Solicitors governing body: The Integrated Bar of the Philippines (IBP)
Competition authority: Bureau of Trade Regulation and Consumer Protection, Department of Trade and Industry
Financial regulator: Securities and Exchange Commission
IFLR1000 ranking categories:
Energy and infrastructure (published June) – Energy and infrastructure
Financial and corporate (published October) – Banking, Capital markets, M&A, Project finance, Restructuring and insolvency
The legal system of the Philippines is a combination of civil law and the Anglo-American common law system. But religion plays a vital part in the country and Catholicism and Islam have influenced the law to different degrees.
Family-run law firms and enterprises are an important feature of the Filipino business landscape. Major players in the country are domestic firms such as Angara Abello Concepcion Regala & Cruz Law Offices (ACCRALAW), Romulo Mabanta Buenaventura Sayoc & De Los Angeles and SyCip Salazar Hernandez & Gatmaitan who provide full service local law services.
As foreign firms are not allowed to practice in the country, some have linked up with local firms to serve clients on cross-border deals. One example is Baker and McKenzie who are partnered with local firm Quismbing Torres (QT).
Candy Chan - Journalist - Asia-Pacific
In energy and infrastructure, Angara Abello Concepcion Regala & Cruz (ACCRALaw) is strong in litigation and alternative dispute resolution in conventional and alternative energy.
The department comprises 42 dispute resolution lawyers. The firm seldom recruit lateral hires, emphasising organic internal development.
Present in the country for more than four decades, the firm has earned a reputation for natural resources and power work particularly in PPP (public-private-partnership) projects.
Highlights of 2015 include advising Petron Corporation in a Php50 million arbitration initiated by Draco; acting for SPC Malaya Power Corporation on a Php14 million civil complaint against STX Marine Service over loss of earnings and damages related to the Malaya thermal power plant.
DLA Piper services the Philippines from its offices in Australia and Singapore. The firm has experience working on transport and utilities PPP (public-private partnership) projects and renewable energy developments in the country.
“The international PPP infrastructure experience that the firm brings provides invaluable insights in structuring Philippine PPPs,” one client said,
Recent publishable work highlights for the firm include advising Dutch development bank FMO on a $15 million financing for Sindicatum’s development of the Clark solar power plant and assisting Alternergy Wind One Corporation in the development of Sambrano wind farm.
In energy and infrastructure Gatmaytan Yap Patacsil GuTierrez & Protacio works for Aboitiz Group in the energy sector, OceanaGold Philippines in mining and Ayala Land in social infrastructure.
lthough the firm saw the departure of founding member Aris Gulapa last year, it was still busy to handle a number of mandates including a public-private partnership (PPP) project on the Light Rail Transit Line 2. It acted as local counsel to the International Finance Corporation, which together with the Development Bank of the Philippines, is the transaction advisor to the Department of Transportation and Communications and Light Rail Transit Authority (the grantors).
On a separate PPP for to the development of the Sasa port in Davao the firm is also advising the International Financial Corporation.
Gulapa Law Office was established in September 2015 by Aris L Gulapa, who left Gatmaytan Yap Patacsil Gutierrez & Protacio (C&G Law) to launch the new firm. He brought six lawyers from C&G Law with him: Charmaine Haw, Melissa Chavez, Angel Machuca, Yasmin Sanchez, Aileen Sanguir and Dake Mandocdoc.
With a specialist focus on sectors like transport, social infrastructure and utilities, the firm is steadily growing into its own and representing clients include Ayala group, Aboitiz group and the APO Production Unit.
Its strength of handling Public Private Partnership (PPP) projects landed Gulapa some of the significant government projects in the last year, such as the projects relating to the Philippine E-passport project, the south integrated terminal system, the north-south rail project, and the bundled regional airport projects.
Puyat Jacinto & Santos has a strong presence in the Philippines energy market, and advised the government on the reforming the electricity sector. Its experience in the sector extends to oil and gas, renewable energy, and thermal coal work. Infrastructure wise, the firm has experience handling PPP (public private partnership) work.
The firm’s work highlights include advising Metropolitan Waterworks & Sewerage System (MWSS) on the new centennial PPP water supply project, which should ensure a long-term water supply security for Manila. Another ongoing PPP project sees the firm representing the Department of Justice on developing new prison facilities.
Quisumbing Torres, the Philippines arm of Baker & McKenzie, has been doing business in the country for nearly half a century. The firm’s energy, natural resources and infrastructure practice represents government agencies, financial institutions and foreign investors on matters in the sectors.
The firm’s work highlight include: advising Consolidated Iron Sands in discussions with the government on regulatory matters and in negotiations with its local joint venture partner; advising for two Korean lenders on investments in a waste project; and, assisting a Chinese company with its involvement in the development of a wind project in Subic Freeport.
SyCipLaw has experience in power, transport and utilities developments, and strong in BOT (build-operate-transfer) projects.
The firm’s BOT experience helped it secure a mandate representing the Light Rail Manila Corporation on the PPP project to extend the existing 15 km Line 1 by an additional 11.7 km.
Angara Abello Concepcion Regala & Cruz (ACCRALAW) strongest suits are capital markets and restructuring and insolvency but it picks up across the financial and corporate spectrum.
In banking and finance, work highlights last year include work for Japanese bank Sumitomo Mitsui Banking on the banking license application of its branch in the Philippines with the Bangko Sentral ng Pilipinas and registration with the Securities and Exchange Commission (SEC).
In project finance, the firm acted for ADC & HAS Management Services in a $390 million tender process for the Mactan Cebu International Airport advising on regulatory, labour, tax issues as well as shareholders’ agreements and consortium term sheets. Elsewhere the team acted for various public and private entities including the Philippines’ Government and the Department of Education on a public-private partnership (PPP) project for the construction of 9000 classrooms in three regions, and advised the Department of Public Works and Highways on the Cavite Laguna Expressway project.
The firm’s close connection with the Philippine Stock Exchange (PSE) and the SEC is a selling point for the capital markets team. Francisco Ed Lim who was the former President of the PSE has recently returned to the firm as a partner, while the current chairman of the SEC, Teresita Herbosa was a former partner at the firm. The firm has acted on IPO, securitisation and fund projects for the likes of Bank of the Philippine Islands (BPI) and BDO Unibank.
In M&A, as part of the global merger of parts of GlaxoSmithKline and Novartis, ACCRALAW acted as local counsel to GlaxoSmithKline on local issues.
Gatmaytan Yap Patacsil GuTierrez & Protacio, formerly known as Caguioa & Gatmaytan (C&G Law), is a full-service law firm that specialises in advising clients in the energy, mining and manufacturing sector. Key partners on the team are Jaime Renato Gatmaytan, Norma Margarita Patacsil and Aris Gulapa.
The firm has, in the past year, been active on PPP (public-private partnership) projects. Examples include work for Apo Agua Infrastructure, a consortium between Aboitiz Equity Ventures and JV Angeles Construction Corporation, on the $266 million financing of the construction and operation of a bulk water treatment facility in Davao City.
Elsewhere Gulapa acted as counsel in the joint venture between APO Production Unit and United Graphic Expression Corporation – the first joint venture between a recognised Government printer and a private printer. The team also acted for Pearson on its additional capital injection into Affordable Private Education Center, the joint venture of LiveIt Global Services Management Institute and Pearson Affordable Learning Fund.
Javier Santiago Torres & Gorriceta is a full-service law firm established in 2006. Partner Mark Gorriceta oversees the firm’s capital markets and M&A practice. Last year, the firm advised on tech start-up Xurpas’s $35 million IPO as well as Xurpuas’ $740 million acquisition of Singaporean mobile games studio Altitude Games.
Finance and restructuring are the two strongest areas of practice for Puyat Jacinto & Santos Law (PJS Law).
In banking the firm has picked up licensing work from foreign banks following the change in legislation allowing foreign entities in the sector and has acted for a number of client on the acquisitions of non-performing loans (NPLs).
In project finance, the firm is experiencing steady growth in business and regularly acts for both the government and other parties in public-private partnerships (PPPs). In one example the firm assisted Steag State Power in the $40.2 million financing for its 232MW coal fired power plant project. The firm is also acting for a Philippine-based bioenergy company on a loan facility for the development of a biofuel distillery and carbon dioxide facility.
In the capital markets, the firm was engaged in a number of note and bond issuances last year. In one example it advised China Banking Corporation, the lead arranger for STI Education Services Group’s first $65 million issuance of flexible corporate notes and the $6.5 million fixed rate bond issued by West Negros University, a subsidiary of STI.
On the M&A front, the firm was involved in a lot of non-energy projects referred by its energy clients as they divest their businesses in other sectors. It has recently acted for Universal Robina Corporation (URC), one of the largest branded food product companies in the Philippines, on its joint venture with Japanese snack food giant Calbee as well as famous Japanese noodle company Nissin Foods Holding.
Quiason Makalintal Barot Torres Ibarra & Sison (QMBTI) has a strong capital market practice. Led by securities partner Enrique Quiason, the team regularly advises on global depositary receipt issues, debt and equity-linked issues as well as public offerings. “QMBTI was able to help us negotiate better terms in our agreements,” says a client.
Though partner Ruelito Soriano has a background in tax planning, he is very active in M&A and securities offerings. Last year, he was involved in several shares issuance through private placements including the issuance of preferred redeemable shares by First Philippine Holdings Corporation (FPH) and the issuance of common shares by First Gen Corporation to its parent company FPH.
One client says: “[Soriano] identifies the issues we should focus on and suggests the best option taking into account the company's interests”
On the M&A front, Soriano assisted Cosco Capital on the $76 million acquisition of Liquigaz Philippines, the second largest LPG supplier in the country.
Being affiliated with international law firm Baker & McKenzie, Quisumbing Torres can pick up a large number of referral matters from its network. The firm has a fairly well balanced practice across the different areas of financial and corporate.
The banking and finance team is headed by Felix Sy and the firm reports more work emerging in the finance and insurance sector, particularly following the relaxation of the laws around foreign involvement in these sectors.
The firm’s energy, mining and infrastructure group has seen an increase in activity not only in the energy sector but also in public-private partnership (PPP) work following the government’s initiative to improve local infrastructure.
Elizabeth Opena is head of the firm’s capital markets team which acts on equity and debt issues.
The M&A practice is led by Pearl Liu. In a confidential mandate that involved a European solar energy company, the firm advised the client on its joint venture with a Philippine company in developing a 30MW power plant in the Philippines.
SyCip Salazar Hernandez Gatmaitan is a solid fixture in the Philippine legal landscape, and is ranked in the Top Tier across all the financial and corporate tables.
In the finance area, highlights include work for a group of banks on a $870 million loan facility for the re-acquisition of 49% shares in Philippines Airlines by Lucio Tan Group.
In project finance, the team advised Standard Chartered Bank on the financing provided to a special purpose Philippine subsidiary of Dutch holding company, Atlantic Aurum Investments for a major tollway project which connects the North Luzon Expressway and the South Luzon Expressway. Elsewhere the firm represented PNB Capital Corporation and other financial institutions in a secured term loan facility of $167 million made available to Vertex Tollways Development for the NAIA Expressway PPP (public-private partnership) project.
Mainly acting for foreign banks, funds, institutional investors and underwriters, SyCip has had a fruitful year in the capital markets. Simeon Ferrer and Mia Gentugaya advised ANZ Banking Group (Hong Kong) and Deutsche Bank in MCE Leisure (Philippines) Corporation’s issuance of $330 million in senior notes. The firm also acted for lead underwriters of Petron Corporation’s $224 million share issue.
In M&A, a high profile deal sees Ferrer involved in a high profile merger between Philippine’s two existing stock exchanges – the Philippines Stock Exchange and the Fixed Income Philippines Stock Exchange. Elsewhere deal highlights include the second investment of the PINAI fund in the Philippines through an acquisition of the operator of a primary fuel storage facility in one of the Philippines’ special economic zones, the Subic Bay Freeport Zone. The firm also acted for the investment arm of the Singapore Government – Government Investment Corporation, in relation to its $885 million investment in a 14.4% stake in Neptune Stroika Holdings.
In the restructuring space Benedicto Panigbatan, Rocky Reyes, Amer Mambuay and Ricardo Ongkiko acted on the $22 million restructuring of Nissin-Universal Robina Corporation, and separately the $3 million restructuring of Trust International Paper Corporation (TIPCO).
Zambrano & Gruba is a mid-sized, full-service law firm representing and advising clients in general corporate & commercial matters, tax, banking, finance & capital markets, and foreign investments in the Philippines. In banking, the firm advised Asia United Bank Corporation where managing partner Lily Gruba led the team in reviewing various loan and collateral documents
The firm had an impressive year in M&A advising both domestic and international clients. Domestically, the firm advised VFC Land Resources on the acquisition of a majority stake in Philippine Bank of Communications, a listed Philippine commercial bank, Elsewhere, Antero Jose Caganda led the team advising loyal client Asia United Bank Corporation on the acquisition of a Singapore-based and licensed remittance company.