Sponsored briefing: M&A in the Dominican Republic

Sponsored briefing: M&A in the Dominican Republic

Alburquerque discusses the creation of new M&A structures in the Dominican Republic

Upon overcoming the 2020 pandemic period, the Dominican Republic has experienced a significant increased activity in the creation of new M&A structures. These operations have been mainly motivated in growth seeking, as means of the businesses to diversify their activities; or in the search of resources, to speed up the post-covid recovery; and lastly to look for new ways of investment by shareholders seeking to change or expand their strategies.

Legal scenery

In the Dominican Republic, the processes for mergers and acquisitions are mainly regulated by the Commercial Societies Law No. 479-08 of 11 December 2008, modified by Law 31-11 of 9 February 2011. Law 479-08 establishes the possibility to transfer the patrimony of one or more company into a pre-existing company or within the creation of a new special purpose vehicle.

Other than defining the process, there are no specific provisions regulating, prohibiting, or restricting mergers and acquisitions in the Dominican Republic. Nevertheless, it is relevant to consider specific sectors and industries where special laws establish a previous authorisation or communication to be provided before the regulated authority, and define, either directly or indirectly, the management process thereto. Among them, we find the following regulations:

  • General Electricity Law No. 125-01, empowers the Superintendent of Electricity to authorise mergers and acquisitions for electric companies.
  • General Telecommunications Law No. 153-98, requires telecommunication providers, the authorisation of the INDOTEL for the transfers, use or ownership of the concessions and licenses granted for operation.
  • Financial Monetary Law No. 183-02, demands the prior authorisation of the Monetary Board for mergers, absorption, and excision of financial entities.
  • Insurance and Surety Law No. 146-02, requires companies to apply for authorisations, prior to any transfer or acquisition of shares, as well as for mergers before the Superintendence of Insurances.
  • Securities Law No. 19-00 and its modification by Law No. 249-17, where the National Council of the stock market must know and approve any process related to merger or change of control over the participants of the securities market. Concerning the investment funds, the Superintendency of Securities must approve the process.

Regardless of the industry or sector, in every M&A transaction, it is also recommended to consider Law 42-08 of Competition, which contemplates the basis of every transaction that must be executed within the terms of fair competition. This law, however, does not prevent companies from entering a process of reorganisation or acquisition.

On the other hand, it is mandatory to move forward under the magnifying glass of the recently approved and in force Law No. 155-17 against money laundering and financing of terrorism, which prohibits cash payment for probably every transaction that include the transfer of goods, and also demands the stakeholders involved in an M&A process, lawyers included, the proper execution of a due diligence.

Tax neutrality

As a result of this dynamism of transactions, the Dominican tax administration has recently provided General Norm No. 1 of 4 January 2022, related to reorganisation of companies. This legislative piece comes to complement the Dominican tax code, the Law of Companies and the decree No. 408-10 related to business reorganisation. In particular, the object of this law seeks to establish the conditions for the application of fiscal neutrality at the procedures of reorganisation of commercial societies, including the request of approval before the tax administration, the taxes to be exempted, the transfer of assets, and the criteria to be fulfilled to be considered a neutral operation, as well as the post-operation effects.

Of such relevance have become the M&A transactions in the country, that the norm also considers for the first time the establishment of special particularities to accept transnational business reorganisations considering the fiscal neutrality, in the case of assets and liabilities if the foreign company has a legally created permanent establishment in the country. Nevertheless, the transactions or reorganisation processes between companies, national or foreign, related to change of ownership, shall not be considered as neutral operations.

Due diligence

The performance of an adequate due diligence process is always recommended, before executing any transaction related to any merger or acquisition process. In our firm’s experience, some of the most relevant areas of analysis via a process of due diligence should include:

  • Corporate status of the companies involved. Including, not only the bylaws and fulfillment of formalities by the involved parties, but also a review of any shareholders agreement that may consider any restriction or a specific procedure for this type of operations.
  • Financial and tax situation of the companies and the assets involved.
  • Operational and contract relations, including their obligations and possible impact on the transaction (including licences or concessions).
  • Environmental issues, risks or contingencies, variable according to the type of business and transaction.
  • Ownership of real estate property and moveable assets, as well as their status, liens or encumbrances, warranties.
  • Litigation and conflict solution procedures, open or imminent.
  • Licenses, permits, concessions.

For these activities, it is necessary to count on local expert advisors, from legal to tax to special matters consultant in some cases, to secure a successful transaction and long-term tranquility on a post-operation business.

M&A perspectives

Despite the current panorama does not reveal major deals M&A transactions in the last couple of years, there has been a great dynamism in the country concerning M&A projects for medium-sized and big multinational companies, including mostly the execution of transactions to absorb or acquire shares and assets from locally established companies, and to expand activities in the country and the region.

The direct foreign investment during the last period of April 2021-September 2022 reflects a sustained increase in areas of energy tourism, industrial, mining, real estate and free zones according to our central bank statistics department. This dynamic reflects the implementation of M&A strategies and structures to make the investment a reality. As witnesses and part of transactions of this nature, we assure there is certainty and legal security for this type of operations to continue.

Authors


Jose Manuel Alburquerque Prieto
Managing Partner


Gina A. Hernandez Volquez
Corporate Business Partner

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Sponsored briefing: M&A in troubled waters? Bridging the value gap

Sponsored briefing: M&A in troubled waters? Bridging the value gap

Dentons’ James Vernon reflects on how difficult economic conditions are impacting the M&A market

Geopolitical and economic volatility continues to impact the global M&A market, driving uncertainty around asset valuations. In brokering deals against this backdrop, there is an increased emphasis on the need for parties to navigate valuation gaps. In response to this, we are seeing the use of contingent consideration structures, as well as elements of non-cash consideration, feature more prevalently in M&A transactions. Continue reading “Sponsored briefing: M&A in troubled waters? Bridging the value gap”

Sponsored briefing: Extraordinary times

Sponsored briefing: Extraordinary times

Dominic Griffiths, Mayer Brown’s London managing partner, discusses bolstering the corporate practice and getting the cultural fit right

You have been London managing partner for a little over a year now. What have been your personal highlights?

Dominic Griffiths (DG): We have continued our growth trajectory over the last couple of years, in particular our revenue growth. It’s one of the fastest growing offices of Mayer Brown globally, which we’re very pleased with, of course. When I started in the role, I set out three important areas for development and one of them was high quality lateral hires. That was top of my list, and we have successfully continued that process. In the last 24 months, the London office has welcomed 11 lateral partners in key specialisations including banking and finance, private equity, investment funds and litigation and, during the course of 2022, we hired Peter Pears, a capital markets partner from Clifford Chance – he is one of the leading ESG advisers to the capital markets industry. We hired Neil Hamilton, a senior securitisation and regulatory partner, also from Clifford Chance. He is focused on providing bespoke regulatory support for our big structured finance roster of clients. We hired Matt Griffin from White & Case, the European head of its funds practice. He is an excellent, high-level, practitioner who adds to our broad scope of activity in fund formation and funds advice for our big corporate clients. We hired Airlie Goodman from Linklaters. I’ve worked with her personally, even though I’m a transactional lawyer, on a big litigation matter. She is an absolutely exceptional litigator. She fits very well in our elite litigation team. We also hired Ronan Mellon from DLA Piper. Ronan and I worked together many years ago at White & Case. It makes me feel a bit old because he was a junior lawyer then and he’s been a partner for ten years now. He has hit the ground running and he’s had some very successful transaction closings already. Last but not least, Paul Rosen from Katten Muchin Rosenman UK came over into our fast-growing private equity team.

How has the London office performed relative to your expectations?

DG: The last few months have been extraordinary times in the markets and we track those markets closely. Mayer Brown, in New York and London in particular, defines itself as being strong in financial services, with the majority of our partners and practitioners focused on this sector. It has been a very strange market. We saw a decrease in the amount of leverage being provided by banks from around September last year. We were looking very closely at credit funds because we have a lot of fantastic work with credit funds to pick up in that space, but, actually, the expectations of the market have not really been met with regard to the amount of leverage required for a really strong and active market. Notwithstanding all of that, we have a very good private equity and leveraged finance practice, which has remained strong and busy because there are more deals in that market. We’re very well hedged in relation to a market like this. We’ve got an extremely strong restructuring team, which is beginning to get really very busy over the last two or three months and we’ve also got a very large litigation group.

What are your ambitions over the next few years? Is there an area you feel needs to be invested in?

DG: My predominant focus is corporate M&A and private equity. Alongside that, there are a number of other areas which we may enhance. Our litigation team is doing incredibly well but if there’s an opportunity to enhance that further we might add one or two new partners in that area. But we feel that what we need now is to grow our corporate team to match the size and success of our finance and litigation teams.

‘We’re very good at identifying the right cultural fits in terms of people joining the firm, at the most junior level right up to the most senior partners we hire laterally.’
Dominic Griffiths, Mayer Brown

I feel very strongly that it is not just about increased profitability; it’s also about increasing personal capital. Having a really diverse strong group of lawyers and people in business services who love working in the firm. This place has an incredibly strong and healthy work culture. We concentrate on things like mental health and equality, in particular in senior roles and for women and other people with protected characteristics. My ambition in that area is not just to improve the situation of my own law firm, it is to improve the profession.

What is your elevator pitch for attracting new recruits?

DG: We’re very good at identifying the right cultural fits in terms of people joining the firm, at the most junior level right up to the most senior partners we hire laterally. It’s important to identify that. That also means hiring a good diverse group of people and making it a welcoming environment on arrival. We’ve got good levels of retention in this office. People enjoy working here, but also socialising with each other. It’s a friendly, open environment. It’s a flat structure in terms of management. Hopefully management is approachable and accessible and the partners treat their associates as adults and not as second class citizens, which can happen in our profession. It’s incredibly important to consider that we’ve got the best people in business services. Business services individuals are treated with the utmost respect and in an equal fashion to lawyers.

How has the war in Ukraine impacted the practice?

DG: We had no operations in Russia and therefore very minimal levels of exposure, in relation to the war in Ukraine. But we have seen a significant uptick in work in areas like sanctions and disruption to supply chains and disputes. So, there has obviously been a slight change in the type of work that we have been doing.

How would you define the firm’s culture?

DG: Being in the trenches together, collegiality in the face of stressful circumstances, pulling together and getting deals done, and rewarding people for it. We have a good collegiate environment where people are supportive of each other. We also have a balanced culture between the meritocratic and entrepreneurial nature of a US-centric law firm and the collegiality and traditional aspects of a traditional English law firm.

How do you think the firm’s brand is seen in the market and what would you change about that perception?

DG: We believe the market thinks of us as having very high calibre lawyers who work on some of the best mandates available in transactional work and in disputes. We’re considered to be a very reliable law firm in taking on highly complex work and getting deals over the line.

What does the firm need to do to fulfil its ambitions in London?

DG: Top-quality lateral hires and getting the message out there that we are exceptionally good at dealing with highly complex transactional and disputes work. It’s all about growing and strengthening our corporate practice. Maximising the potential we have across our network. We already work very well together on a transatlantic and international basis, but we can always do better in that respect. So, ensuring that we are doing enough in terms of working together with teams outside of London and that there’s enough cross departmental co-operation, there’s a lot of that already happening in this firm.

‘We’re considered to be a very reliable law firm in taking on highly complex work and getting deals over the line.’ Dominic Griffiths, Mayer Brown

What will working life look like in the coming years?

DG: Hopefully a workable hybrid model where we can ensure that we integrate to work on a remote basis, but also have an office space and environment which is attractive and congenial enough for people to want to come to the office more regularly than not. Ensuring that people are getting the best possible training and good personal interaction, which of course is very good for one’s mental health. Also meeting with clients, a number of whom are back in the City and are operating as they used to do. There has been an enormous uptick in the use of technology and AI. I do believe however, that while we are fully dedicated to innovation and incorporating new ways of working, our clients do expect a traditional type of professional working for them. There’s a really good opportunity to look at technology and advanced technology to lower cost and increase efficiencies in terms of productivity and delivering advice to clients. However, we need to appreciate that it is only appropriate in certain areas and there will be plenty of areas where traditional, bespoke advice would be required.

What have been the standout matters that demonstrate Mayer Brown’s strengths?

DG: Waterwheel Capital Management – our securitisation team advised on three multi-billion dollar deals in 2022, each demonstrating its prominence in innovative top securitisation mandates in the European and global markets. One was for WCM – a defining transaction in the de-risking of the revitalised Greek banking system and one of the first transactions to receive a guarantee from the Greek State under the Hellenic Asset Protection Scheme.

Beazley Catastrophe Bond – we advised Beazley following a £350m institutional placement, subscription and retail offer in November 2022 and then, in December 2022, on the launch of the world’s first cyber catastrophe bond which was defining for the market. This was led by partner Colin Scagell and his team.

VAALCO – we advised this world class energy company, which wanted to expand and facilitate greater exploration opportunities. It identified TransGlobe – which had assets in Egypt and Canada and listed in Toronto, on New York’s Nasdaq, and on London’s AIM – as its partner of choice. Led by partner Kate Ball-Dodd, the deal involved six jurisdictions across both developed and developing markets, five stock exchanges and was unparalleled in its complexity.

Interview conducted by Holly McKechnie

For more information, please contact:

Dominic Griffiths, London managing partner
Mayer Brown
201 Bishopsgate
London EC2M 3AF
United Kingdom

T: +44 20 3130 3000
E: dgriffiths@mayerbrown.com

www.mayerbrown.com/en

Sponsored briefing: Green bonds: the future of equity financing?

Sponsored briefing: Green bonds: the future of equity financing?

1. A BURGEONING INDUSTRY
Green bond issuance is expected to balloon over the next few years. On a global scale, predictions for 2023 alone estimate up to $600bn will be raised from green bonds, with Europe playing a leading role in this. The European Commission will fund up to €250bn over the next few years by issuing NextGenerationEU green bonds, making the EC the largest green bonds issuer in the world. Greece is expected to raise substantial amounts through green bonds in order to reduce greenhouse gas emissions by 55% by 2030 and achieve net-zero by 2050. Continue reading “Sponsored briefing: Green bonds: the future of equity financing?”

Sponsored briefing: The importance of the Greek jurisdiction and Greek law in international shipping disputes

Sponsored briefing: The importance of the Greek jurisdiction and Greek law in international shipping disputes

Alexander C Dovles, partner at Saplegal – A.S. Papadimitriou & Partners Law Firm, outlines why knowledge of the Greek jurisdiction and law is often crucial in shipping disputes

Historically, Greece has always been a maritime nation, which is distinctly reflected in the modern Greek economy. Undoubtedly, Greece remains today the top ship-owning nation in the world, since the Greek shipowners with their 5,514 ships currently control approximately 21% of the global fleet. Continue reading “Sponsored briefing: The importance of the Greek jurisdiction and Greek law in international shipping disputes”

Sponsored briefing: France: new regulations on shortages of health products and new challenges for the life sciences sector

Sponsored briefing: France: new regulations on shortages of health products and new challenges for the life sciences sector

Diane Bandon-Tourret, partner and head of the life sciences practice at LexCase, and Tamara Milano, associate in the life sciences practice, consider new regulations in France aimed towards avoiding shortages of medical products

These last years, shortages became a major public health concern, highlighted by the Covid-19 crisis and the current shortages of major medicines. As a result, adoption of new regulations to prevent shortages have become a priority for many countries. In the EU, new regulations have strengthened shortages prevention, such as Regulation (EU) 2023/607 which extended the validity period of CE certificates issued under the previous regulation to avoid the unavailability of medical devices (MDs). In France, regulations on shortages recently evolved in the field of medicines, MDs and in vitro diagnostic devices (IVDs). Continue reading “Sponsored briefing: France: new regulations on shortages of health products and new challenges for the life sciences sector”

Sponsored briefing: Legal tech: Opportunities abound from AI 1.0

Sponsored briefing: Legal tech: Opportunities abound from AI 1.0

Kriti Sharma, head of product, LegalTech at Thomson Reuters explores how the legal sector must respond to the AI revolution

Kriti Sharma is an overachiever, having held senior tech and advisory roles at HSBC, Sage, the UN and Barclays, and been named among Forbes’ 30 under 30 list. She still heads up an NGO she founded called AI for Good. Now, she is also chief product officer, legal tech at Thomson Reuters. Continue reading “Sponsored briefing: Legal tech: Opportunities abound from AI 1.0”

Sponsored briefing: Q&A with Darren Kantor, director, global head of legal tech implementation and recruitment at Jameson Legal Tech

Sponsored briefing: Q&A with Darren Kantor, director, global head of legal tech implementation and recruitment at Jameson Legal Tech

What have been the main trends in legal tech recruitment over the last year?

We have seen legal tech employers place greater emphasis on technical skills, such as coding, data analytics, and artificial intelligence. This reflects the need for legal tech professionals who can effectively develop, implement, and manage technology solutions.

What we are really proud of in the legal tech space is the growing recognition and importance of diversity and inclusion.

Many legal tech employers are implementing strategies to foster a more inclusive workplace.

Have you seen demand increase for legal tech professionals?

I think with the ongoing digital transformation in the legal industry, there has been a growing demand for legal tech professionals. This trend was really fuelled by the pandemic, where there had almost been a pause on new projects, and once we came out the other side, the market just exploded – so many tech companies creating innovative products and solutions, and law firms and corporate legal teams wanting to be at the forefront of this tech. However, with all this tech available, the one thing that is always imperative is that you must have the right people in place to implement and help with the adoption of technology in the legal sector. This market has been quick to realise that tech and the professionals running this tech come hand in hand, which is why there is such a demand for legal tech professionals right now.

What have been the biggest drivers of activity?

Some of the biggest drivers for recruiting legal technology professionals is a combination of technological innovation, changing client expectations, and the need for greater efficiency and cost-effectiveness in the legal industry.

How do you see the recruitment market evolving over the next few months to a year?

While there is still a continued demand for legal tech professionals, there is also an increased competition for talent. Therefore, we are going to see more employers looking at ways to make their organisations stand out, with benefits like employee perks, remote working, skill development, and career advancement being offered.

We are also going to see a lot more use of AI in our day-to-day tasks, from training, researching, knowledge and many more uses as the technology advances.

For more information, please contact:


Darren Kantor, director, head of legal tech implementation and recruitment

Jameson Legal Tech
24 Greville St
London EC1N 8SS

T: +44 (0)20 3950 0534
M: +44 (0)7961 153 478
E: darren.kantor@jamesonlegal.com

www.jamesonlegal.com

Sponsored briefing: Q&A with Jon Bartman, head of Jameson Legal Tech

Sponsored briefing: Q&A with Jon Bartman, head of Jameson Legal Tech

What have been the most important developments in the legal tech space over the last year?

Automation is everywhere and automation is the key word this year. This doesn’t just mean large language models, although they are important, but automation can come in many different guises. Let’s deal with the elephant in the room. GPT4 is most definitely a game changer, but the next 12 months will prove how much of a change it will bring. Finding solutions that work with the way that lawyers and the infrastructure work is crucial. Data integrity is also paramount, and of course understanding how data is stored and used is also going to play an important role. Continue reading “Sponsored briefing: Q&A with Jon Bartman, head of Jameson Legal Tech”