Morgan & Morgan

The need to find mitigation mechanisms against climate change increases as time passes.

This article is intended to inform about the advantage of using a “Reserve Director” in the jurisdictions of the British Virgin Islands (BVI) and Belize.

Electoral labor immunity in Panama is a matter of crucial importance for both employers and employees, to ensure fairness and democratic participation in the electoral process, especially for those employees who decide to run as candidates or are elected to public office.

During the past few years, the Panamanian Supreme Court has issued interesting rulings defining controversial issues ultimately in favor of Panama as a pro-arbitration jurisdiction.

Panama, June 25, 2024. Morgan & Morgan served as legal advisors of Biocorp Holding,

Panama, June 19, 2024. Morgan & Morgan advised Corporación Interamericana Para El Financiamiento de Infraestructura, S.A. (“CIFI”),

Morgan & Morgan has advised Platinum Brands, S.A. (“PBSA”) on the acquisition of assets related to the operation of the Kentucky Fried Chicken (KFC) and Dairy Queen franchises in the Republic of Panama,

Morgan & Morgan acted as local legal counsel to Carbon Streaming Corporation and Rubicon Capital LLC in relation to a Carbon Credit Stream Agreement by and between Azuero Reforestación Colectiva, S.A. (“ARC”),

In July 2011 Belize faced its Third Round of Mutual Evaluation by the Caribbean Financial Action Task Force (CFATF).

The President of the Republic has issued the new Minimum Wage Decree that becomes effective as of January 16th,

Panama, February 13, 2024. Morgan & Morgan Legal acted as Panamanian legal counsel to Cirsa Finance International S.à.r.l. (the “Issuer”),

Panama, February 20, 2024. Morgan & Morgan Legal advised Sojitz Corporation in the acquisition of the shares of Silaba Motors (also known as "Grupo Sílaba"),

Panama, December 1, 2023. For eleven consecutive years, Morgan & Morgan has received the “Leading Lights” recognition in Latin America for the firm´s Pro Bono program. In Panama, only Morgan & Morgan achieved this status, sharing honors with leading regional firms.

Panama, December 18, 2023. The Republic of Panama promotes the participation of foreign companies in its public procurement market and encourages competition to ensure efficiency and quality in the execution of projects and the provision of goods and services.

Panama, January 5, 2024. The World Services Group (WSG) Tax Group has published Navigating Tax Law Policies in Latin America, a country-by-country Guide that provides detailed insights, updates and trends on important laws and policies throughout the region.

Executive Decree No. 1 of January 10th, 2024 The President of the Republic has issued the new Minimum Wage Decree that becomes effective as of January 16th, 2024, considering that a consensus was not reached in the Minimum Wage Commission, and it is up to the Executive Branch to set the new applicable rates.

Panama, January 8, 2024. Morgan & Morgan Legal acted as the Panamanian legal advisor for Mercandú, a startup based in El Salvador that operates the largest marketplace in the Central American region, offering over 500,000 products,

Panama, May 30, 2023. Morgan & Morgan Legal advised First Quantum Minerals Ltd. (“FQM”) in the offering and issuance of its $1,300,000,000 aggregate principal amount of 8.625% senior notes due 2031 (the “Notes”).

Panama, June 1, 2023. Morgan & Morgan Legal represented Greenwood Energy Central America Corp. (“Greenwood”), in the financing for the development,

Panama, June 2, 2023. Morgan & Morgan Legal provided legal counsel to Inversiones Inmobiliarias Casas Grandes, S.A. (“Casas Grandes”), as sponsor,

Panama, April 5, 2023. Morgan & Morgan Legal represented MMG Global Allocation Fund, Inc.

100 years of legacy, successful trajectory and commitment to its clients, professional staff, and the community.

Morgan & Morgan Legal advised Green Tower Properties Inc. (“Green Tower”) and its shareholders, in the registration and conversion as a Sociedad de Inversión Inmobiliaria (the Panamanian equivalent of a Real Estate Investment Trust or “REIT”) before the Superintendence of the Securities Market of Panama (the Superintendencia del Mercado de Valores or “SMV”), and in the registration of its Class B Shares before the SMV and the Latinamerican Stock Exchange, S.A. (the Bolsa Latinoamericana de Valores, S.A. or “LATINEX”). The REIT was authorized by the SMV to publicly offer up to 3,000,00 of its Class B Shares. Said registration and listing enabled Green Tower to make an initial public offering (IPO) of its Class B Shares, of which a total of 243,823 shares were successfully placed in the primary market through LATINEX for a gross amount exceeding US$7,000,000. Said IPO will allow Green Tower to make a repayment of US$7,000,000 in debt amortization of the Series A real estate bonds, improving its cash flow and reducing its level of leverage. Additionally, the registration and listing of its Class B Shares will also allow pre-existing shareholders of Green Tower to monetize their initial investment in Green Tower through the sale of such Class B Shares in the secondary market through LATINEX.

Morgan & Morgan Legal acted as lead Panamanian legal counsel to First Quantum Minerals Ltd. (“FQM”) and Minera Panama, S.A. (“MPSA”), a subsidiary of FQM, in all aspects related to the negotiations with the Government of Panama for a refreshed mining concession agreement for the Cobre Panama Project (the “Draft Refreshed Contract”).  On March 8, 2023, after a 2 year long, arduous, and complex negotiation process, the parties agreed on the final terms and conditions for a Draft Refreshed Contract.

For the fifth consecutive year, the Corporate Reputation Business Monitor (MERCO), a reference monitor for Ibero-America, presented the rankings of 100 companies and the 100 leaders with the best reputation in Panama.

Morgan & Morgan Legal is pleased to announce the recent promotion of attorneys Ana Carolina Castillo Solis and Laura Barrios Altafulla as partners of the firm's Corporate Law and Estate Planning and Corporate Services departments, respectively. These designations reinforce the firm’s commitment to gender equality and equal opportunities in the workplace.

Morgan & Morgan Legal represented Cochez y Cía., S.A. (the “Issuer”), in the registration of revolving commercial papers for an aggregate of US$10,000,000, under the abbreviated registration process for recurring registered issuers with the Superintendency of Capital Markets of Panama, in order for the Issuer to publicly offer the bonds in multiple series.

Morgan & Morgan Legal represented Cochez y Cía., S.A. (the “Issuer”), in the registration of revolving corporate bonds for an aggregate of US$90,000,000, under the abbreviated registration process for recurring registered issuers with the Superintendency of Capital Markets of Panama, in order for the Issuer to publicly offer the bonds in multiple series, including the issue of Series of Green or Sustainable Corporate Bonds.

Morgan & Morgan Legal represented MMG Bank Corporation (“MMG Bank”), as lender, in a financing to be granted in favor of Daconan Star Solar, S.A. (“Daconan”), to be used for expansion, by 2.64 additional megawatts of the capacity of a photovoltaic project called “Daconan Solar”, with an installed capacity of 3.24 megawatts, located in the Province of Veraguas.

Morgan & Morgan Legal represented Corporación Andina de Fomento (CAF- Development Bank of Latin America) (the “Issuer”), in the listing and placement through the Latin American Stock Exchange (“Latinex”) of a Series of Step-Up Fixed Rate Notes for an aggregate of US$200,000,000 (the “Notes”), under the US$30,000,000,000 Medium Term Note Programme. The Notes are subject to English Law and exempt from registration with the Superintendency of Capital Markets of Panama by virtue of article 129(1)(b) of Decree Law 1 of 1999, as amended, which exempts registration of public offering of securities issued by international organizations of which the Republic of Panama is a member, which is the Issuer’s case.

Panama, July 4, 2022. Morgan & Morgan Legal advised Supermercados Xtra, S.A., one of the leading supermarket chains in Panama (the “Issuer”), and its shareholders in the registration of its 12,500,000 common shares (the “Common Shares”) with the Superintendency of Capital Markets of Panama for their negotiation in a secondary market transaction through the Latinamerican Stock Exchange (“Latinex”).  The Common Shares were successfully placed and sold in the secondary market of Latinex to almost 250 new investors for a sum in excess of US$45,500,000.00. This transaction is the first placement of common shares in Panama by an issuer of the retail sector in the last 20 years.

Panama, July 8, 2022. Morgan & Morgan Legal is pleased to announce the recent incorporation of Mr. Jose Rafael Reyes as partner and head of the Taxation practice group of the firm.

Morgan & Morgan Legal advised Mercantil Holding Financiero Internacional, S.A. (MHFI), a subsidiary of Grupo Mercantil, in relation to the execution of the Promissory Share Purchase Agreement (the “SPA”) dated June 29, 2022, by and among the shareholders of Capital Bank, Inc. (“Capital Bank”) as sellers (the “Sellers”), and MHFI, as a buyer, whereby the parties agreed to execute the sale and transfer of 100% of the issued and outstanding shares of Capital Bank and its subsidiaries, and 100% of the issued and outstanding shares of Mercantil Banco, S.A. (a subsidiary of MHFI), to a new entity that will be owned by MHFI (in a 80%) and the Sellers (in a 20%). Additionally, the parties agreed that MHFI would acquire 100% of the issued and outstanding shares of Capital Assets Consulting, Inc., a brokerage firm associated with Capital Bank.

The United Kingdom (UK) Economic Crime (Transparency and Enforcement) Act (the Act”) came into force on 15th March, 2022.

Morgan & Morgan submitted before the United Nations Organization (UN) Forum its Sustainability Report 2021, a document that provides relevant information on its processes, sustainability strategy, and achievements for the 2021 year and its significant economic, environmental, and social impacts.

Panama, March 23, 2022. Morgan & Morgan Legal acted as Panamanian counsel to Generadora de Gatun, S.A., as borrower, and AES Panama, in the senior and mezzanine financing for the development, design, engineer, procurement, construction, commissioning, testing, start-up, operation, and maintenance of an approximately 670-megawatt combined-cycle natural gas-fired power plant, together with all interconnections and certain associated infrastructure, to be located on Telfers Island, province of Colon, Republic of Panama.

Panama, March 30, 2022. Morgan & Morgan Legal acted as Panamanian counsel to Farmalisto in the purchase of 100% of the Mexican pharmacy GoFarma. With this acquisition, the company advances its expansion process in the Mexican market and Latin America. Currently, Farmalisto has a presence in Colombia, Chile, Peru, and Mexico. In this country, it arrived in 2014, where it has established itself as one of the most important players in the pharmaceutical market.

Panama, March 31, 2022. Morgan & Morgan Legal advised Banco General, S.A., and Banistmo, S.A., as arrangers and underwriters in connection with the public offering and issuance by Fountain Hydro Power Corp. of corporate bonds for an amount of up to US$110 million registered with the Superintendency of Capital Markets of Panama and successfully placed through the Latin American Stock Exchange.

Morgan & Morgan Legal advised Orla Mining Ltd., as borrower and Minera Cerro Quema, S.A., as guarantor with respect to a secured credit facility of US$150 million (the “Credit Facility”). The Credit Facility includes a US$100 million term facility and a US$50 million revolving facility through a syndicate of lenders composed of The Bank of Nova Scotia, Bank of Montreal, and Canadian Imperial Bank of Commerce. The proceeds from the Credit Facility were used to repay the existing project finance facility, with the balance of the revolving facility available for general corporate purposes and working capital.

Morgan & Morgan Legal acted as Panamanian counsel to Avianca Holdings, S.A. (“Avianca”) and its subsidiaries, in connection with its financial and corporate restructuring process, implemented to emerge from Chapter 11 proceedings in the United States of America, after having filed for bankruptcy protection in U.S. Courts back in May 2020. Avianca’s emergence from Chapter 11 involved the offering of Senior Note Indentures which resulted in over US$1,700,000,000.00 in new investments used to reduce debt and obtain liquidity, as well as a profound overhaul and reorganization of its corporate structure.

Morgan & Morgan Legal advised Supermercados Xtra, S.A., one of the leading supermarket chains in Panama (the “Issuer”), in the amendment to certain terms and conditions of the Issuer’s US$250,000,000 public bond issuance registered with the Superintendency of Capital Markets of Panama in order for the Issuer to offer and issue three (3) series of bonds for an aggregate of US$100,000,000, which were successfully placed through the Latin American Stock Exchange. The funds received by the Issuer as a result of the issuance of the three (3) series of bonds will be used by the Issuer for acquisitions and other corporate purposes.

Morgan & Morgan Legal acted as legal counsel of Supermercados Xtra, S.A. (“XTRA”) and Grupo Harari, in the reacquisition by XTRA and the purchase by Grupo Harari of the shares owned by Souq Investments LP, equivalent to 53% of the issued and outstanding shares of XTRA, resulting in Grupo Harari becoming the sole shareholder of XTRA.

Morgan & Morgan Legal represented Seven Seas Water (“Seven Seas”) and a group of its subsidiaries, in a US$205,000,000.00 financing with Deutsche Bank AG and Investec Bank, PLC, as lenders, which would be used to refinance a credit facility obtained by Seven Seas in June 2020, for US$163,000,000.00. Seven Seas is a portfolio of desalination and water supply projects in Latin America and the Caribbean, managed by Morgan Stanley Infrastructure Partners. Seven Seas is, among other things, owner of Aguas de Panamá, S.A., a company that holds a 30-year concession for the design, construction, operation, and maintenance of a potable water plant located at Laguna Alta in Arraiján, Panama.

Morgan & Morgan Legal acted as Panamanian counsel to Mercandú, a startup based in El Salvador, in designing the corporate structure and Seed investment round of US$1,500,000.00 with which it launched its e-commerce website and mobile app that operates a regional digital marketplace offering door to door delivery of over 150,000 products such as: Technology, Home, Vitamins, Makeup, Pets, among others. Mercandú currently operates in 14 states of El Salvador and intends to initiate operations in other countries of the region starting in 2022, and has more than 20,000 users, more than 60,000 monthly visits, and a 50% recurrence in orders, all of this accompanied by a 20% month-to-month growth in sales and orders in 2021. 

Morgan Legal acted as special Panamanian counsel to Global Climate Partnership Fund S.A., SICAV-SIF (GCPF) in connection with an unsecured facility agreement, dated as of September 24, 2021, by and among Corporación Interamericana para el Financiamiento de Infraestructura, S.A. (CIFI), as borrower, CIFI LATAM, S.A. and CIFI PANAMÁ, S.A., as co-obligors (the “Co-obligors” and together with CIFI, the “Obligors”), and GCPF, as lender.

Morgan & Morgan Legal acted as counsel to Cirsa Enterprises S.L.U. in connection with the offering of €615,000,000 aggregate principal amount of 4.500% Secured Notes due 2027, issued by Cirsa Finance International S.à.r.l., and to be guaranteed by the Cirsa Enterprises S.L.U. and, among others, Gaming & Services de Panama, S.A.

Morgan & Morgan Legal acted as Panamanian counsel to Banistmo S.A. in its role as agent of the three facility agreements.

Morgan & Morgan Legal advised the shareholders of the companies Galores Refrigerados S.A., Galores Logística S.A., and Avner Perry Investments, S.A. (the “Galores Group”), in connection with the sale of Galores Group to Emergent Cold Latin America (“Emergent LatAm”), Latin America’s newest temperature-controlled warehousing and logistics provider.

Morgan & Morgan Legal acted as Panamanian counsel to Avianca Holdings, S.A., as Debtor; and certain of its subsidiaries, as Guarantors, in connection with a DIP-to-exit facility used to repay Tranche A of US$ approximately 1,430,000,000.00, under a certain debtor-in-possession agreement executed on October, 2020, and its replacement with a new Tranche A-1 for US$ 1,050,000,000.00 and Tranche A-2 for  US$ 550,000,000.00, which would secure the company’s exit financing from its Chapter 11 reorganization proceeding in the United States of America.

The Center for Arbitration and Conciliation of Panama (CeCAP) approved Ms. Mayte Sanchez Gonzalez, senior associate of Morgan & Morgan Legal, on the list of authorized Arbitrators to act in arbitration, conciliation, and mediation processes carried out by this Institution for the period August 2021-August 2023.

Morgan & Morgan is pleased to announce the recent hiring of Mr. Alejandro E. Chevalier, as associate in the Litigation and Dispute Resolution team of the firm.

The Foundation was established to honor the memory of Eduardo Morgan Alvarez (1902-1988), founder of Morgan & Morgan, a self-taught lawyer by vocation who dedicated his life to the successful exercise of the law, to procure an equal access to justice and to serve his country.

The Ministry of Security modifies the requirements for the Temporary Residence Permit and the Permanent Residence Permit as Forest Investor.

The Ministry of Public Security modifies the requirements to request the residence permit for foreigners from specific countries who maintain friendly professional, economic and investment relationship with the Republic of Panama.

The Government of the Republic of Panama, in response to the new modalities of work worldwide, among these, remote working, considered it appropriate to create this subcategory within the Non-Resident Visas.

The CTA was enacted on January 1st, 2021 as part of the National Defense Authorization Act to prevent the use of companies to evade anti-money laundering rules or to hide other illegal activities. Under the CTA companies will be required to report information regarding its beneficial owners with a beneficial ownership registry maintained by the United States Treasury Department’s Financial Crimes Enforcement Network (FinCEN).

Morgan & Morgan advised Banco Davivienda Salvadoreño, S.A. in a US$39.5 million financing to companies that are part of the Premium Restaurant Brands group.