Mergers & Acquisition
Jaime Herrera
jaime.herrera@phrlegal.com
Odinsa
Posse Herrera Ruiz has advised Odinsa in two separate one-of-a kind transactions involving the creation of investment platforms for roads (2) and airports (1). Each transaction comprised the initial sale of 50% of Odinsa’s stake in both road and airport concessions to Macquarie. Simultaneously, both Macquarie and Odinsa contributed their participations to newly formed investment funds, allowing follow-on investments and the expansion of each investment platform.
Tax
Juan Guillermo Ruiz
juanguillermo.ruiz@phrlegal.com
Amazon
We provided advice on the definition of the most tax efficient structure for the sale of goods through their platform in Colombia and their retail operations by way of local stores in the country. The complexity associated with this advisory stem from the existence of different business models and payment structures that implied different treatments and formal obligations. Having local and international retail sales both in physical stores and through the platform, in different jurisdictions, require deep analysis on legal, regulatory, tax, exchange, and customs terms.
Dispute Resolution
Daniel Posse
daniel.posse@phrlegal.com
Nutresa
In the context of a hostile takeover, where Grupo Gilinski is seeking to take over control of Grupo Nutresa, Grupo Sura and Grupo Argos, claims in several courts have been initiated by Grupo Gilinski against Nutresa, Sura and Argos, with counterclaims also being filed against Grupo Gilinski.
PHR has represented Grupo Nutresa on all hostile takeover matters, including litigation about the Grupo Sura’s board decision.
Infrastructure and Public Law
José Alejandro Torres
josealejandro.torres@phrlegal.com
Industria Militar – INDUMIL
On a litigation initiated by Team Corp. – Team Group International Holding, for claims regarding an alleged commercial agency between the parties.
The claimant requests the payment of damages regarding the performance of an alleged contract for the sale of the products manufactured by INDUMIL to the United Arab Emirates.
Intellectual Property
Helena Camargo
helena.camargo@phrlegal.com
Fender Musical Instruments Corporation
We have obtained the registration of key trademarks FENDER PLAY and STUDIOLIVE.
Currently, we are seeking to overturn the denial of trademark ERIS on the grounds of trademark ARIS in class 9 owned by Diego Alejandro Aristizábal García by proving that ERIS and ARIS may coexist in view of the orthographic, phonetic and graphic differences provided by their different letters E and A, allowing consumers to distinguish them.
Additionally, that ARIS coexists with trademark ARUS (having only one different letter).
Insurance
Oscar Tutasaura
oscar.tutasaura@phrlegal.com
Cerro Matoso S.A.
We advise the client on an ongoing basis regarding insurance issues for the structuring of its service providing contracts.
Also, we have advised them concerning a dispute with ABB in Norway for the supply of a transformer that was faulty.
Competition, Consumer Protection and Data Protection Law
Jorge de los Ríos
jorge.delosrios@phrlegal.com
Jerónimo Martins Colombia
Currently advising Jerónimo Martins Colombia on its nationwide expansion plan. The expansion plan entails the acquisition of control of over 80 retail stores nationwide operated by Traditional Channel retailers. As of December 26, 2022, more than 60 merger control proceedings before the Superintendency of Industry and Commerce have been successfully completed.
Finance and Capital Markets
Mariana Posse
maiana.posse@phrlegal.com
Puerto Bahía Colombia de Uraba S.A.; Puerto Antioquia Holdings S.A.S.; Agrícola Santamaría S.A.S.; CMA-CGM S.A.; C.I. Tropical S.A.S.; C.I. Unión de Bananeros de Urabá S.A.; Eiffage S.A.; Pio S.A.S.; Puertos Inversiones y Obras S.A.S.; Sociedad de Comercialización Internacional Banafrut S.A. and Termotecnica Coindustrial S.A.S.
Legal counsel to Agrícola Santamaría S.A.S., CMA-CGM S.A., C.I. Tropical S.A.S., C.I. Unión de Bananeros de Urabá S.A., Eiffage S.A., Pio S.A.S. Puertos Inversiones y Obras S.A.S., Sociedad de Comercialización Internacional Banafrut S.A. and Termotecnica Coindustrial S.A.S., as sponsors, and Puerto Bahía Colombia de Urabá S.A. as concessionaire, in the closing for the senior loan disbursement by Inter-American Investment Corporation, Inter-American Development Bank, China Co-Financing Fund for Latin America and the Caribbean, Banco de Comercio Exterior de Colombia S.A. Banco Davivienda S.A. and Financiera de Desarrollo Nacional S.A. and the mezzanine loan disbursement by Global Infrastructure Partners pursuant to which the sponsors and the concessionaire will develop the Puerto Antioquia Project.
Posse Herrera Ruiz also acted as Colombian legal counsel to Agrícola Santamaría S.A.S., CMA-CGM S.A., C.I. Tropical S.A.S., C.I. Unión de Bananeros de Urabá S.A., Eiffage S.A., Pio S.A.S. Puertos Inversiones y Obras S.A.S., Sociedad de Comercialización Internacional Banafrut S.A. and Termotecnica Coindustrial S.A.S., in the transactions leading to the effective initial investment in the Puerto Antioquia project pursuant to a previously announced investment agreement involving, among other actions, the entry as shareholders in the Puerto Antioquia project and the execution of the relevant shareholders’ agreement.
Energy and Natural Resources
Álvaro José Rodríguez
alvaro.rodriguez@phrlegal.com
OXY
We have advised Oxy (through its subsidiary Anadarko Colombia Company) in a farm-out agreement with the State Oil Company Ecopetrol for the transfer of a 40% stake in offshore blocks COL1, COL 2, COL6 and COL 7.
Importance: This is important given that recent discoveries in the area suggests there may be available gas province which would be of strategic importance to the energy transition of Colombia.
Land Use, Urban Planning and Development
Andrés Montoya
andres.montoya@phrlegal.com
Phoenix Tower International
Legal advice on the acquisition of 628 rooftop sites from Colombia Telecomunicaciones (Telefónica Colombia). Our involvement included the negotiation of the asset purchase agreement for the purchase of the equipment and the ancillary contracts that applied to the transaction such as leaseback of infrastructure to Telefónica, assignment of ground leases, and execution of new ground leases when applicable. Furthermore, we prepared the antitrust filing required to notify Colombian authorities of the transaction and are currently (post-closing) performing the due diligence on the acquired assets.
In addition to this, we assist Phoenix Tower with its day-to-day growing strategy and due diligence for several additional sites.
Labour & Immigration
Vicente Umaña
vicente.umana@phrlegal.com
Carcafé
1. We have advised our client Carcafe in an appeal against a ruling that forced the reinstatement of a worker and the payment of salaries and a compensation for firing without just cause.
The appeal was ruled in favour of our client, thus freeing them from the obligation to pay out the initial amounts and from having to reinstate the worker.
2. The firm advises Carcafé with regards to all the stages of the administrative investigation and collection action against the client, initiated by the largest Pension Fund in Colombia, in connection with a pension liability that amounts to approx. USD 300,000.
During the process, we have assisted the client structuring its defence before the authority and reducing the amount of the pension debt over the years.
Environment and Sustainability
Álvaro José Rodríguez
alvaro.rodriguez@phrlegal.com
Unilever Andina Colombia
We have advised Unilever Andina on all day-to-day environmental matters relating to its manufacturing operations and the management of controlled substances required for its production processes, in order to ensure its compliance with laws and regulations applicable to its activities while avoiding the occurrence of possible legal contingencies.
Within this advisory, we have also assisted Unilever Andina with the legal aspects of the transfer and reorganization of its environmental assets, including, among others, its key operating environmental permits and authorizations, as a result of its merger with Unilever Colombia SCC SAS in an M&A operation. Unilever Colombia SCC SAS was the company which formerly developed the manufacturing activities in Colombia.
In addition, we have advised Unilever Andina on the transfer of some of its environmental assets due to the sale of one of its production plants, located in Cali, to the internationally recognized dairy company Upfield, which seeks to consolidate its presence in Colombia.
Corporate Law
Jaime Herrera
jaime.herrera@phrlegal.com
Unilever Andina Colombia
In the asset sale of its spreadable factory and business located in Cali, Colombia. The purchaser was the local subsidiary of UPFIELD, one of the largest plants based consumer product multinational company.
