LOCAL AND REGIONAL LEGAL COUNSEL
INTERNATIONAL STRATEGIES
GOVERNMENT AFFAIRS
COMMERCIAL AND REGULATORY MAT TERS
MARKET AND SECTOR INTELLIGENCE
LOCAL PARTNERSHIP ASSISTANCE
CALGARY DALLAS MEXICO CITY BOGOTA
F or over 20 years, the partners and lawyers of SMPS Legal have successfully counseled domestic and foreign investors in their activities in Latin America.
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 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 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.
CORPORATEM&A, Foreign Investment and Transactions
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.
EDUARDO PIZARRO SUÁREZ 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 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.
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.
TAXConsulting and Litigation
JORGE SAN MARTÍNPartner
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.
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.
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 applicable to such type of investment-related matters.
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.
ALEJANDRO ORTIZ PRIETO Partner
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.
BANKING AND FINANCEPrivate Equity and Credit Institutions
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.
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).
RAMÓN BRAVO HERRERA Partner
Ramon advises a wide range of local and foreign companies in various industries, in the areas of mergers and acquisitions, banking and finance and procurement. Ramon served as General Counsel of GE
Mexico, where he actively participated in the creation of GE Capital Financial Group, and was a partner at Hogan Lovells BSTL for 20 years.
As part of his professional practice, Ramon participates in the implementation of structured financing, acquisition and sale of companies and transactions involving various co-investment companies.
In the areas of public procurement, he gets involved in the analysis of bidding documents, review and definition of risks in contracts of both acquisitions and services such as public works, having advised, among others, Parsons Corporation in connection with the contract for the Management of the New Mexico City International Airport Project.
JORGE MIRANDA Partner
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.
PABLO MAURICIO ALVARADO Partner
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.
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.
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 Partner
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.
ENERGYOil and Gas, Mining and Natural Resources
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.
Global ProjectsInfrastructure and Design
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.
MANUEL E. TRON Partner
For over thirty years Manuel has specialized in the consulting and planning of international business from a tax perspective, as well as personal and family counseling in regards to wealth
and estate planning both in Mexico and abroad. His practice primarily involves designing cross-border investment structures both from abroad to Mexico, and from Mexico to other countries. Manuel is regularly involved in designing strategies for negotiation and resolution of tax disputes both in Mexico and abroad and as external counsel in federal tax litigation matters.
ALEXIS MICHEL 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.
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 TRADEConsulting and Litigation
LABOR Consulting and 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.
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 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.
OSCAR GARCIA-ISITA Foreign Legal Consultant
Oscar has, 15 years of experience, including 10 years of big law firm experience, representing individuals and companies, including public and private, domestic and international companies, on a broad range
of Mexican and Latin American cross-border M&A, corporate, real estate, finance and foreign investments.
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.
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.
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
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.
CLAIRE GUGLIELMI Partner
Claire has extensive experience in mergers and acquisitions, corporate and international transactions and business law. Prior to joining SMPS Legal, Claire collaborated as General Counsel for an
important asset management company in Bogota and prior to this position she worked for various international law firms in the United States.
She was also Vice-President, Legal and Corporate Affairs for a prestigious pharmaceutical company. In addition, she acted as counsel for the Consulate of France in Houston for many years.
OTHER MATTERSAudit Services, Compliance, Governance and Information Technology
SMPS Legal has vast experience in the aviation sector and offers a range of services related to the aviation and airport industries. We represent airlines, aircraft financing entities, lessors, lessees, trustees and all participants in the aviation industry.
We are skilled and experienced in aviation regulation, experts in negotiation of agreements related to this sector. We handle financing projects in the aviation field, including leases, secured loans, sales and leasebacks.
The firm assists clients before the Mexican aviation authorities to obtain all necessary permits and authorizations.
ANA PAULA PARDO LELODE LARREA Partner
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.
ANDRÉS PIZARRO SUÁREZ Of Counsel
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.
AVIATION
MOISES SHEHOAH Of Counsel
Moses is a lawyer specializing in real estate transactions. His practice focuses on planning legal structures for the construction of various real estate development, from start to completion
and operation of the project. His advice covers several branches of civil law and administrative law, tax, corporate and others. In turn, his practice includes comprehensive legal services in trusts, corporate restructurings, shareholding agreements, transactions, investments, financings, joint ventures, financial real estate due diligence for incorporation of FIBRAS among others.
ISABELLE THIBAULTForeign Legal Consultant
Isabelle’s professional practice involves all matters of transactions and the creation of tailor made agreements for special operations. She excels at languages and negotiations, including
project revivals as one of her best assets. She fluently speaks French, English and Spanish and is currently studying mandarin. She has been involved in numerous transactions in the pharmaceutical and chemical industries for over a decade, has documented IP transactions and has been involved in ICC arbitrations and FAA administrative matters.
DIANA SOLOGUREN Associate [email protected]
FEDERICO SCHEFFLER Associate [email protected]
JULIANA DEVIA RODRÍGUEZ Associate [email protected]
MOISES SHEHOAH Of Counsel [email protected]
OSCAR GARCIA-ISITA Foreign Legal Consultant [email protected]
RAMÓN BRAVO H. Partner [email protected]
JORGE NAVARRO Of Counsel [email protected]
EDUARDO PIZARRO SUÁREZ Partner [email protected]
ISABELLE THIBAULT Foreign Legal Consultant [email protected]
LEONARDO GONZÁLEZ COSSÍO Associate [email protected]
JORGE SAN MARTÍN Partner [email protected]
CLAIRE GUGLIELMI Partner [email protected]
EVELIA DÍAZ Associate [email protected]
JUAN CARLOS PIMENTEL Associate [email protected]
MANUEL E. TRON Partner [email protected]
NELSON CASTELLANOS Associate [email protected]
PALOMA ARMELLA Associate [email protected]
JORGE MIRANDA Partner [email protected]
ALEJANDRO ORTIZ PRIETO Partner [email protected]
CARLOS SOLÓRZANO Partner [email protected]
ANA PAULA PARDO LELO DE LARREA Partner [email protected]
ALEXIS MICHEL Partner [email protected]
CHRISTIAN SOLÍS Partner [email protected]
ANDREA PÉREZ CADAVID [email protected]
NATALIA CARDONA GONZÁLEZ Associate [email protected]
PABLO MAURICIO ALVARADO Partner [email protected]
SEVERO LÓPEZ MESTRE Of Counsel [email protected]
ANDRÉS PIZARRO SUÁREZ Of Counsel [email protected]
ANA KAREN NAVARRETE [email protected]
Calgary (Office of Business Development): Suite 1050, 396 - 11th Ave. SW, Calgary, Alberta T2R 0C5. Canadá. T. +1 (403) 718 9808
Dallas (Office of Business Development): 2777 N Stemmons Fwy # 1220, Dallas, TX 75207 USA – Trinity Towers T +1 (214) 382 4488
Mexico City: Andrés Bello 10 - 402, Polanco, 11560. Ciudad de México, D.F. México. T. + 52 (55) 5282 9063
Bogota: Avenida Carrera 9 No. 115-06 Oficina 707, Edificio Tierra Firme. Bogotá, D.C. Colombia T + 57 (317) 4029 184
www.smpslegal.com
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