At AP&A we offer advice in various fields of law, such as commercial law, corporate law, civil law, constitutional law, administrative law and labor law.
Our practice includes foreign investments, mergers and acquisitions, private and public tenders, international transactions, corporate matters, financial and banking transactions, telecommunications, mass media, technology and Internet, reinsurance, labor matters, intellectual property, antitrust, privatizations and technology transfer agreements. Additionally, we provide legal advice to clients in connection with constitutional challenges, litigation, collection proceedings, product liability, administrative proceedings and regulatory matters, including fishing and entertainment.
Foreign Investments and International Transactions
At AP&A we provide foreign clients that wish to invest in the Republic of Argentina with a wide range of legal services. Our clients develop activities in areas as diverse as banking, development of industrial projects, Internet, media and entertainment, satellite and telecommunications, natural resources, automotive, reinsurance, electricity and gas distribution, fishing, food, spirits and beverages.
We assist foreign clients in designing suitable corporate structures to run their operations in the country, including forming corporations, partnerships, branches, subsidiaries, representations, licensed operations, joint ventures and corporate agreements and in the drafting and negotiation of contracts in connection with international business transactions and transfers of technology. Upon commencement of their operations we provide legal advice and services on a daily basis to the local subsidiaries or branches.
We represent clients in the international sale and purchase of goods and services, exports and imports, financing and leasing, international arbitration and antidumping.
We provide legal advice to foreign companies doing business in the Republic of Argentina, such as General Electric Co. (including its divisions and affiliates GE International Inc., General Electric International (Benelux) B.V., GE Plastics South America Ltda., Granite, GE Healthcare, Nuovo Pignone spa, GE Sistemas Médicos de Argentina S.A. among others), SES Americom, Point International, Inc., Tenneco Inc. (including two local subsidiaries, Fric-Rot S.A.I.C. and Maco Inversiones S.A.), Kodak, GKN Sinter Metals, Gilat to Home Latin America, Rockefeller & Co. and Carrefour.
Mergers and Acquisitions
This is one of AP&A’s main areas of practice. We have significant experience advising domestic and foreign clients on the acquisition and sale of local businesses and transfers of ongoing businesses. We are also deeply familiar with the practice of Common Law countries, enabling us to use the most modern corporate devices applied in USA and Europe to structure mergers and acquisitions.
We actively participate in the negotiation and drafting of contracts such as stock purchase agreements, transfers of assets and bulk transfers, shareholders’ agreements and joint venture agreements as well as in conducting extensive due diligence investigations.
The firm’s members have represented buyers and sellers in more than forty operations during the last ten years, described in the Section 4 below. Such experience has allowed us to acquire an important knowledge in usual business practices, depending on the type of operation taking place and the characteristics of the intervening parties. This offers our clients an important benefit for the negotiation and drafting of the agreements involved.
Commercial and Corporate Law
At AP&A we provide general corporate advice to our clients on a permanent basis. Our corporate practice includes incorporating, structuring and reorganizing local entities, as well as daily advice to corporate clients engaged in a wide variety of commercial activities such as Carrefour, Nieves de Mendoza S.A., GKN Sinter Metals, GTSi, PointPay, La Dolfina S.A., among others.
We provide legal advice to clients on the drafting of articles of incorporation, by-laws, shareholders’ agreements, the structuring of holding companies, joint ventures, mergers, divestitures, spin-offs, dissolution and winding-up proceedings. We also offer advice on the resolution of diverse corporate in-court or out-of-court disputes.
Partners of our firm have rendered legal advice in the negotiation and drafting of distribution and agency contracts to Seagram de Argentina S.A., GE Sistemas Medicos de Argentina S.A., Tropicana Products Inc., GE International Inc., and GE Plastics Argentina S.R.L, among others.
Financial and Banking Transactions
At AP&A we have an extensive experience representing local and foreign commercial banks, reinsurance companies, investment and merchant banking firms and corporate lenders, as well as creditors in a wide range of financing transactions. We actively participate in the drafting and negotiation of secured and unsecured loan agreements, letters of credit, securities purchase agreements, project financing agreements, manufacturer financing, equity participation in the form of common and preferred stock investments, and offerings of convertible securities, warrants and partnership interests.
We provide legal advice to Inter American Development Bank, Banco Banex S.A. and Banco Supervielle S.A. Prior to the formation of AP&A, members of the firm provided legal advice as outside counsel to financial institutions such as Royal Bank of Canada, GE Capital and Nortel.
We have cooperated with the World Bank in the analysis of different areas of Argentine Law.
Reinsurance
AP&A has a wide experience providing legal advice on reinsurance law matters. We represent leading reinsurance companies in connection with contractual and corporate issues and judicial matters, which are analyzed in our litigation department. Among the clients receiving our advice are Employers Reinsurance Corporation, GE Frankona Reassurance Ltd., Swiss Re, Swiss Re Frankona Ruckversicherungs Aktiengesselschaft and GE Insurance Solutions Inc.
Privatizations
We provide legal advice to local and foreign clients as well as to governmental bodies in connection with the privatization of national and provincial companies and private and public tenders.
During the 90´s, AP&A’s partners were actively involved in the tender and privatization process of some of the largest former state run companies in the Republic of Argentina, rendering legal advice to both the private and public sectors.
AP&A’s partners have rendered legal advice to the National Government in the change of Yacimientos Petroliferos Fiscales S.E.´s corporate structure (the largest Argentine company in terms of assets and net worth) and in the renegotiation of the contract between Iberia and the National Government for the award of Aerolineas Argentinas. Also to companies such as British Gas for the privatization of Gas del Estado (the former gas distributor in the city of Buenos Aires).
Media, Telecommunications, Technology and Internet
At AP&A we advise local and international clients on media-related issues. One of our partners has been a board member at Radio Mitre S.A., one of Argentina’s most prestigious broadcasting radios. Another member in the firm has served as general manager of the Television and Radio Argentine Broadcasters Association and as head of the legal department of Producciones Argentinas de Television (Proartel). He has also advised open television main channels.
We provide legal advice in connection with national and international telecommunication transactions and the pertinent regulatory framework. Our practice includes legal advice with respect to television and radio broadcasting, cable television, Internet data, audio and image transmission, private electronic satellite communication, space technology, telecommunications services and telephone systems and equipment.
At AP&A we play an active role in rendering legal services in connection with the interpretation and development of the current regulatory framework as well as defining strategies to provide an adequate legal structure applicable to a constantly evolving market. We assist our clients in obtaining licenses from the Federal Communications Commission and in registering equipment-manufacturing companies with the Argentine Industrial Development Agency. AP&A’s clients in this area of practice include SES Americom and Gilat to Home Latin America.
We render legal advice to local and international companies concerning protection of personal data and regulation of data bases, hardware and software contracts, digital signatures and outsourcing of information systems (ERP, CRM, EDI). In connection with Internet, we have experience in advising e-commerce, e-business, electronic payments and electronic banking projects. Also, concerning the activities of application service providers (ASP) and content providers.
We have provided counsel to national and international internet projects of diverse importance concerning the incorporation of foreign companies, negotiation of agreements between shareholders, financing of projects and permanent legal counseling.
Intellectual Property and Transfer Technology
At AP&A we provide legal advice in connection with intellectual and industrial property protection, including patents, trademarks, copyrights, trade secrets and local and international transfer of technology as well as intellectual property litigation. We render legal advice concerning the registration and protection of software, electronic publishing and data bases and contracts concerning its licensing, distribution and development. We design strategies against piracy. We render legal advice concerning the tax benefits established in the law concerning the promotion of software and domain names dispute resolutions. We also conduct trademark and trade name search and registration at the National Patent and Trademark Agency.
One of our partners has a vast experience in the field of industrial law, as well as in intellectual property law. He has provided legal advice in this area to clients such as: Laboratorios Bago S.A., Quimica Montpellier S.A., Instituto Sidus S.A., Laboratorios Casasco S.A., Dupomar S.A., Roux Ocefa S.A.
Antitrust and Antidumping Regulations
AP&A’s lawyers have provided antitrust and antidumping advice to clients in relation to their business activities as well as the enforcement of Argentina’s rules and regulations in connection therewith. The firm’s members have often filed presentations before the National Antitrust Commission in relation to sale and purchase agreements and matters concerning economic concentrations.
We have also represented clients in diverse and complex matters concerning antidumping regulations, such as the investigation of certain imports by GE Lighting.
Insolvency and Bankruptcy Proceedings
We represent clients in connection with insolvency and bankruptcy proceedings either as debtors, creditors, buyers and guarantors under the new Insolvency and Bankruptcy Law No. 24,522, as amended.
Administrative Law and Regulatory Matters
We have significant experience in administrative law and government regulation, including public tenders. We have developed excellent work relations with several governmental bodies. These include Central Bank of Argentina, Ministry of Economy, Ministry of Justice and Human Rights, National Securities Commission, Office of the Attorney General, Superintendency of Corporations, Federal Communications Commission as well as local agencies throughout Argentina’s provinces.
One of AP&A’s partners has been head of the National School of Government Attorneys and has been involved in positions such as Legal and Technical Advisor the Presidency of the Republic of Argentina and National Director for the Attorney General Office. One of AP&P members was legal representative of the Province of Jujuy in the City of Buenos Aires.
We also specialize on fishing regulations. One of our clients is Pesquera Santa Elena S.A.I.C. a leading local fishing company. One of our partners has also represented American Seafood Company.
Labor Law
At AP&A we provide labor advice to our local and foreign clients. We provide advice on the drafting of labor agreements with white collar employees (including the drafting of special provisions such as golden parachutes, stock options, bonuses, warrants, phantom rights, etc.) and represent several corporate clients in labor lawsuits in mediation proceedings in connection with labor disputes before the Ministry of Labor.
One of our members represented the employers’ party in order to negotiate collective bargaining agreements with the following trade unions: Argentine Television Union (SAT), Buenos Aires’s Press Workers Union (UTPBA); Public Show Business Worker’s Union (SUTEP); Argentine Musicians Union (SAM); Argentine Actors Association (AAA); Argentine Broadcasters Association (SAL).
The Seagram Company Ltd., General Electric Co. (including GE International, GE Medical and other divisions and affiliates), Point Pay International, Servicio Satelital S.A., Fric-Rot S.A.I.C., GTSi, Banco Banex S.A. and Banco Supervielle S.A. among others, also rely or have relied on our legal advice in connection with labor law matters.
Litigation, Collection Proceedings and Constitutional Challenges
We represent clients in a wide spectrum of litigation matters in federal and local courts as well as before administrative courts throughout Argentina.
Several members of AP&A have vast experience in filing appeals on unconstitutionality in connection with disputes that can get to the National Supreme Court for final decision and other extraordinary appeals to the Supreme Court as well as in procedures in which the National Supreme Court has original jurisdiction. In this area of expertise AP&A’s lawyers have advised not only clients but also other Buenos Aires and provincial law firms.
One of our partners is a member of the Executive Committee of the Argentine Association of Constitutional Law.
AP&A has a department which counsels companies and financial entities in matters concerning the judicial and extrajudicial recovery of their delayed credits, including restructuring of liabilities and collection of past due debts. Among others, Banco Supervielle S.A.
