Corporate and M&A in Colombia
Full-service firm Brigard Urrutia is a longstanding point of reference in the corporate and M&A market, with a sizeable 30-strong team of lawyers whose service is recommended as ‘outstanding’. Overall practice co-heads Sergio Michelsen, Dario Laguado and Jaime Robledo focus primarily on transactional matters and led the legal advice to Primax Peru -as independent third-party purchaser- on the acquisition of approximately 95% of the shares of Terpel subsidiary Distribuidora Andina de Combustibles (formerly owned by Copec, Mobil Petroleum Overseas Company and ExxonMobil); the operation involved complex regulatory and antitrust analysis, as well as difficult operational issues involving relationships with other business partners. Michelsen and Laguado led the advice to Bolsa de Valores de Colombia and Depósito Centralizado de Valores de Colombia (Deceval) on the acquisition by the former of a 100% stake in Deceval. Other key names include José Francisco Mafla and Carlos Umaña; while company-law specialist Álvaro Cala heads the corporate practice. At the associate level Laura Ricardo, Verónica Umaña and senior Ángela García arrived from Gas Natural Fenosa, Greenberg Traurig, LLP and Gómez-Pinzón Abogados (GPA) , respectively; however, five associates left the firm, including senior associates Jeison Larrota (to Acumen Legal) and Christian Díaz Ordóñez (to Geopark). Since pubication the firm has abbounced the elevation of Fernando Castillo and Tomas Holguín to the partnership, effective January 2020.
Affinitas’ Colombian member firm, the full-service Gómez-Pinzón Abogados (GPA) has long been a mainstay of the corporate and transactional market. The 29-strong practice group is co-led by the highly regarded Andrés Hoyos; he led advice to Hydro Global Investment (co-owned by China Three Gorges Corporation and EDP Energias de Portugal) on the acquisition of 80% of the equity rights of Talasa Projectco and Talasa Conexion. Hoyos' fellow practice co-head, Pablo Rabelly, led the reorganisation of Mallplaza Colombia (part of Chile’s Mall Plaza group), involving the negotiation of investors' agreements with the minority shareholders of the various companies involved in the reorganisation and the incorporation of a private investment fund. Patricia Arrázola, Natalia García and Felipe Mariño are also key names in the practice. However, senior associates Ángela García Páez and Cristina Copete moved to Brigard Urrutia and Garrigues, respectively, in early 2019.
With an established reputation for ‘strong experience in M&A’, the Colombian office of the multi-jurisdictional Philippi Prietocarrizosa Ferrero DU & Uría fields a 25-strong practice group jointly led by six partners. Recent mandates saw managing partner Martín Acero act for Lanoga Enterprises on the sale of its equity stake in Aseo Urbano to Veolia, and practice co-head Felipe Cuberos advise Chilco on its acquisition of a 51% stake in Sungas. Claudia Barrero, Juan Carlos Rocha, Nicolás Tirado and Hernando Padilla also co-lead the practice. In an audacious broadening of its corporate offering, the firm also recently integrated two boutiques - environmental law specialist Macías Gómez Abogados, and the white-collar and compliance-focused Forero Ramírez Abogados; Luis Fernando Macías (who specialises in corporate environmental law and litigation) and Juan Carlos Forero and Pamela Alarcón (who are experts in criminal corporate law and compliance) have become partners. Clients include Tecnoglass, Scotiabank Colpatria, Inmobiliaria Bondue and Macquarie Capital.
Fielding a 29-strong practice group, Posse Herrera Ruiz is ‘clearly one of the best’ in the field, and is ‘very good in the negotiation process’ of M&As in particular. Recent mandates saw practice head Jaime Herrera (‘a good strategist and very committed to his clients’) and Oscar Tutasaura lead the advice to Bogotá Capital District and Grupo Energía Bogotá (GEB) in the two-phase (local and international), $680m sale of the former’s 10.6% stake in GEB. Working in conjunction with the ‘very disciplined and extremely accurate’ Gabriel Sánchez, Herrera also co-led the advice to Terpel on the acquisition of ExxonMobil’s lubricants business in Colombia, Peru and Ecuador, the fuels business of ExxonMobil Ecuador, and the operation and commercialisation of fuel for Lima’s airport. Meanwhile, José Alejandro Torres assisted BTG Pactual and Inverlink Estructuras Inmobiliarias with a joint venture agreement to manage a collective investment real estate fund. Jaime Cubillos is another key figure in the practice group; senior associates Vivianne Baptiste, Carolina Hernández and the US and Colombia-qualified Lina Vélez are also noted. Clients include Quicorp, Cementos Argos and Australis. Since publication the firm has concluded it's three-year association with Spanish firm Cuatrecasas, effective as of January 2020.
Baker McKenzie S.A.S.’s long-established Bogotá office frequently acts as a regional hub for the rest of the firm’s offices across Latin America. The 15-strong department works ‘diligently to meet tight deadlines’, and demonstrates an ‘ability to grasp the most sensitive matters’ and to ‘oversee future scenarios and pros and cons’. Practice co-heads Jaime Trujillo (recently named regional chair for Latin America), Juan Felipe Vera and Andrés Crump (who joined in April 2018 and is ‘strongly recommended’) led the advice to Brookfield Asset Management on its $560m acquisition of a 59% stake in Gas Natural, a transaction on which the team had worked since 2017. Other mandates included assisting Peabody Energy Corporation with the proposed acquisition of an 80% stake in Drummond International; Altra Investments on the sale of Proenfar to Weener Plastics; and Farma de Colombia on the acquisition of certain assets from Laboratorios Quipropharma. Well-regarded senior associate Natalia Villalba is ‘gaining profile’; fellow senior associate Natalia Gutierrez joined from Brigard Urrutia in October 2018. Clients include Altra Inversiones, Unilever, Summum Energy and Mercantil Colpatria.
Backed by a global network, Dentons Cardenas & Cardenas has a team of ‘great contributors that put themselves out there’ for the client and ‘quickly’ solve issues. The practice handles the full spectrum of local and cross-border transactions and multi-jurisdictional deals, and has particular expertise in oil, gas and mining matters where the group can call on the participation of Jorge Neher and Santiago González, as well as Bernardo Cárdenas. ‘Good, experienced attorneys’ Eduardo Cárdenas and Mauricio Borrero lead the 33-strong practice group, which recently acted for Asesorías Tyndall in a complex operation in which the company had been selected as a transitory buyer of Distribuidora Andina de Combustibles (DAC) (formerly ExxonMobil de Colombia), as part of the mandatory divestiture imposed by the antitrust authorities on Copec and Terpel’s co-acquisition of ExxonMobil’s operations in Chile, Ecuador and Peru. The team also advised Avicanna as purchaser of majority stakes in two local cannabis companies in what was one of the first transactions in the sector in Colombia involving foreign capital. Catalina Pinilla is also a key member of the team. Other clients include Microsoft, Ford, Alpina and Gran Tierra.
DLA Piper Martinez Beltrán has ‘some of the best young M&A lawyers in the country’ who ‘excel at providing sound advice’. The practice was strengthened substantially in early 2018 with three high-profile hires; a year on, the 20-strong team continues to grow its market presence and profile. Practice co-head Felipe Quintero (‘a seasoned negotiator’) led the advice to Valorem on the sale of its interest in Grupo Suppla to DHL, while fellow co-head Juan Manuel de la Rosa (who has particular experience advising private equity funds and strategic “blue-chip” investors in complex M&A operations) assisted Decameron Hotels with the acquisition of a high-end tourist complex in Playa Blanca, Panama. Managing partner Camilo Martínez and José Miguel Mendoza, a seasoned litigator and former head of the Colombian public utilities’ supervisor, are also key practice members, while the making up of bankruptcy and restructuring specialist Nicolás Polanía in September 2019, further deepens the parter-level bench. However, senior associate Andrés Afanador left the firm for IDB Invest. Other clients include Biomax, Goldman Sachs, APM Terminals and Mercantil Colpatria.
‘Proactive and knowledgeable’, Garrigues’ practice group has a multi-disciplinary focus and ‘expertise across different industries’; it handles the full range of corporate matters, including cross-border M&A operations and private equity investments, among others. Recommended figures Ignacio Londoño and Andrés Ordóñez joined as counsel from Willkie Farr & Gallagher LLP in 2017, with Ordóñez going on to be made partner in October 2019; the pair co-head the ten-strong practice group. Recent mandates include assisting Fresenius subsidiary Quirónsalud with the acquisition of Clínica Medellín, which operates a portfolio of healthcare services in Medellín’s metropolitan area. It also advised Prosegur Cash on its acquisition of Grupo Almo’s Central American cash-in-transit business, and Valorem on the sale of its local logistics company, Suppla, to DHL Supply Chain, among other matters. Experienced senior associate Cristina Copete joined from Gómez-Pinzón Abogados (GPA) in January 2019. Other clients include Zurich Insurance, Enel X, Valorem and China Harbour Engineering Company.
Lloreda Camacho & Co. is ‘experienced in M&A, competition and regulation’. Both ‘recognised in the market’, Santiago Gutiérrez and Andrés Hidalgo co-lead a practice that ‘provides attention 24/7’; it is currently acting for Grupo Almo on the negotiation of a deal with Prosegur for the sale of the company’s security transport business in Central America. With its strong IP practice, the firm has particular expertise in the pharmaceutical industry, and a multi-disciplinary team (working as local counsel in conjunction with US firm Winston & Strawn LLP) advised Capital Management on its multi-jurisdictional purchase of Weatherford International’s laboratory business. Senior associate Raúl Vargas is another key member of the team, which also counts on the participation of Gustavo Tamayo for TMT-related transactions. Clients include América Móvil, Maersk, Goodyear, GlaxoSmithKline and Boehringer Ingelheim.
CMS Rodríguez-Azuero’s corporate and compliance department undertakes the full range of corporate transactional matters and has a particular focus on due diligence processes in relation to anti-money laundering and financing of terrorism, corruption and illegal activities, as well as designing and implementing prevention strategies. Renowned for his experience in financial, regulatory and administrative litigation, Juan Camilo Rodríguez co-heads the 12-strong department in conjunction with Daniel Rodríguez and Jacques Simhon. In a cross-border matter also involving Chile and the UK, the firm acted in tandem with CMS Carey & Allende to advise Charles Taylor on its acquisition of the FGR Group, with the team conducting due diligence on the target company’s Colombian vehicle. Clients include Fiduprevisora, Dover Corporation and Apax Partners.
Contexto Legal Abogados
Medellín-based Contexto Legal Abogados is the largest full-service firm in the city and advises national and international clients, who praise the quality of its analysis, diligence and customer service. Guillermo Hernán Villegas heads the practice, which recently advised the shareholders of LASA Sociedad de Apoyo Aeronáutico on the sale of 100% of the outstanding equity of the company to an international group of companies affiliated to Talma Servicios Aeroportuarios. Other 2018 mandates included advising a company in the agro-industrial sector on its expansion in the country. Senior associates Felipe Restrepo and Sara Aldana are key members of the team.
Holland & Knight’s ‘very capable’ 12-strong practice is led by managing partner Enrique Gómez-Pinzón, a renowned figure who is ‘very respected in the market’. Additional key participation comes from the energy-focused José Vicente Zapata and IP and antitrust specialist Danilo Romero, who led the advice to Barcelona-based fashion and beauty group Puig on its acquisition of a minority stake in Loto del Sur. In other work examples, the team is advising two energy sector companies on the structuring of an alliance with a third relevant market player for the purposes of co-developing energy projects in the country. Associate Lucas Saffon-López is also noted.
Muñoz Tamayo & Asociados is praised for providing the ‘highest level of experience’, the participation of partners and leaders from other areas of the firm, and having a dedicated and flexible team. Diego Muñoz heads the 13-strong practice, where Felipe Trías is another key team member; he led the advice to an international oil-and-gas services company on the potential acquisition of the entire share capital of a counterpart. The team also advised a British company on an asset purchase, a share acquisition and the due diligence process in relation to two different transactions. Senior associate Fernando Bermudez is also an important member of a group that was further strengthened with the reincorporation of Alonso de Reyes after his studies in international business and finance law in London. Practice clients include Talanx International, Monster Energy, Trina Solar Spain and Aucerna.
Parra Rodríguez Abogados
Best known for its niche expertise in the aviation sector, Parra Rodríguez Abogados, MultiLaw’s Colombian member firm, actually advises national and international clients - especially those seeking to enter the Colombian market - across a broad array of industries. Clients particularly value the team’s dedication and permanent concern with their company’s legal matters. Bernardo Rodríguez Ossa and Álvaro Parra Gómez co-head the department, with the practice director, associate Luís Fernando Díaz, also noted. The team acted as counsel to a major European company on the acquisition of a Colombian entity with a presence in multiple Latin American jurisdictions, and also advised an international airline on regulatory and aviation matters related to a joint venture with other airlines.
Pinilla González & Prieto Abogados
Top real estate and urban planning firm Pinilla González & Prieto Abogados has widened the scope of its offering beyond its calling-card practice, gaining a presence in transactional matters, particularly in relation to the pharmaceuticals and services sectors. The ten-strong multi-disciplinary team, which ‘provides excellent guidance to solve any doubt’ that may arise regarding local regulation, assisted Interconexión Eléctrica on an investment scheme for the construction of a project with expected sales above $50m. Felipe Pinilla, the ‘outstanding’ Julian Felipe Rojas and Camilo Andrés Hermida (who was promoted to partner in 2019) jointly lead the practice. Clients include Universidad de los Andes, Cemex, TGA Colombia and Tribeca Asset Management.
Deloitte Asesores y Consultores provides support to companies on all their corporate legal requirements, such as the analysis and drafting of contracts, transfer pricing, tax and accountancy, and legal representation before public authorities, as well as in M&A-related matters. Mario Andrade leads the team, with Juan German Osorio also a key name. Clients include Kia Motors, Cangas Finance UK, Rolls-Royce and Ecolab.
Recommended for its specialised knowledge of the health industry, Esguerra Asesores Jurídicos’ corporate bench was strengthened with the hire of Andrés Parias as director of the practice area; a former legal director of the Agricultural Sector Finance Fund (Finagro), he joined from the Superintendence of Securities, where he was a deputy. Juan Pablo González heads the practice, which recently advised Old Mutual on the acquisition of a Colombian concession company that operates six airports in major and intermediate cities in the country.
Boutique firm Gallego Abogados is particularly recommended for international companies setting up operations in the country. 'In addition to having experience in the areas of their speciality’, the team’s eight members ‘are proficient in foreign languages’ - particularly German, which makes the boutique a top choice for Austrian, German and Swiss companies across an array of industries. Founding partner Helmuth Gallego, who possesses a ‘comprehensive and holistic vision’, leads the practice, with firm deputy director Camilo Franco also noted. The practice advised Busch Vacuum México on legal strategy and operational design for import and export activity in relation to Colombia so as to facilitate its commercial expansion in the country. Other 2018 highlights included acting for C3 (Critical Communication Caribbean) on the structuring and conclusion of an IT-equipment supply agreement for the penitentiary authorities.
Established in 2017, ‘excellent’ boutique Serranomartinez specialises in corporate and competition law, representing major and mid-size companies in corporate and shareholders' litigation and M&A transactions, among other matters. The nine-strong practice is co-led by firm founding partners Juan Diego Martinez and Felipe Serrano, and continues to grow its numbers, incorporating three new junior associates during the course of 2018. Recent works has seen practice head Martinez particularly active advising clients in the finance sector, including majors such as Bancolombia, Banco de Bogotá and Banco Davivienda, on various matters; while 2018 highlights saw the team assist the shareholders of Plantmedco (a grower and exporter of medicinal cannabis) with the sale of 100% of the outstanding shares in the company to Canadian investors. Other clients include Aromateca Guatemala and Gran Panda.
International trade and customs boutique Araújo Ibarra’s lawyers have an ‘excellent track record in their sector of expertise’ and are ‘highly committed’ to their clients. Federico Gómez is corporate practice director, with founder partner Martín Gustavo Ibarra also active in the area; both are ‘brilliant and rigorous’. The team recently advised an investment group on the acquisition of a special purpose vehicle (SPV) containing assets required for the development of certain infrastructure facilities.
BBGS ABOGADOS is the Colombian office of a novel, mid-market multi-jurisdictional alliance (BBGS), offering an integrated service across the countries of the Pacific Alliance – Chile, Peru, Colombia and Mexico. Luis Felipe Barrios and Mónica Serrano head a six-strong practice group, which has a particular focus on the entertainment and telecoms industries but is also experienced in oil-related services. Recent mandates include assisting Emergia Customer Care with its acquisition of 100% of the shares of Cobranza Nacional de Créditos. Clients include OTF Colombia, Inversiones Primera Infancia, Hallmark House and Ticbridge.
Energy boutique Chalela | Abogados advises on general corporate matters, commercial agreements, corporate governance, shareholder agreements and tax matters. The firm represented Pacific Midstream on the sale to Frontera Energy of three subsidiaries holding the equity investment of the Oleoducto Bicentenario de Colombia pipeline. Federico Chalela leads the practice, which, in other mandates, advised BC Exploración y Producción de Hidrocarburos in connection with the early termination of three separate exploration and production (E&P) contracts with regulator ANH.
‘Reliable and with deep knowledge of corporate affairs’, DG&A-Abogados’ practice has specialised knowledge in franchising, foreign investment procedures and managing foreign exchange operations. María del Rosario Gómez heads a seven-strong practice that provides a wide range of corporate services, including representation before the authorities and litigation. The team gave corporate advice to Texmodas, as well as representing the company before entities such as the Superintendency of Industry and Commerce, the Environment Secretary and the Corporate Superintendence. Head of labour and employment Adriana Martínez is also noted.
Infrastructure firm Durán & Osorio Abogados Asociados advises both public and private sector entities on M&A transactions in the telecoms and financial services areas. Recent mandates saw the team lead on the legal restructuring of Santiago de Cali’s mass transportation system (SITM-MIO) in order to ensure its future feasibility. Álvaro Durán is the key name.
Sanclemente Fernández Abogados S.A.
Best known for its participation in the energy sector, the mid-sized Sanclemente Fernández Abogados S.A. is specialised in the oil and gas industry, but has a broad service offering and seeks to act as a one-stop shop for its clients. The practice handles the full range of corporate matters, including associated administrative work; 2018 mandates included drafting contracts with suppliers for offshore free zone operations, and assistance with drilling contracts between both joint venture partners and the different local authorities. The team is also structuring and executing the spin-off of an international pharmaceutical company, as well as its merger with another international pharma company. Diana Sanclemente and Ignacio Giraldo are the key figures.