M&A and Corporate Law
We advise on the full range of corporate, commercial and mergers and acquisitions matters.
Our professional lawyers will set us apart from other firms and allow us to offer our clients unparalleled depth and breadth of global service.
Our practice includes negotiation and drafting of contracts and other commercial documents of all kinds, including those concerning manufacture, product licensing and distribution, export-import, real property, loans, financings, advises on whether to be carried out in Panama or elsewhere, and advises on anti-trust and unfair competition legislation.
We represent clients with all aspects of mergers, acquisitions, joint ventures, investments and strategic transactions, leveraged buyouts; “going private” transactions; cross-border transactions; and equity investments in public and private companies, from structure and strategy to negotiation and documentation.
Our firm has represented institutional and corporate clients in transactions of all sizes, many of them, involving complex tax, securities, intellectual property, corporate governance and labor issues that are handled by a cross-disciplinary team of our attorneys.
When approaching transactions, we are also able to draw on our widely known government regulatory experience and other resources to evaluate and address critical deal issues.
FABREGA, MOLINO & MULINO, handles all administrative transactions, dealing with the presentation of applications before all administrative bodies, like the obtainment of commercial and industrial licenses, sanitary registry, casino operation permits, among many others in all Panamanian public offices.
- Legal advisors of Metrobank, S.A., a local bank, for the acquisition of a group of financial companies. FMM negotiated the terms and conditions of these agreements; carried out the corresponding legal due diligence of the company to be purchased; took care of the legal work to take over the operation and are having the representation of the bank before the authorities to obtain the corresponding government authorizations before the Superintendency of Banks.
- Legal advisors of the U.S. company Office Depot for the acquisition of an ongoing retail business in Panama. We negotiated the terms and conditions of the agreements; carried out the corresponding legal due diligence of the company to be purchased and took care of the legal work to take over the operation.
- Legal advisors of the Argentinean Company, Compañía Perez and the Colombian company, EMGESA, subsidiary of the Chilean company ENDESA during the process of privatization of power generation and distribution companies’ property of the state.
- Legal advisors of Heineken Finance Corp. in a due diligence to acquire the Bavaria Group (Colombian brewing company with operations in South America and Panama, 2005). Our participation was limited to the Panama operations.
- Legal advisors of the Guatemalan Group CIFA to purchase the Panamanian company, Productos de Concreto, S.A., which manufactures concrete products.
- Legal advisors of Bipan Holding Corp., owner of the shares of Banco Internacional De Panama, S.A. (BIPAN), to prepare all the documentation to merge such corporation with Grupo Financiero Continental, S.A. owner of the shares of Banco Continental S.A. We also took care of the authorizations formalities before the National Securities Commission and the Superintendency of Banks for them to approve the transaction. This merger was a unique experience in Panama as it envisaged the purchase of shares from those shareholders of the merged corporation who did not wish to be shareholders of the surviving corporation as in the aforementioned transactions. All the legal documentation had to be prepared and the corresponding procedures had to be carried out before the National Securities Commission and the Superintendency of Banks. Concerning the National Securities Commission, as the purchase of shares to the dissident shareholders was an original experience, FMM had to make representations and provide legal support before the National Securities Commission to substantiate that there was no need for a tender offer in order to repurchase such shares.
- Legal advisors of Citibank, N.A. Sale of assets and liabilities of various branches of Citibank, N.A., Panama Branch, as well as the sale of its portfolio of mortgage loans and part of its deposits in favor of other local banks. Both processes had several phases, such as an invitation to the participants, entering into confidentiality agreements, sending of information regarding assets and liabilities for sale, presentation of non binding proposals, choosing the most favorable proposal, negotiation and signature of the sales agreement which entails procedures for the transfer of the respective assets. One of our nowadays partners, in her capacity as Director of the Legal Department of Citibank when the transaction was executed, was in charge of the entire structure of the operation and procedures of approval before the Superintendency of Banks. Coincidentally, FMM also represented CREDICORP BANK, S.A. to acquire the assets and the portfolio of Citibank in the Chiriqui province; for which it had to revise and negotiate the terms and conditions of the assets sales agreement.
- Legal advisors of Global Bank Corporation. FMM handled the negotiations, prepared agreements and coordinated legal procedures for the selling of all shares of Banco Confederado De America Latina, S.A. (COLABANCO) to Global Bank Corporation (current client) and its approval by the Superintendency of Banks.
- Prepare and handle all the legal documentation related to the merger of The Chase Manhattan Bank, N.A. and Chemical Bank for its transformation into The Chase Manhattan Bank, where related to its implementation in Panama before the Superintendency of Banks, the Public Registry and authorities of the Ministry of Commerce and Industry, Ministry of Economy and Finance and several municipalities where the bank carried out its operations; including in addition, the respective procedures to sale The Chase Manhattan Bank (in Panama) assets and liabilities to the HSBC Bank USA and the closure of its operations in our country.
- Legal advisors of Guatemalan consortium Documentos y Digitales, S.A., FMM negotiated with the American company Xerox, the legal conditions and terms to acquire its subsidiary in Panama. So as to complete this transaction, FMM worked together with the purchasers’ auditors during the due diligence process to verify the legal structure and contractual engagements of Xerox de Panama, S.A.