MAIN AREAS OF PRACTICE:
Banking, Corporate Financing & Insurance: The firm represents financial institutions and other corporate lenders as well as borrowers and issuers in many international and local financial transactions. The firm represented the initial purchasers and the lenders in the recent Smurfit Kappa EUR 850 million and USD 300 million bond issues; the lenders in the Fertinitro, Hamaca, Petrozuata and Sidor project financings; the lenders regarding Digitel’s acquisition by Telvenco, from Telecom Italia Mobile (TIM); and the lenders in Jefferson Smurfit Group’s acquisition of Kappa Holding B.V. and its subsidiaries. The firm is very active in insurance, acting for local and international institutions, such as the Chamber of Insurers, Munich Re and Marsh.
Corporate & Capital Markets: The firm assists many major international companies as to their corporate needs, their activities and their subsidiaries in Venezuela. The firm’s advice includes corporate law, foreign investment regulations and issues regarding the exchange controls currently in force, as well as labour and tax issues. The firm assists clients in dealings with the Superintendencia Nacional de Valores, including new products, administrative procedures, takeover defences, acquisition structures, listing and delisting of securities, etc.
Mergers & Acquisitions: Among others, the firm counselled the buyer in the acquisition of (i) Renault Venezuela by Grupo Automotriz Latinoamericano Limited; (ii) Emerson Venezuela by Inversora Técnica de Valores de Latam; and (iii) Liberty Mutual’s Seguros Caracas by Fidens Group. In global operations, we assisted MetLife in its acquisition from AIG of American Life Insurance Company, which in turn owned approximately 50% of Seguros Venezuela, and then in the sale of such 50%; Telefónica Móviles’s US$ 5.8 billion acquisition of BellSouth’s Latin American assets; and Henkel KGaA in the acquisition of the electronic and engineering materials business of the ICI Group from Akzo Nobel. We assisted the vendor, shareholder and/or the target in Telefónica’s global sale of its call center service, Atento; Compass Group’s sale of its Venezuelan subsidiaries; the sale by Freeport-McMoRan Copper & Gold Inc of Phelps Dodge International Corporation; Seguros Orinoco’s acquisition by Mercantil; Venoco’s acquisition by Petroklim; the retail tracking services of Datos (Information Resources Inc. -IRI) acquisition by ACNielsen; and the sale of Damovo UK Limited’s Venezuelan subsidiary.
Contracts & Operations with the Venezuelan state: The firm advises important international contractors in their dealings with the Venezuelan public sector, in the oil, iron, health and infrastructure sectors.
Energy & Natural Resources: The firm handled the original major investments in oil and gas projects (Hamaca, Petrozuata, Fertinitro, Profalca) and continued to advise the lenders on later developments, such as the nationalisation processes of Hamaca, Petrozuata and Fertinitro. The firm also advised Calyon in its incorporation as Agent for the Sincor project bank lenders. It represented the seller and the target in the acquisition of the Venezuelan petrochemical holding, Industrias Venoco. It assists AES Corporation and, until its nationalisation, assisted its former subsidiary, Electricidad de Caracas.
Litigation & Arbitration: The firm’s litigation department is one of the largest in Venezuela. Many cases involve international clients such as Citibank, Lexington Insurance Company, MSD, Asea Brown Boveri, Four Seasons Corporation, as well as major national clients like Banco Mercantil and Formiconi, C.A. The firm provided advice to Four Seasons Corporation with regard to Venezuelan law aspects in an arbitration procedure held in Miami (US$ 25 million).
Labour: The Venezuelan labour legislation is extremely protective of workers’ rights. The firm advises important Venezuelan companies and local subsidiaries of international corporations with regard to general corporate policies, issues of safety and health, work stoppages and on how to deal with labour unions. It has extensive experience litigating labour cases at every level, mostly from the perspective of management.
Tax: Tax work includes planning and litigation at administrative and judicial levels, including the Supreme Tribunal. The firm has obtained recent important favorable decisions for clients such as Coca-Cola in the Supreme Tribunal. LANGUAGES: English, French, Italian and Spanish.
CLIENTS: Among the more significant clients which the firm has represented in the last few years are the following: AES Corporation; Andritz Hydro Gmbh; Asea Brown Boveri; Astrazeneca Venezuela; Banco do Brasil; Banco Mercantil; Banco Nacional de Crédito; Banco Plaza; Banesco; BNP Paribas; Electricidad de Caracas (until its nationalisation); Química Integrada (INTEQUIM); C.A. Ron Santa Teresa; C.A.Venezolana de Pinturas; Cadena de Tiendas Venezolanas Cativen, C.A., now Red de Abastos Bicentenario; Calyon; Cámara de Aseguradores; CEMEX (until its nationalisation); Citibank, N.A.; Compañía Anónima Nacional Teléfonos de Venezuela (CANTV) (until its nationalisation and for a transition period afterwards); Colcerámica; Compass Group; Consortium Euro-Bras Guri; Corporación Grupo Químico; Credit Suisse; Damovo UK Limited; Deloitte & Touche International Organisation; Deutsche Bank; Dresdner Bank; Formiconi; Four Seasons Corporation; Freeport-McMoRan Copper & Gold Inc.; Grupo Mundial; Information Resources Inc.; International Finance Corporation; Inversiones Mundial, S.A.; Lafarge and Fábrica Nacional de Cementos (until its nationalisation); Marsh McLennan Company, Sedgwick and Guy Carpenter; Mercantil Seguros and Seguros Orinoco; Merck, Sharp & Dohme; Merinvest; MetLife; Metropolitan Distributors (Diageo local distributors); Mitsubishi Corporation; Munich Re and Munchener de Venezuela; Organización Corona S.A.; Pacific Investment Management Company, PIMCO; Pintacasa; Pinturas International; Prodenvases Crown S.A. and Prodenvases Crown Venezuela; S.C. Johnson & Son and S.C. Johnson de Venezuela; Samsung; Tacoa; Telefónica and its local subsidiary, Telefónica Venezolana; The Coca-Cola Company and its local subsidiary Coca Cola Servicios de Venezuela; Voith Hydro Ltda; Venoco; Vicson; Williams International; Wilpro Energy Services.