Corporate and M&A - Disini Law Office
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PRACTICE AREA

Corporate and M&A

Disini Law has guided businesses with corporate structuring, company registration, post-incorporation registration, corporate reorganizations, financial restructuring, and dissolution.

 

Likewise, we have represented both local and foreign clients in mergers and acquisitions, initial public offerings, bond flotation, issuance of debt securities, and back-door listings, and have acted on their behalf in relation to investments in nationalized industries, preferred areas with incentives, and pioneering ventures.

 

Our portfolio consists of diverse clients, ranging from traditional companies, such as banking and financial services, retail, licensing, publishing, and education; non-stock companies with membership consisting of professionals from the media, the practice of medicine, and the start-up community; technology and/or new media companies, such as cryptocurrency, cloud-based technologies, social media, online marketplace, e-money, to name a few.

 

Our lawyers provide a full range of advice on corporate matters, including:

  • Compliance with SEC Filings
  • General Corporate Housekeeping
  • Debt Agreements
  • Incorporation and Registration with Various Government Agencies
  • Local Government Regulatory Compliance
  • Amendment of Articles of Incorporation and By-Laws
  • Dissolution of Corporations
  • Winding Down of Corporate Operations
  • Engagement of Directors and Corporate Officers
  • Increase and Decrease in Authorized Capital Stock
  • Corporate Reorganizations
  • Financial Restructuring
  • Shareholders’ Agreements
  • Intra-Corporate Disputes
  • Angel Investing
  • Shareholder Arrangements
  • Share Purchase Agreements
  • Stock Option Plans
  • Debt-to-Equity Conversions
  • Foreign Investment Structuring
  • Nationalized Industries and Restricted Areas
  • Securing Fiscal Incentives for Preferred Areas of Investment
  • Venture Capital

Some of the recent projects and work in this practice area include:

  • Registering a Philippine subsidiary for a foreign technology company, allowing the local entity to engage in the delivery of technology-enabled health care services in the Philippines.
  • Facilitating the corporate structuring for a domestic company that intended to operate an online lending business.
  • Assisting in the corporate restructuring of the regional operations of a foreign company that intended to grow its health services operations in the Philippines. This resulted in the establishment of a wholly-owned subsidiary in the Philippines that would operate a healthcare facility in Metro Manila and in view of the pandemic, answer the need for remote health services, among others.
  • Advising e-commerce companies in corporate restructuring as they rationalized their regional operations.
  • Assisting a no-code software client in its pre-Series A fundraising round, corporate restructuring, and issuance of instruments.
  • Advising a client in the restructuring of its business operations in the Philippines to avail of favorable tax rates under domestic laws and to qualify for tax exemption under the applicable tax treaty.
  • Assisting an SG-based product company in its pre-Series A fundraising round
  • Advising a fintech company engaged in e-money operations with its planned investment.
  • Assisting with corporate restructuring which resulted in the company being a wholly-owned subsidiary of a Japanese company.
  • Assisting a client in the preparation of documentation and protocols necessary to comply with its obligations with international and local funders.
  • Assisting a client in investing in a local company that would advance its goals in delivering technology-enabled health care and health services in the Philippines that is low-cost and easily accessible.
  • Assisting a social media platform in structuring their global and regional operations.