Cancio Covas & Santiago LLP

Cancio Covas & Santiago, LLP

Attorneys at Law

January 2023

 

 

 

 

THE FIRM

 

As one of the leading full service law firms in Puerto Rico, CANCIO, COVAS & SANTIAGO, LLP (“CCS” or the “Firm”), serves and is ready to fulfill the particular legal service needs of a wide ranging group of clients, including: banks and other financial institutions, hospitals, telecommunication providers, commercial and retail property management companies, including shopping centers, real estate developers, insurance companies and other corporate and retail businesses, non-profit institutions, as well as governmental entities and high net worth individuals.

Organized in 2002 as a corporate and financial services boutique, CCS offers advice in the structuring and negotiation of debt financing for acquisitions, buy-outs and related transactions, including the development of structures tailored to Puerto Rico’s unique tax and legal environment. It is recognized for providing innovative counsel in corporate finance to clients involved in complex financial, institutional and commercial transactions, including the offering of debt and equity securities. Its founding partners, Juan Ramón Cancio, Jorge Covas and Carlos Santiago, constitute one of the leading local corporate and financial practice groups, representing companies and other business entities in all stages of their development and growth, as well as commercial banks, investment banks, venture funds, and other financial institutions that finance them.

For over 30 years members of the firm have acted as issuer, bond and underwriters counsel in myriad transactions, as well as letter of credit bank counsel, among other roles. Juan Ramón Cancio led the firm’s counsel of Puerto Rico Aqueduct and Sewer Authority in the issuance of $1.3 billion and $2.1 billion of its Senior Revenue Bonds in 2008 and 2012, respectively, and in the execution of Forbearance Agreements with its subordinate debt holders in 2016 and 2017. Most recently CCS acted as local counsel for the GDB Debt Recovery Authority in the issuance of the $2.6 billion of GDB Debt Recovery Authority Bonds (Taxable).

CCS has also been bench-marked as specialized counsel in the acquisition and sale of hospitals and other healthcare facilities and companies.

Since its inception, CCS has been engaged in an ever-increasing amount of litigation before the local, federal and administrative forums. CCS handles complex litigation matters and offers the very best legal representation in conflictive matters that require access to the local or federal court systems, or the use, when appropriate, of alternate dispute resolution mechanisms, including arbitration and mediation. CCS’ attorneys litigate before the Puerto Rico Court of First Instance, the Puerto Rico Court of Appeals and the Puerto Rico Supreme Court, as well as the U.S. District Court for the District of Puerto Rico, the U.S. Bankruptcy Court for the District of Puerto Rico and the United States Court of Appeals for the First Circuit, and any and all administrative forums, in a wide variety of proceedings and at all levels of the local and federal courts, representing clients in a wide range of matters including commercial law, securities litigation, corporate litigation, contract disputes, collection of monies, bankruptcy law and insurance claims related to policy coverage, limits and exclusions, claims and related disputes, as well as alternate dispute resolution and arbitration procedures. Our experience, in corporate, finance, commercial and insolvency work, enable us to assist clients not only in dealing with their claim, but also in coping with the various issues and setbacks that may result from prolonged litigation or delayed settlements.

As a modern law firm in a competitive market, CCS understands the importance of applying cost-efficient and results-oriented approaches when dealing with the complexities of Puerto Rico’s legal system and the current economy. Our highly experienced group of senior attorneys is able to apply proven skills and knowledge to provide targeted legal solutions. We offer our clientele comprehensive legal counseling in a wide variety of specialized practice areas within our main departments: Corporate, Litigation and Labor and Employment. Specifically, CCS provides legal counsel in the following areas:

AREAS OF PRACTICE

 

Following is an overview of an overview of the legal services the Firm provides on a regular basis to our clients and a summary of our salient practice areas.

 

• Corporate and Business Counseling
• Commercial Lending
• Corporate Finance and Securities
• Dealer and Distribution
• Energy
• Government Contracts and Procurement
• Health Law
• Mergers, Acquisitions and Joint Ventures
• Non-Profit and Charitable Organizations
• Public Finance
• Real Estate
• Reorganizations, Restructuring & Workouts
• Tax Incentives

Our Corporate Department provides advice to entities and individuals on a wide range of corporate and commercial law issues and financial transactions. Our attorneys offer comprehensive advice to our clients in substantially all major corporate practice areas and have extensive experience in the drafting of legal documentation that complies in form and substance with federal and local statutory framework. In addition, our attorneys advise corporate management, boards of directors and board committees on a wide variety of corporate governance matters, including corporate responsibility, fiduciary duties, board oversight responsibilities, financial disclosure, legal compliance and extraordinary corporate events, among others, and the structuring of complex corporate transactions. We apply our broad legal experience in counseling our clients through highly sophisticated and complex commercial transactions and corporate events that may have a significant impact on their business activities, and work closely with our clients to ensure that they receive diligent and practical advice at every stage of their representation.

Our comprehensive range of practice areas allows our attorneys to combine the Firm’s extensive experience in corporate and transactional matters in virtually every type of corporate and commercial business transaction. Our clients include profit and not-for-profit entities, financial institutions, government instrumentalities and public corporations and individuals in a wide range of industry sectors. The practice areas of our Corporate and Finance Department include:

Public Finance

Our Public Finance Practice Group represents corporate and governmental issuers and underwriters in offerings of municipal securities and other regulatory compliance matters under federal and Puerto Rico laws. In providing services to investment banking firms and other financial institutions, we have been engaged in the development of financial products and related structures tailored to the unique tax and legal environment of Puerto Rico. In addition, we provide legal counsel for the various other parties that may participate in the issuance of debt and equity securities. Among our most significant engagements in this field is our representation as local counsel for the GDB Debt Recovery Authority in the issuance of the $2.6 billion of GDB Debt Recovery Authority Bonds (Taxable) in November 2018, the first Qualifying Modification under Title VI of the Puerto Rico Oversight, Management, and Economic Stability Act (PROMESA) (certified by the Financial Oversight and Management Board, under Section 601(g)(2)(A) of PROMESA, and approved by the United States District Court for the District of Puerto Rico on November 7, 2018) and our representation of the Puerto Rico Aqueduct and Sewer Authority in the issuance of $1,300,000,000 of its Senior Revenue Bonds and the refunding of $284,755,000 of its Commonwealth Guaranteed Revenue Bonds in 2008 and $2,095,695,000 of its Senior Lien Bonds under an amended and restated Master Agreement of Trust in 2012.

Corporate Finance and Securities

Our Corporate Finance and Securities Practice Group provides innovative counsel in virtually all corporate finance fields to clients involved in a broad range of complex financial, institutional and commercial transactions, including the offering of debt and other securities in Puerto Rico and retail, commercial and corporate financings, among others. Our attorneys regularly assist a broad spectrum of clients, including corporations and individuals, financial and commercial institutions, investment banks and governmental authorities, in the structuring and negotiation of effective capital structures for our clients. In addition, our Corporate Finance and Securities Practice Group offers advice in the structuring and negotiation of debt financing for acquisitions, buy-outs and other related transactions.

 

Commercial Lending

In addition to performing work for nationally and internationally recognized banks and financial institutions that have structured transactions in Puerto Rico, we have served as the principal advisor and transactional counsel in a wide variety of financing transactions for the corporate, asset based lending, workouts, structured finance and construction divisions of several of Puerto Rico’s largest and most prominent commercial banks. Our attorneys are experienced in sophisticated transaction structures and are skilled in developing strategies tailored to our clients’ needs.

Our longstanding involvement in the finance area means we have been around throughout different business cycles. As a result, we have substantial experience in handling the complexities stemming from upward and downward market trends. Recognizing the prevailing economic world-wide scenario, our commercial lending practice has reassigned a significant number of its attorneys and acquired additional talent in order to provide services in the loan workouts field. Consequently, we are able to provide our clients assistance during the transactional workout phase, as well as in any resulting litigation or bankruptcy of the debtor in financially distressed transactions.

We also advise and represent corporate and individual borrowers in a wide variety of commercial and alternative financing transactions.

Corporate and Business Counseling

Our Corporate and Business Counseling Practice Group provides counseling on business organization and entity formation suited to each individual client’s needs.  We assist our clients devise the ideal capital structure corresponding to their business interests and goals and attend to corporate governance and shareholders’ interrelations.

We also advise management and boards of directors in connection with day-to-day corporate affairs and corporate responsibility and duties. In our role as corporate counsel, we offer advice and guidance on contract negotiations and contract drafting in virtually all types of business  ventures, paying particular attention to protecting our clients’ interests in the event a conflict results.

 

Government Contracts and Procurement

Our Government Contracts and Procurement Group represent government agencies and other instrumentalities, as well as individuals and private entities, in the structuring, negotiation, and implementation of governmental infrastructure, reorganization, and procurement projects and proceedings, including government-sponsored real estate developments. Our Government Contracts and Procurement Group attorneys are members of the Corporate and Litigation Departments who have experience in a wide range of government contracts and procurement issues and have successfully represented clients in challenging bid awards brought before bid boards and appellate courts. In addition, we have advised and counseled government agencies and instrumentalities on administrative law issues and drafted procurement regulations. ,

 

Dealer and Distribution

Our Dealer and Distribution Practice Group offers its clients comprehensive advice and representation in matters related to Puerto Rico dealer’s and sales representative’s protection statutes. The scope of our services in this practice encompasses the counseling, drafting and review of distribution and sales representative agreements and proposals, the negotiation of modifications or termination of relationships and the evaluation, among others, of potential litigation scenarios. If litigation ensues, our Litigation Practice Group has ample experience in these statutes and the litigation of matters arising under them.

 

 

 

Energy

Our Energy Practice Group counsels and assists clients in various aspects of the energy business, including the development, financing and permitting of power generation projects and other infrastructure projects. We have been involved in the financing and acquisition of different energy projects within Puerto Rico and abroad, including the acquisition of certain energy related properties in Puerto Rico previously owned by Enron Corporation. While involved in these transactions, our Energy Practice Group is able to provide all necessary services for extensive due diligence, including environmental due diligence and review of all necessary licenses and permits, including environmental permits. In addition to financings and acquisitions of energy projects, our Energy Practice Group has been involved in the development and permitting of two of the principal private energy projects in Puerto Rico. We have also represented and assisted the Government of Puerto Rico in the development of alternate energy projects for the production of renewable energy.

Health Law

Our Health Practice Group serves a diversified sector of the industry, including pharmaceutical distributors, diagnostic clinical laboratories, medical device, equipment and DME suppliers, medical groups, physician-owned companies, hospitals and other health facilities, and health maintenance organizations. We provide targeted advice on areas that affect our clients, including finance, operation and contractual arrangements, among others. Our attorneys have significant experience in providing counseling and representation to our clients and in structuring complex transactions that comply with the local and federal statutes and regulations that may have an impact over their operations.

Mergers, Acquisitions and Joint Ventures

Our Mergers, Acquisitions and Joint Ventures Practice Group provides an array of services to our clients in connection with the acquisition, sale, reorganization and restructuring of corporations, limited liability companies, partnerships and other business entities. Our experienced attorneys structure sophisticated transactions such as mergers, stock and asset purchases and sales, recapitalizations, divestitures, leveraged buyouts and other corporate combinations and restructurings.

Non-Profit and Charitable Organizations

Our firm has extensive experience in all respects relating to nonprofit and charitable organizations, including nonprofit corporations, charitable trusts, trade associations, private foundations, hospitals and other types of nonprofit and charitable entities.  The scope of our work in this area includes nonprofit corporate law, corporate governance, tax exemption, compensation and benefits, tax-exempt financing, business transactions and others.

 

Real Estate

Our Real Estate Practice Group regularly counsels and advises clients on all aspects of the real estate industry, including the acquisition, development, financing and construction of all types of projects and properties. Our attorneys have substantial experience in real estate and construction matters and have represented purchasers, sellers, mortgagees, mortgagors, and developers of real property in Puerto Rico, including shopping centers, office buildings, residential, hospitality and commercial developments, and government-sponsored specialized developments.  In addition, our Real Estate Practice Group regularly advises clients regarding land use, zoning matters and urban planning.

Reorganizations, Restructuring & Workouts

On a regular basis, our Firm represents individuals and business debtors, and secured and unsecured creditors, including financial institutions, in reorganizations, restructuring and workout transactions to renegotiate financing agreement terms. We have substantial experience in the workout of financially troubled transactions, which enables us to provide assistance in the transactional workout phase, as well as in any resulting litigation or debtor bankruptcy.

Tax Incentives

Our attorneys have extensive experience the field of local tax incentives laws, and provide advice and support in the negotiation of tax incentives grants, including but not limited to those related to industrial tax exemption, export services exemption, hospital tax exemption, tax incentives for relocated investors, as well as other incentives available in connection with certain economic activities, such as  hospitality and tourism, international insurance, banking and financial centers, real estate and agriculture.

Insurance

Attorneys in our Corporate and Litigation Departments have advised and counseled clients with issues such as policy coverage, limits and exclusions, claims and related disputes, including bad faith litigation. We also represent insurance companies and third-party administrators in tort related litigation.

Dispute Resolution

 

Our Litigation Department has substantial experience representing companies, banks and other business and government entities in all aspects of federal and local civil and commercial litigation, mainly in the areas of commercial law, contract disputes, collection of monies and bankruptcy law, before all forums, including arbitration and mediation and administrative proceedings. Our attorneys offer their ample experience in assisting clients in the resolution of complex controversies at all trial and appellate levels.

Our clients include corporate entities, financial institutions, insurance providers, and individuals in a wide range of industry sectors. The practice areas of our Litigation Department include:

• Bankruptcy
• Business and Corporate Litigation
• Civil and Commercial Litigation
• Insurance Litigation
• Securities Ligation
• Alternative Dispute Resolution
• Distribution and Franchising Law
• Labor and Employment Litigation

Bankruptcy-Insolvency

Our Bankruptcy Practice Group provides counseling and advice to financially distressed clients and clients dealing with financially troubled third parties.

We have significant experience in all bankruptcy controversies, including liquidation, reorganization, asset restructuring and lender liability, among others, as well as workout negotiations and foreclosures that are affected by bankruptcies.

Our attorneys represent secured and unsecured commercial and individual creditors, including financial institutions, corporations and partnerships, through all phases of insolvency proceedings.

• Relief from automatic stay and preference litigation
• Litigation related to fraudulent transfers and conveyances
• Insolvency and valuation disputes
• Plans of reorganization under Chapter 11
• Transactions, settlements and plans involving bankruptcy considerations
• Complex asset restructuring
• Collection cases
• Lender liability cases
• Liquidation cases
• Intra-bankruptcy bid processes and stalking horse recognition for intervening third party purchasers

Business and Corporate Litigation

Our Firm provides counseling and representation to our business clients in disputes with other businesses, government entities or individuals.  Our in-depth knowledge of finance and business and corporate dealings, together with our vast and varied litigation experience, allows us to provide our clients with a unique array of services in this area, including developing solutions to complex problems and strategizing alternatives to a successful and cost-efficient resolution.  In this regard, we offer counseling and representation in connection with, among others, corporate debt collections, breach of contracts, contract interpretation, breach of fiduciary duties, post-closing disputes, shareholders/partnership disputes, regulatory investigations and litigation, bankruptcy adversary proceedings, insurance and coverage claims and others.

Civil and Commercial Litigation

Our Civil and Commercial Litigation Group represents clients in a broad range of areas affecting individuals and businesses, as well as their respective enterprises, in local and federal Court, administrative forums or through alternative dispute resolution mechanisms. Our Firm has vast experience in representing clients in all phases of administrative litigation, representing complainants and defendants alike, including evidentiary hearings before the Consumer Affairs Department and the Puerto Rico Permit Management Office, and the entire appeals process before the Puerto Rico Court of Appeals and the Puerto Rico Supreme Court.

Insurance Litigation

Our Litigation Group represents carriers in insurance coverage and bad faith litigation, including business auto coverage and prosecution of potential exclusions for our clients, before the local and federal courts.

Securities Litigation

Our Litigation Group represent clients in derivative action suits and litigation related to mergers, acquisitions and other relevant management decisions. Our attorneys have successfully defended companies and management and garnered significant judgments on their behalf.

Alternative Dispute Resolution

Our Alternative Dispute Resolution Practice Group offers our clients mechanisms for resolving their commercial and civil disputes in a cost effective manner through a wide range of strategic dispute resolution methods, including arbitration, mediation, conciliation, case evaluation and risk assessment, and negotiation, among others. Our attorneys provide their expertise to effectively help clients prevent, manage, and/or resolve disputes at the earliest possible stage. We have participated in arbitration and mediation procedures before the International Center for Dispute Resolution.

Distribution and Franchising Law

Our Distribution and Franchising Practice Group has significant experience in commercial and civil litigation matters brought before federal and local courts under Puerto Rico dealer’s and sales representative’s protection statutes.  In addition, we handle cases involving franchising matters.

Labor and Employment Litigation

Our Labor and Employment Group, together with our Litigation Group, provide representation to clients in connection with employee claims during and after termination of employment, employment discrimination litigation, employee disciplinary issues, harassment and discrimination claims, employee benefits, wage and hour claims, workers’ compensation claims, wrongful termination, policy violations, ethical violations, retaliation, whistleblower claims, family medical leave act claims, unemployment claims, and all labor and employment related types of claims, in administrative and judicial forums, local and federal, including appeal processes.

Labor and Employment Counseling

Our Firm provides counseling to private and public sector clients in all areas related to labor and employment, including formulation of human resources and labor policies, hiring practices, preparation of employment manuals and other related internal employee manuals, employment agreements, including executive employment agreements, confidentiality, non-competition agreements, independent contractor agreements, termination agreements and general releases, severance agreements and other related contracts. We also counsel clients and assist them in matters related to local and federal statutory and regulatory compliance, management of workplace safety issues, local unemployment law issues, local payroll and chauffeurs’ taxes, workers’ compensation matters, development of ethical compliance guidelines for management and other employee, preparation and management of workforce restructuring plans, as well representation in employee negotiations.

ATTORNEYS

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The following is a list of our attorneys and a brief summary of the relevant academic background and professional experience of each of them.

 

 

Partners/Members

Juan Ramón Cancio-Ortiz

Jorge L. Covas-Mendoza

Carlos P. Santiago-Sarkis

Rodney W. Colón-Ortiz

Junior Partners

 

Charles E. Vilaró-Valderrábano

Cristina M. García-Hall

Counsel

Luisa M. Vela-Gutiérrez

Ileana M. Oliver-Falero

Associates

Aníbal J. Mendín Sánchez

Michael Román Cardona