profile in English
Transcription
profile in English
CORPORATE PROFILE presented to Michelle Arias Tapia GRUPO VERDEAZUL Aquilino de la Guardia St., No. 8 IGRA Building, 5th Floor Panama City, Republic of Panama Tel: +507 205 – 6000 | Fax: +507 269-4891 www.icazalaw.com 2 Contents I. PROFESSIONAL BACKGROUND .................................................................................................... 4 II. QUALITY STANDARDS ...................................................................................................................... 4 III. AWARDS & RECOGNITIONS ..................................................................................................... 5 IV. EXPERIENCE AND RELEVANT TRANSACTIONS ................................................................................. 5 V. WORK TEAM ................................................................................................................................... 11 • GABRIEL GONZALEZ - RUIZ ....................................................................................................... 12 • ANA GRACIELA MEDINA.......................................................................................................... 17 • HUGO MORAN .......................................................................................................................... 19 • JORDANA FASANO ................................................................................................................... 21 • JAVIER VALLARINO ................................................................................................................... 22 • ESTEFANIA ALEMAN .................................................................................................................. 23 • AYLEEN QUINTERO .................................................................................................................... 24 • LILIANA MUÑOZ ......................................................................................................................... 25 • LEROY SHEFFER........................................................................................................................... 26 VI. PRACTICE AREAS ...................................................................................................................... 28 VII. SERVICES PROPOSAL ...................................................................................................................... 28 • CORPORATE LAW ..................................................................................................................... 28 • FREE ZONES / DUTY FREE ZONES / SPECIAL ECONOMIC ZONES ............................................... 29 • LABOR AND IMMIGRATION PROCEDURES ............................................................................ 30 • OTHER LEGAL SERVICES............................................................................................................ 33 VIII. DUE DILIGENCE PROCEDURES ................................................................................................ 35 IX. CONTACT ....................................................................................................................................... 36 3 I. PROFESSIONAL BACKGROUND ICAZA, GONZALEZ-RUIZ & ALEMAN founded in the year 1920 under the name LOMBARDI E ICAZA, grows with the international financial services center of Panama. Its founders are pioneers among those who contributed to the creation of the legal structure in our country, which has been developing in order to become the international financial center it is today. Currently, ICAZA, GONZALEZ-RUIZ & ALEMAN has a qualified group of lawyers, who day to day expand, enrich and renew the capacity of the firm, with studies and up to date specializations required in Panama and abroad, which have converted it into an organization with ample capacity to attend every aspect of legal counseling demanded of cities with important financial and commercial activities. The experience acquired through the years, supported by its personnel of more than 250 employees, the majority of which are bilingual and the modern computerized systems of the firm allows it to render a most efficient service to its domestic and international clients. The international demand for services has required of our firm to establish affiliated offices in other international financial service centers, such as Anguilla, Bahamas, Belize, Cyprus, British Virgin Islands (BVI), Geneva, Lugano, Luxembourg, Seychelles, United Arab Emirates, Singapore and Uruguay, which has enabled it to satisfy and attend all the particular necessities required by its clients. II. QUALITY STANDARDS Our policy is to keep close contact with the client, as well as to maintain good communication through a lawyer, who shall be always available to answer any queries. In addition to this, we have experience in handling critical situations which require the exposure of the case before the competent authorities in the various public institutions of the country. The staff of the firm has been chosen after a rigorous selection process in order to provide our clients with the best service, product of clearly established processes and highly qualified staff. All our staff is bilingual and receives regular training in order to keep a continuous update on new laws and regulations. The firm has computer systems which allow us to keep control upon all our procedures that are started, as well as to monitor all the proceedings of our clients. Our practice combines preventive planning, experience and specific procedures which allow us to create a customized and efficient system to satisfy the needs of each client. Each of these aspects contribute so that we may provide our clients high quality results, thus maintaining strong and lasting relationships, always seeking to develop new and improved quality procedures to provide the best service to our clients. III. AWARDS & RECOGNITIONS Our interest is always to continue providing quality service and efficiency to our renowned clientele, colleagues and correspondents around the world, according to the new market structures which are being develop. Thus maintaining our position as leaders, as we have been distinguished by the main international rankings, such as: • • • • • • • Chambers & Partners Latin America Chambers & Partners Global IFLR1000 LEGAL 500 Latin Lawyer Managing Intellectual Property Acquisition International (Law Firm of the Year 2013 IV. EXPERIENCE AND MOST RELEVANT TRANSACTIONS Following we have a list of the most representative consultancies rendered by the law firm Icaza, González-Ruiz & Alemán in the Republic of Panama: • Legal advisors of the State in the structuring and implementation proceedings of the reconversion of Howard Air Force Base and the creation of the “Panama-Pacifico Special Economic Area Agency”, as well as the structuring and execution stage of the public selection process of a Master Developer. • Legal advisors in the drafting of the projects of the statutory rights of the Law No.41 of 2004, which creates the Panama-Pacífico Special Economic Area, on matters of Real Estate Development and Land and Use Planning, Taxation, Single Counter, Labor, Immigration, Environment, Airport, Municipality, Registration of Companies and Incentives, among others. • Legal advisors of Aeropuerto Internacional de Tocumén, S.A. in the drafting of the legislation required for the development of the Cargo Logistic Zone. • Legal counseling to the Ministry of Economy and Finance in negotiation with the InterAmerican Development Bank (IDB) of a counter-guarantee with the Inter-American Development Bank (IDB), up to the amount of US$350,000,000.00, with option to convert it into a programmatic loan agreement with the Republic, within the Strengthening Macrofinancial and Fiscal Management (PN-L1086). • Legal advisors for the possible public sale of shares owned by the State in a telecommunications company, consultancy which included (i) analysis of all the corporate aspects (Charter of Incorporation, shareholders agreement, etc.) and the required modifications, and (ii) analysis of the applicable laws and drafting of the legal modifications required. • Consultancy for Desarrollo Golf Coronado, S.A., in the structuring of the private tender process for the sale by auction of special plots for developers located in Coronado Beach, Panama, the recreational urbanization “Premier” of the Republic of Panama, whose development was initiated in the year 1941. It comprised the auction of ten (10) plots of land with an approximate total area of 193 hectares and a minimum total value of approximately US$61,000,000.00. The consultancy comprised the structuring of the private tender, as well as the preparation of the associate contracts. Asesoría a Desarrollo Golf Coronado, S.A., en la estructuración del • • Legal consultants for Aeropuerto Internacional de Tocumen, S.A., in the preparation of bill draft for the amendment of Law 23 o f 2003, which govern activities at airports and aerodromes in the Republic of Panama, in order to introduce the framework required for the structuring of local and international financial transactions, such as issuance of debt instruments, constitution of issuers, management and guarantee trusts, assignment of [cash] flows resulting from aeronautical and non-aeronautical commercial services incomes in favor of local and international fiduciary entities and banks, among others. Advisors of the Ministry of Economy and Finances of the Republic of Panama, specifically to the Public Credit Directorate and the Vice Ministry of Finance in matters related to the public finances, bonds issuance in the local and international market, different aspects of the public debt, projects for structures developments, special laws and financial assets of the State. • Legal advisors of the German company Wollschlager for the obtainment of the Special Economic Area license before the Panama Pacifico Economic Area Agency. • Legal counsels for Deutsche Gesellschaft fuer Internationale Zusammenarbeit (GIZ) GmbH, management company for the Competitiveness and Trade Program IDB 1941 / OC-PN, in signing of the Contract with CRIMSONLOGIC PANAMA INC, in which it shall execute the design, development and implementation of a Foreign Trade Single counter System. In the period of negotiation and signing we provide legal advice, we performed review of contractual documents and exhibits that supported the recruitment and management of monitoring by our client, the management company. • Services rendered to MARINE OIL SERVICES S.A. f or the operation of a lubricant project within a Petroleum Free Zone, and also all formalities before the Hydrocarbons Department and the Petroleum Free Zones, for the obtainment of the pertinent licenses. • Legal advisor of Tritech Panama International in the process of obtain the permits to import lubricants before the National Energy Secretariat. • Asesores de Samsung Electronics en la preparación de la documentación legal, corporativa y administrativa para la trámite de obtención de licencia de Sede de Empresas Multinacionales. • Advisors of Samsung Electronics in the drafting of the legal, corporate and administrative documentation for the obtainment of the Multinational Corporation Headquarters license. • Legal advisors of Empresa Nacional de Autopistas, S.A. (ENA) and ENA Sur, S.A. in the process of securitization of revenues for the tolls of the autopista Corredor Sur, through the issuance of US$395,000,000 million in securities by ENA Sur Trust. The product of the placement of securities was used for the acquisition of the shares of ICA Panamá, S.A., property of Grupo Empresas ICA, a Mexican construction company with operations in America and Europe. The securities were issued by Regulation and Rule 114A of the US Securities Act of 1933 and were registered before the Securities Commission of Panama and Bolsa de Valores de Panama, S.A. (Stock Market of Panama). • Consultancy for the Fundación Amador, in the structuring of the proceedings of direct negotiation of the plots N° 10 and N° 11 of the Peninsula of Amador, township of Ancón, Republic of Panama. The plots N° 10 and 11 had an approximate value of over US$70,000,000.00 million. The Fundación Amador is a public interest civil foundation, nonprofit organization, owner under fiduciary title of the plots 10 and 11, whose purpose is to favor and to guarantee the financing, construction, development, maintenance, administration and management of the Museum of the Biodiversity: P anama Bridge of Life, designed by the world famous architect Frank O. Gehry. • Legal consultants for Aeropuerto Internacional de Tocumen, S.A. in the Issuance of Corporate Bonds for the amount of US$650,000.00 for the financing of the expansion works of the airport, including the new South Terminal. Aeropuerto Internacional de Tocumen, S.A. is the Copa Airlines hub and has become one of the airports with the largest growth and passenger traffic at the regional level. The Corporate Bonds Issuance was authorized by the Superintendence of the Securities Market and listed in the Panama Stock Exchange, and it is one of the most important issuances in recent years on the local market. The issuance is secured with incomes resulting from airport departure rate, under a guarantee trust with Scotiabank Panama. • Legal advisors of Empresa Nacional de Autopistas, S.A. (ENA), in the process of securitization of revenues in concept of tolls from the Stage II B of the Corredor Norte, by means of the issuance of US$ 220,000,000.00 in securities by the Trust ENA Este. The proceeds from the placement of the securities shall be used mainly, for the completion of the construction of Stage II of the Corredor Norte (Brisas del Golf - Tocumen). • Advisors to the Office of the Secretary of the Panama Metro of the Ministry of the Presidency for the review of the legislation regarding the metro transport type and the preparation of a draft bill that shall establish the regulatory framework of the Metro System for Persons Transportation; authorizes the creation of the Metro de Panamá, S.A. company, which shall be constituted as a corporation and shall be in charge of the Metro System for Persons Transportation and regulation of all the activities inherent thereof. It also regulates, among other things, its Financial Administration, contracting, concessions and tax systems; its patrimony, control and operation; the administrative structure; the acquisition of properties and improvements, influence polygons, the delimitation and establishment of polygons of the affected premises of Metro; the use of public roads or easements; the safety and order of the facilities part of the Metro; and the continuous and uninterrupted of the Metro service. The consultancy included the draft bill and the process of consultation with public and private entities; the draft bill was submitted to the consideration of the National Assembly and it is now law of the Republic." • Legal advisors of Avianca airline holding in its first international market bond issuance for USD300 million. • We provide legal and technical advice to the European Union in partnership with Central American firm Consortium Centro America for registration and publication of European GIs in the Republic of Panama. • Legal advisors of the Empresa Nacional de Autopistas, S.A. (ENA), in the process of negotiation and conclusion of a memorandum of understanding with the corporation PYCSA Panama, S.A., pertaining to Grupo PYCSA of Mexico, for the acquisition of the concession of the autopista Corredor Norte (“Northern Corridor highway”). • Legal advisors of the Ministry of Economy and Finances related with the development of a port at the Pacific entrance of the Panama Canal. • Legal Counsels of Omega Engineering, Puerto Rico, successful bidder of the Public Tender of US$50,000,000 million for the studies, design, material supply, labor, equipment, management and construction of the City of the Arts Project of the Republic of Panama. • Legal advisors in the acquisition of the insurance company American Life Insurance Company (ALICO) by Panamerican Life Insurance Company (PALIC). ALICO, was in the seventh position in the ranking of the insurance market, with a total premiums sold in the order of $38,940,000 million and a market share of 5.11%, while Palic was located at the twentieth position with an amount of $ 4,958,772.98 and a market share of 0.65%. • Legal advisors of the Coordination Unit for the Panama Bay Sanitation of the Health Ministry, in negotiation the design and construction contracts for many works required for the development of the sewage treatment plant, as well as the wastewater collection system. The project exceeds US$200,000,000 million and has among its contractors the Brazilian company Constructora Norberto Odebrecht S.A., the Spanish company FCC Construcción, S.A.; the Ecuadorian company Hidalgo e Hidalgo, among others. • Legal advisors of Empresa Nacional de Autopistas, S.A. (ENA) in the acquisition process of 100% of the capital stock of ICA Panamá, S.A., concessionaire of the autopista Corredor Sur, for the amount US$420,000,000 million. ENA is a 100% state-owned Company. • Cold Chain Project. Advisors of the company Outsourcing, S.A., member of the Consorcio Panama Frío (“Cold Panama Consortium”), successful bidder of the tender called by Cold Chain Secretariat for the design, construction, equipment and implementation of the comprehensive logistics system of the Cold Chain Project. Tender awarded for US$ 75,000,000 million. • Panama Canal Expansion Project. Advisors of the ICA-FCC-MECO Consortium (composed of the Spanish company FCC, the Mexican construction company ICA and the Costa Rican construction company MECO) in charge of the construction of the Pacific Access Channel (PAC) of the Panama Canal Expansion Project. Public Tender awarded for US$268,000,00 million. • Construction of the Third Set of Locks of the Panama Canal Project. Advisors of the Panama Pacific-Atlantic Consortium in the tender of the design and construction of the third set of locks contract, called by the Panama Canal Authority composed by Bouygues Travaux Publics (France), Bilfinger Berger (Germany), VINCI Construction Grands Projets (France), Construcoes e Comercio Camargo Correa (Brazil), Construtora Andrade Gutierrez (Brazil), Construtora Queiroz Galvao (Brazil), ALSTOM Hydro Energia Brazil (France), BARDELLA Industrias Mecanicas (Brazil) and AECOM (US). • Constructora Norberto Odebrecht: Collective Bargaining Agreement between Constructora Norberto Odebrecht, the SUNTRACS (Sole Union of Workers of the Construction and Related Industries of Panama) for the national Project of the “Coastal Belt”. • Legal advisors of Dell Inc. (Dell Computers) regarding the establishment of a call center in Panama City, including the negotiation of the property lease contracts and licenses, likewise the structuring of vehicles that were used for the financing of the development. • Privatization of International Airport. Legal Advisors of the Consortium Flughafen Frankfurt Main AG (Airport of Frankfurt) in the pre-qualification process for the privatization of the Tocumen International Airport involving recommendations for the free trade zones and leases, as well as the feasibility study, due diligence and employment. Said privatization process never concluded. • Exploitation of Oil Terminal. Advisory services rendered to the company PETROAMERICA TERMINAL S.A., subsidiary of EXXON MOBIL SALES and SUPPLY CORPORATION and HAJI ADBULLAH ALIREZA & CO. LTD. in connection with Public Tender Nº09-ARI-96 called by ARI to grant the concession to exploit Arraijan-Rodman Oil Terminal and the administration of piers 1 and 2 of the Naval Base of Rodman. Our advice comprised all the corporate, fiscal and administrative matters related with the participation of the company in the mentioned Tender, as well as the direct negotiation of the concession contract with ARI, the subsequent attention of all the corporate, administrative, labor and fiscal matters for the commencement of its commercial operations in the Republic of Panama and the negotiation with the Directorate General of Hydrocarbons of the Ministry of Commerce and Industries, the contract of the Oil Free Zone to operate the tank farm in Arraijan and the Naval Base of Rodman. • Legal advisors on immigration matters for leading companies which take part of the Panama Canal Expansion Project awarded to Consorcio Grupo Unidos por el Canal, such as JAN DE NUL N.V., SACYR, TECOZAM, GRUAS DEL PACIFICO, GLOBAL BUSINESS, among others. • Legal consultancy on immigration matters for the Consortium to which the project for the Construction of the Pacific Access Channel Phase 4th (Pacific Access Channel No. PAC4) were awarded, in which the companies ICA, FCC and MECO participate. • Legal advisors on immigration matters for leading enterprises companies located in Panama Pacific, such as DELL, SIRENIS INTERNATIONAL TRAVELERS CLUB, among others. • Legal advisors on immigration matters for the company CHEC Panama, S.A. (China Harbour Engineering Company) which is in charge of the Phase III of the Balboa Port Expansion. • Exclusive representatives on immigration matters in Panama for the international consultants Ernst & Young. • Exclusive representatives on immigration matters in Panama for the international consultants Emigra Worldwide. • Legal representatives of renowned companies, which are in charge of important projects and to which major public works have been awarded in the Panamanian territory, such as MI BUS, S.A. (Metro Bus) and OMEGA Engineering (MINSA CAPSIS), among others. V. WORK TEAM We have a qualified team of lawyers, reason why we have gathered our specialists in the areas of law related with the project that the renowned Grupo Verdeazul has started. PARTNERS Gabriel González-Ruiz A. Ana Graciela Medina Hugo Morán ASSOCIATES Jordana C. Fasano M. Javier José Vallarino Estefanía Alemán Ayleen Quintero COMPLIANCE OFFICER Liliana Muñoz ASSOCIATE ATTORNEY SPECIAL PROJECTS Leroy Sheffer Specialist in Logistics/ Free Trade A g r e e m e n t s / Duty Free Zones CURRICULUM VITAE GABRIEL A. GONZÁLEZ-RUIZ A. Date of birth: November 14, 1955 Nationality: Panamanian Academic Instruction: Bachelor of Law and Political Science, University of Panama, 1978. Thesis: "The Autonomy of Commercial Law" (publication recommended by the grading jury). License Certificate: 1983 Experience: ICAZA, GONZALEZ-RUIZ & ALEMAN, Associate 1979 - 1989 Partner since 1990. Practice Areas: Public Procurement and Privatizations, Administrative Law, Commercial Law, Tax Law, Banking Law, Mergers & Acquisitions, Project Finance. Representative projects: • Legal consultants for Aeropuerto Internacional de Tocumen, S.A., in the preparation of bill draft for the amendment of Law 23 of 2003, which govern activities at airports and aerodromes in the Republic of Panama, in order to introduce the framework required for the structuring of local and international financial transactions, such as issuance of debt instruments, constitution of issuers, management and guarantee trusts, assignment of [cash] flows resulting from aeronautical and non-aeronautical commercial services incomes in favor of local and international fiduciary entities and banks, among othersLeader of the Legal Group for the acquisition process by the Empresa Nacional de Autopistas, S.A. (ENA), 100% of the share capital of ICA Panama, S.A. (now ENA Sur, S.A.), licensee of the Corredor Sur, in the amount U.S. $ 420 million, including the drafting of the preliminary bill, whereby Empresa Nacional de Autopistas, S.A. (ENA) is created. • Legal consultants for Aeropuerto Internacional de Tocumen, S.A. in the Issuance of Corporate Bonds for the amount of US$650,000.00 for the financing of the expansion works of the airport, including the new South Terminal. Aeropuerto Internacional de T ocumen, S.A. is the Copa Airlines hub and has become one of the airports with the largest growth and passenger traffic at the regional level. The Corporate Bonds Issuance was authorized by the Superintendence of the Securities Market and listed in the Panama Stock Exchange, and it is one of the most important issuances in recent years on t he local market. • • • • • • • • • • Legal counseling rendered to Aeropuerto Internacional de T ocumen, S.A., in the negotiation and entering into a syndicate bridge loan up to US$200,000,000.00, structured by Prival Bank (Panama), in order to finance the works expansion of the airport. Leader of the Legal Group of the firm for the process of securitization of toll revenues of the Corredor Sur, via the issuance of U.S. $ 3 95 million in securities by the Trust ENA Sur. The proceeds from the placement of securities were used to acquire the shares of ICA Panama, S.A. The securities were issued under Regulation S and Rule 114A of the U.S. Securities Act of 1933, and were registered in the Securities Commission of Panama and t he Panama Stock Exchange. Leader of the Legal Group for factoring syndicated transactions for $ 200 million, conducted by local banks with companies awarded for works of the Plan of Vial Reorganization of the Ministry of Public Works and the Cold Chain of the Ministry of the Presidency. Leader of the Legal Group for the structuring process and implementation of the restructuring of Howard Air Force Base and the creation of "Panama Pacific Special Economic Area"; as well as the structuring process and implementation of the international public selection process of a Master Developer. Leader of the Legal Group of consultancy for possible public sale of the shares owned by the State in a t elecommunications company; such consultancy included (i) analysis of all corporate aspects (articles of incorporation, shareholder agreements, etc.) and the required modifications, and (ii) analysis of applicable laws and drafting of legislative changes required. Leader of the Legal Group for consultancies rendered to the Ministry of Economy and Finance of the Republic of Panama, in matters relating to public finance, projects and special laws and financial assets of the State. Leader of the Legal Group for consultancy to the Secretary of the Metro, for the review of the rules on transportation type Metro and the drafting of a preliminary bill to regulate this matter. Advisor for Amador Foundation, a n onprofit public interest civil foundation, in the design and structuring of private bidding process for the sale of two plots located in the Amador Peninsula, Republic of Panama, for the financing, construction, development, maintenance, administration and management of the Museum of Biodiversity: Panama Puente de Vida (Panama Bridge of Life), designed by world famous architect Frank O. Gehry. Leader of the Legal Group in consultancies rendered to the State on issues related to public utility joint ventures. Membership: Panama Bar Association Languages: Spanish and English ANA GRACIELA MEDINA Date of Birth: 8 de septiembre de 1976 Nationality: Panameña Academic Instruction: Licenciada en Derecho y Ciencias Políticas, Universidad Latinoamericana de Ciencia y Tecnología, ULACIT, Panamá (Cum Laude Probatus), 2001. Maestría en Informática y Derecho, Universidad Complutense de Madrid, 2002. Tesis: “El paradigma de los Centros Financieros Internacionales en el ámbito de la Nueva Economía Digital”.. Licence Certificate: 2001 Experience: ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Socia, Enero 2013 a la fecha Abogada Asociada, 2003 - 2012. Asistente Legal 1999 – 2001 Practice Areas: Communications & IT; Corporate; Immigration and Naturalization; Real Estate & Tourism Representative projects: She participated on the drafting of Law No. 41 of July 20th, 2004, which creates a special system for the establishment and operation if the Panama-Pacific Special Economic Area and a state autonomous entity, named Panama-Pacific Special Economic Area Agency”, specifically on the drafting of the chapter on “Immigration System of the Panama-Pacific Area”. Legal advisor on immigration matters for leading companies with SEM license, such a Samsung Electronics, Pan-American Life. Legal consultancy on immigration matters for leading companies which take part of the Panama Canal Expansion Project awarded to Consorcio Grupo Unidos por el Canal, such as JAN DE NUL N.V., SACYR, TECOZAM, GRUAS DEL PACIFICO, GLOBAL BUSINESS, among others. Legal consultancy on immigration matters for the Consortium to which the project for the Construction of the Pacific Access Channel Phase 4th (Pacific Access Channel No.PAC-4) was awarded, in which the companies ICA, FCC and MECO participate. Legal advisor on immigration matters for the renowned international company CADDEL, in charge of the construction of the United States Embassy in Panama. Legal consultancy for leading companies located in Panama Pacific, such as DELL, SIRENIS INTERNATIONAL TRAVELERS CLUB, among others. Legal advisor on immigration matters for the company CHEC Panama, S.A. (China Harbour Engineering Company), which is in charge of the Phase III of the Balboa Port Expansion. Exclusive representatives on immigration matters in Panama for the international consultants Ernst & Young. Exclusive representatives on immigration matters in Panama for the international consultants Emigra Worldwide. Legal Representatives of renowned companies, which are in charge of important projects and to which major public works have been awarded in the Panamanian territory, such as MI BUS, S.A. (Metro Bus) and OMEGA Engineering (MINSA CAPSIS), among others. Memberships: Panama Bar Association, Panamanian Association of Law and New Technologies. Languages: Spanish and English Ana Graciela Medina ICAZA, GONZALEZ-RUIZ & ALEMAN HUGO MORAN RODRIGUEZ th Birth Date: November 5 , 1972 Nationality: Panamanian Academic Instruction: Bachelor degree in Law and Political Sciences, University of Panama, 1998. Postgraduate Degree in Commercial Law, 2002 Master’s Degree in Business Law, 2002. Post graduate studies in Top Management, Universidad Latina de Panama. Suma Cum Laude, 2000. Master Degree in Business Administration with emphasis in Marketing, MBA, Universidad Latina de Panama, Suma Cum Laude, 2001. Thesis: “Money Laundering and Panama’s International Financial Center”); Universidad Latinoamericana de C iencia y Tecnologia (ULACIT) License Certificate: Experience: 1998 ICAZA, GONZÁLEZ-RUIZ & ALEMAN Partner, since 2013 Associate, 2000 – 2012 Brand Protection Strategy and IP Litigation Memberships: Panama Bar Association; Panamanian Association of Industrial Property Law (APADEPI); International Trademark Association (INTA); Inter-American Association of Industrial Property (ASIPI), Principal Delegate of Panama (2013-2014). Languages: Spanish and English Practice Areas: Litigation & ADR; Intellectual Property; Anti counterfeiting Matters and Brand Protection; Customs Protection; Criminal and Civil Litigation in Intellectual Property including Copyright. JORDANA C. FASANO M. th Date of Birth: March 14 , 1984 Nationality: Panamanian Academic Instruction: LL.B., Santa Maria La Antigua University, Panama, Republic of Panama, (2006). Certificate in Foundations of American Law and Legal Education, 2006. Georgetown University Law Center, Washington D.C., USA L.L. M., major in Corporate, Banking and International Business Transactions, Georgetown University, Washington D.C., U.S.A., 2007. Licence Certificate: 2006 Experience: ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Associate. Practice Areas: Administrative Law; Contracts; Labor and Employment; Panama Private Interest Foundations; Public Contracting & Privatization. Memberships: Panama Bar Association Languages: Spanish and English JAVIER VALLARINO GARCIA DE PAREDES th Birth Date: July 8 , 1970. Nationality: Panamanian Academic Instruction: Bachelor degree in Law and Political Science, Universidad Santa María la Antigua, Panama, 1997. Thesis: “Amendments to the Individual Labor Right Introduced by Law 44 of August 12, 1995”. Postgraduate studies in Labor Law, University Santa María la Antigua Panamá, 1998. License Certificate: 1997 Experience: ICAZA, GONZÁLEZ-RUIZ & ALEMAN Associate, since 2008. Legal advisor in Labor Law. Grupo Melo Director of Labor Relations Department 1997 to 2002 2004 to 2008 Chamber of Commerce, Industries and Agriculture of Panama Legal advisor in Labor Law, since 2009. Rivera, Bolívar y Castañedas Lawyer - Labor 1993 to 1997 / 2002 to 2004 Rosas y Rosas Legal Assistant, 1993. Central Industrial Chiricana Sales Supervisor 1990-1992 Administración de Seguros, S.A. (ASSA) Assistant to the Risk Department 1990 Membership: Panama Bar Association; Panama Academy of Labor Law. Language: Spanish Practice Areas: Labor Law. ESTEFANÍA ALEMÁN Date of Birth: February 5th, 1988 Nationality: Panamanian Academic instruction: Juris Doctor, American Washington College of Law (2013) Bachelor of Arts and S cience Degree with a m ajor in History and Foreign Affairs in the University of Virginia, 2010 Experience: ICAZA, GONZÁLEZ-RUIZ & ALEMÁN International Associate, 2014. Deloitte Panamá Tax Intern, 2012 The Nature Conservancy Intern, 2012 Ministry of Foreign Affairs of Panama Law Clerk, 2011 Areas of Practice: Panama Trusts and Vista Trusts (BVI) Languages: Spanish, English, French and Italian Estefanía Alemán ICAZA, GONZALEZ-RUIZ & ALEMAN AYLEEN QUINTERO st Date of Birth: March 31 , 1984 Nationality: Panamanian Academic Instruction: Bachelor degree in Law and Political Sciences, University of Panama (2012). Master´s Degree in Commercial Interamericana de Panamá (2013). Law of the Licence Certificate: 2012 Experience: ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Associate, 2014. Lawyer, 2013 Administrator of the Immigration Department, 2007 a 2012 Morgan & Morgan Paralegal, 2007 Arias, Alemán & Mora Paralegal, 2006 – 2007 Practice Areas: Immigration and Naturalization, Contracts Languages: Spanish and English Ayleen Quintero ICAZA, GONZALEZ-RUIZ & ALEMAN Universidad LILIANA DELFINA MUÑOZ DE MANN th Date of Birth: November 12 , 1969 Nationality: Panamanian Academic Instruction: Bachelor’s Degree in Law and Political Sciences, Universidad de Panamá, Republic of Panama, 1993 (Sigma Lambda). Master of Laws (LL M) in Corporate & Commercial Law,, University of the West Indies, Cave Hill, Barbados, 2008. Licence Certificate: 1995 Other designations: TEP, CAMS, Authorized Public Translator (Professional Spanish English and vice-versa) Experience: ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Compliance Officer, May 2013 up to this date. RBC Wealth Management, Barbados. Senior Trust Officer/Trust Manager, 2007-2013 RBTT Trust Corporation, Barbados. Senior Trust Officer/Compliance Officer, 2005-2007 KPMG, Barbados. Manager Corporate Services, 2004-2005 Icaza, González-Ruiz & Alemán (BVI) Trust Ltd, British Virgin Islands. Managing Attorney, 1997-2002 Memberships: Panama Bar Association; Society of Trust and Estate Practitioners – STEP (Barbados Chapter 2009 - 2013, Panamá Chapter, currently); Association of Certified Anti-Money Laundering Specialists (ACAMS), US; Panama Compliance Officers Association (ASOCUPA). Languages: Spanish and English Liliana D. Muñoz de Mann ICAZA, GONZALEZ-RUIZ & ALEMAN LEROY SHEFFER Associate Attorney – Special Projects Attorney Leroy Sheffer graduated from the Universidad de P anamá with the highest academic honors in 1995. In the year 2001, he was sponsored by James E. Rodger College of Law of Arizona University, where he m ade studies in International Business Law. He complemented his specialization studies at the Practice Institute of New York during the year 2002. In the year 2006, he was appointed Ambassador and Vice-Minister of Business Negotiations of the Republic of Panama, which led him to lead the team which concluded the negotiations of the Trade Promotion Agreement with the United States of America in 2007. During this period and until the year 2009, he was responsible of the negotiations of the Free Trade Agreements with Central America (Costa Rica, Guatemala, Nicaragua and Honduras), all of which allowed him to have a real scope of the legal and economic reality of the region, key factor to start the incorporation process of Panama to the Regional Integration Economic System (SIECA). Likewise, he was promoter of the Free Trade Agreement with Canada and the negotiations before the World Trade Organization regarding issues as Trade Facilitation Services. In his experience, he has been promoter of the integration of trade rules related to key sectors of Panama and particularly maritime trade and logistics, which had been reflected in free trade agreements subscribed by Taiwan and Singapore (2006-2007-2009). In his career of public official, he concluded important agreements for the promotion of trade and investment of Panama, being the discussions with Qatar, Mexico, Finland and Belgium, among others, the most notable. He was part of the legal team of the Republic of Panama in the development of the trade conflicts with Colombia for the defense of Distribution Services from the Colon Free Zone, where the main axis of the debate was focused in the port transit freedoms between Panama and Colombia. In his private practice, he is Partner Director of the ITAS Group – Service Firm Specialized in Foreign Trade founded in the year 2009, where he has focused his efforts in the development of projects related to Panama logistical platform growth in favor of associations, companies and consortiums of worldwide standing. He has been UNCTAD Consultant in connection to prevention policies and c onflict resolution in investment matters, Advisor of the Agricultural Development Ministry (MIDA 009-21), OIRSA in matters regarding the promotion of the agriculture area, Advisory Consultant as of 2009 of the Maritime Chamber of Panama in matters regarding the Competitiveness of the Ancillary Maritime Industries, External Advisor of the Users Association of the Colon Free Zone, as well as Director of National and Regional Companies. From the ITAS firm and law practice, he has developed a w ide experience in matters of public contracting, trade incentives rules, development of regulations in matters of logistics and duty free zones and development of maritime businesses. He is the author of specialized opinion articles in foreign trade matters; he has been recognized as one of the 15 opinion leaders most important of the Republic of Panama by the global circulation magazine Wise´nvest (200), he has been awarded with the Ricardo J. Alfaro and Dominador Kayser Bassan prizes for its academic and professional efforts in favor of the development of the country, he has been President of the Macroeconomic Affairs Commission of the Panamanian Association of Business Executives (APEDE) and of the Trade Agreements Commission of AMCHAM – Panama. Currently, he has been appointed as President of the Logistics and Maritime Affairs Commission of APEDE. Leroy Sheffer ICAZA, GONZALEZ-RUIZ & ALEMAN VI. PRACTICE AREAS ICAZA, GONZALEZ-RUIZ & ALEMAN provides tailor-made, sophisticated solutions to key corporate clients, international institutions and public entities, while remaining committed to offering a partner-led, individualized legal service and advice to our private clients. Icaza, González-Ruiz & Alemán is a Panamanian law firm established since 1920. Our legal services encompass all areas concerning Administrative Law, Admiralty & Shipping Law, Banking & Finance, Capital Markets & Securitization, Communications & Information Technology (CIT), Consumer Protection & Competition Law, Environmental Law & Energy, Immigration & Naturalization, Labor Law, Insurance & Re-insurance, Intellectual Property, International Commerce, Litigation & Alternate Dispute Resolution, Public Contracts & Privatizations, Taxation, Company Formation, Trust and Estate Planning, Private Foundations, among others. ICAZA, GONZALEZ-RUIZ & ALEMAN capabilities stretch across various jurisdictions worldwide. Our performance is further enhanced by the existence of Icaza Trust Corporation and Panamerican Management Services, S.A, both corporate entities empowered to complement our services. Our professional practice in the area of Commercial Law is not limited to the structuring of businesses. The Litigation Department of our firm is administered under a separate structure known as BUFETE IGRA. Our litigation attorneys are always ready to respond to the needs of our clients and protect their interests in the event that a conflict may arise from a simple dispute up to judicial limits ICAZA, GONZALEZ-RUIZ & ALEMAN is on the list of Legal Consultants for projects of the World Bank and of the Inter-American Development Bank. VII. SERVICES PROPOSAL Among the variety of services offered by our firm, by means of this document we would like to present and offer all those related to consultancy to Clients whose businesses shall be established in the Duty Free Zone. • CORPORATE LAW Our firm may assist its clients in all legal matters related to corporations and their shareholders, directors, officers, employees, agents, creditors, partnerships, intellectual property, trusts, contracts, environmental issues, among others, including all kinds of litigation. Within the Company formation practice our lawyers focus on tax-oriented advice and can offer a very broad spectrum of vehicles for the international structuring of business and private equity by selecting the most suitable corporate structures from their transactional expertise on a choice of domiciles, including the following jurisdictions: Panama; Bahamas; BVI; Belize; Anguilla; Seychelles; UAE; UK; Netherlands; Delaware; Florida; Costa Rica; New Zealand; Uruguay, Marshall Islands and Cyprus. ICAZA, GONZALEZ-RUIZ & ALEMAN will advise on the most suitable vehicle, corporate or noncorporate, taking into account your type of business, your specific needs, and your profile. Through the collaboration of our affiliated companies Panamerican Management Services S.A., Icaza Trust Corporation, and other subsidiaries, our firm provides full administrative service in relation to the management, accounting and secretarial services of these vehicles depending on our client’s specific needs. Time of Delivery Corporations’ organization Approximately 3 to 5 working days Constitution of Foundations Approximately 3 to 5 working days Approximately 5 working days Formation of Trusts Drafting of powers of attorney and minutes Approximately 2 working days Corporations registration before ANIP Approximately 2 to 3 working days • FREE ZONES / DUTY FREE ZONES / SPECIAL ECONOMIC ZONES We inform you about the commercial and tax advantages and benefits offered in Panama. The Panamanian State has been recognized for the advantages that the free zones offer for development of international businesses and have established an assortment of schemes which allow carrying out these activities under very favorable conditions. Our team of lawyers has wide knowledge and experience on the registration of companies within duty free zones and their special systems, such as the one created by Law No. 41 of August 24th, 2007 for the establishment and operation of Multinational Corporation Headquarters, Panama Pacific Special Economic Area, Colon Free Zone, Duty free zones, among others. In this regard, it should be noted that we have assisted our clients in establishing themselves in zones of convenience for its respective businesses, processing their corresponding application for operation licenses, as well as all procedures related to the operation under those special systems. Any company which desires to operate in the Panamanian territory shall be required to be subject of a comprehensive process of due diligence, process which Icaza, González-Ruiz & Alemán thoroughly manages. The law firm has strict policies of “Know your Client” before starting legal procedures in favor of our prospective clients and even, we have been contacted on several times to carry out full reports of due diligence of companies, so that our clients may decide on the feasibility of making business with other companies. many clients, both individual and corporate, due to the quality of the advice which has been given as result. We provide tax advice to help clients to take and implement commercial decisions and corporate strategies, while incurring on minimum tax obligations. Our specialists are well oriented to support foreign clients in establishing new operations in Panama and obtaining benefits from the business opportunities and special tax incentives available. We develop efficient tax mechanisms to enter into markets, or participate in public or private bids, acquisitions and reorganizations. In this context, we have advised clients engaged in various commercial and economic activities such as banking, transportation, construction and real estate. We advise our clients in relation to the activities of the Duty free zones, its benefits and special treatment that these Panamanian tax systems provide. Furthermore, we supplement the services of the employment and labor law team, by providing advice on Labor Law and implications regarding taxes. In case of claims before the tax authorities, our services include the representation of our clients before the General Directorate of Revenues and before the Third Chamber of the Supreme Court, inclusive. We are committed to provide our clients customized solutions, including tax and estate planning through a variety of corporate vehicles and other legal vehicles. Our expertise covers tax advice on labor contracts for executives, supporting at all times the work of the Immigration Department, advising and counseling regarding the tax status of foreign executives, who come to Panama to work for our client´s companies. Time of Delivery Companies registration – Special Systems • Approximately 5 working days IMMIGRATION AND LABOR PROCEDURES Immigration and labor aspects are an important part of the services provided to our clients. We recognize the needs that companies have on these matters and we know that legal advice on human resources matters, whether local or foreign, is a key part of the success of the execution of our clients´ businesses. 30 That is the reason why the law firm has with an Immigration Department and a team of lawyers with wide experience on immigration matters and labor issues, in dealing with competent authorities and the handling of the complexities and the law procedures, in general. Currently, they are in charge of a wide range of clients, which includes multinational corporations and local companies, non-profit organizations and individual, in general. Our Immigration Department is comprised by: • • • • • Director attorney, who is also partner of the firm Two (2) associated attorneys Five (5) legal secretaries One (1) Department Administrator Four (4) legal assistants Among the benefits that our Immigration Department offers to its clients are the following: a) Customized service for our clients. b) Experience on the processing of immigration permits pursuant to Multinational Corporation Headquarters Law (Law No. 41 of August 24th, 2007). c) We offer the messenger service to pick up and deliver documents to their offices in Panama City. d) Delivery of monthly reports submitted by the Department Administrator in order to keep our customers updated regarding the immigration status of foreigners. e) Customized assistance for the obtainment of driver´s license. f) Use of computer program which allows the opening of files, procedures follow-up and delivery of notices to the client about the expiration and renewal of immigration permits, prior to the expiration date thereof. Likewise, we have a wide experience on the Authorized Visas procedure, as well as on those procedures on which the application is not necessary, an exemption established by Decree Law No. 414 of July 13th, 2012, whose purpose is to expedite the procedure of those executives and foreign personnel who work for companies under special systems, as part of the benefits of those areas. As for our labor services, our attorneys experts in the field shall give you all kinds of advice on labor issues either verbally (or phone) and / or by email, and our service shall cover, inter alia, answering of labor queries, review of disciplinary sanctions, letters of dismissal and labor termination agreements by mutual consent. Likewise, it also guarantee that an attorney of the law firm expert on labor issues shall be available at all times, to advise the client and, in the event that you so require it, he shall go to your offices, free of cost, to participate in meetings or deal with any labor issue on which the company is interested. We offer other services, such as the drafting of business documents, such as Labor internal regulations and/or Labor Contracts, or labor procedures related to unions, lists of demands, negotiation of collective bargaining agreements, labor permits, filing of remedies before the labor administrative authorities, and representation of the company in legal proceedings and individual or collective conciliation proceedings at the Ministry of Labor and Labor Development offices. 31 Labor Procedures Professional fees for our labor services such as answering queries relating to the subject, the review of disciplinary sanctions, letters of dismissal and labor termination agreements by mutual consent, as well as the advice of an attorney at all times, which may inclusive go to the client´s offices Time of Delivery Taking as reference our experience in the management of immigration procedures special systems which contemplates a single counter as a mean for the application of various types of procedures, the residency permit applications take approximately thirty (30) working days and the labor permit applications take approximately fifteen (15) working days. On labor matters, the duration of the proceedings vary in response to the complexity of the proceeding in question, however, the queries included in the retainer fee, shall receive an answer within a period not exceeding forty-eight (48) hours. • OTHER LEGAL SERVICES The attorneys of ICAZA, GONZALEZ-RUIZ & ALEMAN have the experience and academic preparation required to advise you on commercial matters and transactions, including the drafting and/or review of all kinds of contracts. Likewise, we have a team of specialists who handle comprehensively the client’s needs, in order to make the visit, relocation or investment in Panama, a pleasant experience. Similarly, we have a broad experience in representing developers of residential, commercial and touristic projects, in all development stages, including the acquisition of lands, master plans approval, travel logs, formation of co-owners associations (horizontal property system), financing, segregations, feasibility of project development, among others. The Intellectual Property Department of ICAZA, GONZALEZ-RUIZ & ALEMAN handles trademarks, invention patents, utility models, industrial designs, advertising slogans, copyrights, and trade and domain names. It has a prestigious clientele of various commercial, industrial and service sectors. We prepare and process records before the General Directorate of the Industrial Property Registry and the National Copyright Office. The firm is one of the leading providers of services to international companies who choose to protect their intellectual property rights in relation to a wide variety of goods and services ranging from chemicals, dyes, cleaning preparations, cosmetics, pharmaceuticals, electronics, computer programs, surgical tools, vehicles, watches. 33 In this sense, our services include: • • • • • • • • • • • • • • • Lease contracts Investigation of property titles, measures and encumbrances of the properties Negotiation of purchase and sale contracts Drafting and registration of purchase and sale public deeds Assistance in bank account openings Assistance in utilities companies Advice in the development of real estate projects Tax and Accounting Advice Bank Contracts Promise to sell and real and personal property purchase and sale contracts Leasing and Factoring Contracts Distribution and Agency Agreements Trademark license contracts Franchise Agreements Marriage Settlements Below, we describe some of these procedures and their corresponding professional fees. Time of delivery Our policy is to handle all the queries of our clients in a term not greater than forty eight (48) hours, indicating if that due to the kind of procedure it is required to study in depth the issue. The processing and delivery time of some administrative procedures such as (Municipality, CSS, MEF) may take around two (2) to three (3) working days taking as reference our experience carrying out the procedures before the Single Counters. 34 VIII. DUE DILIGENCE PROCEDURES Icaza, González-Ruiz & Alemán Compliance Department has the independence necessary to engage in the application of the measures required by the Panamanian legislation and the international standards of knowing your clients or prospective clients to protect the law firm and its affiliates companies (ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Group) of any crime related to Money Laundering, Terrorism Financing and other similar unlawful activities within the legal framework of each jurisdiction in which it offers services. ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Group has a Compliance Committee that has established internal procedures and a Compliance Handbook approved by the partners applicable to the provision of legal services related to the incorporation of corporation, private interest foundations and other Panamanian legal persons, when the service is provided to correspondents and clients as well as for general legal services and transactions in which the personnel of the ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Group takes part. As part of the internal procedure, we require documentation and information that is relevant in order to properly identify the clients or prospective clients, both direct or indirect, who require our professional services or with whom a professional relationship is maintained, combined with the obligation of keeping, for the term provided by law, said documentation together with the respective references or recommendations, the obligation of taking the measures which are deemed necessary to prevent the use of our professional services to carry out transactions related to drug trafficking, money laundering, terrorism financing and other unlawful activities and the obligation to provide this information and/or documentation to the competent authorities, when requested pursuant to the legal formalities. The procedures for all the offices of ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Group are established in separate Compliance Handbooks, pursuant to the legal rules in force in all the different jurisdictions from which we offer services to our international clientele. In Panama, Executive Decree No. 468 of September 19th, 1994 was the antecedent to Law 2 of 2011, whereby the obligations were assigned and the responsibilities of the Resident Agent of the corporations were established. Icaza, González-Ruiz & Alemán establishes a due diligence culture in compliance with the obligations of keeping sufficient information to identify the client, which shall be delivered to the competent authorities on crimes related to Drug Trafficking, Money Laundering and Terrorism Financing. Crimes which were specified since Executive Decree No. 124 of April 27th, 2006. For such reason, with Law 2 of 2011 which repels Executive Decree No. 468 of September 19th, 1994 and Executive Decree No. 124 of April 27th, 2006, we continue with the application of the due diligence procedure (“DD”) and know your client (“KYC”) to all the clients of ICAZA, GONZÁLEZ-RUIZ & ALEMÁN. (i) (ii) (iii) (iv) As part of our internal procedure: The DD/KYC procedure starts with preliminary investigations in the database of potential clients or new contacts. The requirements of the Panamanian legislation and Law 2 of February 1st, 2011 are gathered in the forms designed to request the DD/KYC information from the client or contact. All the information and documentation received from potential, existing clients and new contacts is reviewed by the Compliance Department for the investigation, verification, extension and approval. The investigations are performed by the compliance department which prepares a summarized report regarding its evaluation/investigation of the results that it had found in the internal and external Data Base (World-Check, WorldCompliance, Google, amon g oth ers). This report/summary, together with the printed version of the evaluation/investigation data shall be delivered to the corresponding office, so that it may answer the contact properly and without any delays based on that report/summary and proceed to address or decline the provision of services based on the evaluation/investigation made by the Compliance Officer. The DD and KYC policy of Icaza, González-Ruiz & Alemán also establishes parameters to apply an Enhanced Due Diligence (EDD) procedure in cases where a more thorough investigation needs to be made and request the necessary documentation to know the client, which is accompanied by a stricter handling in regards to the request for additional and detailed information together with the verification and authentication of the information and documentation received. ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Group has a modern database system which allows us to monitor the risk which all the contacts of the client portfolio and services offered by Icaza, González-Ruiz & Alemán represents. The same assist us in the evaluation not only of the provision of services to new clients, but also the continuity of the services to existing clients in the event that the conditions change and therefore, the risk parameters for client with the passing of time. As part of the DD and KYC culture of the ICAZA, GONZÁLEZ-RUIZ & ALEMÁN Group, the personnel receives annual training in compliance matters and their obligations based thereof with the purpose of remaining vigilant and report incidents of crime or suspicious activities of which they are aware regarding a client or contact. IX. CONTACT Attorney Gabriel González-Ruiz Attorney Ana Graciela Medina Icaza, González-Ruiz & Alemán Aquilino de la Guardia St., No. 8 IGRA Building, 5th Floor Panama City, Republic of Panama Tel: +507 205 – 6000 | Fax: +507 269-4891 gabrielg@icazalaw.com | anagm@icazalaw.com www.icazalaw.com