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Commercial Litigation Law Firm of the Year in the Philippines DivinaLaw Atty. Nilo T. Divina Managing Partner Tel: +632 822-0808 nilo.divina@divinalaw.com www.divinalaw.com DivinaLaw is illustrious for its holistic handling of mergers and acquisitions through the prevention of legal problems and cost-effective, strategic and innovative solutions to legal and implementation issues. The Firm’s M&A experience may be considered among the most extensive in the country. It represents a broad range of high-net worth individuals, private and public corporations, both local and international. Its undisputed track record in providing strategic legal advice, formulating cost-effective structures and high quality innovative approaches involving – a. M&A planning, including documentation of the Plan and Articles of Merger, obtaining regulatory approvals and post-merger implementation; b. Initiation and thwarting of corporate takeovers, management buy-outs and asset/equity divestments; c. Corporate workouts, rehabilitation, restructuring and recapitalization; d. Shareholder agreements, block sale and pooling arrangements; e. Joint ventures and asset acquisitions; f. Private and public equity offers and acquisitions; and g. Extensive legal and corporate due diligence.

DivinaLaw assists clients throughout all stages of a project; providing legal advice and strategies that are practical and cost-efficient. The Firm performs extensive due diligence and suggests constructive ways to adequately protect the interests of the client. Innovative approaches are employed to ensure that the clients’ desired results and objectives are attained without violating the requirements laid. The merger and acquisition team has the experience and expertise in acting as counsel for either the surviving or absorbed corporation in a merger. It has assisted clients in negotiating the terms of the merger, drafting the plan and articles of the merger, obtaining regulatory approvals, securing BIR rulings on tax-free exchanges as well as carrying out post-merger implementation. DivinaLaw also advises on a full range of deal structures from initiating and thwarting takeovers, leveraged and management buy-outs, proxy solicitations, tender offers and divestments; and is skilled in providing practical and commercial advice on how to deal with corporate rehabilitation and insolvency. It has been involved in major litigations representing the creditor or the financially distressed debtor. It has represented both creditors and borrowers in complex and simple loan and facility syndications. The Firm

provides holistic advise from inception to actual implementation as advice is not limited to legal aspect but also regulatory and taxation and avoidance of potential litigation. The Firm’s affiliation with and membership in international legal associations, Lawyers Associated Worldwide and LegaLink, gives it access to cross-border information crucial to international M&As. Its experience in structuring foreign investments stems from its involvement in various transactions for different industries, e.g., power, financial, retail, steel, and realty. Last but not least, investment services include setting up offshore companies; the documentation of fixed rate corporate notes, fixed rate note sub-participations, and assetbacked securities, convertible bonds, trade finance facilities and debt assignments; international swaps and derivatives (schedule and transactions); and registration, incorporation and capitalisation of representative and branch offices. All of these can be serviced by DivinaLaw because it has entrenched affiliations with international law firms worldwide, thus enhancing and casting a broader net of legal advice and protection as the impacts of transactions outside the Philippines’ jurisdiction are considered and taken into account.

Industry Choice - Intellectual Property Law Firm of the Year in the Philippines Cruz Marcelo & Tenefrancia Susan D. Villanueva Senior Partner Tel: +632.810.5858 sd.villanueva@cruzmarcelo.com; ip@cruzmarcelo.com cruzmarcelo.com

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Our Intellectual Property Department consistently ranks among the top IP practices in the Philippines and is highly regarded both locally and internationally. Among our affiliations are the following: Intellectual Property Association of the Philippines; Association Internationale pour la Protection de la Propriete Industrielle; International Trademark Association; European Communities Trademark Association; Licensing Executives Society Philippines/Licensing Executives Society International (LESI); International Referral Group; Marques; Asian Patent Attorneys Association; ASEAN Intellectual Property Association; Japan Institute of Inventors & Innovation Alumni Association; and Intellectual Property Alumni Association.

Cruz Marcelo & Tenefrancia is a full-service firm with proven expertise in different practice areas such as Corporate and Commercial Law, IP, Litigation and Dispute Resolution, Mining and Natural Resources, Energy, Taxation, Labor and Employment, and Immigration.

The head of our IP Department, Ms. Susan D. Villanueva, is the Co-Chairperson of the Advisory Council for Intellectual Property, a committee composed of experts tasked to advise the Director General of the Intellectual Property Office of the Philippines (IPO). Our Ms. Patricia A. O. Bunye is the President of LESI [2016-2017].

Our patent attorneys are registered patent agents who topped the Patent Agent Qualifying Exam jointly administered by the IPO and the European Patent Office in chemical and non-chemical fields. Our patent attorneys have drafted patent applications which have been registered in the Philippines and in other jurisdictions.

Global Awards 2017

Our IP practice includes, but is not limited to: trademark and patent prosecution, and copyright deposit; protection of business models, trade secrets and undisclosed information; IP commercialization; drafting, reviewing, negotiating and registering technology transfer agreements with the IPO; IP due diligence and audit of IP assets; registration of food, cosmetics and drugs; administrative, civil and criminal cases, dispute settlement and mediation involving IP rights; and anti-piracy programs and IP enforcement cases.

Moreover, our IP Department has streamlined its processes to be able to easily meet the needs particular to this field of law. An efficient automated database has been put in place so that all deadlines are closely monitored and met. In 2016, our lawyers successfully represented Therapharma, Inc. as an intervenor in a case filed by E.I. Dupont De Nemours and Co. to revive its Philippine Patent Application for losartan, which had earlier been declared by the Philippine Intellectual Property Office as abandoned for more than thirteen (13) years. E.I. Dupont initially won a reversal of the IPO’s declaration of abandonment before the Court of Appeals (CA) but after intervening in the CA case and on a motion for reconsideration, where we pleaded the public interest aspect of the case, we won a reversal of the earlier CA Decision. E.I. Dupont appealed the CA ruling to the Philippine Supreme Court (SC). After 10 years of litigation, the SC recently upheld our contentions and ruled in favor of our client. The SC held that it was contrary to public interest to revive a patent application that was abandoned by E.I. Dupont with inexcusable negligence.

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