DLA Piper Puerto Rico

August 1, 2025 – DLA Piper advised Grupo Cox (Cox), a leading Spanish multinational water and energy company, in its acquisition of Iberdrola’s assets in Mexico for US$4.2 billion – one of the largest cross-border energy deals of the year. “We appreciated the opportunity to work with the Cox team on this landmark acquisition and look forward to advising the company on its future cross-border initiatives,” said Francisco J. Cerezo, Chair of the US-Latin America and Ibero-Américan practices, who co-led the deal team. “I want to express my deep appreciation for the service provided in this transaction by the DLA Piper team, led by Francisco Cerezo and Mauricio Valdespino,” said Antonio Medina Cuadros, Chief Legal Officer and Secretary General of Grupo Cox. “Their professionalism and tireless work ethic went far beyond what one could expect from legal counsel. Without a doubt, their outstanding effort and dedication were among the key factors in the success of this complex transaction.” In addition to Cerezo (Miami), the cross-border DLA Piper team was co-led by Partner Mauricio Valdespino (Mexico City) and included Partners Edgar Romo, Guillermo Aguayo, Roberto Ríos (all Mexico City), Robert da Silva Ashley (Miami), Michael McGuiness, Amadeu Ribeiro, Frank Mugabi (all New York), Yoko Takagi (Madrid), and Senior Associate Joseline Rodriguez (Miami), and Associates Eduardo Gallástegui, Regina Esparza, and Manuel Domínguez (all Mexico City), among a team of more than 40 DLA Piper attorneys. With more than 1,000 corporate lawyers globally, DLA Piper helps clients execute complex transactions seamlessly while supporting clients across all stages of development. The firm has been rated number one in global M&A volume for 15 consecutive years, according to Mergermarket, and ranked as number one in VC, PE, and M&A in combined global deal volume, according to PitchBook. DLA Piper in Latin America’s team offers full-service business legal counsel to domestic and multinational companies with interests in and operations throughout the region. Our integrated approach to serving clients combines local knowledge with the resources of the DLA Piper global platform. With more than 400 lawyers practicing throughout Argentina, Brazil, Chile, Mexico, Peru, and Puerto Rico, in addition to our US-based cross-border attorneys, our teams frequently work with our professionals throughout the LatAm region, Iberian Peninsula, and around the globe. DLA Piper’s global platform of 90+ offices in more than 40 countries enables us to serve all our clients’ legal and business needs, whether they are based in Latin America or wish to do business there.  For more information, visit Latin America | DLA Piper The firm recently received the highest ranking for law firm client service in the BTI Client Service A-Team 2025 report, which identifies law firms providing exceptional service based on client feedback.   About DLA Piper DLA Piper is a global law firm with lawyers located in more than 40 countries throughout the Americas, Europe, the Middle East, Africa, and Asia Pacific, positioning us to help clients with their legal needs around the world. In certain jurisdictions, this information may be considered attorney advertising. dlapiper.com   Contact Geneva Youel, Media Relations, DLA Piper, +1 213 330 7779  

September 18, 2025 Written by: Janine Guzmán, Xana Connelly The Department of Homeland Security (DHS) announced, on September 3, 2025, the termination of the 2021 Temporary Protected Status (TPS) designation for Venezuela. The designation was set to expire on September 10, 2025, with an effective date of 60 days after publication of the notice in the Federal Register. Thus, this termination is effective November 7, 2025. This determination follows the statutory review process, which requires DHS to assess whether country conditions continue to warrant TPS protection. Basis for the decision DHS, in consultation with the Department of State, and other federal agencies, concluded that Venezuela no longer meets the statutory requirements for TPS. Factors cited include: Concerns regarding irregular migration and the potential “magnet effect” of TPS National security and public safety considerations Broader US immigration and economic policy objectives, and Foreign policy interests. DHS emphasized that extending TPS for Venezuelan nationals would be inconsistent with current efforts to manage migration and secure the southern border. Business and compliance considerations Employers with Venezuelan TPS beneficiaries should prepare for the upcoming expiration of work authorization. Anticipatory actions may include: Reviewing workforce and immigration compliance policies Reviewing Form I-9 and E-Verify compliance to ensure employment records remain current Communicating proactively with impacted employees regarding timelines and options Monitoring DHS and US Citizenship and Immigration Services (USCIS) for further procedural guidance or temporary extensions, and Coordinating with immigration counsel to assess whether employees may qualify for alternative visas or work authorization categories. Looking ahead The termination of Venezuela’s TPS designation represents a significant policy shift with immediate consequences for thousands of Venezuelan nationals and their employers. Businesses are encouraged to remain vigilant in tracking developments, ensure compliance with federal employment verification requirements, and support affected employees in evaluating available legal options. For more information, please contact the authors.

September 24, 2025 DLA Piper Mexico guided Vertex Real Estate Investors, a private fund manager specializing in real estate assets in Mexico, and MRP Group, a real estate asset manager, on the refinancing of The St. Regis Punta Mita Resort.  The US$100 million refinancing granted by BBVA México, structured at below 50 percent LTV, optimizes debt terms without increasing leverage and represents a key step in consolidating the resort's financial situation and providing it with greater flexibility to implement its growth strategy in the luxury hospitality sector. It also reinforces Vertex Real Estate Investors and MRP Group as key players in the real estate and tourism sectors, supporting their investment strategy in high-end hospitality. Together, Vertex Real Estate Investors and Grupo MRP manage private equity funds with commitments exceeding US$2 billion. Vertex and/or its executives have participated in the development of shopping centers, residential projects, industrial warehouses, office buildings, and land developments worth more than US$4 billion, while MRP Group manages four real estate funds with commitments of more than US$1.45 billion. The DLA Piper Mexico team was led by Partner Roberto Ríos Artigas and included Associates Mariana de María y Campos and Laura Ramírez (all Mexico City). DLA Piper in Latin America’s team offers full-service business legal counsel to domestic and multinational companies with interests in and operations throughout the region.  Our integrated approach to serving clients combines local knowledge with the resources of the DLA Piper global platform.  With more than 400 lawyers practicing throughout Argentina, Brazil, Chile, Mexico, Peru, and Puerto Rico, in addition to our US-based cross-border attorneys, our teams serve clients throughout the LatAm region, Iberian Peninsula, and around the globe.  DLA Piper’s global platform of 90+ offices in more than 40 countries enables us to meet our clients’ legal and business needs, whether they are based in Latin America or wish to do business there. For more information, visit Latin America | DLA Piper. Related professionals: Roberto Rios Artigas, Mariana de Maria y Campos Llorente, Laura Ramirez Anaya  

For the first time, the Puerto Rico Supreme Court has upheld the validity of non-compete clauses in contracts with independent contractors, specifically in the healthcare sector, and, in doing so, it has established the framework for their enforcement. In this alert, we outline the Court’s opinion in MCG Therapy Group LLC v. Maestre Rivera and set out key takeaways for entities that rely on non-compete protection in their professional services arrangements. Background The decision arose from a dispute over a non-compete clause in a professional services contract between MCG Therapy Group LLC (MCG) and a psychologist engaged as an independent contractor. The clause prohibited the psychologist from serving, for one year after resignation, the same special education students that she had treated through the company. After the psychologist began contracting directly with the Puerto Rico Department of Education while still providing services to MCG, the company sued for breach. Lower courts dismissed the claim, holding that the assignment of the contract to MCG required a separate written ratification of the non-compete. The Puerto Rico Supreme Court reversed, holding that the assignment was valid, the non-compete transferred with the contract, and the restriction was enforceable. Three justices dissented, raising concerns about public policy in the special education context, the sufficiency of consent to the assignment, and the adequacy of the reasonableness analysis. Non-compete standards by relationship type Employer–employee relationships The Court reaffirmed the strict Arthur Young standard, which requires the employer to demonstrate a legitimate business interest tied to the employee’s role and to ensure that any restriction is narrowly tailored in object, limited in duration to twelve months, and limited in geographic or client scope. The non compete must also be supported by adequate consideration beyond mere continued employment, and it must be set out in a written agreement reflecting clear consent and valid contractual cause. Failure to meet these requirements renders the clause null as contrary to public policy. Franchise and business sales relationships Under Martin’s BBQ, courts apply a more flexible reasonableness test in franchise and business contracts, recognizing the commercial nature of these agreements. Territorial and activity restrictions must be reciprocal and tied to protecting the franchisor’s competitive position. Courts will not rewrite overbroad clauses. Independent contractor relationships: A new standard For the first time, the Court articulated a standard for non-compete clauses in independent contractor agreements. The reasonableness test applies but with greater flexibility than in employment relationships, reflecting the contractor’s greater autonomy and bargaining power. Key factors include the contractor’s proximity to clients, the extent to which the contractor possesses specialized knowledge that could facilitate client solicitation, and the nature of any training provided by the contracting entity. Courts also consider broader equitable principles aimed at preventing unjust enrichment and ensuring that the contractor does not unfairly benefit from relationships or advantages developed through the contracting party’s structure. Legitimate interests supporting non-compete clauses in this context include protection of institutional clientele, prevention of disintermediation, safeguarding goodwill, and continuity of client contracts. Healthcare and professional services: Public interest considerations The Court emphasized that healthcare related non compete clauses require heightened scrutiny because of the public’s interest in maintaining access to essential services, though such clauses are not inherently invalid. Courts must balance the contracting entity’s legitimate commercial interests with the availability of other providers, the risk of monopolization or service shortages, and the public’s interest in preserving meaningful choice among healthcare professionals. Restrictions limited to specific clients, rather than broad geographic bans or blanket restrictions on professional practice, are more likely to withstand review. Contract assignment and transferability of non-compete clauses A central holding in MCG Therapy Group LLC v. Maestre Rivera is that a valid assignment transfers all rights and obligations, including non-compete clauses, unless the contract provides otherwise. The Court held that assignments do not require a specific form and may be perfected through tacit consent, in addition to holding that continued performance after notice of assignment constituted such consent. A separate written ratification of the non-compete was not required. Practical guidance for clients Clients are encouraged to review existing non compete provisions for independent contractors to ensure that they comply with the newly articulated reasonableness standard and prioritize restrictions tied to specific clients rather than broad territorial or industry wide prohibitions. Provisions should also clearly articulate the legitimate business interest being protected, such as preventing disintermediation, safeguarding goodwill, or avoiding client diversion, and tailor the restriction to that specific risk. Adequate consideration must be confirmed, whether through higher fees, access to client networks, or specialized training. In addition, clients may document any contract assignments and retain evidence of notice and continued performance to establish tacit consent. In the healthcare and education sectors, it is essential to account for the public interest by avoiding restrictions that could limit access to essential services or create service gaps. Finally, non compete clauses should be drafted narrowly, as courts will not modify overbroad provisions and will instead declare unreasonable restrictions null in their entirety. For more information, please contact the authors.  

September 19, 2025 Written by: Miriam Figueroa, Adriana Perez-Rentas, Nikos Buxeda Puerto Rico recently approved Law No. 102-2025 – known as the Universal Recognition of Occupational and Professional Licenses Act – simplifying the process for qualified professionals holding valid licenses in the US to apply for, and obtain, equivalent licenses in Puerto Rico. Law No. 96-2025 was also recently approved to create a uniform process to grant licenses applicable to examining boards in certain professions and occupations under the helm of the Puerto Rico State Department. This policy shift has been framed as an attempt to implement structural reforms that will ease the process of doing business in Puerto Rico. It also responds to one of the Puerto Rico Fiscal Plans’ objectives of facilitating participation in the labor force and incentivizing qualified workers to move to and stay in Puerto Rico, under federal Public Law No: 114-187 (Puerto Rico Oversight, Management, and Economic Stability Act or PROMESA). Though reciprocal licenses have traditionally been allowed by the laws that regulate the respective occupations or professions in Puerto Rico, the processes vary and can be complex and time-consuming. In an attempt to simplify and optimize these processes, Laws No. 96-2025 and 102-2025 aim to streamline applications for a number of occupational and professional licenses in Puerto Rico by providing a standardized process for all licenses and requiring decisions to be made within specified timeframes. The professions and occupations included in these reforms include, but are not limited to: Agronomists Architects Landscape architects Public accountants Real estate agents Interior designers Geologists Engineers Electricians General application requirements With the approval of Law No. 102-2025, any person holding a valid occupational or professional license and/or government certification (with certain exceptions, such as attorneys at law) issued by a state of the US, may apply for an equivalent license in Puerto Rico so long as they comply with the following requirements. The applicant must: Have held the license for a minimum of one year and have practiced in the relevant occupation or profession for at least three consecutive years prior to filing the application Have not been inactive for more than one year prior to the filing of the application Have been required to pass a test or comply with minimum education requirements in order to receive the license Be in good standing Have no criminal record Have not had their license revoked by a board due to negligence or bad acts, and Have no history of complaints or investigations related to their profession. In addition to the above, each applicant must pay all relevant application and administrative fees and join local professional colleges, if so required. Government certifications With respect to the provision of certain professional or occupational services that do not require a license in the state of origin, but do require a license in Puerto Rico, Law No. 102-2025 provides that, in such cases, provisional licenses shall be issued upon submission of a government certificate from the state of origin while the applicant completes local permanent licensing requirements. Applicants must have a minimum of three consecutive years of experience in the relevant field and comply with all the other applicable requirements listed above. Approval period for licenses Laws No. 96-2025 and No. 102-2025 provide for an expedited review and application period for occupational and professional licenses, which requires the relevant local board to review and approve or deny applications within 30 days of their filing. If the local board does not approve or deny the application within the 30-day period, the applicant will be automatically issued a provisional license so that the applicant may practice the occupation or profession in Puerto Rico while the local board completes deliberations. The local board will have a maximum of 30 additional days to complete the review of the application. Under Law No. 96-2025, if the board has not made a determination at the expiration of the additional 30-day period, it will be required to issue the license. Similar language is not included in Act 102-2025. However, given the clear language of Act 96-2025 and the fact that Act 102-2025 does not have a contradictory mandate, it appears that at least the examining boards under the helm of the Puerto Rico State Department, will be required to comply and issue permanent licenses if they have not acted upon application in 60 days. This is a key reform resulting from these new laws since it has the potential of imposing specific and short deadlines on board members and their support staff to evaluate and accept or reject applicants’ licenses. Regulations and future amendments The laws require the adoption of their respective regulations within 180 days from the approval of these laws. These regulations have not been adopted and may further provide clarity and guidance on how these laws will be interpreted and implemented in the future. Additionally, further statutory review may be forthcoming as the Governor of Puerto Rico has stated that amendments will most likely be required. For more information, please contact the authors. Lee este artículo en español.  

Written by: Nereida Melendez-Rivera, Sonia Torres Pabón, Antonio Cardenas Arriola, Isabel Lecompte The US Department of the Treasury’s Office of Foreign Assets Control (OFAC) has announced significant new sanctions targeting two major Mexican criminal organizations – Carteles Unidos and Los Viagras – along with seven affiliated individuals. These actions are part of a broader US government effort to disrupt the operations of cartels responsible for violence, drug trafficking, terrorism, and widespread extortion, particularly in Mexico’s agricultural sector. In this alert, we highlight the designated entities and individuals targeted by the sanctions. In addition, we discuss legal and compliance implications and set out key takeaways for companies that may be exposed to risk from the sanctions. Background on the sanctioned organizations Carteles Unidos Carteles Unidos originated in Michoacán, México as a defensive alliance against the Jalisco Nueva Generación Cartel (CJNG). It has since evolved into a major criminal enterprise. Its activities include large-scale drug production and trafficking, extortion, arms smuggling, and violent confrontations with both rival organizations and authorities. The group is primarily active in central and western Mexico, but its influence is expanding transnationally. The US government has designated Carteles Unidos as a Foreign Terrorist Organization (FTO) and a Specially Designated Global Terrorist (SDGT), and it is subject to extensive US sanctions due to its involvement in illicit activities. Los Viagras Los Viagras is a Michoacán-based criminal organization involved in trafficking methamphetamine and cocaine. In its conflict for control of Michoacán, Los Viagras has recently allied with CJNG, one of the two Mexican cartels primarily responsible for the supply of illicit fentanyl into the US. Furthermore, Los Viagras has extorted avocado and citrus growers, cattle ranchers, and entire towns to generate revenue. Los Viagras has also conducted kidnappings and attacked Mexican security forces. Sanctioned individuals The following individuals have been sanctioned for their affiliation with the above-mentioned organizations: Juan Jose Farías Álvarez (“El Abuelo”) Luis Enrique Barragán Chavez (“Wicho”) Alfonso Fernández Magallón (“Poncho”) Edgar Valeriano Orozco Cabadas (“El Kamoni”) Nicolás Sierra Santana (“El Gordo”) Heladio Cisneros Flores (“La Sirena”) César Alejandro Sepúlveda Arellano (“El Botox”) Legal and compliance implications As a result of the sanctions, all property and interests in property of the designated entities and individuals within the US or in the possession or control of US persons are now blocked and must be reported to OFAC. US persons are generally prohibited from engaging in transactions involving these blocked persons or their property. Entities that are owned 50 percent or more, directly or indirectly, by one or more blocked persons are also subject to these restrictions. Violations of these sanctions can result in significant civil or criminal penalties. OFAC may impose civil penalties on a strict liability basis, which means that a violation can result in penalties even if there was no intent to violate the sanctions. Financial institutions and other parties may also face secondary sanctions for facilitating significant transactions with designated persons. Key considerations In response to potential violation of these sanctions, entities may consider the following actions: Reviewing all third-party relationships to identify potential exposure or risks related to the newly sanctioned organizations and persons Conducting enhanced due diligence on business relationships and transactions involving México, especially in regions or industries known to be affected by cartel activity Updating and strengthening compliance protocols, particularly for operations and transactions involving Latin America and México Monitoring for additional designations and regulatory changes, as the enforcement landscape is evolving rapidly and new sanctions may be announced at any time In addition, foreign financial institutions should be aware of the risk of secondary sanctions for knowingly facilitating significant transactions for or on behalf of designated entities or persons. For guidance on risk mitigation and compliance strategies, please contact the authors. Leer este artículo en español.

Written by:Janine GuzmánLeonardo Nuñez For the first time, the Puerto Rico Supreme Court has upheld the validity of non-compete clauses in contracts with independent contractors, specifically in the healthcare sector, and, in doing so, it has established the framework for their enforcement. In this alert, we outline the Court’s opinion in MCG Therapy Group LLC v. Maestre Rivera and set out key takeaways for entities that rely on non-compete protection in their professional services arrangements. Background The decision arose from a dispute over a non-compete clause in a professional services contract between MCG Therapy Group LLC (MCG) and a psychologist engaged as an independent contractor. The clause prohibited the psychologist from serving, for one year after resignation, the same special education students that she had treated through the company. After the psychologist began contracting directly with the Puerto Rico Department of Education while still providing services to MCG, the company sued for breach. Lower courts dismissed the claim, holding that the assignment of the contract to MCG required a separate written ratification of the non-compete. The Puerto Rico Supreme Court reversed, holding that the assignment was valid, the non-compete transferred with the contract, and the restriction was enforceable. Three justices dissented, raising concerns about public policy in the special education context, the sufficiency of consent to the assignment, and the adequacy of the reasonableness analysis. Non-compete standards by relationship type Employer–employee relationships The Court reaffirmed the strict Arthur Young standard, which requires the employer to demonstrate a legitimate business interest tied to the employee’s role and to ensure that any restriction is narrowly tailored in object, limited in duration to twelve months, and limited in geographic or client scope. The non compete must also be supported by adequate consideration beyond mere continued employment, and it must be set out in a written agreement reflecting clear consent and valid contractual cause. Failure to meet these requirements renders the clause null as contrary to public policy. Franchise and business sales relationships Under Martin’s BBQ, courts apply a more flexible reasonableness test in franchise and business contracts, recognizing the commercial nature of these agreements. Territorial and activity restrictions must be reciprocal and tied to protecting the franchisor’s competitive position. Courts will not rewrite overbroad clauses. Independent contractor relationships: A new standard For the first time, the Court articulated a standard for non-compete clauses in independent contractor agreements. The reasonableness test applies but with greater flexibility than in employment relationships, reflecting the contractor’s greater autonomy and bargaining power. Key factors include the contractor’s proximity to clients, the extent to which the contractor possesses specialized knowledge that could facilitate client solicitation, and the nature of any training provided by the contracting entity. Courts also consider broader equitable principles aimed at preventing unjust enrichment and ensuring that the contractor does not unfairly benefit from relationships or advantages developed through the contracting party’s structure. Legitimate interests supporting non-compete clauses in this context include protection of institutional clientele, prevention of disintermediation, safeguarding goodwill, and continuity of client contracts. Healthcare and professional services: Public interest considerations The Court emphasized that healthcare related non compete clauses require heightened scrutiny because of the public’s interest in maintaining access to essential services, though such clauses are not inherently invalid. Courts must balance the contracting entity’s legitimate commercial interests with the availability of other providers, the risk of monopolization or service shortages, and the public’s interest in preserving meaningful choice among healthcare professionals. Restrictions limited to specific clients, rather than broad geographic bans or blanket restrictions on professional practice, are more likely to withstand review. Contract assignment and transferability of non-compete clauses A central holding in MCG Therapy Group LLC v. Maestre Rivera is that a valid assignment transfers all rights and obligations, including non-compete clauses, unless the contract provides otherwise. The Court held that assignments do not require a specific form and may be perfected through tacit consent, in addition to holding that continued performance after notice of assignment constituted such consent. A separate written ratification of the non-compete was not required. Practical guidance for clients Clients are encouraged to review existing non compete provisions for independent contractors to ensure that they comply with the newly articulated reasonableness standard and prioritize restrictions tied to specific clients rather than broad territorial or industry wide prohibitions. Provisions should also clearly articulate the legitimate business interest being protected, such as preventing disintermediation, safeguarding goodwill, or avoiding client diversion, and tailor the restriction to that specific risk. Adequate consideration must be confirmed, whether through higher fees, access to client networks, or specialized training. In addition, clients may document any contract assignments and retain evidence of notice and continued performance to establish tacit consent. In the healthcare and education sectors, it is essential to account for the public interest by avoiding restrictions that could limit access to essential services or create service gaps. Finally, non compete clauses should be drafted narrowly, as courts will not modify overbroad provisions and will instead declare unreasonable restrictions null in their entirety. For more information, please contact the authors.