LEC Presentation v6 - Lapadula Esteban Cadenas, SC

Centro Lido, Torre E, Piso 7, Ofc. 71-E; Av. Francisco de Miranda, El Rosal
Caracas 1060 – Venezuela
T.: +58.212.750.0080
F.:+58.212.750.0085
info@legalvenezuela.com
www.legalvenezuela.com
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Firm Overview
Founded in August 2006, LEC results from the merger of six former
partners of the most prestigious law firms in Venezuela, putting
together a group of lawyers with a high recognition in their respective
areas of expertise.
Our partners, most of whom have studied and practiced locally and
abroad, have a vast experience in local and international matters.
Our firm can offer the energy and muscle of a modern, sophisticated and
fully bilingual organization.
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Firm Overview
We understand business and the need of clients for a businesslike
approach to legal issues.
Our principal commitment is to anticipate and solve problems, provide
solutions and close deals, providing the best available legal services,
helping our clients to achieve their business goals in the most efficient
and cost-effective manner.
We have a cost effective structure designed to offer the best available
legal services at the most competitive fees, allowing our partners and
senior members to give personalized attention to all matters.
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Areas of Practice
Commercial, Contracts and Corporate Law
Oil & Gas, Energy, Mining and related services
Mergers and Acquisitions
Banking and Financing
Capital Markets
Corporate Finance
Labor Law and Litigation
Construction and Real Estate Development
Taxation
Litigation (Civil, administrative, commercial, labor)
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Our practice:
Commercial, Contracts and Corporate Law
As part of our general corporate practice, we provide assistance to our clients in the
formation and structuring of legal entities in Venezuela and abroad, corporate governance
bodies, voting rights, shareholders agreements, share option plans, distribution and
treatment of profits, association and joint venture agreements, foreign investments, business
taxation and trade-related issues as well as any day-to-day legal matters.
The members of the firm have acquired a substantial and broad experience in the negotiation
of a wide range of complex contracts, including, without limitation, commercial agreements,
outsourcing, distribution, supply, off take, technology transfer, technical assistance, service,
licensing, mport/export agreements and contracts related to construction projects.
We also represent clients in all levels of public and private bidding processes in Venezuela,
and the procurement of the required permits and authorizations to operate.
Additionally, we provide legal advice in matters related to foreign investments, investment
protection structures, and all the support required in connection with the submission, followup and completion of foreign investment registrations with the Superintendency of Foreign
Investments of Venezuela (SIEX).
The members of the firm are also experienced in exchange control matters and in the
structuring of transactions within the existing legal framework in Venezuela.
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Our practice:
Oil & Gas, Energy, Mining and related services
In the energy and oil sectors, our partners have advised several companies with respect to the
bidding process and contractual agreements for the rendering of services, construction,
operation and finance of oil, gas and mining projects.
The members of the firm have acted as counsel with respect to corporate and tax matters and
in the association agreement for the heavy crude projects; assisted and advised companies in
their participation in the third round bidding process conducted by PDVSA.
Our partners have also participated in a wide range of oil related financings, representing
local and international banking and investment institutions.
In each of these transactions, we have confronted multiple tax, corporate and regulatory
issues and resolved them successfully by playing a pro-active and innovative role in order to
achieve the solutions to our clients’ problems.
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Our practice:
Mergers & Acquisition
Mergers and Acquisitions is one of the main focuses of our practice.
Our members have extensive experience assisting clients in structuring, negotiating and
closing complex mergers and acquisitions transactions, as well as strategic alliances, joint
ventures and investments in other companies or businesses.
We have also advised clients seeking to avoid takeovers.
Our clients include buyers, sellers, financial advisors and investment banks, equity investors
and other parties.
We assist our clients in the drafting of subscription agreements, stock option agreements,
stock purchase agreements, asset purchase agreements and shareholders agreements, among
others; as well as extensive experience in performing legal due diligence reviews of target
companies.
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Our practice:
Banking & Finance
Some of our members are among the top Venezuelan attorneys in the banking and corporate
finance area with a strong reputation in the local and international banking and investment
communities.
Our members have been involved in many of the largest and most complex financial
transactions in Venezuela.
We have represented a wide range of local and international financial institutions and
corporations; our members have been involved in bank financings; syndicated loans; assetbased financings; project financings; securitizations; structured and other off-balance sheet
financings; U.S. Eximbank financings; securitizations; ECA financings (including financings
from various export credit agencies of European countries); Japan’s MITI and Eximbank
financings; shipping and trade financings; acquisition and highly leveraged financings;
financings for workouts, restructurings and recapitalizations.
We deal with all Venezuelan banking and securities regulating agencies and are well
positioned to work with these government entities as well as to monitor regulatory and
congressional action.
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Our practice:
Capital Markets
We advise commercial, universal and investment banks, broker-dealers, investment advisors
and corporations on all aspects of Venezuelan securities laws.
The firm has particular expertise in the establishment and registration of broker-dealer
corporations, mutual funds, commercial paper and IPOs.
We have handled initial public offerings and new issues of shares and other securities on the
Caracas Stock Exchange. In some cases this work involves simultaneous offerings in stock
markets in different countries.
We have represented clients in securitizing a wide range of assets, including real estate
mortgages, trade receivables, lease receivables, credit card receivables, long-term promissory
notes, secured loans to retailers, rights to insurance premiums and others.
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Our practice:
Labor Law
Another important strength of our practice is the experience of our members in the Labor
Law department handling the most complex cases and situations in the area, from
negotiating disputes and claims with the most radical unions in the country, to the
negotiation of stock option plans and other labor related agreements involving large
corporations and their highest ranked corporate officers.
Our members have assisted large local and multinational corporations in setting their
employment policies and strategies, aiming to lessen the already harsh implications to large
employers of current Venezuelan labor regulations.
We represent our clients in the negotiation and settling of labor law complaints before
judicial and administrative courts, as well as for settling the terms and conditions in
Collective Labor Agreements.
Some of the firm’s members also have an important experience in practicing due diligences,
and auditing, aimed to help clients to comply with the complexities of labor, employment
and workplace security laws in Venezuela.
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Our practice:
Tax Law
Our members in the tax department have an outstanding record in responding tax
complaints filed by the National Tax Agency (SENIAT) against large corporations in
connection to their Income, Import and Value Added Taxes returns.
Due to the years of experience in the area, our members have built very strong relations with
national and local administrative and regulatory tax agencies in Venezuela, which allow us to
obtain expedite responses from such agencies on behalf of our clients.
Additionally, we have one of the largest practices in Venezuela in the incorporation of nonVenezuelan corporate structures, using a wide range of jurisdictions to accommodate clients’
specific needs for tax planning.
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Our practice:
Relevant Clients
Toyota Tsusho Corporation
ABN AMRO BANK
XEROX
HINO Motors Ltd.
Frank’s International
ACE USA
Inversiones La Migal
Venezolano de Crédito, B.U.
Banco Caroní
Royal Bank of Canada
Dragados S.A.
Constructora Dycven, S.A.
Seguros Qualitas C.A.
Consorcio Dravica
Lexmark International Inc.
PARMALAT
JP Morgan Chase Bank
Chevron
Cooper Gay
Astaldi SpA
Transbanca
CBEMI
Banco Fiduciario Internacional (BFI)
DOUX Frangosul
Ingeniero Civiles Asociados S.A. de C.V.
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Our team:
Partners
ANDRÉS LAPADULA OSÍO
alapadula@legalvenezuela.com
Practice Areas: Banking and Finance, Oil & Gas and International Tax Planning.
Obtained his law degree from Universidad Católica Andrés Bello in 1986; LL.M. in
International Banking Law from Boston University School of Law in 1991; Management
Diploma from IESA in 1989; International Tax Law Program from Robert Kennedy College
(Switzerland) in 2008.
Founding partner of Lapadula Esteban Cadenas, S.C. in 2006; former managing partner of the
firm Nevett, Mezquita, Lapadula & Lopez from 1995 to 2006; former International Legal
Counsel with Petróleos de Venezuela, S.A. (PDVSA) from 1990 to 1995; former Associate with
the law firm Escritorio Calcaño-Vetancourt.
Former member of the Board of Directors of Central, Banco Universal (1997-2007) and
Corimon C.A. (199-2005).
Former professor of Commercial Law at Universidad Metropolitana, Caracas, Venezuela.
Fluent in Spanish and English, and he is a public interpreter in English.
Member of the Federal District Bar Association since 1987, along with American Bar,
International Bar and Inter-American Bar Associations.
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Our team:
Partners
GUSTAVO A. ESTEBAN MOLINA
gesteban@legalvenezuela.com
Practice Areas: Tax Law, Construction and Real Estate Development.
Obtained his law degree from Universidad Católica Andrés Bello in 1995; Master in Law and
Economics in 1997 from Universidad Católica Andrés Bello; Master in Tax from Universidad
Central de Venezuela in 2001; International Tax Law Program from Robert Kennedy College
(Switzerland) in 2008.
Founding partner of Lapadula Esteban Cadenas, S.C. in 2006; former partner with Negrón,
Esteban & Asociados in 1998; former associate of the firm Lares Tejera & Negrón, (1994-1998);
Member of the Board of Directors of institutions in the insurance and construction sectors
and is responsible for the tax and corporate planning of the largest international construction
companies operating in Venezuela;
Fluent in Spanish and English;
Member of the Federal District Bar Association since 1995.
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Our team:
Partners
LEOPOLDO H. CADENAS CELI
lcadenas@legalvenezuela.com
Practice Areas: Corporate Finance and M&A.
Obtained his law degree from Universidad Católica Andrés Bello in 1995; Master in Law and
Economics in 1997, also from Universidad Católica Andrés Bello; Master in Laws (LL.M) in
1998 from Duke University School of Law.
Founding partner of Lapadula Esteban Cadenas, S.C. in 2006; former partner with Gómez
Cottin & Tejera París
Former associate of Clifford Chance US LLP in New York City, (1998-2001); General Counsel,
PVG Ventures, LLC, Miami, Florida
Member of the Board of Directors of industrial and financial institutions.
Fluent in Spanish, English and Italian.
Member of the Federal District Bar Association since 1995 and is admitted to practice as a
Foreign Legal Consultant in the State of New York since 2000.
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Our team:
Partners
SANTIAGO PARRA ORTEGA
sparra@legalvenezuela.com
Practice Areas: Tax Law, Project Financing, Corporate Law.
Obtained his law degree from Universidad Católica Andrés Bello, in 1995; Master in Laws
(LL.M), Duke University School of Law, 1998.
Specialist in Tax Law, Universidad Central de Venezuela, 2002.
Partner of Lapadula Esteban Cadenas, S.C. since 2008; former partner with Rodner Martinez
& Asociados from 2000 to 2008.
Former associate of Parsons & Brown, in New York City, (Summer Associate, 1998).
Corporate Law and Tax Law Professor at Universidad José María Vargas, Caracas,
Venezuela.
Fluent in Spanish and English.
Member of the Federal District Bar Association since 1995.
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Our team:
Partners
RODOLFO BELLOSO GUZMAN
rbelloso@legalvenezuela.com
Practice Areas: Corporate Finance, Banking Law, Debt Restructuring and Insolvency.
Obtained his law degree from Universidad Católica Andrés Bello, “Cum Laude”, in 1994;
Business Studies at the University of Chicago Graduate School of Business, 1997; Master in
Business Administration (MBA), Loyola University, 1999.
Partner of Lapadula Esteban Cadenas, S.C. since 2008.
Former partner with Rodner Martinez & Asociados from 1999 to 2008; former associate with
Rodríguez & Mendoza (1994-1996).
Fluent in Spanish and English.
Member of the Federal District Bar Association since 1994.
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Our team:
Partners
JORGE E. PAÚL BETANCOURT
jpaul@legalvenezuela.com
Practice Areas: Corporate Law, M&A, Project Financing, Foreign Investments.
Obtained his law degree from Universidad Católica Andrés Bello, “Cum Laude”, in 1994;
Master of Law (LL.M.), Columbia University School of Law, New York, 1997.
Partner of Lapadula Esteban Cadenas, S.C. since 2008; former partner with Rodner Martinez
& Asociados from 2000 to 2008.
Former Associate of Curtis Mallet-Prevost, Colt & Mosle, LLP, New York (1997 - 1998) and
Mexico City (1998 – 2000); Member of the Legal Department of Citibank, N.A Venezuela
(1995 – 1996); former Associate of d’Empaire, Reyna, Bermudez y Asociados, in Caracas,
Venezuela (1992-1995).
Fluent in Spanish, French, Italian and English.
Member of the Federal District Bar Association since 1994.
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Our team:
Off Counsel
CARLOS E. GÓMEZ ROJAS
cegomez@legalvenezuela.com
Practice Areas: Administrative and Civil Litigation.
Graduated from Universidad Central de Venezuela in 1969; in 1972 he concluded his
Doctorate in Private Law in the same University;
Member of Lapadula Esteban Cadenas, S.C. since 2006, Partner of Gómez Cottin & TejeraParis since 1999; Worked as Auxiliary Attorney of the Attorney General Office;
Director and lead counsel for several companies in the financing, insurance, banking and
industrial sectors;
Director of Legal Affairs for the Venezuelan American Chamber of Commerce (Venamcham);
Former President of the Association of Attorneys (ARCA);
He is a member of the Federal District Bar Association since 1969;
Languages: Spanish, English, French and Italian.
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Our team:
Junior Partners
LORENA ESTEBAN MOLINA
lesteban@legalvenezuela.com
Practice Area: Labor Law.
Obtained her law degree from Universidad Católica Andrés Bello, in 1998;
Master in Labor Law from Universidad Católica Andrés Bello, in 2001;
DEA from Universidad de Salamanca, Spain in 2004, and is a current candidate for the Doctor
in Law degree;
Member of Lapadula Esteban Cadenas, S.C. since 2006; former associate of Molina &
Asociados and Negron Esteban & Asociados.
Fluent in Spanish and English.
Member of the Federal District Bar Association since 1999.
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Our team:
Junior Partners
HERMAN E. MUTIS PITTIER
hmutis@legalvenezuela.com
Practice Areas: Tax and Corporate Law.
Obtained his law degree from Universidad Católica Andrés Bello, in 2002; Master in Finance
and Business Law from Universidad Católica Andrés Bello, in 2006;
Currently, a candidate for a Master in Law and Accounting from The London School of
Economics and Political Sciences in London, UK.
Member of Lapadula Esteban Cadenas, S.C. since 2006; former associate of Negrón Esteban &
Asociados.
Has served as a member of the board of directors of important financial and insurance
institutions.
Fluent in Spanish and English.
Member of the Federal District Bar Association since 2003.
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Our team:
Associates
ADRIANA SILVA
asilva@legalvenezuela.com
Member of the corporate law department of the firm, graduated from Universidad Santa María in 1993. Member of the
Federal District Bar Association since 1994.
CARLOS A. ALCANTARA
calcantara@legalvenezuela.com
Member of the corporate law department of the firm, graduated from Universidad Catolica Andres Bello in 2004 and is
currently pusuing a Masters Degree in Corporate Law. Member of the District Bar Association since 2005.
NORKA MUJICA
nmujica@legalvenezuela.com
Member of the labor law department of the firm, graduated from Universidad Católica Andrés Bello in 2006, and is a
Candidate for a Masters degree in Labor Law; and member of the Federal District Bar Association since 2006.
JULIMAR SANGUINO
jsanguino@legalvenezuela.com
Member of the labor law department of the firm, graduated CUM LAUDE from Universidad Católica del Táchira in
2004, and is a Candidate for a Masters degree in Labor Law. Member of the Tachira State Bar Association since 2005.
KERLIN ROJAS,
krojas@legalvenezuela.com
Member of the corporate department of the firm, graduated from Universidad Catolica Andres Bello in 2008.
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