www.ceroliniferrari.com.ar City of Buenos Aires - Argentina
02 INDEX INSTITUTIONAL Mission / pg.4 Vision / pg.4 PARTNERS Agustin L. Cerolini / pg.5 Matias H. Ferrari / pg.6 PRACTICE AREAS Class Actions and Complex Litigation / pg.8 Judicial Matters, Mediations, Arbitrations and Bankruptcy Proceedings / pg.8 Banking and Finance Law / pg.9 Capital Markets / pg.9 Real Estate Transactions and Development / pg.9 Sports Law / pg.10 Project Finance / pg.10 General Corporate Law / pg.10 Corporate Law, Foreign Investments, Mergers and Acquisitions / pg.10 Commercial and Antitrust Law / pg.11 Insurance Law / pg.11 Environmental Law / pg.11 Consumer Law / pg.11
03
04 INSTITUTIONAL MISSION We are a law firm which offers legal services of excellence, providing creative and innovative solutions to our clients needs. With this aim, and considering the rapidly changing scenarios in Argentina and the world, we offer specialized advice in our various areas of practice. To such end, our partners have sound professional experience, acquired in local and international leading law firms and major companies. In Cerolini & Ferrari Abogados we are focused on helping our clients to achieve their business goals by providing them with high quality legal services to assist them with complex local and international transactions and litigation. VISION In Cerolini & Ferrari Abogados we are driven by our passion for our professional practice and a permanent aspiration for excellence, being committed to our clients and to providing solutions to their needs. In this sense, our motivation, transparency and value added to everything we do, define us as firm. Our relationship with our clients is essential for us. Assisting them in due time and manner is our main target. This is why we provide personalized, tailor-made services to our clients. Our priority is understanding our clients business activities in order to assist them in creating value for their companies, even in case of conflict. In Cerolini & Ferrari Abogados we continuously review our customer attention processes in order to provide world class solutions.
05 PARTNERS AGUSTIN L. CEROLINI AGUSTIN L. CEROLINI graduated as lawyer from Universidad Austral. His practice is focused on commercial, financial, banking and capital markets law. Within his specialization, he has experience providing advice to clients in different transactions including reorganizations, foreign investments, capital markets transactions (national and international), mergers and acquisitions, derivatives, securitizations, trusts and FX transactions. In addition, he has participated in various legal and arbitration proceedings related to commercial and financial disputes. Before founding Cerolini & Ferrari Abogados, he worked for White & Case LLP (USA) in 2007 / 2008 and Bruchou, Fernandez Madero & Lombardi from 2004 to 2013. In addition, in 2010-2011 he took up a secondment at Banco Itau Argentina S.A. (Itau BBA). In 2007 he obtained a Master s Degree in Law (LL.M) from the Louisiana State University (Paul. M. Herbert Law Center - USA). In 2011 he obtained a Master s Degree in Finance from Universidad del CEMA (Buenos Aires). His thesis SMEs Financing: Issuing Debt or Equity ( Financiamiento Pyme: Emitir Deuda o Equity ) was graded with distinction. He is the author and co-author of various papers on his field of practice. He is fluent in English (oral and written) and has basic knowledge of Portuguese. Contact Information e-mail: acerolini@ceroliniferrari.com.ar Tel.: +54 (11) 4382 6631 Current Position Cerolini & Ferrari Abogados Buenos Aires, Argentina Partner Professional Experience Bruchou, Fernandez Madero & Lombardi, 2004-2006 / 2008-2013. White & Case LLP, Miami, 2007-2008 Itaú BBA, Buenos Aires, 2010-2011 Academic Backgroung CEMA University, Buenos Aires, Master in Finance, 2010-2011 Louisiana State University, LA, EE.UU., Master of Laws (LL.M.), 2006-2007 Universidad Austral, Attonery, 2004 Languages Spanish, English, Portugues He is a member of the Colegio Publico de Abogados de la Capital Federal (Bar Association of the Federal Capital City) and of the Comite de Abogados de Bancos de la Republica Argentina (Committee of Counsels to Banks of the Argentine Republic). He is also the president of the LSU Alumni Club of Argentina and has an active participation in the Consejo Consultivo Honorario de Asuntos Juridicos (Honorary Consultative Council on Legal Matters) and the Comision Tecnica para la Oferta Publica y Asuntos Contables de la Camara de Sociedades Anonimas (Technical Committee for Public Offerings and Accounting Matters of the Chamber of Corporations).
06 MATIAS H. FERRARI MATIAS H. FERRARI graduated as lawyer from Buenos Aires University. His practice is focused on providing advice to banks and companies in complex civil and commercial lawsuits, contractual disputes and class actions. In addition, he has been actively involved in providing advice to various industries, in matters related to insurance, commercial, banking and consumer defense law. Before founding Cerolini & Ferrari Abogados, he worked for Bruchou, Fernandez Madero & Lombardi Abogados for ten years, leaving the firm in 2013 as senior associate. There, he had an active participation in the resolution of disputes involving banks and companies in various industries. In this regard, he acted as counsel for leading national banks in connection with class actions filed by consumer associations, actions for damages, administrative claims and lawsuits for breach of contract. He is a professor in the Buenos Aires University Law School, appointed based on his skills and background. He joined the University over 10 years ago and, at present, he teaches Civil and Commercial Contracts and of Consumer and Environmental Class Actions. He has been lecturer at conferences and conducted seminars at the Centro de Estudios de Derecho, Empresa y Finanzas (CEDEF), the Asociacion de Bancos de la Argentina (the Argentine Banking Association or ABA) and other institutions. Contact Information e-mail: mferrari@ceroliniferrari.com.ar Tel.: +54 (11) 4382 6631 Current Position Cerolini & Ferrari Abogados Buenos Aires, Argentina Partner Professional Experience Bruchou, Fernandez Madero & Lombardi Abogados, Argentina, 2003-2013 Academic Background Buenos Aires University, Law school, Attonery, 2005 Teaching Experience Buenos Aires University, Law school, Civil and Commercial Contracts, 2002-present Buenos Aires University, Law school, Collective Actions in Consumer and Environment Class Actions, 2011-present Languages Spanish, English, Chinese Besides, he is the author and co-author of various papers and books on his field of practice. He is fluent in English (oral and written) and has basic knowledge of Chinese. He is a member of the Colegio Público de Abogados de la Capital Federal (Bar Association of the Federal Capital City) and of the Comite de Abogados de Bancos de la Republica Argentina (Committee of Counsels to Banks of the Argentine Republic).
07
08 PRACTICE AREAS The partners and staff of Cerolini & Ferrari Abogados have extensive experience in complex litigation related to banks and companies, as well as in financial and capital market transactions. CLASS ACTIONS AND COMPLEX LITIGATION Complex litigation due to the subject matter, the claimed amount and/or the compromised institution (including, without limitation, contractual disputes, mass damages, product liability, environmental issues). Preventive due diligence. Consumer or environmental class actions. Collective settlements. Complex expert opinions. JUDICIAL MATTERS, MEDIATIONS, ARBITRATIONS AND BANKRUPTCY PROCEEDINGS Civil, commercial, contentious administrative and other proceedings before the Courts of the City of Buenos Aires (national and federal Courts, including the National Supreme Court of Justice). Proceedings before National, Provincial and Municipal Agencies (including, without limitation, the Central Bank of the Republic of Argentina, the Argentine Securities Exchange Commission, the National Secretariat of Trade, among others). International and national arbitration proceedings. Credit recovery proceedings. Debt restructuring, pre-bankruptcy and bankruptcy proceedings. Proof of claims, creditors committee and foreclosure of securities. Legal or administrative proceedings in any Argentine Province or abroad. Auditions of portfolios of judicial and administrative proceedings. Execution of foreign judgments and arbitration awards.
09 BANKING AND FINANCE LAW Bilateral and syndicated credit facilities. Securities. SMEs Financing. Import financing. Pre-export financing. Financial Information Unit (FIU). Proceedings. Information Requirements. Public and private trusts. Guarantee and administrative trusts. Real estate and agro-business financing. Sovereign debt and public sector financing (national, provincial and municipal). Mergers and acquisitions. Transfer of goodwill. Financing and issuing of securities. Debt restructuring. Regulatory framework (Comision Nacional de Valores, Central Bank of the Republic of Argentina, Stock Exchange, Mercado Abierto Electronico). Exchange control. FX proceedings filed by the Central Bank of the Republic of Argentina. Due Diligence. Portfolio acquisition. Leasing. CAPITAL MARKETS Private banking and asset planning. Stocks and debt securities trading. Structured receivable financing, issuance of capital stock, asset purchase and sale programs. Public offering of stocks and debt securities. Securitization. Structured financing. Derivatives and synthetic products. Financial Trusts. Open-end and closed-end mutual funds. Regulatory framework (CNV/UIF/BCRA/MAE). REAL ESTATE TRANSACTIONS AND DEVELOPMENT Purchase, sale and development of commercial and residential real estate projects. Real estate trusts and securitization. Construction contracts. Real property lease agreements (urban and rural estates). Credits, mortgages and foreclosures.
10 SPORTS LAW Transfer of players. Contracts between players and sports clubs. Sponsoring of sport events. Sports clubs insolvency proceedings. PROJECT FINANCE Project financing. Joint Ventures. Restructuring. GENERAL CORPORATE LAW Planning and structuring of joint ventures. Design and implementation of commercial distribution networks. Acquisition of majority interest in companies under the public offering regime. Venture capital transactions. Acquisition of insolvent companies. CORPORATE LAW, FOREIGN INVESTMENTS, MERGERS AND ACQUISITIONS Investments by Argentine citizens residing abroad. Mergers and acquisitions. Due diligence. Planning and structuring of joint ventures. Shareholder agreements. Flings and Registrations. Acquisitions through bidding processes. Company reorganization. Representation of state-owned and privately-owned companies. Corporate disputes.
11 COMMERCIAL AND ANTITRUST LAW National and international trade (bills of lading, letters of exchange, documentary credits, etc). Business contracts, including trust indentures, distribution, concession, franchising, surety ship, purchase and sale, transport and lease agreements. Credit instruments. Mergers and acquisitions before the Comision Nacional de Defensa de la Competencia (National Antitrust Commission). Anti-competitive practices. INSURANCE LAW Regulatory and corporate matters. Insurance brokers and proxy agents, registration, liability and general matters. Losses, claims and litigation, including disputes over civil liability, medical and professional malpractice, product liability, transport liability, damages, bond, life, accident and credit assistance insurance policies. Class actions over prices, business practices or contractual clauses. National Supervisory Board of Insurance Companies (Superintendencia de Seguros de la Nacion). Claims by brokers and other agents for fees, damages and termination of contract. ENVIRONMENTAL LAW National, provincial and municipal environmental legislation. Participation in administrative and legal environmental actions. Environmental impact assessments and environmental insurance. Preventive environmental due diligence. Environmental incidents and environmental damages mitigation. CONSUMER LAW Individual and class actions. Negotiations and agreements with consumers, consumer associations and consumer defense organizations. Participation in administrative proceedings before consumer defense agencies. Analysis of business practices and contracts. Duty to inform, misleading advertising and massive consumer sales. Preventive due diligence.
Lavalle 1118-1 A CP C1048AAAD City of Buenos Aires - Argentina T. +54 11 4382 6631 www.ceroliniferrari.com.ar