CORPORATE GOVERNANCE

Our Corporate and Commercial Practice is the largest in the Firm. It builds upon a history that dates back to our founding. It brings together business law and transactional work, with innovation and strategic entrepreneurial focus that have become our trademark.

A substantial number of our clients have been with the Firm since they began their business, some for more than 50 years. Even today, with clients among the largest global companies, we honor our roots and advise start-ups and small businesses with the same passion.

Therefore, while we maintain a profile in large, complex deals, representing businesses in the more visible national and international transactions we also assist them in their day-by-day activity.

Santamarina y Steta is recognized for designing and implementing innovative deals, that require a sophisticated approach, and for devising ground-breaking solutions that frequently become common play in corporate law.

Our approach is pro-active, hands-on and multidisciplinary.

When the project so demands, we work alongside with specialists within the Firm and with other advisors of the client. We draw from the experience of our other practice areas, such as tax, competition, intellectual property, labor and employment and litigation, to develop the client’s projects and defend its interests, creating added value to the client.

When the project so demands, we work alongside with specialists within the Firm and with other advisors of the client. We draw from the experience of our other practice areas, such as tax, competition, intellectual property, labor and employment and litigation, to develop the client’s projects and defend its interests, creating added value to the client.

Our services in this practice area include:

  • General corporate advice to national and international companies in the structuring, formation, implementation, governance and winding up of a variety of domestic and international ventures and strategic alliances. We also assist our clients with their secretarial duties and reporting requirements as well as on the decision-making process relating to their daily operations.
  • Joint venture and shareholders agreements, providing advice on designing, negotiating and drafting governing documents. This includes drafting of bylaws and contractual provisions relating to qualified majorities, share transfer restrictions, buy-sell options, tag along and drag along rights and other exit strategies, corporate governance, non-compete and exclusivity provisions, among others.
  • Corporate governance, including providing advice to shareholders, senior management, boards of directors, and board committees on compliance, best business practices, disclosure requirements, and on drafting and implementing corporate governance documents, such as audit policies, codes of ethics and resolutions of the corporate bodies.
  • Commercial and licensing agreements, including the negotiation, drafting and implementation of local and cross-border contracts to purchase, sale, distribute or supply goods or services, manufacturing agreements, franchise and licensing agreements and E-commerce. We are acquainted with the interpretation and application of UNCITRAL, INCOTERMS and other rules, protocols and treaties relating to international undertakings.
  • Corporate restructuring, including advice on restructuring groups of companies, intergroup transactions and compliance with permitting and filing requirements.
  • Corporate compliance, including the performance of due diligence procedures to analyze and detect potential infringements and risks, and support in providing educational training to employees and follow up corrective activities.