LEGAL LEGAL
CALGARY DALLAS MEXICO CITY BOGOTA CALGARY DALLAS MEXICO CITY BOGOTA
LOCAL AND REGIONAL LEGAL COUNSEL
INTERNATIONAL STRATEGIES
GOVERNMENT AFFAIRS
COMMERCIAL AND REGULATORY MATTERS
MARKET AND SECTOR INTELLIGENCE www.smpslegal.com LOCAL PARTNERSHIP ASSISTANCE Calgary (Business Development O ce): Suite 1050, 396 - 11th Ave. SW, Calgary, Alberta T2R 0C5 Canada T. +1 (403) 718 9808 Dallas (Business Development O ce): 9419 Peninsula Dr., Dallas, Texas 75218 USA T. + 1 (972) 803 6062 Mexico City: Andrés Bello 10 - 402, Polanco, 11560, Mexico City, D.F. Mexico T. + 52 (55) 5282 9063 Bogota: Calle 93 B No. 12 - 48 O cina 205 Bogota, D.C. Colombia T. + 57 (1) 805 2025/33/48 Introduction Contact
Alejandro Ortiz Prieto Carlos Solórzano Evelia Díaz Pablo Mauricio Alvarado LEGAL Corporate, Finance and Real Energy, Finance and Real Associate (Mexico City) Partner and Head of Estate Partner Estate Partner T. +52 (55) 5282 9063 Oil & Gas (Bogota) ABOUT US (Dallas - Mexico City) (Calgary) [email protected] T. +57 (1) 805 2025/33/48 T. +1 (972) 803 6062 T. +1 (403) 718 9808 [email protected] [email protected] Federico Sche er SMPS Legal is a boutique law rm with regional expertise Responding to the growth of emerging markets in Latin T. +52 (55) 5282 9063 [email protected] Associate Paloma Armella created by San Martín y Pizarro Suarez, S.C., O&G Energy America, SMPS Legal specializes in cross-border transactions, Chaquer Molinar (Mexico City) Associate and Natural Resources Attorneys S.A.S. and Solorzano acquisitions, spin-o s, joint ventures, strategic alliances Alexis Michel Associate (Mexico City) T. +52 (55) 5282 9063 (Mexico City) Corporation to form a team of experienced and specialized and foreign investments in the Region. Foreign Trade and Customs T. +52 (55) 5282 9063 fsche [email protected] T. +52 (55) 5282 9063 lawyers committed to o ering integrated multidisciplinary Partner (Mexico City) [email protected] [email protected] legal counsel in Latin America from strategically located T. +52 (55) 5282 9063 Jorge Miranda o ces. SMPS Legal currently has o ces in Calgary, Dallas, Mexico [email protected] Christian Solís Tax Partner Publio Perilla Lozano City and Bogota and alliances with prominent rms in Associate (Calgary) Tax and Foreign Brazil, Argentina, Costa Rica, Panama, Peru and other Latin Ana Paula Pardo Lelo de (Mexico City) T + 1 (403) 718 9865 Investment Partner SMPS Legal have successfully counseled domestic and American countries to best serve its clients. Larrea T. +52 (55) 5282 9063 [email protected] (Bogota) foreign investors in their activities in Latin America for over Tax Partner [email protected] T. +57 (1) 805 2025/33/48 20 years. (Mexico City) Jorge Navarro [email protected] From knowledge of the local commercial and corporate T. +52 (55) 5282 9063 David Camacho Of Counsel Corporate, Energy and (Mexico City) Severo López Mestre Speci cally, SMPS Legal provides legal services and customs and practices, to evaluating the relevant sectors [email protected] of the economy and obtaining specialized legal advice, Environmental Partner T. +52 (55) 5282 9063 Of Counsel Energy support in transactions and projects in Latin America in (Bogota) [email protected] (Mexico City) important industry sectors of the economy, such as energy SMPS Legal assists its clients maximize the opportunities Andrés Pizarro Suárez o ered by the Region, providing timely and cost e ective Associate (Mexico City) T. +57 (1) 805 2025/33/48 T. +52 (55) 5282 9063 and natural resources, including oil & gas (upstream and [email protected] Jorge San Martín [email protected] advice. In addition to the fact that the members of SMPS T. +52 (55) 5282 9063 downstream), mining, electricity (power generation and [email protected] Tax Partner transmission) and water, infrastructure, private equity, Legal share a joint vision to apply a commercial approach Eduardo Pizarro Suárez (Mexico City) banking and nance, hospitality, insurance, capital markets, and provide focused legal and business advice, the Firm Corporate, Finance and Real T. +52 (55) 5282 9063 aeronautic, automotive, cultural, food, pharmaceutical, real provides tangible added value to its clients by taking the Estate Partner [email protected] estate, manufacturing and information technology. time to understand their business and legal service needs. (Mexico City) T. +52 (55) 5282 9063 www.smpslegal.com [email protected] Practice Areas Practice Areas
LEGAL
AUDIT SERVICES – GOVERNANCE – COMPLIANCE - Jorge Navarro OTHER MATTERS Jorge San Martín Of Counsel Tax Partner (Mexico City) (Mexico City) Based on its vast experience in the Latin American Region Jorge is both a lawyer and a certi ed public accountant. His practice is focused on tax and business planning, Jorge is an expert in ICT, e-Business, telecommunications This allows SMPS Legal to identify and recommend the best and in diverse sectors, SMPS Legal o ers an array of legal including mergers and acquisitions, as well as and data protection. He specializes in contracts, and most e cient corporate structures to achieve tax audit services, speci c and specialized as needed to ful ll corporate reorganizations with particular focus on drafting regulation, as well as legal audits for permanent establishments and other tax-related e ciency, consolidation and mitigation of potential risks. regulatory compliance. its clients’ needs. The members of SMPS Legal are experts international matters. Jorge assists his clients in planning tax ecient Jorge is a consultant to the United Nations Conference on Trade and in identifying risk areas. structures, including the tax treatment of acquisitions and SMPS Legal also provides corporate governance services Development - UNCTAD in ICT and e-Commerce Law and Policy in investments. His practice includes the representation of clients before Latin America for the harmonization of cyber laws. and advice with day-to-day corporate legal needs, such as SMPS Legal has successfully assisted its clients of the oil, Mexican Tax Authorities in a broad range of national and international management and custody of corporate books, as well as in tax controversies as well as in litigation. gas and mining industries, among others, to ful ll industry the development of sophisticated foreign capital structures speci c audit requirements. Likewise, the rm has experience to protect investment and comply with regulations in reviewing nancial information for the use of Board of Severo López Mestre Directors, investors and nancial institutions to implement TAX: CONSULTING – LITIGATION Of Counsel Energy (Mexico City) the best practices of corporate governance. SMPS Legal is highly experienced in advising independent directors, SMPS Legal is leader in the optimization of tax structures Eduardo Pizarro Suárez Severo is an expert in energy policy and regulation with and M&A tax related issues. The Tax Practice is uniquely Corporate, Finance and Real Estate Partner over 17 years of experience in the Mexican energy executive officers, controlling stockholders and has (Mexico City) industry. He contributes experience and knowledge to consistently been recognized for its solid corporate quali ed as it is a fully integrated consulting and litigation the SMPS Legal Energy Practice. practice experience. Tax Practice whereby all members of the SMPS Legal Tax Eduardo has a broad-based practice providing legal and He has been involved in the drafting and design of Team provide both consulting and litigation services, with business advice and counseling to multinational and the rst privatization project in the oil industry in Mexico, as well as a clear vision of the nancial and legal aspects of every Mexican companies. His corporate practice primarily the rst electricity deregulation reform presented before Congress. SMPS Legal advises on proper due diligence, risk management, focuses in private equity, corporate nance, joint ventures, issue impacting the client. Severo is a founding member of Sustentabilidad para Mexico A.C. audit review and implementation procedures, prevention spin-o s, mergers and acquisition transactions, general corporate law and which represents the World Green Building Council and is the most of corporate wrongdoing, corporate protocols, ethics and investments for domestic and international transactions. His practice in uential organization to promote green construction in Mexico. The SMPS Legal Tax Practice assists its clients in complex includes active representation of clients involved in a variety of projects, He is a consistent contributor in newspapers, magazines and corporate policies, codes of conduct, Sarbanes-Oxley transactions involving nancial technicalities and including transactions and investments in the areas of real estate, public and energy publications and is currently the Energy news contributor at compliance as well as compliance with other foreign acts contingencies banking on the strong nancial and private mergers, asset and stock purchases and dispositions and the EFBloomberg TV Network. of extra territorial application such as the U.S. Foreign structure and formation of partnerships, joint ventures and strategic litigation backgrounds of all its members. This directly alliances. Eduardo also coordinates civil and commercial litigation before Corrupt Practices Act (“FCPA”) and Anti-Bribery policies. translates into a comprehensive handling of each case, both federal and local courts. tailored to better serve the client and providing tangible added value thereto.
Evelia Diaz SMPS Legal o ers multidisciplinary advice in all matters Associate (Mexico City) related to tax, enforcement of international treaties and implementation of national and foreign structures for Evelia specializes in corporate law. Her practice consists of corporate law, corporate nance, residents in Mexico and abroad, as well as tax and transactional matters, drafting various contracts, administrative litigation. business law, mergers and acquisitions, including advising on public and private international law and CORPORATE – M&A – FOREIGN INVESTMENT intellectual property. SMPS Legal assists clients in the negotiation and execution of corporate restructures, co-investments, shareholders' agreements, transformations, spin-o s and mergers, including national and international private capital funds. Chaquer Molinar Our lawyers are specialists in negotiating agreements as Associate (Mexico City) well as in the performance of specialized audits to adequately assess the risks and opportunities regarding Chaquer specializes in Tax and Administrative Law. His practice consists of the preparation of Tax and transactions prior to the execution thereof. Administrative litigation, advice in tax and administrative matters and the implication thereof The Firm has extensive experience in all areas of corporate for the clients. law, including organization, maintenance, dissolution and liquidation of corporations and partnerships, civil or commercial, public or private, pro t or non-pro t, as well as subject to speci c regulation. Practice Areas Practice Areas
LEGAL
REAL ESTATE LABOR CONSULTING Alejandro Ortiz Prieto Christian Solís Corporate, Finance and Real Estate Partner The attorneys of SMPS Legal have extensive experience The Firm provides legal advice on all matters related to Tax Partner (Mexico City) (Dallas - Mexico City) representing developers, creditors and investors in every labor law and social security, including recruitment Christian specializes in local and international tax type of real estate and asset transactions, including Alejandro has, for over two decades, advised and strategies, establishment and modi cation of bene ts, consultancy, as well as in tax and administrative represented Fortune 500 companies and other litigation. His professional practice is focused on local purchase, lease, funding, development, construction plans and employment conditions, as well as in the well-known companies around the world to compliance with labor provisions, collective negotiations and transnational transactions. and liens on real estate assets such as o ces, malls, establish, operate, monitor and grow their and matters pertaining to unions. Christian´s experience includes local consultancy in tax mines, warehouses, local businesses, residential and investments in Mexico and Latin America. He specializes in assisting matters, international taxation, mergers and acquisitions, spin-o s, companies with their initial expansion into Mexico and Latin America, restructures and tax and administrative litigation. multi-purpose properties and hotels. as well as helping established companies with all aspects of conduct- In addition, the Firm continuously advises corporations ing international business. Alejandro maintains a diverse practice in the negotiation and drafting of con dentiality and The members of SMPS Legal are key players and have representing companies in a broad range of industries. Drawing upon his over 20 years of experience, he consistently provides high-quality non-competition agreements, as well as in matters been consistently involved in matters of signi cant legal services to his clients. pertaining to the payment of pro t sharing, pension importance in the hospitality sector providing legal funds, employer’s substitution, hiring of expatriates, Federico Sche er Associate (Mexico City) assistance in well-known hospitality projects in Mexico. outsourcing, bene ts structure, stock options, saving funds and labor audits. The professional practice of Federico is focused on tax consulting, as well as corporate and business matters The services o ered by SMPS Legal include audits, PRIVATE EQUITY – BANKING – FINANCE – involving national and international transactions. FINANCIAL INSTITUTIONS regulatory, tax and environmental matters, as well as He has broad experience in matters of tax consultancy, structuring of real estate projects through any type of international taxation, real estate planning, The Firm counsels private equity companies, creditors, debtors representation of clients in tax audits, venture capital, mergers and structures such as Real Estate Trusts (“FIBRAs” or and other participants in national and foreign markets in acquisitions, commercial contracts, corporate finance, corporate Fideicomisos Inmobiliarios de Bienes Raíces). granting and restructuring of nancing and in the establishment restructuring and reorganization. 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 incorpora- tion of private capital funds. David Camacho SMPS Legal has vast experience in bank and private funding Corporate, Energy and Environmental Partner (Bogota) Andrés Pizarro Suárez transactions, as well as in nancing of States and Municipalities Associate in Mexico. The partners of the Private Equity Practice of SMPS (Mexico City) David specializes primarily in corporate law, Legal regularly provide regulatory and transactional advice to mergers and acquisitions, and natural resources law, Andrés has extensive experience in mergers and banks, multi-purpose nancial corporations (SOFOMS), particularly structuring foreign investments related acquisitions, joint ventures, real estate, restructurings, insurance companies, inter-dealer brokerage rms and institu- to the mining and oil and gas industry. investments and corporate and regulatory tional pension fund managers (AFORES). He has extensive experience providing legal services to design matters. His practice includes active representation corporate structures, as well as negotiating and implementing of clients involved in corporate, civil, nance and commercial mining and oil and gas agreements. projects in diverse areas and industries. SMPS Legal assists private equity funds in their initial stages from fund raising to building the investment funds, the portfolio Additionally, he has experience with di erent models of investments and management, including the restructuring, regulation and state control implemented in several jurisdictions over the hydrocarbon and mining resources. re nancing and sale or recapitalization thereof.
Paloma Armella Associate (Mexico City) Publio Perilla Lozano Tax and Foreign Investment Partner (Bogota) Paloma specializes in local and international tax consulting. Her professional practice consists in local Publio is an expert in taxationand foreign investment and transnational transactions, including local matters licensed to practice law in Colombia. consultancy in tax matters, international He specializes in providing expert advice in areas such as taxation and restructuring. corporate taxation, tax planning, foreign investment, She has experience in corporate, labor and intellectual property matters, exchange control rules, project nance, oil and mining including drafting agreements, incorporation of Mexican entities, taxation (mainly related to scal e ects of farm out and other participating corporate restructures, mergers and liquidations. She also advises agreements and tax relief of investments in acquisition and development clients on foreign investment and intellectual property matters. of exploration and production projects), mergers and acquisitions and international taxation. Practice Areas Practice Areas
LEGAL
INFRASTRUCTURE – GLOBAL PROJECTS Concerning Electricity, SMPS Legal has extensive experience Alexis Michel Pablo Mauricio Alvarado in the structuring and funding of electricity projects as well The Projects Practice Team of SMPS Legal has successfully Foreign Trade and Customs Partner (Mexico City) Partner and Head of Energy and Oil & Gas as the processing of permits before the CRE in all forms represented clients in projects throughout the Latin (Bogota) (self-supply, co-generation, independent production, American Region. Our experience spans over several Alexis focuses his practice not only in the compliance of customs and foreign trade obligations, but in Mauricio is an expert energy and natural resources import and export); and in Mining, SMPS Legal advises on legal systems and over the last two decades to include a identifying and developing areas with expansion attorney licensed to practice law in both Colombia the structuring and funding of mining projects; the acquisition, wide range of technologies and industries. opportunities for his clients. and the United States (Texas). Mauricio specializes transfer, registry and lien of mining rights; the issuance of Alexis is specialized in tari classi cation, customs valuation, in representing clients on matters relating to mining licenses and payment of mining rights; and the SMPS Legal assists its clients in development and implementation of free trade agreements, origin veri cations, criteria high-level and sophisticated international transactions and ventures, including ongoing international exploration and drafting and negotiation of agreements, addressing infrastructure projects from the de nition of the con rmation and certi cations before di erent authorities, as well as development of foreign trade development programs as “Maquila”, production, oil, natural gas, power generation and energy litigation matters from mining licenses to any type of real structure and funding of the projects, to the achievement Sector Promotion and Drawback. privatization projects in several Latin American countries. estate issues. The experience of SMPS Legal includes energy of the applicable permits, including Private-Public He has extensive experience in the performance of internal audits. projects, biogas, solar and wind energy. Partnerships (PPP) structuring. Alexis represents clients before di erent tax and customs authorities in audits and administrative proceedings. Furthermore, he has Our Projects Practice re ects the fundamental values of developed a successful practice in unfair trade practices such as antidumping and subventions. Carlos Solórzano SMPS Legal, to provide cutting-edge advice and Energy, Finance and Real Estate Partner representation based upon our vast practical experience. (Calgary) Our Projects Practice Team includes experience across all major practice areas involved with investment in a Carlos has extensive experience in sector speci c project, from the early-stage development and regulatory FOREIGN TRADE AND CUSTOMS: audit services, mergers and acquisitions, negotiation and implementation of joint ventures and strategic matters through nancing, mergers, acquisitions, CONSULTING - LITIGATION alliances, mainly for the oil and gas sector, as well as real estate restructurings and public o erings. transactions involving commercial, residential and mixed-use The Foreign Trade Practice focuses on advising clients developments. Additionally, Carlos has successfully assisted several We provide advice on initial project planning and regarding tax obligation compliance and specifically clients in dispute resolution matters. structuring (including tax planning); real estate acquisition; assisting the client to identify and develop expansion project bids; drafting and negotiation of all key contracts opportunities. (such as supply, operating, maintenance, engineering and construction agreements); advice on labor and It specializes in tari classi cation, customs valuation, ENERGY – MINING – NATURAL RESOURCES employment matters; and compliance with rules and implementation of free trade agreements, origin veri cation, regulations of local, state and national energy, utility and criteria con rmation before tax and customs authorities and SMPS Legal has a sophisticated energy practice, with environmental regulatory authorities. the development foreign trade programs such as the “Maquila” emphasis in the development and funding of energy Programs, Drawback and Sector Promotion. projects. The Firm provides comprehensive advice to clients specialized in the generation of conventional and The Trade Practice of SMPS Legal includes development and alternate energy in a wide range of matters such as the Ana Paula Pardo de Larrea consolidation of a more e cient corporate and tax Tax Partner (México City) implementation of strategies to optimize all tools available, dispute resolution tactics and proceedings. structure and the obtention of permits and authorizations Ana Paula joined SMPS Legal in 2015 as Tax partner. requited for implementation. Ana Paula’s main practice is taxation concerning The Practice has sound experience in the selection, coordina- domestic and international aspects and involves tion and implementation of the best optimized corporate, For Oil and Gas, the SMPS Legal Energy Team specializes representing corporations and individuals. She regular- tax and customs strategies in Mexico, tailored to the client’s in negotiation of agreements for the industry with ly advises clients on matters involving commercial transactions, tax PEMEX and other suppliers; advising on public contracting planning, start up business, joint ventures, investments, acquisitions, needs, the performance of audits to examine the correct- mergers, spin o s, dispositions, tax free reorganizations, transfer ness of import/export operations, the implementation of procedures (direct awards, public biddings and restricted pricing consulting. preventive measures and the representation of clients invitations); the implementation of strategies to surmount challenges with public contracting procedures, Jorge Miranda before tax and customs authorities during audits, adminis- Tax Partner (Calgary) trative procedures and to defend tax contingencies. including administrative disputes, litigations and constitutional and other appeals and proceedings; bids Jorge has extensive experience in transactions in the from Pemex Exploración y Producción concerning private and public sectors in Mexico and Canada. mature elds; construction of natural gas pipelines; Jorge´s areas of expertise include business relations, processing gas permits before the Energy Regulatory contract negotiations, strategic planning and business analysis. Commission; and natural gas distribution agreements with Pemex Gas y Petroquímica Básica and other distributors. SMPS Legal provides cutting-edge legal services The integrated multidisciplinary approach of SMPS Legal to address the needs of today’s leading corporations allows us to render comprehensive legal services in the Latin American Region. with tangible added value to our clients. SMPS Legal provides cutting-edge legal services The integrated multidisciplinary approach of SMPS Legal to address the needs of today’s leading corporations allows us to render comprehensive legal services in the Latin American Region. with tangible added value to our clients. Practice Areas Practice Areas
LEGAL
INFRASTRUCTURE – GLOBAL PROJECTS Concerning Electricity, SMPS Legal has extensive experience Alexis Michel Pablo Mauricio Alvarado in the structuring and funding of electricity projects as well The Projects Practice Team of SMPS Legal has successfully Foreign Trade and Customs Partner (Mexico City) Partner and Head of Energy and Oil & Gas as the processing of permits before the CRE in all forms represented clients in projects throughout the Latin (Bogota) (self-supply, co-generation, independent production, American Region. Our experience spans over several Alexis focuses his practice not only in the compliance of customs and foreign trade obligations, but in Mauricio is an expert energy and natural resources import and export); and in Mining, SMPS Legal advises on legal systems and over the last two decades to include a identifying and developing areas with expansion attorney licensed to practice law in both Colombia the structuring and funding of mining projects; the acquisition, wide range of technologies and industries. opportunities for his clients. and the United States (Texas). Mauricio specializes transfer, registry and lien of mining rights; the issuance of Alexis is specialized in tari classi cation, customs valuation, in representing clients on matters relating to mining licenses and payment of mining rights; and the SMPS Legal assists its clients in development and implementation of free trade agreements, origin veri cations, criteria high-level and sophisticated international transactions and ventures, including ongoing international exploration and drafting and negotiation of agreements, addressing infrastructure projects from the de nition of the con rmation and certi cations before di erent authorities, as well as development of foreign trade development programs as “Maquila”, production, oil, natural gas, power generation and energy litigation matters from mining licenses to any type of real structure and funding of the projects, to the achievement Sector Promotion and Drawback. privatization projects in several Latin American countries. estate issues. The experience of SMPS Legal includes energy of the applicable permits, including Private-Public He has extensive experience in the performance of internal audits. projects, biogas, solar and wind energy. Partnerships (PPP) structuring. Alexis represents clients before di erent tax and customs authorities in audits and administrative proceedings. Furthermore, he has Our Projects Practice re ects the fundamental values of developed a successful practice in unfair trade practices such as antidumping and subventions. Carlos Solórzano SMPS Legal, to provide cutting-edge advice and Energy, Finance and Real Estate Partner representation based upon our vast practical experience. (Calgary) Our Projects Practice Team includes experience across all major practice areas involved with investment in a Carlos has extensive experience in sector speci c project, from the early-stage development and regulatory FOREIGN TRADE AND CUSTOMS: audit services, mergers and acquisitions, negotiation and implementation of joint ventures and strategic matters through nancing, mergers, acquisitions, CONSULTING - LITIGATION alliances, mainly for the oil and gas sector, as well as real estate restructurings and public o erings. transactions involving commercial, residential and mixed-use The Foreign Trade Practice focuses on advising clients developments. Additionally, Carlos has successfully assisted several We provide advice on initial project planning and regarding tax obligation compliance and specifically clients in dispute resolution matters. structuring (including tax planning); real estate acquisition; assisting the client to identify and develop expansion project bids; drafting and negotiation of all key contracts opportunities. (such as supply, operating, maintenance, engineering and construction agreements); advice on labor and It specializes in tari classi cation, customs valuation, ENERGY – MINING – NATURAL RESOURCES employment matters; and compliance with rules and implementation of free trade agreements, origin veri cation, regulations of local, state and national energy, utility and criteria con rmation before tax and customs authorities and SMPS Legal has a sophisticated energy practice, with environmental regulatory authorities. the development foreign trade programs such as the “Maquila” emphasis in the development and funding of energy Programs, Drawback and Sector Promotion. projects. The Firm provides comprehensive advice to clients specialized in the generation of conventional and The Trade Practice of SMPS Legal includes development and alternate energy in a wide range of matters such as the Ana Paula Pardo de Larrea consolidation of a more e cient corporate and tax Tax Partner (México City) implementation of strategies to optimize all tools available, dispute resolution tactics and proceedings. structure and the obtention of permits and authorizations Ana Paula joined SMPS Legal in 2015 as Tax partner. requited for implementation. Ana Paula’s main practice is taxation concerning The Practice has sound experience in the selection, coordina- domestic and international aspects and involves tion and implementation of the best optimized corporate, For Oil and Gas, the SMPS Legal Energy Team specializes representing corporations and individuals. She regular- tax and customs strategies in Mexico, tailored to the client’s in negotiation of agreements for the industry with ly advises clients on matters involving commercial transactions, tax PEMEX and other suppliers; advising on public contracting planning, start up business, joint ventures, investments, acquisitions, needs, the performance of audits to examine the correct- mergers, spin o s, dispositions, tax free reorganizations, transfer ness of import/export operations, the implementation of procedures (direct awards, public biddings and restricted pricing consulting. preventive measures and the representation of clients invitations); the implementation of strategies to surmount challenges with public contracting procedures, Jorge Miranda before tax and customs authorities during audits, adminis- Tax Partner (Calgary) trative procedures and to defend tax contingencies. including administrative disputes, litigations and constitutional and other appeals and proceedings; bids Jorge has extensive experience in transactions in the from Pemex Exploración y Producción concerning private and public sectors in Mexico and Canada. mature elds; construction of natural gas pipelines; Jorge´s areas of expertise include business relations, processing gas permits before the Energy Regulatory contract negotiations, strategic planning and business analysis. Commission; and natural gas distribution agreements with Pemex Gas y Petroquímica Básica and other distributors. Practice Areas Practice Areas
LEGAL
REAL ESTATE LABOR CONSULTING Alejandro Ortiz Prieto Christian Solís Corporate, Finance and Real Estate Partner The attorneys of SMPS Legal have extensive experience The Firm provides legal advice on all matters related to Tax Partner (Mexico City) (Dallas - Mexico City) representing developers, creditors and investors in every labor law and social security, including recruitment Christian specializes in local and international tax type of real estate and asset transactions, including Alejandro has, for over two decades, advised and strategies, establishment and modi cation of bene ts, consultancy, as well as in tax and administrative represented Fortune 500 companies and other litigation. His professional practice is focused on local purchase, lease, funding, development, construction plans and employment conditions, as well as in the well-known companies around the world to compliance with labor provisions, collective negotiations and transnational transactions. and liens on real estate assets such as o ces, malls, establish, operate, monitor and grow their and matters pertaining to unions. Christian´s experience includes local consultancy in tax mines, warehouses, local businesses, residential and investments in Mexico and Latin America. He specializes in assisting matters, international taxation, mergers and acquisitions, spin-o s, companies with their initial expansion into Mexico and Latin America, restructures and tax and administrative litigation. multi-purpose properties and hotels. as well as helping established companies with all aspects of conduct- In addition, the Firm continuously advises corporations ing international business. Alejandro maintains a diverse practice in the negotiation and drafting of con dentiality and The members of SMPS Legal are key players and have representing companies in a broad range of industries. Drawing upon his over 20 years of experience, he consistently provides high-quality non-competition agreements, as well as in matters been consistently involved in matters of signi cant legal services to his clients. pertaining to the payment of pro t sharing, pension importance in the hospitality sector providing legal funds, employer’s substitution, hiring of expatriates, Federico Sche er Associate (Mexico City) assistance in well-known hospitality projects in Mexico. outsourcing, bene ts structure, stock options, saving funds and labor audits. The professional practice of Federico is focused on tax consulting, as well as corporate and business matters The services o ered by SMPS Legal include audits, PRIVATE EQUITY – BANKING – FINANCE – involving national and international transactions. FINANCIAL INSTITUTIONS regulatory, tax and environmental matters, as well as He has broad experience in matters of tax consultancy, structuring of real estate projects through any type of international taxation, real estate planning, The Firm counsels private equity companies, creditors, debtors representation of clients in tax audits, venture capital, mergers and structures such as Real Estate Trusts (“FIBRAs” or and other participants in national and foreign markets in acquisitions, commercial contracts, corporate finance, corporate Fideicomisos Inmobiliarios de Bienes Raíces). granting and restructuring of nancing and in the establishment restructuring and reorganization. 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 incorpora- tion of private capital funds. David Camacho SMPS Legal has vast experience in bank and private funding Corporate, Energy and Environmental Partner (Bogota) Andrés Pizarro Suárez transactions, as well as in nancing of States and Municipalities Associate in Mexico. The partners of the Private Equity Practice of SMPS (Mexico City) David specializes primarily in corporate law, Legal regularly provide regulatory and transactional advice to mergers and acquisitions, and natural resources law, Andrés has extensive experience in mergers and banks, multi-purpose nancial corporations (SOFOMS), particularly structuring foreign investments related acquisitions, joint ventures, real estate, restructurings, insurance companies, inter-dealer brokerage rms and institu- to the mining and oil and gas industry. investments and corporate and regulatory tional pension fund managers (AFORES). He has extensive experience providing legal services to design matters. His practice includes active representation corporate structures, as well as negotiating and implementing of clients involved in corporate, civil, nance and commercial mining and oil and gas agreements. projects in diverse areas and industries. SMPS Legal assists private equity funds in their initial stages from fund raising to building the investment funds, the portfolio Additionally, he has experience with di erent models of investments and management, including the restructuring, regulation and state control implemented in several jurisdictions over the hydrocarbon and mining resources. re nancing and sale or recapitalization thereof.
Paloma Armella Associate (Mexico City) Publio Perilla Lozano Tax and Foreign Investment Partner (Bogota) Paloma specializes in local and international tax consulting. Her professional practice consists in local Publio is an expert in taxationand foreign investment and transnational transactions, including local matters licensed to practice law in Colombia. consultancy in tax matters, international He specializes in providing expert advice in areas such as taxation and restructuring. corporate taxation, tax planning, foreign investment, She has experience in corporate, labor and intellectual property matters, exchange control rules, project nance, oil and mining including drafting agreements, incorporation of Mexican entities, taxation (mainly related to scal e ects of farm out and other participating corporate restructures, mergers and liquidations. She also advises agreements and tax relief of investments in acquisition and development clients on foreign investment and intellectual property matters. of exploration and production projects), mergers and acquisitions and international taxation. Practice Areas Practice Areas
LEGAL
AUDIT SERVICES – GOVERNANCE – COMPLIANCE - Jorge Navarro OTHER MATTERS Jorge San Martín Of Counsel Tax Partner (Mexico City) (Mexico City) Based on its vast experience in the Latin American Region Jorge is both a lawyer and a certi ed public accountant. His practice is focused on tax and business planning, Jorge is an expert in ICT, e-Business, telecommunications This allows SMPS Legal to identify and recommend the best and in diverse sectors, SMPS Legal o ers an array of legal including mergers and acquisitions, as well as and data protection. He specializes in contracts, and most e cient corporate structures to achieve tax audit services, speci c and specialized as needed to ful ll corporate reorganizations with particular focus on drafting regulation, as well as legal audits for permanent establishments and other tax-related e ciency, consolidation and mitigation of potential risks. regulatory compliance. its clients’ needs. The members of SMPS Legal are experts international matters. Jorge assists his clients in planning tax ecient Jorge is a consultant to the United Nations Conference on Trade and in identifying risk areas. structures, including the tax treatment of acquisitions and SMPS Legal also provides corporate governance services Development - UNCTAD in ICT and e-Commerce Law and Policy in investments. His practice includes the representation of clients before Latin America for the harmonization of cyber laws. and advice with day-to-day corporate legal needs, such as SMPS Legal has successfully assisted its clients of the oil, Mexican Tax Authorities in a broad range of national and international management and custody of corporate books, as well as in tax controversies as well as in litigation. gas and mining industries, among others, to ful ll industry the development of sophisticated foreign capital structures speci c audit requirements. Likewise, the rm has experience to protect investment and comply with regulations in reviewing nancial information for the use of Board of Severo López Mestre Directors, investors and nancial institutions to implement TAX: CONSULTING – LITIGATION Of Counsel Energy (Mexico City) the best practices of corporate governance. SMPS Legal is highly experienced in advising independent directors, SMPS Legal is leader in the optimization of tax structures Eduardo Pizarro Suárez Severo is an expert in energy policy and regulation with and M&A tax related issues. The Tax Practice is uniquely Corporate, Finance and Real Estate Partner over 17 years of experience in the Mexican energy executive officers, controlling stockholders and has (Mexico City) industry. He contributes experience and knowledge to consistently been recognized for its solid corporate quali ed as it is a fully integrated consulting and litigation the SMPS Legal Energy Practice. practice experience. Tax Practice whereby all members of the SMPS Legal Tax Eduardo has a broad-based practice providing legal and He has been involved in the drafting and design of Team provide both consulting and litigation services, with business advice and counseling to multinational and the rst privatization project in the oil industry in Mexico, as well as a clear vision of the nancial and legal aspects of every Mexican companies. His corporate practice primarily the rst electricity deregulation reform presented before Congress. SMPS Legal advises on proper due diligence, risk management, focuses in private equity, corporate nance, joint ventures, issue impacting the client. Severo is a founding member of Sustentabilidad para Mexico A.C. audit review and implementation procedures, prevention spin-o s, mergers and acquisition transactions, general corporate law and which represents the World Green Building Council and is the most of corporate wrongdoing, corporate protocols, ethics and investments for domestic and international transactions. His practice in uential organization to promote green construction in Mexico. The SMPS Legal Tax Practice assists its clients in complex includes active representation of clients involved in a variety of projects, He is a consistent contributor in newspapers, magazines and corporate policies, codes of conduct, Sarbanes-Oxley transactions involving nancial technicalities and including transactions and investments in the areas of real estate, public and energy publications and is currently the Energy news contributor at compliance as well as compliance with other foreign acts contingencies banking on the strong nancial and private mergers, asset and stock purchases and dispositions and the EFBloomberg TV Network. of extra territorial application such as the U.S. Foreign structure and formation of partnerships, joint ventures and strategic litigation backgrounds of all its members. This directly alliances. Eduardo also coordinates civil and commercial litigation before Corrupt Practices Act (“FCPA”) and Anti-Bribery policies. translates into a comprehensive handling of each case, both federal and local courts. tailored to better serve the client and providing tangible added value thereto.
Evelia Diaz SMPS Legal o ers multidisciplinary advice in all matters Associate (Mexico City) related to tax, enforcement of international treaties and implementation of national and foreign structures for Evelia specializes in corporate law. Her practice consists of corporate law, corporate nance, residents in Mexico and abroad, as well as tax and transactional matters, drafting various contracts, administrative litigation. business law, mergers and acquisitions, including advising on public and private international law and CORPORATE – M&A – FOREIGN INVESTMENT intellectual property. SMPS Legal assists clients in the negotiation and execution of corporate restructures, co-investments, shareholders' agreements, transformations, spin-o s and mergers, including national and international private capital funds. Chaquer Molinar Our lawyers are specialists in negotiating agreements as Associate (Mexico City) well as in the performance of specialized audits to adequately assess the risks and opportunities regarding Chaquer specializes in Tax and Administrative Law. His practice consists of the preparation of Tax and transactions prior to the execution thereof. Administrative litigation, advice in tax and administrative matters and the implication thereof The Firm has extensive experience in all areas of corporate for the clients. law, including organization, maintenance, dissolution and liquidation of corporations and partnerships, civil or commercial, public or private, pro t or non-pro t, as well as subject to speci c regulation. Introduction Contact
Alejandro Ortiz Prieto Carlos Solórzano Evelia Díaz Pablo Mauricio Alvarado LEGAL Corporate, Finance and Real Energy, Finance and Real Associate (Mexico City) Partner and Head of Estate Partner Estate Partner T. +52 (55) 5282 9063 Oil & Gas (Bogota) ABOUT US (Dallas - Mexico City) (Calgary) [email protected] T. +57 (1) 805 2025/33/48 T. +1 (972) 803 6062 T. +1 (403) 718 9808 [email protected] [email protected] Federico Sche er SMPS Legal is a boutique law rm with regional expertise Responding to the growth of emerging markets in Latin T. +52 (55) 5282 9063 [email protected] Associate Paloma Armella created by San Martín y Pizarro Suarez, S.C., O&G Energy America, SMPS Legal specializes in cross-border transactions, Chaquer Molinar (Mexico City) Associate and Natural Resources Attorneys S.A.S. and Solorzano acquisitions, spin-o s, joint ventures, strategic alliances Alexis Michel Associate (Mexico City) T. +52 (55) 5282 9063 (Mexico City) Corporation to form a team of experienced and specialized and foreign investments in the Region. Foreign Trade and Customs T. +52 (55) 5282 9063 fsche [email protected] T. +52 (55) 5282 9063 lawyers committed to o ering integrated multidisciplinary Partner (Mexico City) [email protected] [email protected] legal counsel in Latin America from strategically located T. +52 (55) 5282 9063 Jorge Miranda o ces. SMPS Legal currently has o ces in Calgary, Dallas, Mexico [email protected] Christian Solís Tax Partner Publio Perilla Lozano City and Bogota and alliances with prominent rms in Associate (Calgary) Tax and Foreign Brazil, Argentina, Costa Rica, Panama, Peru and other Latin Ana Paula Pardo Lelo de (Mexico City) T + 1 (403) 718 9865 Investment Partner SMPS Legal have successfully counseled domestic and American countries to best serve its clients. Larrea T. +52 (55) 5282 9063 [email protected] (Bogota) foreign investors in their activities in Latin America for over Tax Partner [email protected] T. +57 (1) 805 2025/33/48 20 years. (Mexico City) Jorge Navarro [email protected] From knowledge of the local commercial and corporate T. +52 (55) 5282 9063 David Camacho Of Counsel Corporate, Energy and (Mexico City) Severo López Mestre Speci cally, SMPS Legal provides legal services and customs and practices, to evaluating the relevant sectors [email protected] of the economy and obtaining specialized legal advice, Environmental Partner T. +52 (55) 5282 9063 Of Counsel Energy support in transactions and projects in Latin America in (Bogota) [email protected] (Mexico City) important industry sectors of the economy, such as energy SMPS Legal assists its clients maximize the opportunities Andrés Pizarro Suárez o ered by the Region, providing timely and cost e ective Associate (Mexico City) T. +57 (1) 805 2025/33/48 T. +52 (55) 5282 9063 and natural resources, including oil & gas (upstream and [email protected] Jorge San Martín [email protected] advice. In addition to the fact that the members of SMPS T. +52 (55) 5282 9063 downstream), mining, electricity (power generation and [email protected] Tax Partner transmission) and water, infrastructure, private equity, Legal share a joint vision to apply a commercial approach Eduardo Pizarro Suárez (Mexico City) banking and nance, hospitality, insurance, capital markets, and provide focused legal and business advice, the Firm Corporate, Finance and Real T. +52 (55) 5282 9063 aeronautic, automotive, cultural, food, pharmaceutical, real provides tangible added value to its clients by taking the Estate Partner [email protected] estate, manufacturing and information technology. time to understand their business and legal service needs. (Mexico City) T. +52 (55) 5282 9063 www.smpslegal.com [email protected]
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MARKET AND SECTOR INTELLIGENCE www.smpslegal.com LOCAL PARTNERSHIP ASSISTANCE Calgary (Business Development O ce): Suite 1050, 396 - 11th Ave. SW, Calgary, Alberta T2R 0C5 Canada T. +1 (403) 718 9808 Dallas (Business Development O ce): 9419 Peninsula Dr., Dallas, Texas 75218 USA T. + 1 (972) 803 6062 Mexico City: Andrés Bello 10 - 402, Polanco, 11560, Mexico City, D.F. Mexico T. + 52 (55) 5282 9063 Bogota: Calle 93 B No. 12 - 48 O cina 205 Bogota, D.C. Colombia T. + 57 (1) 805 2025/33/48