and counseling to multinational and Mexican companies. His corporate practice primarily focuses in private equity, corporate finance, joint ventures, spin-offs, mergers and acquisition transactions, general corporate law and investments for domestic and international transactions. His practice includes active representation of clients involved in a variety of projects, including transactions and investments in the areas of real estate, public and private mergers, asset and stock purchases and dispositions and the structure and formation of partnerships, joint ventures and strategic alliances. Eduardo also coordinates civil and commercial litigation before both federal and local courts. SMPS Legal offers multidisciplinary advice in all matters related to tax, enforcement of international treaties and implementation of national and foreign structures for residents in Mexico and abroad, as well as tax and administrative litigation. CORPORATE M&A FOREIGN INVESTMENT SMPS Legal assists clients in the negotiation and execution of corporate restructures, co-investments, shareholders' agreements, transformations, spin-offs and mergers, including national and international private capital funds. Our lawyers are specialists in negotiating agreements as well as in the performance of specialized audits to adequately assess the risks and opportunities regarding transactions prior to the execution thereof. The Firm has extensive experience in all areas of corporate law, including organization, maintenance, dissolution and liquidation of corporations and partnerships, civil or commercial, public or private, profit or non-profit, as well as subject to specific regulation.
4 Practice Areas L E G A L REAL ESTATE The attorneys of SMPS Legal have extensive experience representing developers, creditors and investors in every type of real estate and asset transactions, including purchase, lease, funding, development, construction and liens on real estate assets such as offices, malls, mines, warehouses, local businesses, residential and multi-purpose properties and hotels. The members of SMPS Legal are key players and have been consistently involved in matters of significant importance in the hospitality sector providing legal assistance in well-known hospitality projects in Mexico. The services offered by SMPS Legal include audits, regulatory, tax and environmental matters, as well as structuring of real estate projects through any type of structures such as Real Estate Trusts ( FIBRAs or Fideicomisos Inmobiliarios de Bienes Raíces). Andrés Pizarro Suárez Associate Andrés has extensive experience in mergers and acquisitions, joint ventures, real estate, restructurings, investments and corporate and regulatory matters. His practice includes active representation of clients involved in corporate, civil, finance and commercial projects in diverse areas and industries. Alejandro Ortiz Prieto Corporate, Finance and Real Estate Partner (Dallas - Mexico City) Alejandro has, for over two decades, advised and represented Fortune 500 companies and other well-known companies around the world to establish, operate, monitor and grow their investments in Mexico and Latin America. He specializes in assisting companies with their initial expansion into Mexico and Latin America, as well as helping established companies with all aspects of conducting international business. Alejandro maintains a diverse practice representing companies in a broad range of industries. Drawing upon his over 20 years of experience, he consistently provides high-quality legal services to his clients. PRIVATE EQUITY BANKING FINANCE FINANCIAL INSTITUTIONS The Firm counsels private equity companies, creditors, debtors and other participants in national and foreign markets in granting and restructuring of financing and in the establishment of guaranties by providing prompt and cutting-edge advice in a sector that is time sensitive in its transactions. The Practice actively participates and assists its clients with the incorporation of private capital funds. SMPS Legal has vast experience in bank and private funding transactions, as well as in financing of States and Municipalities in Mexico. The partners of the Private Equity Practice of SMPS Legal regularly provide regulatory and transactional advice to banks, multi-purpose financial corporations (SOFOMS), insurance companies, inter-dealer brokerage firms and institutional pension fund managers (AFORES). SMPS Legal assists private equity funds in their initial stages from fund raising to building the investment funds, the portfolio investments and management, including the restructuring, refinancing and sale or recapitalization thereof. Paloma Armella Associate Paloma specializes in local and international tax consulting. Her professional practice consists in local and transnational transactions, including local consultancy in tax matters, international taxation and restructuring. She has experience in corporate, labor and intellectual property matters, including drafting agreements, incorporation of Mexican entities, corporate restructures, mergers and liquidations. She also advises clients on foreign investment and intellectual property matters.
5 Practice Areas Pablo Mauricio Alvarado Partner and Head of Energy and Oil & Gas (Bogota) Mauricio is an expert energy and natural resources attorney licensed to practice law in both Colombia and the United States (Texas). Mauricio specializes in representing clients on matters relating to high-level and sophisticated international transactions and ventures, including ongoing international exploration and production, oil, natural gas, power generation and energy privatization projects in several Latin American countries. Concerning Electricity, SMPS Legal has extensive experience in the structuring and funding of electricity projects as well as the processing of permits before the CRE in all forms (self-supply, co-generation, independent production, import and export); and in Mining, SMPS Legal advises on the structuring and funding of mining projects; the acquisition, transfer, registry and lien of mining rights; the issuance of mining licenses and payment of mining rights; and the drafting and negotiation of agreements, addressing litigation matters from mining licenses to any type of real estate issues. The experience of SMPS Legal includes energy projects, biogas, solar and wind energy. Carlos Solórzano Energy, Finance and Real Estate Partner (Calgary) Carlos has extensive experience in sector specific audit services, mergers and acquisitions, negotiation and implementation of joint ventures and strategic alliances, mainly for the oil and gas sector, as well as real estate transactions involving commercial, residential and mixed-use developments. Additionally, Carlos has successfully assisted several clients in dispute resolution matters. ENERGY MINING NATURAL RESOURCES SMPS Legal has a sophisticated energy practice, with emphasis in the development and funding of energy projects. The Firm provides comprehensive advice to clients specialized in the generation of conventional and alternate energy in a wide range of matters such as the consolidation of a more efficient corporate and tax structure and the obtention of permits and authorizations requited for implementation. For Oil and Gas, the SMPS Legal Energy Team specializes in negotiation of agreements for the industry with PEMEX and other suppliers; advising on public contracting procedures (direct awards, public biddings and restricted invitations); the implementation of strategies to surmount challenges with public contracting procedures, including administrative disputes, litigations and constitutional and other appeals and proceedings; bids from Pemex Exploración y Producción concerning mature fields; construction of natural gas pipelines; processing gas permits before the Energy Regulatory Commission; and natural gas distribution agreements with Pemex Gas y Petroquímica Básica and other distributors. Jorge Miranda Tax Partner (Calgary) Jorge has extensive experience in transactions in the private and public sectors in Mexico and Canada. Jorge s areas of expertise include business relations, contract negotiations, strategic planning and business analysis.
6 SMPS Legal provides cutting-edge legal services to address the needs of today s leading corporations in the Latin American Region.
7 The integrated multidisciplinary approach of SMPS Legal allows us to render comprehensive legal services with tangible added value to our clients.
8 Practice Areas L E G A L INFRASTRUCTURE GLOBAL PROJECTS The Projects Practice Team of SMPS Legal has successfully represented clients in projects throughout the Latin American Region. Our experience spans over several legal systems and over the last two decades to include a wide range of technologies and industries. SMPS Legal assists its clients in development and infrastructure projects from the definition of the structure and funding of the projects, to the achievement of the applicable permits, including Private-Public Partnerships (PPP) structuring. Our Projects Practice reflects the fundamental values of SMPS Legal, to provide cutting-edge advice and representation based upon our vast practical experience. Our Projects Practice Team includes experience across all major practice areas involved with investment in a project, from the early-stage development and regulatory matters through financing, mergers, acquisitions, restructurings and public offerings. We provide advice on initial project planning and structuring (including tax planning); real estate acquisition; project bids; drafting and negotiation of all key contracts (such as supply, operating, maintenance, engineering and construction agreements); advice on labor and employment matters; and compliance with rules and regulations of local, state and national energy, utility and environmental regulatory authorities. Ana Paula Pardo de Larrea Tax Partner (México City) Ana Paula joined SMPS Legal in 2015 as Tax partner. Ana Paula s main practice is taxation concerning domestic and international aspects and involves representing corporations and individuals. She regularly advises clients on matters involving commercial transactions, tax planning, start up business, joint ventures, investments, acquisitions, mergers, spin offs, dispositions, tax free reorganizations, transfer pricing consulting. Alexis Michel Foreign Trade and Customs Partner Alexis focuses his practice not only in the compliance of customs and foreign trade obligations, but in identifying and developing areas with expansion opportunities for his clients. Alexis is specialized in tariff classification, customs valuation, implementation of free trade agreements, origin verifications, criteria confirmation and certifications before different authorities, as well as development of foreign trade development programs as Maquila, Sector Promotion and Drawback. He has extensive experience in the performance of internal audits. Alexis represents clients before different tax and customs authorities in audits and administrative proceedings. Furthermore, he has developed a successful practice in unfair trade practices such as antidumping and subventions. FOREIGN TRADE AND CUSTOMS: CONSULTING - LITIGATION The Foreign Trade Practice focuses on advising clients regarding tax obligation compliance and specifically assisting the client to identify and develop expansion opportunities. It specializes in tariff classification, customs valuation, implementation of free trade agreements, origin verification, criteria confirmation before tax and customs authorities and the development foreign trade programs such as the Maquila Programs, Drawback and Sector Promotion. The Trade Practice of SMPS Legal includes development and implementation of strategies to optimize all tools available, dispute resolution tactics and proceedings. The Practice has sound experience in the selection, coordination and implementation of the best optimized corporate, tax and customs strategies in Mexico, tailored to the client s needs, the performance of audits to examine the correctness of import/export operations, the implementation of preventive measures and the representation of clients before tax and customs authorities during audits, administrative procedures and to defend tax contingencies.
9 Practice Areas LABOR CONSULTING The Firm provides legal advice on all matters related to labor law and social security, including recruitment strategies, establishment and modification of benefits, plans and employment conditions, as well as in the compliance with labor provisions, collective negotiations and matters pertaining to unions. In addition, the Firm continuously advises corporations in the negotiation and drafting of confidentiality and non-competition agreements, as well as in matters pertaining to the payment of profit sharing, pension funds, employer s substitution, hiring of expatriates, outsourcing, benefits structure, stock options, saving funds and labor audits. Christian Solís Tax Partner Christian specializes in local and international tax consultancy, as well as in tax and administrative litigation. His professional practice is focused on local and transnational transactions. Christian s experience includes local consultancy in tax matters, international taxation, mergers and acquisitions, spin-offs, restructures and tax and administrative litigation. Federico Scheffler Associate The professional practice of Federico is focused on tax consulting, as well as corporate and business matters involving national and international transactions. He has broad experience in matters of tax consultancy, international taxation, real estate planning, representation of clients in tax audits, venture capital, mergers and acquisitions, commercial contracts, corporate finance, corporate restructuring and reorganization. David Camacho Corporate, Energy and Environmental Partner (Bogota) David specializes primarily in corporate law, mergers and acquisitions, and natural resources law, particularly structuring foreign investments related to the mining and oil and gas industry. He has extensive experience providing legal services to design corporate structures, as well as negotiating and implementing mining and oil and gas agreements. Additionally, he has experience with different models of regulation and state control implemented in several jurisdictions over the hydrocarbon and mining resources. Publio Perilla Lozano Tax and Foreign Investment Partner (Bogota) Publio is an expert in taxationand foreign investment matters licensed to practice law in Colombia. He specializes in providing expert advice in areas such as corporate taxation, tax planning, foreign investment, exchange control rules, project finance, oil and mining taxation (mainly related to fiscal effects of farm out and other participating agreements and tax relief of investments in acquisition and development of exploration and production projects), mergers and acquisitions and international taxation.
10 Practice Areas L E G A L Jorge Navarro Of Counsel Jorge is an expert in ICT, e-business, telecommunications and data protection. He specializes in contracts, drafting regulation, as well as legal audits for regulatory compliance. Jorge is a consultant to the United Nations Conference on Trade and Development - UNCTAD in ICT and e-commerce Law and Policy in Latin America for the harmonization of cyber laws. Severo López Mestre Of Counsel Energy Severo is an expert in energy policy and regulation with over 17 years of experience in the Mexican energy industry. He contributes experience and knowledge to the SMPS Legal Energy Practice. He has been involved in the drafting and design of the first privatization project in the oil industry in Mexico, as well as the first electricity deregulation reform presented before Congress. Severo is a founding member of Sustentabilidad para Mexico A.C. which represents the World Green Building Council and is the most influential organization to promote green construction in Mexico. He is a consistent contributor in newspapers, magazines and energy publications and is currently the Energy news contributor at EFBloomberg TV Network. AUDIT SERVICES GOVERNANCE COMPLIANCE - OTHER MATTERS Based on its vast experience in the Latin American Region and in diverse sectors, SMPS Legal offers an array of legal audit services, specific and specialized as needed to fulfill its clients needs. The members of SMPS Legal are experts in identifying risk areas. SMPS Legal has successfully assisted its clients of the oil, gas and mining industries, among others, to fulfill industry specific audit requirements. Likewise, the firm has experience in reviewing financial information for the use of Board of Directors, investors and financial institutions to implement the best practices of corporate governance. SMPS Legal is highly experienced in advising independent directors, executive officers, controlling stockholders and has consistently been recognized for its solid corporate practice experience. SMPS Legal advises on proper due diligence, risk management, audit review and implementation procedures, prevention of corporate wrongdoing, corporate protocols, ethics and corporate policies, codes of conduct, Sarbanes-Oxley compliance as well as compliance with other foreign acts of extra territorial application such as the U.S. Foreign Corrupt Practices Act ( FCPA ) and Anti-Bribery policies. Evelia Diaz Associate Evelia specializes in corporate law. Her practice consists of corporate law, corporate finance, transactional matters, drafting various contracts, business law, mergers and acquisitions, including advising on public and private international law and intellectual property. Chaquer Molinar Associate Chaquer specializes in Tax and Administrative Law. His practice consists of the preparation of Tax and Administrative litigation, advice in tax and administrative matters and the implication thereof for the clients.
11 Contact Alejandro Ortiz Prieto Corporate, Finance and Real Estate Partner (Dallas - Mexico City) T. +1 (972) Alexis Michel Foreign Trade and Customs Partner Ana Paula Pardo Lelo de Larrea Tax Partner Andrés Pizarro Suárez Associate Carlos Solórzano Energy, Finance and Real Estate Partner (Calgary) T. +1 (403) Chaquer Molinar Associate Christian Solís Associate David Camacho Corporate, Energy and Environmental Partner (Bogota) T. +57 (1) /33/48 Eduardo Pizarro Suárez Corporate, Finance and Real Estate Partner Evelia Díaz Associate Federico Scheffler Associate Jorge Miranda Tax Partner (Calgary) T + 1 (403) Jorge Navarro Of Counsel Jorge San Martín Tax Partner Pablo Mauricio Alvarado Partner and Head of Oil & Gas (Bogota) T. +57 (1) /33/48 Paloma Armella Associate Publio Perilla Lozano Tax and Foreign Investment Partner (Bogota) T. +57 (1) /33/48 Severo López Mestre Of Counsel Energy
12 L E G A L CALGARY DALLAS MEXICO CITY BOGOTA Calgary (Business Development Office): Suite 1050, th Ave. SW, Calgary, Alberta T2R 0C5 Canada T. +1 (403) Dallas (Business Development Office): 9419 Peninsula Dr., Dallas, Texas USA T. + 1 (972) Mexico City: Andrés Bello , Polanco, 11560, Mexico City, D.F. Mexico T (55) Bogota: Calle 93 B No Oficina 205 Bogota, D.C. Colombia T (1) /33/48