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Banking
Along with general corporate law and Banking
Law, capital markets law is one of the most
important areas of practice of the law firm.
Palacios, Ortega y Asociados is mainly concentrated
in the legal, tax and regulatory aspects of
the Venezuelan financial business. The firm
advises domestic banks and Venezuelan branches
of foreign banks in developing its business
in Venezuela.
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Corporate
The practice of Corporate Law in Venezuela
consists basically in drafting and discussing
corporate charters and by-laws and other corporate
agreements (joint venture agreements, investment
agreements, voting trust, shareholders’
agreements and mergers and acquisitions) and
due diligences. The firm also provides the
service of preparation and filing of shareholders’
meetings and board of directors’ meetings,
as well as on the discussion of the structure
of the corporate by-laws for the management
of a company.
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Capital
Markets
In the Capital Markets area, one of the most
important areas of practice of Palacios, Ortega
y Asociados, we provide assistance in securities,
offerings and transactions, and structured
financing (institutional, equity and debt)
in general.
The firm provides services in different forms
of capital market transactions, both in debt
and equity instruments. Since the firm was
established, it has been involved in the most
important operations in this sector in Venezuela.
The firm participated in the takeover of Electricidad
de Caracas, giving its advice to Citibank,
N.A. in the preparation and execution of the
trusts constituted to receive the shares delivered
by the shareholders. Likewise, the firm participated
in the defense of Verizon Communications’
interests in the takeover attempt of CANTV,
which was withdrawn. Moreover, the firm has
participated in the design of shareholders’
defensive tactics and shareholders’
value enhancement measures of public companies.
Among others, the type of work that the firm
performs in this area includes the preparation
of prospectus and registration forms, obtaining
necessary approvals for ADR programs, preparation
of the necessary documentation for a primary
placement, including placement agreements,
trust indentures and others, and structuring
of international financing instruments.
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Financing
In Financing, a number of Palacios, Ortega
y Asociados’ lawyers have advised on
the preparation, drafting and negotiation
of loan agreements, credit agreements and
other types of financial facilities, and on
the creation of negotiable participation certificates
and other forms of securitization.
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Project
Financing
The firm’s members have a vast experience
on Project Financing. They have been involved
in the structuring of these transactions,
including the creation and registration of
security interest in Venezuela, letters of
credit, international collections and debt
restructuring, license agreements and international
purchase-sale contracts.
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Foreign
Investment
The scope of the firm’s Foreign Investment
practice covers both direct foreign investments
as well as portfolio investments in Venezuelan
companies.
The firm’s Foreign Investment practice
focuses on providing legal advice with respect
to foreign investment legislation, registration
of foreign investment at the Venezuelan Foreign
Investment Superintendence (SIEX) and the
Ministry of Energy and Mines. The firm advises
on joint venture agreements, debt to equity
swaps and other forms of investment, the exchange
rules applicable to foreign investors, and
tax planning.
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International
trade regulations, antidumping, Andean Community
law, antitrust law, and consumer protection
law.
The firm also covers areas such as international
trade regulations, antidumping, Andean Community
law, antitrust law, and consumer protection
law.
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IT
Industry
In the IT Industry, the firm has a diverse
range of experience to meet the unique business
needs of technology and Internet-related companies.
The firm’s extensive experience and
in-depth understanding of the industry enables
it to effectively guide its clients through
complex deals and negotiations. The firm’s
clients include electronic-commerce Web-site
operators, computer hardware vendors, software
developers and makers of telecommunications.
The firm advises on technology acquisition
and transfer, licensing agreements, trade
secret and intellectual property agreements,
Y2K compliance, employment and non-disclosure
agreements, short- and long-range strategic
planning.
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Labor
and Employment Law
Labor and Employment Law is other important
practice area of Palacios, Ortega y Asociados.
The firm provides guidance for personnel management,
policies, grievance and litigation mitigation,
as well as representation in labor management
relations. The firm’s labor practice
includes negotiation of labor contracts and
collective bargaining agreements, labor litigation
before administrative agencies and labor courts,
management of labor disputes, labor and employment
aspects on mergers and acquisitions and other
corporate transactions, guidance on compensation
issues for board members and management personnel,
guidance for compliance with government regulation
regarding working conditions and worker safety
issues and severance payments, and the like.
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Oil & Gas
The firm has lawyers with a long and thorough
experience in the Oil & Gas industry.
Most of the firm’s members have been
involved in several petrochemical, mining,
oil and gas ventures. The firm advises in
areas such as licensing, crude oil and natural
gas supply contracts, joint venture and strategic
association agreements, operating and services
agreements, production sharing agreements,
concession and bidding processes, development
agreements, processing projects, operation,
maintenance and technical assistance projects,
and advice on royalty, net profit and interest
agreements.
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Taxation
and Tax Planning
Another very important area of practice of
Palacios, Ortega y Asociados is Taxation and
Tax Planning. The firm offers services in
all aspects of national, state and local taxes.
This includes tax planning, advice on transactions
and controversies of any kind for business
and personal matters; estate planning, trust
and estate advice; tax-exempt entities and
charitable institutions; mergers and acquisitions;
tax audits; and national, state and local
tax trials in all courts and administrative
instances. Our international tax practice
concerns both inbound and outbound matters.
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Telecommunications
In Telecommunications the firm offers the
expertise of its members. One of the founding
partners has been member of CANTV’s
Board of Directors since its privatization
in 1991, and actively participated in such
privatization. Three other attorneys have
been members of the former major shareholder
of CANTV, VenWorld Telecom, C.A. Another attorney
has developed a very important reputation
in this field. Accordingly, the firm is able
to advice on any regulatory issue related
to telecommunications.
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Litigation,
Alternative Dispute Resolution and International
Arbitration
The firm’s attorneys have been actively
involved in Litigation, Alternative Dispute
Resolution settlements, and a number of the
firm’s attorneys are members of domestic
and International Arbitration courts. Therefore,
Palacios, Ortega y Asociados is prepared to
assist in drafting and designing arbitration,
mediation and other alternative dispute resolution
provisions for inclusion in transactional
documents; assist clients in designing internal
alternative dispute resolution processes to
avoid litigation of both internal and external
disputes.
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Public
and Administrative Law
Regarding Public and Administrative Law, Palacios,
Ortega y Asociados offers its services as
well. A number of our attorneys have been
prepared and have practiced in the economic
areas of Administrative Law; likewise, they
have been involved in bidding process for
public contracts.
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Corporate
and Personal Matters
The firm’s attorneys are thoroughly
acquainted with the rules relating to Corporate
and Personal Matters.
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