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Quisumbing Torres

12TH FLOOR, NET ONE CENTER, 26TH STREET CORNER 3RD AVENUE, CRESCENT PARK WEST, BONIFACIO GLOBAL CITY, TAGUIG 1634, PHILIPPINES
Tel:
Work +63 2 819 4700
Fax:
Fax +63 2 816 0080
Email:

Pearl Liu

Tel:
Work +63 2 819 4905
Email:
Baker McKenzie LLP

Work Department

Pearl Liu is a partner in the Corporate & Commercial Practice Group and heads the Consumer Goods & Retail Industry Group in Quisumbing Torres.

Position

Pearl's practice focuses on mergers and acquisitions, foreign investment structuring, joint ventures, divestitures, corporate reorganizations and real estate. She has extensive experience in the structuring, establishment and operations of corporate entities engaged in, among others, retail, outsourcing & information technology industries, real estate, energy, infrastructure, hotels, resorts and tourism.

Representative matters:

  • Assist the world's largest automotive safety supplier with sales to all major car manufacturers in the world, in the structuring of the joint venture vehicle that will qualify to purchase land in a special economic zone registered with the Philippine Economic Zone Authority (PEZA) in Lapu-Lapu City, Cebu, and the possible registration of the vehicle with the PEZA.
  • Assist the Philippine subsidiary of an American multinational engaged in engineering, procurement, construction and maintenance in the purchase of 40% of the units in a building. Conduct limited due diligence on the building, and based on our findings, advise client on the structuring of the development as a condominium project to qualify it to purchase 40% of the units, in light of the constitutional restriction on foreign ownership of land.
  • Assist a leading Asian retailer and marketer of downstream oil and gas products in connection with the divestment of its LPG business in the Philippines, which included a LPG terminal and investment in landholding companies. Advise on competition law issues, particularly in relation to merger control, and obtain the approval of the Philippine Competition Commission on the transaction. Prepare all the transaction documents, including the Share Sale and Purchase Agreement, the implementing deeds and closing deliverables.
  • Act as counsel for a global media holding company of a full-service media network in the acquisition of the partially-nationalized media placement business of a leading global marketing firm and advise on compliance with Anti-Dummy Law and foreign equity restrictions. Assist in the structuring and set-up of its Philippine entity, drafting of the transaction documents, and in the negotiation and implementation of the business purchase.
  • Assist an American publicly-traded company that designs, manufactures, and sells analog and mixed-signal integrated circuits in the sale of its land located in a special economic zone registered with the Philippine Economic Zone Authority to a real estate developer, and its facility and equipment located on the land to a subsidiary of a European food ingredients company.
  • Assist and advise an affiliate of a global financial institution in the sale of its shares in a real estate development and management company, which constitutes 20% of the outstanding capital stock of the company to the existing shareholders (Proposed Transaction). The Proposed Transaction was implemented pursuant to the Shareholders' Agreement between client and the shareholders.
  • Assist Indonesia's largest and bread products manufacturer in the establishment of an incorporated joint venture in the Philippines with a Philippines-based food producer . Assist in the drafting and negotiation of the joint venture agreement and the establishment of the joint venture company.
  • Assist a large and market-ready European multinational company in the establishment of its retail operations in the Philippines. Assist in obtaining the prequalification of the client as a foreign retailer with the Philippine Board of Investments. Assist in the review of its lease agreements with the country's largest real estate developers and mall operators.

Career

Trained Philippines; qualified 1983; associate Quisumbing Torres 1983, promoted to local partner 1993, international partner/principal in 2001.

Publications

  • 'Philippines: Supreme Court Affirms SEC Guidelines on Compliance with Foreign Equity Restrictions'. (Insight - Baker McKenzie, 2017)
  • Philippine chapter, 'Asia Pacific Antitrust & Competition Law Guidebook', (Baker McKenzie, 2016)
  • 'Philippines in 2016: May elections to set the tone', (Asian Legal Business Online Article, 2016)
  • 'Philippines: The Sun Returning', (Law Society Gazette, 2014)
  • 'Philippine chapter, ‘The Corporate Governance Review Third Edition’, (Law Business Research Ltd. 2013)
  • ‘Guidebook to Competition Law in the Asia Pacific’, (Baker McKenzie, 2008)

Languages

English; Filipino; Chinese.

Member

American Chamber of Commerce of the Philippines , Makati Business Club,  Philippines-United States Business Council, International Bar Association

Education

Ateneo de Manila University (LL.B.) (1982); Assumption College (B.A.) (1976)


Philippines

Capital markets

Within: Leading individuals

Pearl Liu - Quisumbing Torres

Within: Capital markets

Quisumbing Torres advises on transactional and regulatory capital markets matters. Areas of expertise include debt and equity securities offerings, securities litigation, privatisation, specialised financial structures, real estate investment trusts and corporate governance. Alain Charles Veloso and Pearl Liu head the team. TJ Mendoza joined the firm from Picazo Buyco Tan Fider & Santos.

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Corporate and M&A

Within: Leading individuals

Pearl Liu - Quisumbing Torres

Within: Corporate and M&A

Quisumbing Torres¬†‚Äėunderstands the requirements of US-based companies, is responsive and provides advice in keeping with the regulatory and risk environment‚Äô. It provides advice on all aspects of corporate and commercial transactions including foreign investment structuring, dispositions of corporate assets and reorganisations. The practice takes an industry-aligned approach and has a focus on the retail, energy, infrastructure, finance, industrial manufacturing and services sectors. The team also has particular expertise in healthcare sector work. Clients include Allianz, Johnson & Johnson and Pilipinas Shell Petroleum Corporation. Christina Macasaet-Acaban¬†heads the team, supported by Pearl Liu, Dennis Quintero¬†and Alain Veloso,¬†who was promoted to partner. Elizabeth Ope√Īa¬†left the firm. Timothy Mendoza¬†joined from Picazo Buyco Tan Fider & Santos.

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Projects and energy

Within: Projects and energy

Quisumbing Torres provides advice on project finance, development, transactions, policies and regulatory frameworks. The firm recently acted for Korea Water Resources on its joint venture with San Miguel to establish Luzon Clean Water Development, advising on Philippine law matters and negotiations. Other clients include Pilipinas Shell Petroleum, Toyota Tsusho and Felix Petroleum. Dennis Quintero heads the team with support from Pearl Liu, Lourdes de Leon and Donemark Calimon. Senior associate Ina Alexandra Dominguez is another name to note.

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Real estate and construction

Within: Leading individuals

Pearl Liu - Quisumbing Torres

Within: Real estate and construction

Quisumbing Torres advises clients on real estate finance, acquisitions and disposals, planning and land use, commercial leasing, corporate real estate, and development and construction law. Other areas of expertise include construction litigation and arbitration, real estate tax and real estate management agreements. Clients include Hero Future Energies Asia, Korea Water Resources, Pilipinas Shell Petroleum and PowerChina. Pearl Liu and Donemark Calimon are the key practitioners. Senior associate Michael Macapagal is also recommended.

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