Investment in Venezuela has greatly diminished, yet ownership of many companies has changed, and most of our work still focuses on the purchase and sale of companies and business assets, availed by our prior experience in some of the largest and most complex company acquisitions made in Venezuela —both negotiated and hostile.
More recently, in the last few years we have represented groups of majority shareholders in the sale of their controlling interest in local banks and insurance companies. We represented the buyers of one the largest automobile assembly plants in Venezuela. We worked for a leading engineering and construction company in the sale of its affiliates with ongoing contracts for projects in Argentina, Colombia, Mexico and the U.S. We assisted the buyers of Venezuela’s largest entertainment company in the purchase of a nationwide network of movie theatres, and the purchase of entertainment companies in Argentina, Brazil, Panama and Peru, and we assisted a leading multinational company in the sale of Venezuelan subsidiaries to local staff (a management buyout).
We have also represented multinational companies in the sale of their subsidiaries or business units as part of global transactions; and in the purchase of companies in their local supply chain, to re-invest profits that could not be remitted abroad. We have worked on several mergers, including the simultaneous merger of six operating companies with different shareholders into one surviving entity owned by all of them. We have worked with clients in the streamlining of their businesses, including the closure of their plants.
We have also worked on the creation of special-purpose joint ventures, in restructuring of corporate groups with assets in Venezuela to protect them from the risks inherent in the Venezuelan market, and in transferring the shares of companies domiciled in Venezuela to holding corporations created in other jurisdictions.
Over the years, we have assisted buyers, sellers and occasionally the company to be sold, in the creation and implementation of cost-efficient strategies to accomplish the proposed transactions, rationalizing their tax impact within the alternatives legally available. We have extensively worked on competition law analysis, due diligence reviews, and in the agreements that are commonly used in M&A transactions, such as non-disclosure agreements, letters of intent, memoranda of understanding (MOUs), stock purchase agreements, asset purchase agreements (and their detailed schedules and exhibits) as well as the numerous types of ancillary agreements typically needed.
Later, after the closing takes place, we have worked with our clients in the reorganization of their entities, and we have assisted some of them in connection with claims arising from the transaction. In many of those transactions we have worked with investment banks, financial advisors, human capital specialists and external auditing firms.
Finally, but by no means least importantly, we know that deadlines are essential in M&A transactions —and we deliver our results on time. We are familiar with the needs of our clients, as required by their in-house counsel, their law firms in other jurisdictions, and their finance and tax officers, compliance officers, and human capital teams. And we have worked together with our clients’ corporate affairs officers in their relations with governmental authorities, news media, labor unions and other third parties that must be taken into consideration once the transactions take place and are known to the public.