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Some of the significant legal developments in the last 12 months that affect businesses are as follows:
The Foreign Investment Negative List has two component lists. List A enumerates the areas of activities reserved to Philippine nationals by mandate of the constitution and specific laws. List B contains the areas of activities and enterprises regulated pursuant to law; (a) which are defence-related activities; or (b) which have implications on public health and morals, such as the manufacture and distribution of dangerous drugs, all forms of gambling, nightclubs, bars, beer houses, dance halls, sauna and steam bathhouses and massage clinics.
Moreover, small and medium-sized domestic market enterprises—those which produce goods for sale, or render services to the domestic market entirely, or if exporting a portion of their output fail to export at least 60% thereof—with paid-in equity capital less than the equivalent of $200,000 are reserved to Philippine nationals. In other words, for foreign nationals to own more than 60% or up to 100% of local entities engaged in domestic market enterprises, which are not covered by the Foreign Investment Negative List, the local entity should have an initial paid-in capital of at least $200,000.
Some of the notable areas/activities where foreign equity ownership is limited to 40% are ownership of land, operation of public utilities including telecoms, exploration, development and utilisation of natural resources, and educational institutions. On the other hand, no foreign ownership is allowed in mass media and in retail trade enterprises with a paid-up capital of less than $2.5 million.
What key structuring and other considerations should be highlighted to potential investors/businesses looking to enter this market?
Potential investors should be aware of the foreign equity ownership restrictions in certain areas or activities and of the minimum capitalisation required even in areas where 100% foreign ownership is allowed. In areas where some foreign ownership is allowed, potential investors should be open to partnering with or entering into a joint venture with a local Filipino partner to be able to enter the Philippine market. In areas where the law requires minimum Filipino ownership of at least 60%, there is an Anti-Dummy Law which penalises any person or corporation who, in any manner, permits or allows any person, not possessing the necessary qualifications to acquire, use, exploit or enjoy a right, franchise, privilege, property or business, the exercise and enjoyment of which are expressly reserved by the constitution of the Philippines or existing laws to citizens of the Philippines. As such, potential investors should be careful about entering into these types of arrangements to circumvent Filipino ownership requirements.
Norma Margarita B Patacsil and Andrea E Katipunan
What were the most important legal developments in the last 12 months and how might they affect businesses?
There have been several recent important legal developments in the Philippines. These include the enactment of the Philippine Competition Act (Republic Act No 10667), effective August 8 2015 (PCA) and its implementing rules and regulations (PCA-IRR), effective June 18 2016; the Customs Modernisation Tariff Act (Republic Act No 10653), effective June 16 2016 (CMTA); and the Foreign Ships Co-Loading Act (Republic Act No 10668), effective August 8 2015 (Cabotage Law).
The PCA is the first comprehensive competition law in the Philippines. It is enforceable against any person engaged in trade in the Philippines, or in international trade having direct, substantial, and reasonable foreseeable effects in the Philippines (see PCA, section 3). The PCA created the Philippine Competition Commission (PCC), a quasi-judicial agency tasked with implementing and ensuring compliance with the PCA and the PCA-IRR. The PCA and the PCA-IRR define and penalise anti-competitive conduct such as anti-competitive agreements and abuses of dominant position, and impose a notification regime for certain mergers and acquisitions (M&As). The PCA imposes administrative and/or criminal penalties for violations of the provisions thereof (see PCA, section 30).
The CMTA modernises and aligns the country’s customs procedures with the Revised Kyoto Convention (International Convention on the Simplification and Harmonisation of Customs Procedures, signed by the President of the Philippines in 2009 and ratified by Congress in 2010) and requires IT-based customs processes. It also introduces provisional customs declarations, which would allow importers to have their goods released even before the submission of all the documents required for a complete goods declaration, provided that they file an undertaking that they will complete the declaration in 45 days and post sufficient security (see CMTA, section 411). The CMTA also increases the penalties for unlawful importing and exporting, mis-declaration, and mis-classification of imported goods. Under the CMTA, businesses should expect more efficient customs processing and releasing of imported and exported goods.
The Cabotage Law liberalises competition in domestic shipping to a certain extent. It amends old laws generally prohibiting foreign vessels from engaging in coast-wide trade (see Domestic Shipping Act [Republic Act No 9295], section 6). Under the new law, foreign vessels can carry (i) their cargo and that of another foreign vessel calling at the same port of entry to the Philippine port of final destination, (ii) foreign cargo intended for export through a Philippine port to its foreign port of final destination, and (iii) foreign cargo of another foreign vessel through a domestic trans-shipment port and transferred at that domestic trans-shipment port to its foreign port of final destination (see Cabotage Law, section 4). Under the Cabotage Law, businesses can expect a more competitive domestic shipping market.
What are the main restrictions on foreign investment?
Certain economic activities in the Philippines are reserved for Philippine nationals. Foreign investors should refer to the 10th Regular Foreign Investment Negative List (FINL – Executive Order No 184). The 10th FINL was issued by the President of the Philippines on May 29 2015 under the Philippines’ Foreign Investments Act (Republic Act No 7042, as amended), which identifies economic activities where foreign equity or participation is restricted under the provisions of the Philippine Constitution or statutes. The 10th FINL retained most of the foreign equity restrictions provided in previous FINLs (FINLs are issued around every two years). However, the latest FINL clarifies, on the one hand, the professions foreigners are absolutely banned from practising in the Philippines, and on the other hand, the professions that foreigners are allowed to practise provided their home country also allows Filipinos to practise those same professions’.
Recently, the Philippine Congress passed a law lifting the foreign ownership restrictions on lending companies, financing companies, adjustment companies and investment houses (see Republic Act No 10881. This lapsed into law on July 17 2016). The next FINL should reflect this development.
What key structuring and other considerations should be highlighted to potential investors looking to enter this market?
Potential foreign investors in the Philippines should consider the January 28 2015 resolution of the Philippine Supreme Court in Narra Nickel Mining and Development Corporation v Redmont Consolidated Mines (GR 195580, January 28 2015). That resolution upheld the Court’s April 21 2014 decision in Narra Nickel, which clarified the tests to determine whether a corporation is a Philippine national qualified to engage in nationalised industries. It states that the ’control test‘ is still the prevailing mode of determining Philippine nationality. Under the control test, a corporation is deemed a Philippine national if at least 60% of its capital stock outstanding and entitled to vote is held by Philippine citizens/nationals. However, in cases of doubt as to whether Philippine citizens/nationals in fact hold beneficial ownership and control of the corporation, the control test must be supplemented by the ’grandfather rule‘, which considers both the direct and indirect shareholdings of a corporation to determine Philippine nationality. Narra Nickel cites examples of doubt, such as when foreign investors provide practically all the funds or undertake to provide practically all the technological support for the joint investment or management of the company and prepare all economic viability studies, despite being minority stockholders.
What anti-bribery/ anti-corruption laws are in place and how strictly are they enforced?
There are several laws penalising anti-bribery and corruption in the Philippines. These include: (a) select provisions on bribery in the Revised Penal Code of the Philippines (Act No 3851), (b) the Anti-Graft and Corrupt Practices Act (Republic Act No 3019), which defines and penalises various acts of graft and corruption by public officials, and, (c) the Plunder Law (Republic Act No 7080), which penalises the accumulation of ill-gotten wealth of at least P50 million ($1.08 million). These laws primarily penalise corruption in public office and do not penalise private corruption (there is no existing general law penalising private corruption in the Philippines). Nevertheless, private persons may also be held liable under these laws if they conspire with or assist public officials in committing prohibited acts.
The Philippine Government has been exerting efforts to enforce these laws. Recently, Philippine Congress passed a law lengthening the prescriptive period within which to prosecute crimes penalised under the Anti-Graft and Corrupt Practices Act (see Republic Act No 10910. This lapsed into law on July 21 2016). The prescriptive period was extended from 15 years to 20 years.
Is there a competition law in place and how strictly does it control M&A or other activity?
As previously mentioned, Philippine Congress recently enacted the PCA, which imposes a notification regime for qualifying M&As. In general, parties to M&As where the aggregate annual gross revenues in, into or from the Philippines of the parties or target company, and the value of the transaction, exceed P1 billion must notify the PCC of their M&A for review and approval (see PCA-IRR, rule 4, section 3). M&As consummated in violation of the notification requirement are deemed void. M&As that are not acted upon by the PCC within a maximum of 90 days are deemed approved.
Norma Margarita B Patacsil and Andrea E Katipunan
Gaymaytan Yap Patacsil Gutierrez & Protacio (C&G Law)
Tel: +63 2 894 0377 to 79; 894 4931 to 32
Fax: +63 2 552 1978
Website: www.cagatlaw.com
| All firms below are in alphabetical order |
|---|
| Outstanding |
|---|
| Del Rosario & Del Rosario |
| Highly recommended |
|---|
| SyCip Salazar Hernandez & Gatmaitan |
| Recommended |
|---|
| Esguerra & Blanco |
| Ocampo Manalo Bernabe Valdez & Lim |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| Outstanding |
|---|
| Picazo Buyco Tan Fider & Santos |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly recommended |
|---|
| ACCRALAW |
| Castillo Laman Tan Pantaleon & San Jose |
| PunoLaw |
| Villaraza & Angangco |
| Recommended |
|---|
| Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) |
| Martinez Vergara Gonzalez & Serrano (MVGS) |
| Puyat Jacinto & Santos (PJS Law) |
| Outstanding |
|---|
| Puyat Jacinto & Santos (PJS Law) |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly recommended |
|---|
| ACCRALAW |
| Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) |
| Picazo Buyco Tan Fider & Santos |
| PunoLaw |
| Quisumbing Torres |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| Recommended |
|---|
| ACCRALAW |
| Gulapa & Quicho (Gulapa Law) |
| Picazo Buyco Tan Fider & Santos |
| Platon Martinez Flores San Pedro Leaño |
| PunoLaw |
| Quisumbing Torres |
| SyCip Salazar Hernandez & Gatmaitan |
| Notable |
|---|
| Poblador Bautista & Reyes |
| Villaraza & Angangco |
| Outstanding |
|---|
| Picazo Buyco Tan Fider & Santos |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly recommended |
|---|
| ACCRALAW |
| Castillo Laman Tan Pantaleon & San Jose |
| Recommended |
|---|
| Cruz Marcelo & Tenefrancia |
| Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) |
| Gulapa & Quicho (Gulapa Law) |
| Puyat Jacinto & Santos (PJS Law) |
| Quisumbing Torres |
| Notable |
|---|
| PunoLaw |
| Villaraza & Angangco |
| Outstanding |
|---|
| SyCip Salazar Hernandez & Gatmaitan |
| Highly recommended |
|---|
| ACCRALAW |
| Disini & Disini Law Office |
| Quisumbing Torres |
| Recommended |
|---|
| Picazo Buyco Tan Fider & Santos |
| Poblador Bautista & Reyes |
| Quiason Makalintal Barot Torres Ibarra Sison & Damaso |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| Notable |
|---|
| Gorriceta Africa Cauton & Saavedra |
| PunoLaw |
| Puyat Jacinto & Santos (PJS Law) |
| Villaraza & Angangco |
| All firms below are in alphabetical order |
|---|
| Outstanding |
|---|
| Picazo Buyco Tan Fider & Santos |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly Recommended |
|---|
| ACCRALAW |
| Castillo Laman Tan Pantaleon & San Jose |
| Zambrano Gruba Caganda & Advincula |
| Notable |
|---|
| Abuda Asis & Associates |
| Insights Philippines |
| Morales & Justiniano |
| PunoLaw |
| Villaraza & Angangco |
| Outstanding |
|---|
| ACCRALAW |
| Picazo Buyco Tan Fider & Santos |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly Recommended |
|---|
| Castillo Laman Tan Pantaleon & San Jose |
| Recommended |
|---|
| Gorriceta Africa Cauton & Saavedra |
| Puyat Jacinto & Santos (PJS Law) |
| Quiason Makalintal Barot Torres Ibarra Sison & Damaso |
| Quisumbing Torres |
| Outstanding |
|---|
| Puyat Jacinto & Santos (PJS Law) |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly recommended |
|---|
| Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) |
| PunoLaw |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| Recommended |
|---|
| ACCRALAW |
| Castillo Laman Tan Pantaleon & San Jose |
| Cruz Marcelo & Tenefrancia |
| Gulapa & Quicho (Gulapa Law) |
| Picazo Buyco Tan Fider & Santos |
| Notable |
|---|
| Platon Martinez Flores San Pedro Leaño |
| Poblador Bautista & Reyes |
| Quisumbing Torres |
| Villaraza & Angangco |
| Outstanding |
|---|
| ACCRALAW |
| Castillo Laman Tan Pantaleon & San Jose |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly recommended |
|---|
| Picazo Buyco Tan Fider & Santos |
| Platon Martinez Flores San Pedro Leaño |
| Puyat Jacinto & Santos (PJS Law) |
| Quisumbing Torres |
| Notable |
|---|
| Villaraza & Angangco |
| Outstanding |
|---|
| ACCRALAW |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| SyCip Salazar Hernandez & Gatmaitan |
| Outstanding |
|---|
| ACCRALAW |
| Romulo Mabanta Buenaventura Sayoc & de los Angeles |
| SyCip Salazar Hernandez & Gatmaitan |
| Highly Recommended |
|---|
| Bengzon Negre Untalan (BNU) |
| Castillo Laman Tan Pantaleon & San Jose |
| Cruz Marcelo & Tenefrancia |
| Hechanova Bugay Vilchez & Andaya-Racadio |
| Quisumbing Torres |
| Recommended |
|---|
| Baranda & Associates |
| Del Rosario & Del Rosario |
| Esguerra & Blanco |
| Poblador Bautista & Reyes |
| Notable |
|---|
| Federis & Associates |
| Villaraza & Angangco |
| Outstanding |
|---|
| ACCRALAW |
| SyCip Salazar Hernandez & Gatmaitan |
| Recommended |
|---|
| Del Rosario & Del Rosario |
| Esguerra & Blanco |
| Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) |
| Poblador Bautista & Reyes |
| Quiason Makalintal Barot Torres Ibarra Sison & Damaso |
| Outstanding |
|---|
| SyCip Salazar Hernandez & Gatmaitan |
| Zambrano Gruba Caganda & Advincula |
| Recommended |
|---|
| Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) |
| Picazo Buyco Tan Fider & Santos |
| Platon Martinez Flores San Pedro Leaño |
The firm improves its ranking to ‘Outstanding’ in Capital markets after a strong three-year performance. Tadeo Hilado retired as corporate partner, as did energy and projects specialist Brigida Aldeguer.
Worked for Philippine Hybrid Energy Systems on a wind power financing by Security Bank.
Advised Star Energy Geothermal on documents with AC Energy and lenders.
Advised on Cebu Landmasters’ IPO.
Assisted the joint lead managers, including Deutsche Bank and UBS, on oil and gas company Petron’s issue of $500 million senior perpetual capital securities.
ANZ Bank, Cirtek Holdings Philippines, DBS Bank, HSBC, Standard Chartered Bank
Instructed by AGC Flat Glass Philippines, the team notified the Philippine Competition Commission (PCC) about the client’s share sale.
AAI, Bain Capital, Bayer, San Lorenzo Ruiz Builders and Development, Sports Direct International, Toshiba
Assisted Allegro Microsystems Philippines Realty on its land purchase to expand its manufacturing plant.
Advised Asahi Glass on the sale of its local subsidiary to TQMP Glass Manufacturing. Asahi intends to be the TQMP’s exclusive distributor in the Philippines.
Working with CVC Asia Pacific, the team assisted on the client’s majority-stake sale of SPi Global, a business process outsourcing provider, to Partners Group.
British Standards Institution, Chemical Industries of the Philippines, Enel Green Power, Jones Lang LaSalle
Represented Banco de Oro and other banks against the government relating to imposing a 20% final withholding tax on 10-year sovereign bonds before the Supreme Court.
Chevron, Citibank, CoStar, DM Consunji, Manila Electric, PLDT
Represented Innovation Ventures and International IP before the Intellectual Property Office, successfully opposing three trade marks by Lehman Holdings.
Defended a trade mark of Accolade Wines Australia from an opposition by Suyen.
Honda, Petron, Pioneer Insurance & Surety, San Miguel Pure Foods
Continues to lead on matters for Coca-Cola FEMSA Philippines, including employee termination disputes and labour litigations.
Canon Business Machines, Convergys Philippines Services, Dunlop Slazenger, Procter & Gamble, Rizal Commercial Banking
Advised on tax and competition laws in respect of Shang Properties’ proposed joint venture with Robinsons Land to develop a property in Bonifacio Global City.
Advised Vestas on its tax treatment as a supplier to renewable energy developers. The team routinely argued against the tedious application of a revenue memorandum circular relating to value added tax (VAT) refunds and credits.
Metrobank, New Farmers Plaza, Next Mobile
“Has in-depth technical knowledge of capital market regulations, very responsive, and provides timely output. Partners have an extensive network with key regulatory agencies we work with.”– Capital markets, Regulatory
“The firm has professional knowledge and experience, and can provide valuable advice and supports.”– Corporate and M&A, Tax
“My work experience with the firm has been good. The firm's corporate legal team is well versed in their field. They have good working relationships with the regulators, which helps in facilitating the regulatory approval process. They can be contacted any time for queries and issues involving the transactions that we are working on.”– Capital markets, Corporate and M&A
“Lee is meticulous and approachable.” - Everlene Lee
“Extremely qualified for capital markets work, has very wide network among key institutions, and extremely highly respected among capital markets players.” - Francis Lim
“He is an able lawyer, and always assists on negotiation with professional advises.” - Joselito Bautista
"Very competent and responsive, technically very well-equipped and very hard-working.” “I am satisfied with Hao's work. She is innovative and looks out for her clients on both legal and commercial aspects of a transaction.” - Judy Hao
Assisted Sta Lucia Land on its purchase of land from Armed Forces and Police Mutual Benefit Association.
Advised on East West Rail Transit’s build-operate-transfer (BOT) light rail project between Diliman, Quezon City to Lerma, Manila.
Aboitiz Power
Acted for Ampol Management Services on Caltex Australia’s investment in Seaoil Philippines.
Linocraft, W Group’s Goldenwill
Instructed by Bangko Sentral ng Pilipinas, the team is fighting at the Supreme Court for the withdrawal of a lower court injunction. The case focuses on one of the central bank’s largest closures of a financial institution ever.
Successfully received a temporary restraining order from the Supreme Court in a case about the retail competition and open access policy. It requires large power consumers, including businesses, universities and a shopping mall owner, to get their energy from one of the 23 electricity suppliers approved by the Department of Energy and Energy Regulatory Commission.
Ateneo de Manila University, Coca-Cola FEMSA Philippines, Philippine Chamber of Commerce and Industry, Pilipinas Shell Petroleum
Worked with confectionery company Ferrero on many trade mark enforcement matters, including oppositions.
Successfully represented United Laboratories and Therapharma in a patent case concerning atorvastatin, a popular drug that helps to prevent cholesterol from accumulating in a person’s arteries, which the court of appeals denied Warner Lambert and Pfizer’s review petition.
Filinvest Land, Ortigas & Company
“The engagement team is competent and responsive. The partner-in-charge always provides value-added advice on related commercial decisions.”– Intellectual property
“This firm consistently provides top quality, responsive service. Both the quality of the advice and response time are excellent. We rate them among the highest of our intellectual property counsel around the world.”– Intellectual property
“The firm provided clear and plain English advice in a very tight time frame which enabled us to understand the relevant local requirements and ensure that we complied with them. We were very happy with their work.”– Corporate and M&A, Regulatory
“I am extremely satisfied with the work provided. Queries are answered comprehensively and quickly. Cruz Marcelo & Tenefrancia (CMT) goes out of its way to provide prompt and quality legal service. Legal advice given is practical and in consideration of the commercial and practical context. Fees are reasonable. CMT’s service is at par or even better than other firms that I have worked with because of their comprehensive advice and quick turn-around. CMT may consider opening branches in international jurisdictions, particularly within ASEAN. I would not recommend any firm other than CMT in the Philippines.”– Corporate and M&A, Dispute resolution
“Performance is very impressive. They always deliver as promised. Service is worth every cent we pay. Very thorough when explaining the timeline of the case.”– Dispute resolution, Regulatory
“Very capable, responsive and easy to work with.” - Aldwill Go
“Has broad experience in her field of practice and is very knowledgeable of developments in the related legal environment. She is technically competent and articulate, and has excellent interpersonal skills.” - Divina Pedron
“Very professional and thorough.” - John Balisnomo
“Excellent and efficient.” - Miguel Silos
“Very responsive, fast and accurate. I could not have been in better hands.” - Pancho Umali
“She is easy to work with and manages the team well. Though she has quite a demanding schedule herself, we are always well taken care of even if she might be unavailable at the time to personally address our requirements.” - Patricia Bunye
“Very thorough. He is always well researched and prepared during the hearing.” - Rodel Cruz
“Excellent counsellor who takes time to go the extra mile for a client in terms of advisory services. He is very responsive and gives immediate useful feedback whenever a query is presented to him.” - Rogelio Torres Jr
“Responsive, very straight forward.” - Rowanie Rowanie
“Consistently responsive, excellent service.” - Susan Villanueva
Successfully represented Steamship Insurance Management Services before the Supreme Court in a case about how to handle arbitration clauses in commercial contracts.
MIS Shipping, MV Susitna
Continues to work with many clients on the new regulations and guidelines of the Philippine Overseas Employment Administration about the assignment of representatives.
Advised an overseas group of protection and indemnity clubs, seeking to reform domestic seafarers’ standard employment contracts.
Advised an international group of protection and indemnity clubs on potential procedural reforms of the National Labor Relations Commission.
“Del Rosario is very much a-tuned with labour relations and of the shipping industry. Likewise, all of their legal counsels are professional and ethical in their manner of dealing.” – Labour and employment, Regulatory
“Customer oriented, competent and acts with sense of urgency.” - Saben Loyola
Disini & Disini has a clear focus on technology and telecommunications advising on a range of matters within this industry sector.
Worked with UnionBank of the Philippines on agreements between the bank and its financial technology vendors. Software development and licensing agreements are part of the assignment, which spans banking regulations, data privacy and IP.
Intercommerce Network Services, Internet and Mobile Marketing Association of the Philippines, QuadX
“The law firm's strengths are shown in their impressive expertise in the field when providing advice as well as prompt, comprehensive and excellent responses to requests and queries.”– Corporate and M&A, Labour and employment
“The firm's average turnaround time for all requirements is within 24-48 hours. They even agreed to make a Viber group to make communications faster and seamless.”– Corporate and M&A
“He was very knowledgeable in his field and he exhibited a strong desire to help us out from the beginning.” - Jesus Disini
"“Has been nothing less than excellent when it comes to promptness, comprehensiveness, and relevance of her advice. She makes it a point to be thorough in her research, exploring all possible angles in order to assess risks and propose the best possible recommendations for the company. Her performance and her communication skills have always been stellar.” “Very good, responsive, transparent, and extremely helpful and knowledgeable in our company's industry.” - Larisa Serzo
Du-Baladad and Associates hired tax lawyer Mabel Buted during the research period while Esther Weigand departed.
Assisted a large domestic conglomerate before the Bureau of Internal Revenue on its nearly 90 tax assessment cases. The assignment was one of the largest tax assessment cases ever.
Federis & Associates focuses on IP law and enters our rankings in this area for the first time this year.
Routinely assists tire and rubber company Bridgestone, and fashion house Chanel on trade mark oppositions and cancellations before the IP office’s Bureau of Legal Affairs.
Beiersdorf, Chanel, Ikea, Philips, Toyo Tire & Rubber, Universal Music
Advised a group of banks, including DBS Bank and Mizuho Bank, on a $338 million acquisition financing to AEV International. The purpose was for Pilmico International, a subsidiary, to acquire Golden Springs, expanding Aboitiz Equity Ventures’ market share in Vietnam’s animal feed industry.
Cleantech Solar Asia, MUFG Bank, Standard Chartered Bank, United Overseas Bank
Represented AP Renewables, managing an anti-competitive case before the Energy Regulatory Commission (ERC) and court of appeals. The case focuses on whether the Philippine Competition Act removed ERC’s authority over competition matters in the energy sector.
Ayala Land, Cebu Holdings
Advised a group of clients, including JG Summit and Changi Airports International, on a bid to operate and maintain Clark International Airport’s new terminal under construction.
CRH, Filinvest Development, Philippine Airport Ground Support Solutions, Republic Cement
Assisted on the merger of two Ayala Land subsidiaries, Cebu Holdings and Cebu Property Ventures and Development.
Filinvest Development, JG Summit, Philippine Airport Ground Support Solutions, Dole
Represented Italian confectionery company Ferrero in a dispute with its former exclusive distributor.
American Express, Holcim, Metro Rail Transit, Pagbilao Energy, Standard Chartered Bank
Advised HP on its employee transfers, terminations and recruitment as a result of the acquisition of Samsung’s printer division.
American Express, Hyder Consulting Middle East, Visa
Represented Sanofi’s vaccines unit Sanofi Pasteur before tax officials, concerning a host of tax assessments including income and value-added taxes. The team succeeded in reducing the assessments by more than 97%.
Metro Rail Transit, Pagbilao Energy
“Hands-on and practical, very responsive and pleasant to work with.”– Construction, Dispute resolution
“Provides prompt and comprehensive advice that takes into account both legal and practical considerations.”– Corporate and M&A, Labour and employment, Regulatory, Tax
“The partners we work with are very responsive and reliable. Apart from having the substantive and technical skills for the legal work required, they are strategic and do keep a step ahead of the possible issues, challenges and difficulties.”– Dispute resolution, Regulatory
“We appreciate their open-mindedness when clients challenge or test their approach, and their willingness to adapt and be flexible where extraneous or collateral considerations drive adjustments to their preferred approach. This demonstrates their consideration of the client's circumstances, and are willing to be collaborative towards solutions, which are optimal for the client.”– Dispute resolution, Regulatory
“Has extensive knowledge and pleasant to work with. Hands-on and practical, much appreciated by senior management.” - Ben Yap
“Has extensive knowledge in labour and employment law. Manages clients well.” - Cesar Santamaria
“Expert in tax and corporate law practice. Great client relationship manager.” - Mark Gutierrez
“We are extremely satisfied with the work and working relationship we have had with Paolo. He is highly responsive and willing to listen and adjust to client's concerns. He is able to quickly appreciate and spot the issues, give substantive insights and promptly revert with substantive proposals to approach the matter.” - Paolo Protacio
Assisted, as Philippines counsel, Bloom Technologies on its initial coin offering. The company will use the funds to develop a block chain platform helping moneychangers to add cryptocurrencies to their supported currencies and exchange cryptocurrencies at their physical shops.
DM Wenceslao & Associates, Xeleb Technologies, Xurpas
Instructed by consumer technology company Xurpas, the team worked on its acquisition of Art of Click, a mobile application advertising and affiliate-marketing platform.
Charmaine Haw-Lim and Rico Quicho joined the firm as partners. The firm subsequently changed its name to Gulapa & Quicho (Gulapa Law) from Gulapa Law Office.
Worked with the Bases Conversion and Development Authority to ensure that the winning bidder of the Clark International Airport expansion would be able to clear the merger regulations of the Philippine Competition Commission (PCC). The project is the first infrastructure project that potentially had to deal with the PCC merger process because of the presence of joint venture bidders.
Asian Development Bank
Assisted the Asian Development Bank on advising the Bases Conversion and Development Authority during the construction of the National Government Administrative Center. The centre, which will also host some events of the 2019 South East Asian Games, will be the government hub in the Clark Special Economic Zone.
Aboitiz Equity Ventures, IFC
Worked with Aboitiz Equity Ventures and JV Angeles Construction, the firm helped on a joint venture between Davao City Water District and APO Agua Infrastructura to execute the Tamugan River bulk water project.
Autocirculo, CCL Label Industries, Francorp, MFT Group, Quipper, Softsys Technology Management
“Gulapa Law is very proactive in delivering legal services to us. But more than its proactivity, Gulapa Law has been going beyond the usual by providing project management, technical writing and capacity building services at a level which matches its excellent legal services. Further, Gulapa Law has been generous in sharing its advice on infrastructure deals and projects, as it has cemented its reputation to be the country's go-to and number one law firm on infrastructure.”– Construction, Infrastructure
“Excellent, very professional. They educated us throughout the process.”– Construction, Infrastructure
“Excellent work. Quick turnover, very responsive answers. Provides creative solutions but needs more warm bodies.”– Infrastructure, Regulatory
“He's very good in lateral and creative thinking even as he is good in the subject matter.” “He is able to manage multiple projects at the same time. Despite us knowing that he has a lot of work with other clients, we never feel that his attention is divided. It feels like we are his only client because of his dedication to our needs.” “Impeccable knowledge of the industry.” - Aris Gulapa"
“Very hardworking, diligent and has good temper.” - Charmaine Haw
The arrival of Leah Lara and Chrissie Barredo strengthened the firm’s IP contentious team during the research period.
Represented Honda Motor on a design cancellation action against Yin Gang.
Alpargatas, Amanresorts, Anhui Deli Household Glass, Polytechnic University of the Philippines
“Highly professional, fast turnaround time, can be trusted and knows the industry but can improve by having more frequent face-to-face customer meetings.”– Intellectual property
“Very knowledgeable and can be trusted to get the job done on time.”
“Very knowledgeable and can be trusted to get the job done on time.” - Editha Hechanova
Insights Philippines, a member of Zico Law, formed in 2017. It enters the Banking and finance practice area table due to the performance of managing partner Felix Sy, a former Baker McKenzie lawyer.
Worked with Western Union to establish a domestic branch. Challenges involved complying with banking regulations, ensuring data privacy protections and advising on tax matters.
The team also assisted Yeti, a US outdoor lifestyle products manufacturer, with documenting and registering a promissory with chattel mortgage with its domestic supplier. A chattel mortgage is with movable property, such as a vehicle.
Rafael Morales, former SyCip Salazar Hernandez & Gatmaitan managing partner and finance and securities group leader, propels the firm’s entrance into the Banking and finance table this year. Emmanuel Buenaventura joined to help the firm expand into dispute resolution, labour and employment, and IP.
Instructed by San Miguel’s Luzon Clean Water Development, the team advised on a water supply project financing.
Assisted Bank of China (Hong Kong) on its $120 million financing package to Top Frontier Investment’s San Miguel, one of Southeast Asia’s largest conglomerate by revenue.
Luzon Clean Water Development
“Rafael Morales is one of the leading banking lawyers in the Philippines, and is very knowledgeable about banking regulations. He is able to provide sound and practical advice on difficult questions of law. I think they need to hire more associates to complement the work of their highly experienced but limited pool of partners.”– Banking and finance, Infrastructure
“Very capable and highly experienced both in regulatory and transaction work.” - Rafael Morales
The firm enters the Competition/antitrust table this year, while improving its ranking to ‘Outstanding’ in Construction.
Advised Atimonan One Energy’s Meralco PowerGen on its 1.2GW power plant project financing by seven banks. It is one of the Philippines’ largest peso-denominated project financings ever.
Worked with joint lead arrangers and book runners BDO Capital & Investment, BPI Capital and China Bank Capital, on three note issues by Maynilad Water Services.
Represented Uber before the PCC against a complaint about alleged abuse of dominance behaviour.
Instructed by Aboitiz Equity Ventures, the team ensured PCC approval of the client’s sale share in Petnet to City Savings Bank.
Equis, TQMP Glass Manufacturing
Advised San Buenventura Power, an EGCO and MGEN partnership, on the financing, construction and operation of a 460MW coal fired power plant in Quezon.
Assisted Masinloc Power Partners on several projects. One involves the expansion of a coal fired plant, requiring due diligence on the land titles and registering documents, such as mortgages. The team also helped the client obtain permits for its battery energy storage projects.
Advised Universal Robina on the exit from its joint venture with US packaged food company ConAgra Foods.
Worked with TQMP Glass Manufacturing, the Philippines’s largest flat glassmaker, to buy out Asahi Glass’ stake in AGC Flat Glass Philippines.
Aboitiz Power, Electricity Generating, Global Business Power
“Strong knowledge of regulatory issues, laws, ordinances, resolution. Very strong on contract law.”– Corporate and M&A, Dispute resolution, Regulatory
“Very strong in contract law. Detailed research. Strong on regulatory issues. Customer focused.” - Sheryl Balot
“Excellent knowledge of the subject matter. Detailed research.” - Monalisa Dimalanta
Quisumbing Torres had a number of leadership changes during the research period. TJ Mendoza, leader of the banking and finance team, joined the firm from Picazo Buyco Tan Fider & Santos. Christina Macasaet-Acaban is head of corporate and commercial, and Alain Veloso spearheads capital markets. The real estate team is led by Julius Cervantes, while Dennis Quintero heads the insurance group.
Advised SK Engineering & Construction and Seohee Construction on a greenfield coal fired plant project in Tagkawayan, Quezon. Reclassifying the land as industrial use is part of the assignment at this early stage.
Tecnimont
Represented renewable energy company Hero Future Energies Asia on the proposed joint venture to develop solar energy in Northern Philippines.
Felix Petroleum, Google, Korea Water Resources, Pfizer, Pilipinas Shell Petroleum
Pilipinas Shell Petroleum, Pfizer
Managed employment and immigration matters for Korea Water Resources, regarding its joint venture with San Miguel to form Luzon Clean Water Development.
Johnson & Johnson
“Highly professional law firm, response time is better than expected. The opinion rendered was clear and concise as well as practical and relevant to the Philippine situation.” – Energy
“They always give us quick responses and appropriate advice in timely manner. They always notify us if some progress happens in the case. Their advice is always clear and understandable. When we ask them how we should interpret a law in the Philippines, we can get satisfactory explanation from Quisumbing Torres.” – Intellectual property
“The firm give us good advice and provides us with detail steps of our transaction, so that there is no missed issues.” – Corporate and M&A, Intellectual property
“The firm has given prompt and responsive advice. I have encountered only seasoned lawyers who clearly explain their position. The firm's lawyers that I have worked with are also very thorough. The fact that the firm holds many relevant practice-enriching talks is much appreciated.” – Labour and employment, Tax
“Quisumbing Torres has been known for its thorough and objective work. They are very professional and have high morals and standards. Their lawyers are humble, professional and courteous.” – Labour and employment
“Very good, Very precise and trustable.” - Alain Veloso
“Excellent with clear and helpful advice.” - Bienvenido Marquez
“Dependable, accessible courteous.” - Carmi Calsado-Amoroso
“Very thorough, well-researched and well-written opinion. Opinion was straight to the point and addressed the legal concerns of the client.” - Christina Macasaet-Acaban
“Always ready with extensive knowledge and network in arbitration.” - Donemark Calimon
“Eliseo is thorough, very professional, courteous, and attends to our needs. He sees to it that we are provided with the utmost care our firm deserves.” - Eliseo Zuniga
“An expert on his field and we always seek his advice on complicated labour issues.” - Gilbert Zerrudo
“Professional, reliable.” - Kenneth Chua
“Able to provide fast response to our queries.” - Lara Camille
“Very hands on in assisting us in various issues and offering practical solutions.” “Has strong business sense, solid understanding of local corporate law and a creative problem-solver.” - Lourdes de Leon
“Professional, reliable courteous.” - Miguel Galvez
“Pearl Liu is our go-to attorney at Quisumbing Torres. She has a good understanding of the requirements of a US listed company and has a team that gets to the issues, is efficient and moves projects along with the correct point of view on regulatory requirements and compliance. She provides good advice on alternatives for organisation and management of entities and has a staff that are specialists in employment, tax, and general contracting.” - Pearl Liu
Salvador Llanillo & Bernardo, a member of Taxand, focuses on tax and transfer pricing and has built a dedicated team in the latter area, one of the few Philippines firms to have done so.
Advised on a three-year transfer pricing project for domestic subsidiaries of a global industrial gas company. The team expects changes in the transfer pricing regime, such as anti-avoidance rules, so it is updating the client.
Advised BDO Unibank, Philippine National Bank and Bank of China on a loan provided to Clark Global City.
BDO Capital & Investment, China Bank Capital, PNB Capital & Investment, RCBC Capital, United Coconut Planters
Worked with a trust fund of the Asian Development Bank and other banks on micro financier ASA Philippines Foundation’s bond issue.
Assisted BDO Capital & Investment and BPI Capital on Cebu Landmasters’ IPO, the first real estate developers in Cebu to tap the equity capital market by IPO.
Bank of the Philippine Islands, Credit Suisse, Citigroup, ING Bank, Philippine National Bank, Rizal Commercial Banking, Standard Chartered Bank
Alipay
Helped package a joint venture proposal for Metro Pacific Investments to submit to the Bases Conversion Development Authority. The project is about the Clark International Airport’s large airport expansion with express rail link.
Erawan, MetroPac Water Investments
Worked with ANZ Funds on its 20% stake exit from Metrobank Card.
Alipay, Ant Financial, Global Infrastructures Partners, Mitsui Fudosan, Nova Asia
Advised PLDT, a large domestic telecommunications and digital services company and its subsidiary Smart with a transformation programme, including a customer rewards offer. The team tackled labour law issues with the 300-employee transfer to Amdocs, a project partner.
The firm enters five practice area tables for the first time this year: Banking and finance, Competition/antitrust, Construction, Corporate and M&A and Intellectual property.
Advised Alternergy Mini Hydro on Markham Resources’ investment into three SPVs of run-of-river mini hydro projects.
Ayala
Ayala, Infracorp Development, Nation Water Corporation, Portuguese Realty
Assisted Verge Finance’s incorporation in the Philippines, addressing a range of issues including visas, clearances by the National Bureau of Investigation and guidance documents about anti-money laundering.
Beijing Mint Quantum Information Technology, Hitachi Omron Terminal Solutions, Mitel Networks, Nippon Express, Stripe, Swiss Re
“Gives comprehensive legal advice and quick to respond to client queries.”– Corporate and M&A
“Excellent” - Franchette Acosta
Advised Asia United Bank on project and acquisition financings during the past 12 months. As part of a lenders’ group, one was for one of the Philippines’ largest peso-denominated project financings ever, going towards a 1.2GW power plant project.
AB Leisure Global, BDO Unibank, Philippine Bank of Communications
Assisted AccorHotels on its acquisition of majority stake in Fairmont Raffles Hotels International.
Successfully represented a marketing and distribution company in the Court of Tax Appeals. The case dealt with many tax assessments, such as income and value-added taxes.
Air Philippines, Island Quarry and Aggregates
Represented the Bankers Association of the Philippines on tax matters related to the banking industry.
Successfully assisted a group of refund claimants before the court of tax appeals.
Island Quarry and Aggregates, Philippines Airlines
“Anjo Caganda is very open to our concerns and makes sure to address them efficiently without compromising the quality of the output.” - Antero Caganda
“She provides relevant input to risk assessment and decision making.” - Lily Gruba