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EXPERIENCE

 

The following captions contain lists of relevant experience held by the Firm or its Members in each listed sector.

 
PROFILE OF THE FIRM´S MEMBERS
FOR
NATURAL GAS AND ENERGY UTILITES
and
O&G P&E
 

The Firm has published the 2021 Domestic Natural Gas Sector Overview for Lexology and will be doing so for 2022 authored by the following members LINK.

Augusto Figueroa, who has longstanding comprehensive experience as lead counsel for material undertakings in the Colombia’s natural gas transportation and utilities industry, as well as for oil and production and exploration.He has extensively represented major foreign and domestic companies in those sectors.

José Plata Puyana recently served a three-year term as Deputy Superintendent for Gas and Energy Utilities. In that capacity he simultaneously served as a member of the Colombian Energy and Gas Commission, which regulates both utilities. Being a lawyer and an economist, he is a prime consultant for which he founded MarkUp. The Firm and MarkUp are strategic allies.

Liliana Arciniegas Vanegas is an experienced senior counsel with detailed recent legal know-how related to O&G upstream, having worked both as inhouse and outside counsel in O&G companies

NATURAL GAS UTILITIES
[RESIDENTIAL PUBLIC SERVICES]

Advised and represented major energy company (i) for the winning bid for the first natural gas trunkline BOMT contract in Colombia; (ii) for attainment of the Colombian sovereign guarantee for the project SPV´s foreign debt; (iii) as Colombian Counsel for the successful international placement of Rule 144A bonds to finance the project non-recourse; (iv) for ongoing integral advice to and representation of the SPV throughout project execution over 17 years up to the consummated transfer to a Colombian government designated assignee; (v) for the SPV’s wind-up as executors; and, (vi) for successful subsequent litigation cases as defendant before Colombian administrative courts.

Advised and represented a major energy sector client for: (i) successfully bidding in an auction at the Colombian Stock Exchanges for the finance-leveraged sale by a Colombian government entity of the largest package of shares in country's main gas transporter; (ii) thereafter identified the opportunity and represented the client in bidding for the discounted purchase of its own debt from that same entity; (iii) the client thus attained the extinction of the trust-in-guarantee where the purchased shares has been held; and, (iv) further counseled additional purchases of stock by our client from minority shareholders in the same gas transporter.

Advised Colombia's main gas transporter’s subsidiaries for negotiating successive gas marketing and distribution agreements applying grandfathered rights which made existing regulations on separation of activities inapplicable.

Advised client on the regulatory requirements for the potential development of Colombia's first gas exportation project-financed facility. The project was discarded due not having reached agreement with the Colombian government on the needed regulatory policy.

Advised and represented major energy company in an unsuccessful bid for the BOO contract for the third Colombian natural gas trunkline set forth in Colombia's national natural gas plan.

Advised and represented an offshore consortium in negotiations for the potential tendering of a long-term contract for the purchase of gas to be compressed and transported from fields in the Colombian eastern plains operated by an association of a mayor P&E company and the Colombian state-owned oil producer. The consortium opted not to tender.

 
ENERGY UTILITIES
[RESIDENTIAL PUBLIC SERVICES]

Performed a comprehensive due diligence of eight state-owned power distributors in the Colombian Caribbean coast region and of their holding entity. This was to advise on a potential bid by our client for capitalizing and controlling two new SPV´s through which power distribution was wholly restructured in the region. We further examined the bid´s TOR and counseled negotiations with possible co-bidders. The client opted to not bid largely based on our due diligence risk assessments. The persistent occurrence of such risks was the basis for two successive assignments of majority interest in those companies. We later carried out an updated comprehensive due diligence and TOR study for the same client, having reiterated the initial negative risk analysis. Our client did not tender. The original structure we counseled against has been replaced in 2021. Two power distribution regions were assigned each to new utilities where the risks we originally identified were addressed through subsidies and the assumption by the State of certain labor liabilities.

Counseled the submission of a bid by a consortium of major energy sector companies for restructuring a state-owned power generating company regarding: (i) labor cost of transferring the latter’s personnel to a projected SPV; (ii) assessment of voluntary retirement package; and (iii) opinion on taxation risks conveyed by the overall transaction. We maintain the capability of offering labor and taxation counsel as evidenced in our firm member´s profile.

Advised and represented the bidding consortium for the submission of a winning bid before a major regional government utility for (i) the development, project financing and construction of a 230MW gas fueled power generation plant; (ii) the negotiation and execution of a power purchase agreement between the consortium’s project SPV; and (iii) the negotiation of an amicable termination of all project agreements due to absence of an acceptable gas supply agreement.

Advised the unsuccessful joint bidding by a consortium of major power companies for the privatization of a 500 MW hydroelectric power generation facility in Colombia.

Advised the joint bidding by major power companies for the successful bidding for the privatization of a 1000 MW hydroelectric power generation facility in Colombia.

Did the legal due diligence for and advised on the potential purchase of fiduciary interest in a state-owned 180 MW thermal power generation company. Client opted not to offer.

Advised and represented a major power sector construction contractor: (i) for submitting a winning bid through the temporary union formed with a major generator for a 300 MW gas fueled power generation turnkey contract with the Colombia’s largest utility; (ii) subsequent contract negotiation; (iii) preparation of successful ICC international arbitration strategy and claim against Colombian subcontractor for overpayment of construction fees; and, (iv) completion of successful civil litigation against collection suit filed by another subcontractor with injunctive measures.

Performed TOR analysis and comprehensive due diligence (including legal risk assessment of major PPAs) for a potential bid by our client for the capitalization of a new state-owned power generation and commercialization company. Client opted not to submit a bid and the capitalization never took place.

Performed comprehensive due diligence for and advised and represented our client in the submission of a private offer to purchase trust or stock interest in entities controlling or owning three 400 MW gas-powered generation facilities. Commercial agreement was not reached.

Performed TOR analysis and performed main risk due diligence for potential submission of a private offer by our client to purchase an interest in a state-owned 2,085 MW power generation company. The Colombian government suspended this bidding.

OIL & GAS

Advised and represented major O&G company operating an historical Colombian incremental oil production field under association contract regulations and policies. We advised inter alia on balance and distribution of production, applicability of industry union collective pact, and successfully negotiated early termination of the association contract.

Advised and represented major seismic prospection service company in all legal aspects of its business activity in Colombia, particularly for the oil & gas sector, including: (i) structuring of a services joint venture with a major local concern; (ii) acquisition of a shelve company; (iii) purchase of existing service provider’s local business(commercial establishment including corporate name and service contracts); (iv) successive capitalizations of project company; (v) legal support in all legal aspects of its business activity until liquidation of the joint venture SPV; (vi) counselfor establishment of new branch, representation and partial management of same; (vii) counselling for public and private bids for maritime and ground seismic prospection services, and (viii) integral legal support on contracts and subcontracts executed in awarded projects, including (covering a significant share of the offshore market and one of the country’s largest on-ground seismic contracts.

Advised a foreign oil company in: (i) legal risk due diligence pertaining to all contracts within their supply chain to minimize liabilities; and (ii) successful negotiation with suppliers and subcontractors of oil commercialization, transportation, upstream services, and O&M contracts (for more than US $30 MM).

Participated in legal teams that advised and represented a foreign oil company in: (i) successful negotiation of oil and gas commercialization and credit contracts (for more than US $40 MM); and (ii) negotiation of disputes before the National Hydrocarbons Agency (US $22 MM).

Advised and represented a foreign oil company, before the National Hydrocarbons Agency, in the qualification proceeding for participating in the Permanent Process for Assignment of Hydrocarbon Areas (PPAA for its acronym in Spanish). Company was considered qualified and eligible for participating.

Advised an international oil services company in: (i) legal risk due diligence pertaining to all contracts within their local supply chain; and (ii) successful negotiation with Colombian oil companies of gas compression and generation contracts (for more than US $20 MM).

Supported a major oil & gas service company as Colombian law expert in Federal Court litigation. An international arbitration clause in an agreement executed by our client´s former subsidiary was alleged to bind our client. The rationale was that its Colombian branch would have mandated that subsidiary to act on its behalf. If successful, that would have put our client to dispute a US $13 million claim. The Federal Court’s decision rejected the arbitration claim substantively based on our opinion on how Colombian civil law applied to the case.

Counseling of world-leading seismic studies equipment manufacturer for (i) structuring of leveraged sales in Colombia including real and personal guarantees; (ii) registration of equipment under the Colombian Unified Movable Goods Guarantees Registry (RGM).

Counseling of offshore oil & gas pumps service company on Colombian law relative to the establishment of a subsidiary, and regarding contracts and compliance with corporate, taxation, and foreign investment and exchange laws and regulations.Counseled winning bid for extended term pump maintenance contract with Colombia´s main oil producer.

INFRASTRUCTURE

Counseled an offshore national export promotion bank for two successive loans to Colombia's main natural gas transporter for financing the consummated construction of trunklines on the Colombian Caribbean coast.

Participated in the legal support team for (i) a major metro transportation system bid not awarded to the client, and (ii) principal Colombian counsel for the negotiation and execution of successive loan agreements between an offshore bank syndicate and the metro project company, including the attainment of the Colombian national government’s sovereign guarantee on the same.

Advised world-leading infrastructure equipment manufacturer regarding the placement of a major development loan for a major Colombian city’s utility to finance the equipment procurement and the now consummated construction of waterworks for a low-income district in one of Colombia’s major cities.

Advised on and represented a subsidiary of a major energy company for an unsuccessful bid for a waterworks concession to supply water to a Colombian Caribbean coast city, including the assessment of project structuring risk under complex preexisting institutional conditions.

Advised and represented in an unsuccessful bid for a waterworks and sewage concession to another a Caribbean coast city, including counsel on tariffs modification regulation over the project's term and implications of lack of prior approval for an exclusive water supply and sewage service area.

COMMERCIAL AND GOVERNMENT
CONTRACTS

Advised and represented world leading helicopter manufacturer for all legal needs of its business activity in Colombia, including (i) successive consummated bids and executed sales and services contracts with Colombian government entities, (ii) negotiation and drafting of entailed social and industrial cooperation agreement and derived agreement with Colombian government, (iii) establishment of local branch anddesign of specific foreign investment policy (iv) definition of labor contracting policies and negotiations with personnel, continued labor counsel support, and (v) advise and representation for successful dispute resolution procedures before Colombian government.

Advised and represented a world leading personal identity systems company for: (i) successful competitive bidding and subsequent contract negotiation with the Colombian national registrar’s office for a new citizens' identification system contract, comprising the supply and installation of a factory for producing citizenship cards using leading edge safety and encryption software, the transfer of know-how for operation of the system, and the turnkey delivery of same; (ii) successful defense against class action suit involving injunctive measures brought on our client by the government entity’s union for alleged violation of collective rights, demanding contract termination without indemnification; and, (iii) successful settlement of civil litigation regarding a plaintiff’s claim to be compensated for an alleged right to have supplied the factory equipment.

Advised and represented major international charge card issuer in all legal aspects of the foreign currency card and local card licensing business regarding Colombia including: (i) successful unfair competition complaint against market dominant competitor card issuer’s clause prohibiting banks from issuing other cards in Colombia (done as part of an international strategy launched by the client in Latin America); (ii) integral taxation and FX counsel for compliance with Colombian law; (iv) termination and settlement of representative agreement negotiations; (iii) appointment of new representatives in Colombia; (iv) termination and appointment of Colombian banks acting as payment managers; and, (v) appointment of a franchisee bank for local card issuance.

Advised and represented word-leading elevator manufacturer and services provider in all legal aspects of its business activity in Colombia, including: (i) branch compliance with Colombian laws and regulations; (ii) relationships with local contractors including: tendering, bidding and contracting before private and public parties; (iii) sale of ownership in foreign parent of Colombian branch to its executives and local investor; (iv) settlement of pensions liability with Colombian social security system; (v) distribution, technical assistance and intellectual property licensing agreements; (vi) Colombian law expert counsel for tort liability suit in United States court;and, (vii) relationships with local sales agents including termination negotiations; and,(viii) representation for arbitration suit filed by prior alleged commercial agent.

Advised and represented world leading HVAC equipment manufacturing and marketing corporation in all legal aspects of business activity in Colombia, including: (i) acquisition of a minority shareholder stake in Colombia's main HVAC equipment manufacturing and marketing corporation, while retaining licensor and supplier position (ii) acquisition of a majority shareholding position in the same corporation; (iii) acquisition of total ownership by Carrier affiliates of stock in the same corporation and transformation into a limited liability company; (iv) closing of manufacturing activities in the same corporation (counsel for termination of labor contracts); (v) liquidation of the company (as liquidators and executors); and, (vi) legal advice in cross-border transactions.

Advised and represented a petrochemical company regarding the retrieval of eight tall ovens destined to an oil refinery in Venezuela. These were produced by a bankrupt Colombian metalworks company located within a Caribbean port industrial free trade zone. Our services included: (i) negotiation of financing conditions for the final production of ovens by the metalworks company even though in bankruptcy proceedings; (ii) negotiation of payment conditions and other accessory obligations with the industrial free trade zone for it to authorize the exportation of the ovens our client; and (iii) negotiations with the supplier of temporary employees to the metalworks company for it have desisted the judicial attachment of the ovens.

Advised and represented major multinational companies for successful termination of Colombian commercial agency agreements in the consumer credit, aviation, aircraft equipment supply, elevator equipment and technical services sectors, among others.

Advised U.S. companies performing foreign aid projects in Colombia regarding the establishment of business and special exonerations on foreign exchange, taxes and permitting. Structuring of labor policies considering nature of projects, Colombian law and corporate policy.

Advised and represented world leading aircraft engine manufacturer for (i) negotiation and drafting of social and industrial cooperation – “offset” agreement and derived agreement with Colombian government, and (iii) counsel for participation as creditor in airline insolvency proceeding.

Advised major corporation on Colombian law and regulation applicable to contracting and funding of tests for infectious-contagious diseases. Adaptation of template agreements to Colombian law and health regulations. Representation of client before several Colombian health services entities for negotiation of large-scale lab testing pertinent to national screening programs.

Advised and represented international fast-food franchise for the successful establishment of the first such franchise in Colombia, including having presented a business plan to the Colombian government for the approval of foreign currency royalty remittances during the country’s foreign currency control period.

Advised major human resources procurer in assessing standing arrangement with Colombian labor intermediary, terminating same and directly rendering services.

CORPORATE & BANKRUPTCY

Advised a major EPC company (i) for the establishment in Colombia of a branch; (ii) continued legal support for this branch’s corporate, EPC contracting and permitting and labor matters, as well as for its labor law compliance; (iii) liquidation of original branch; (iv) establishment of new parent company’s Colombian branch reflecting its acquisition of the prior company worldwide (v) continued legal support for the new branch as in (ii) above; and, (vi) legal support for liquidation of branch.

Advised and represented world leading power company in: (i) the establishment of corporate group parent company in Colombia; (ii) advise on potential corporate merger structures involving all historical Colombian affiliates; and (iii) advise on tax treatment consequences in Colombia of parent company split-off.

Advised and represented mayor mining company for consummated transboundary purchase of majority interest in and subsequent acquisition of sole proprietorship in the parent of a Colombian subsidiary holding special production permitting in the Colombian defense sector. Continued counsel to owner company on its foreign investment and FX requirements and compliance.

Advised and represented successive US Government contractors for establishing corporate and tax presence in Colombia applying special provisions in current aid and narcotics interdiction agreements between both countries.

Advised and represented purchaser in domestic implementation of major transboundary merger between European parties: (i) advise to Colombian antitrust authority, (ii) transfer of local business, (iii) employer substitution of absorbed company´s employees.

Advised and represented a major commodities trader for: (i) its participation as main creditor in a major coal producer and exporter' creditors arrangement proceedings before the Colombian bankruptcy authority; (ii) arbitral and civil suits against coal supply agreement guarantors; (iii) sale to a foreign investor of our client’s interests in the bankruptcy and the litigations; and (iv) follow-up of purchaser compliance with post-assignment obligations.

Advised and represented major Colombian corporations in bankruptcy for reorganization and windup proceedings across sectors in the Colombian economy including steel works, manufacturing, printing, energy, oil & gas, and agroindustry.

Advised and/or represented foreign creditors in debtors´ bankruptcy and reorganization proceedings in the mining, oil & gas, and air transportation sectors of the Colombian economy.

AERONAUTICAL SECTOR

Advised and represented major airline for (i) preparation and submission of operation permit request before Colombian civil aeronautics authority who granted: successive international routes towards Colombian ports; (ii) ongoing support for legal aspects of airport and aeronautical operations; (iii) establishment and registration of Colombian branch, and ongoing corporate law support for branch functioning requirements before Colombian authorities; (iv) counsel onColombian regulatory tariff and other aeronautical charges; (v)assessment of tax requirements under Colombian law including negotiation with Colombian authorities regarding the applicability of overall international treaty tax exclusion on local taxes; and, (vi) definition of labor contracting policies and negotiations with initially engaged personnel, ongoing labor counsel support.

Advised and represented major airlines for negotiation of passenger travel and cargo GSA Agreements, appointments of GSA, ongoing relationship with GSA until terminations, negotiation of terminations including settlement of “commercial severance” under Colombian law.

INFORMATION AND COMMUNICATIONS
TECHNOLOGIES

Advised and represented major service company before the Colombian Ministry of Communications and the Colombian Civil Aeronautics Authority for obtainment of radio-electric spectrum frequency for on-route air navigational control, including (i) promotion and counseling of the execution and registration of a long-delayed inter-administrative agreement between the said entities for the assignment of the bandwidth for radio-electric spectrum for aeronautical uses; and then (ii) filing and obtainment of a frequency for our client’s services. This unblocked the processing of over 700 frequency licensing requests backlogged over the years.

Advised and represented our client in the submission of a private offer to purchase majority share block in Colombia's main cable TV operator, involving several added value services. Commercial agreement was not reached.

Advised and represented a major hedge fund in its offer to purchase majority interest in a Colombian private-owned major cable tv company, including comprehensive due diligence and contract negotiation. Client opted not to purchase considering general risk.

Advised and/or represented major Colombian telecommunications sector entities and other corporate clients listed below regarding: (i) legal risk due diligence pertaining to all contracts and documentation held in their supply chain to minimize exposure and liabilities; and (ii) the negotiation of updates/upgrades with suppliers and subcontractors.

Advised on the standardization of IT vendor agreements and templates to be used thereon. The compilation, review, analysis, and preparation of templates covered the following agreements: hardware purchase, software licensing, IT maintenance, professional services, outsourcing and systems integration.

Performed due diligence on Colombian legal risk of potential upstream transboundary acquisition of mayor satellite TV company. The transaction was not consummated.

Advice for and drafting of special distribution channel contracts for mobile cellular telephony equipment and services, and extension of counsel to general commercial contracts.

 

 

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