Resolving Board Deadlocks: Writing Tie-Breaker Clauses for 50-50 Joint Ventures in the Philippines
Guide to board deadlock solutions in 50-50 joint ventures in the Philippines, covering tie-breaker clause drafting, escalation, and exit options.
Debt-to-Equity Swaps: The Legal Process of Converting Parent Loans into Philippine Subsidiary Shares
Legal guide to debt-to-equity swap deals in the Philippines: intercompany loan capitalization, SEC amendment steps, and foreign ownership limits.
BSRD Registration for Dividends: Getting BSP Approval for Repatriation of Profits
Guide to BSP registration for dividend remittance: documents, process planning, and FX sourcing via Philippine banks for lawful profit repatriation.
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Re-domiciliation of Foreign Companies: The Legal Realities of Moving an Offshore Business to the Philippines
Re-domiciliation rules in the Philippines: SEC treatment, foreign corporation license issues, and how SEC amendment filings support continuity of the same entity.
Escrow Agreements in Cross-Border Deals (Philippines)
Philippine escrow agreements in cross-border SPAs: local bank escrow to hold funds, manage conditions precedent, and reduce signing-to-closing risk.
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Derivative Suits by Foreign Parent Companies: Holding Local Directors Accountable for Mismanagement (Philippines)
Philippine derivative suits by foreign parent companies: strict requisites, board-demand futility, corporate injury, and filing before Special Commercial Courts.
Unincorporated vs. Incorporated Joint Ventures: Exploring Legal Setups for Foreign Infrastructure Builders in Philippine Public Works
Compare unincorporated consortium vs incorporated corporation for foreign builders in PH public works: Section 22(B) NIRC, PCAB rules, tax and liability.
Using Preferred Shares for Foreign Control: Protecting Your Capital Inside the 40% Equity Cap (Philippine Law Guide)
Guide to using non-voting preferred shares under the foreign ownership cap, applying Gamboa v. Teves and SEC rules to protect investor capital.
The Successor Employer Doctrine in the Philippines
Successor employer doctrine in Philippine M&A: when mergers or takeovers carry over tenured employees, union/CBA duties, and DOLE/NLRC disputes.
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Asset Purchase vs. Share Purchase: Major Tax and Liability Differences in Cross-Border Deals in the Philippines
Asset purchase vs share purchase in Philippine cross-border deals: tax outcomes, hidden tax liabilities, merger characterization, and PCC notification basics.
