Corporate Finance & Securities

Soley, Saborío, Fallas & Asociados provides corporate finance and securities law services to domestic and international clients, as well as particular projects.

Our firm provides services in all major areas of corporate finance, including public and private offerings, securities transactions, mutual funds & investment management, and venture capital & private equity. We also counsel clients, both domestic and foreign, on sophisticated and complex business transactions, including tender offers, mergers and acquisitions, joint ventures, management and leveraged buyouts (MBOs & LBOs), as well as Project Finance.

Our Corporate Finance & Securities practice includes the following areas of emphasis:

§ Securities

§ Mergers & Acquisitions

§ Venture Capital

§ Project Finance

§ Securities

Our Corporate Finance & Securities team advises clients on the drafting and filing of the legal documentation required for public offerings, tender offers and securitization transactions. We also provide support on structuring and implementing private offerings of debt and equity securities, as well as going private transactions. In addition, our firm provides advice on compliance with continuing obligations for listed companies.

Our services include:

Designing the contractual structure of the transaction, as well as any related agreements
Due diligence examinations
Preparing the registration statement and prospectuses for issuers and investment companies
Filing all public offering documentation with the regulators
Legal advice and assistance in securitization transactions: due diligence examinations of the pool of assets, structuring the SPV (investment trusts or mutual funds)
Preparing and filing all documentation for tender offers
Underwriting agreements
Integrated advice in securities regulation

§ Mergers & Acquisitions

Our Corporate Finance & Securities Department provides integrated services to clients, offering expert legal advise and support in the M&A field. We are involved in all major aspects of M&A transactions, such as cross-border acquisitions, private equity/financial sponsor transactions, proxy contests, anti-takeover mechanisms, and purchases or sales of assets.

Soley, Saborío, Fallas & Asociados assists domestic and foreign clients on the implementing of mergers, acquisitions, MBOs & LBOs, and joint ventures, in order to help them achieve their corporate goals.

As more of our domestic and foreign clients undertake joint ventures, we have developed a strong corporate and tax team to assist our clients in their endeavors.

Our services include the following:

Due diligence examinations
Designing the legal structure of the transaction and related documents
Designing and implementing joint ventures, strategic alliances and other forms of corporate collaboration
Fending off hostile takeovers
Integrated advise on corporate matters

§ Venture Capital

Our venture capital practice is focused, primarily, on advising companies in search of financing solutions. In addition, we counsel investors who want to participate in venture capital and technology transactions. Our services include:

Due diligence examinations
Advice involving the selection of the best legal structure for the establishment and operation of a company
Drafting and negotiating the term sheet
Designing and structuring investment vehicles
Reviewing the business plan
Drafting and negotiating deal documents: security purchase agreement, stock-options, security agreement, stock pledge agreement, shareholder agreement
Integrated advise on corporate, labor and IP matters

§ Project Finance

Soley, Saborío, Fallas & Asociados provides clients legal advice and assistance in designing the financial structure of infrastructure projects, both non-recourse or limited recourse. Our Corporate Finance & Securities Group works closely with other areas of the firm to offer an integrated service in every area of law required for successful financings, including:

Power and telecommunications regulation
Government contracting
Real estate
Corporate
Securities
Environmental
Tax
Intellectual property
Arbitration

We provide services to domestic and foreign companies, financing sources, and government entities in the development and financing of infrastructure projects, introducing elements of financial engineering that add value to the assets.

Our services include:

Preparing the initial documents: MOUs and confidentiality agreements
Legal opinions
Shareholder agreements
Project completion agreement
Allocation and mitigation of risks
Construction contracts
Off-take agreements and agreements with suppliers
Loan agreements and security documents