MERGERS AND ACQUISITIONS

• Purchase Transactions
• Sales and Mergers
• Divestitures
• Leverage Buyout transactions
• Spin-offs
• Recapitalization and other corporate restructurings
• Issuer and third party exchange offers
• Assessment to buyers, sellers, target companies, investment dealers, banks, and other financial intermediaries.

• Integral Advise on Labor Issues
• Labor Settlements
• Labor Dispute Prevention
• Drafting and Preparation of Internal Company Policies
• Labor Lawsuits
• Workshops addressed to Corporate HR Departments
• Consultation on Good Labor Practices
• Labor Due Diligence

-Music, Motion Picture, Sports, Games, and Live Entertainment-

·         Drafting, preparation, and negotiation of Entertainment Agreements including, but not limited to: Personal Management Agreements, Recording Agreements, Band Agreements, Distribution Agreements, Talent Agreements, Production Agreements, and Licensing Agreements.

·         Copyright and Trademark advise in conjunction with our IP Department

·         Litigation

·         Structuring of financing and funding for potential growth opportunities

·         General corporate advise to Entertainment Entities

Public Contracting

• Analysis of the terms reference.
• Preparation and presentation of public bids.
• Review and analysis of competitors offers.
• Negotiation of public contracts.
• Preparation and litigation of contract claims.
• Design and construction contracts.

• Licenses, concessions and permits.
• Government audits, claims and penalties.
• Negotiation and review contract proposals, equitable adjustments and termination settlements.
• Investigation and registrations of properties in Public Registry, including preparation of title reports.

Complex Business and Real Estate Litigation

Sfera Legal has a litigation team which has specialized in complex litigation matters which have included corporate, real estate, shareholder and regulatory issues.

The team's success rate is very high and clients are satisfied with the response times, alternate strategies proposed by the members and the constant follow up required to litigate in Costa Rica.

The team has also participated and continues to participate in national and international arbitration including an important case before ICSID. Clearly, despite the specialty and experience in more complex matters, the team does provide services in less complex civil, labor and commercial matters as a complimentary service to many of its clients.

Project Finance, Real Estate and Real Estate Development

• Representing leading project sponsors, lenders, equipment suppliers, infrastructure funds, insurers, public sector entities and rating agencies
• Litigation and dispute resolution
• Public and private partnership structures
• Secured lending
• Multi-sourced lending arrangements
• Privatizations and related transactions
• Private equity investments
• Complex debt restructurings

• Construction and development issues
• Joint ventures
• Acquisition and sales
• Planning and environmental issues
• Development loans
• Expropriations
• Land use and maritime zone issues
• Preparing purchase and sale agreements
• Investigating and registering property in public property registries, including preparing title reports.

Corporate and Commercial Law

• Consortia, partnerships and joint ventures
• Shareholder's agreements
• Due diligence
• Corporate governance
• Corporate succession
• Corporate records
• Corporate litigation
• Minority rights
• Creditors rights
• Management agreements

• Employment relationships
• Implementation of innovative transactions
• Drafting and filing of charter documents and bylaws for legal entities
• Establishing, structuring and restructuring of business, companies and groups
• Business planning
• Business disputes and contracts
• Stock option plans

Banking Law

Sfera Legal has successfully represented three of the largest international banks in the region for more than 5 years.

These banks have required services not only for regulatory issues but also day to day operational issues, including private placements and lending operations.

The years of representation are important evidence of the efficient services and success that Sfera Legal has maintained in the representation of these institutions.

Energy, Technology and Telecomunications

• Added value telecommunication services
• Fixed and mobile telephony
• Wired and wireless networks
• Internet service providers (ISP)
• Application service providers (ASP)
• Internet portals
• Portales de internet
• E-commerce
• Virtual communities
• Development of Internet projects

• Infrastructure sharing agreements
• Drafting of software development agreements
• Licensing agreements
• Concessions
• Permission and authorization for projects
• Purchase and maintenance of telecommunications and computer equipment and services
• Regulatory agencies
• Advising in tenders

Finance and Insurance

• Preparation of investment agreements
• Credit agreements
• Revolving and syndicated credit facilities
• Trust agreements and other sources of funds
• Public and private offerings
• Issuance of securities
• International insurance operations
• Development of insurance-related financial products

• Insurance and reinsurance policies
• Intermediary, distribution, outsourcing and other commercial agreements
• Issuance of securities
• International insurance operations
• Development of insurance-related financial products
• Insurance and reinsurance policies
• Intermediary, distribution, outsourcing and other commercial agreements

Trustee and Escrow Services

• Structuring of Guaranty Trusts for loan agreements and financing
• Structuring and Estate planning,
• Preparation of wills and testamentary trusts
• Creation of guaranty and administrative trusts in compliance with shareholders agreements and corporate succession planning
• Loan structuring to serve as temporary legal vehicles during M&A processes

Intellectual Property

 -Trademarks, Trade Names & Appellations of Origin                                                     

• Prosecution     
• Searches and Investigations                                                                                   
• Licensing                                                                                                         
• Cancellation and nullification actions                                                                  

-Patents & Industrial Designs                                  

• Prosecution  
• PCT filings                              
• Technology transfer agreements and licenses                                
• Opposition and Cancellation actions

-Copyrights and Neighboring Rights

• Counseling
• Licensing
• Copyright Office proceedings

- Litigation

• Civil and Criminal actions
• Anti-counterfeit actions
• Customs Measures and proceedings
• Anti-trust and Competition Board proceedings
• Consumer Board proceedings
• Investigations

-Product Registration

• Health registrations (pharmaceuticals, food products, medical equipment, cosmetics, etc.)
• Agrochemical and additives
• Food for animals

Corporate and Asset Management

• Escrow Services
• Annual corporate maintenance
• Filing and payment of corporate tax
• Filing and payment of income tax
• Corporate Domicile and Registered Attorney services
• Payment of basic utilities, HOA fees, insurance policies
• Filing and payment of property taxes and luxury home tax