COMPREHENSIVE CORPORATE, BANKING AND SECURITIES ADVICE
& SECURITIES PRACTICE
Our comprehensive corporate, banking and securities law practice encompasses regular advice on transactional matters, regulatory matters and enforcement matters under Puerto Rico and federal laws affecting domestic and foreign banks, international financial entities, securities firms, investment advisers, investment funds, non-bank lenders, insurance-related companies and other financial services firms, as well as other business enterprises. We are recognized for our knowledge-focused practice in the regulatory framework within which banks, other financial institutions and investment firms operate. This means that our solution approaches are tailored to the client’s particular needs, taking into consideration effective risk management.
Our Firm has also been recognized for speaking the businesses’ language, broadening the businesses’ views, and providing more than just legal support, based on invaluable experiences obtained throughout our careers. Our Firm is experienced in working with every major U.S. federal and Puerto Rico financial services regulator, and constantly remain on top of the latest developments in our practice areas. Our team is also experienced in rulemaking commenting processes, including commenting proposed circular letters and regulations to be issued by Puerto Rico government agencies. Our attorneys are well-versed in complex topics such as the Dodd-Frank regulatory reform legislation and related rulemaking, resolution planning, enhanced prudential standards, derivatives regulation and filings with the Commodity Futures Trading Commission (CFTC) under CFTC regulations. Our attorneys have extensive work experience with mutual fund formation and unique operations, having previously formed part of the creation of the initial largest investment company complex in Puerto Rico, as well as regulatory compliance issues under the U.S. Investment Company Act of 1940, the Puerto Rico Uniform Securities Act, and the U.S. Investment Advisers Act and regulations thereunder by the Securities Exchange Commission (SEC) and the Puerto Rico Office of the Commissioner of Financial Institutions (OCFI).
SOME OF OUR SPECIALTY AREAS AND SERVICES INCLUDE:
- Entity formation and organizational matters, chartering/licensing/registration, governance, raising capital, operational matters, regulatory approvals, holding company requirements, and corporate business deals.
- Negotiating and documenting transactions and contractual relationships with stakeholders of financial institutions and other enterprises, including partnership and operating agreements, and arrangements with service-providers and end-customers.
- Representing lenders in lending transactions, including a wide variety of cutting-edge and cross-border financing transactions, as well as borrowers and issuers in sophisticated financing transactions and financing sources.
- Joint ventures, acquisitions, dispositions and special financings.
- Advising boards of directors, executive management, and officers in their duties to the company itself, its creditors, shareholders, and regulatory bodies.
- Structuring and drafting documentation for financial institutions’ operations, outsourcing and vendor relationships, as well as for client-facing products and services, including innovative offerings in the fintech, technology and cryptocurrency areas.
- Representation of clients before the Office of the Commissioner of Financial Institutions (OCFI), the Federal Reserve Board, the Federal Deposit Insurance Corporation (FDIC), the Financial Crimes Enforcement Network (FinCEN), the Securities & Exchange Commission (SEC).
- Advise on implementation of client initiatives in compliance with laws and regulations, including current issues relating to fintech, digital apps and platforms, blockchain and crypto-assets, and application of new technologies to payment systems and other financial sector products and services.
- Capital raising and offering of securities in compliance with laws and regulations.
- Development of compliance and regulatory policies and procedures under banking and securities laws and regulations, including SEC, OCFI, CFTC and FINRA rules.
- Frequent consultations on preventative or detective internal assessments or examinations on the full range of topics related to regulation of financial institutions, such as safety and soundness requirements, enhanced prudential standards and OCFI examination components, economic sanctions, Bank Secrecy Act anti-money laundering and know-your-customer requirements; consumer financial regulation, such as unfair and deceptive practices, disclosure obligations, fair lending, and privacy; custody matters, and broker-dealer and investment adviser regulation.
- Assist in examinations, investigations, and enforcement actions brought by regulatory bodies overseeing the financial industry in Puerto Rico, representing clients in their negotiation, response and prompt resolution.
- Advise on investigations into banking operations and regulatory procedures, including establishing investigative or mitigation protocols.
- Arbitration, litigation at all trial and appellate levels, and administrative proceedings, representing banks, lenders and other financial entities in relation to their practices.
Securities Matters and Investment Funds
- Advising on private equity, fund formation, and the regulatory framework for sponsors, and in certain instances, for investors, across different asset classes, including private equity, venture capital, venture studio, hedge funds, and real estate syndication.
- Provide advice on securities laws and regulations applicable to activities of investment funds, investment advisers and broker dealers, including SEC registration or exemption for registration for investment advisers, FINRA membership for broker-dealers, licensing/registration of investment adviser representatives, financial advisors and registered representatives, CFTC registration or exemption for commodity investment advisers and commodity pool operators, and ERISA considerations.
- Obtain administrative rulings and determinations from the OCFI as the local securities regulator.
- As the go-to firm for international financial entities and international banking entities, our Firm has representative experience in:
- Chartering numerous international financial entities under Act 273-2012, including solicitation of rulings and waivers.
- Creating and licensing of the first international financial entity allowed to offer products and services related to cryptocurrency.
- Negotiating, performing due diligence and counseling on acquisitions or dispositions of several international financial entities.
- Registration of investment advisers and their investment adviser representatives and solicitors, with the SEC and/or the OCFI and assist in the FINRA licensing process.
- Rulings and administrative determinations by the OCFI regarding Private Fund Adviser Exemption (Exempt Reporting Adviser) and other investment adviser legal requirements, including performance allocation arrangements.
- Negotiation, due diligence and acquisition of businesses, including in the hospitality and insurance industries, commercial space, and financial institutions.
- Counseling private companies with respect to private offering transactions under Regulation D of the SEC and other private placement regimes.
- Structuring and documentation for financial services and products, including networking agreements, custody agreements, factoring, bank account agreements, ACH agreements, remote deposit capture agreements, correspondent bank agreements, white label agreements, licensing agreements and others.