Special Focus: US
“
There has been quite
a boom in investment by
Spanish companies in
renewables and infrastructure
in the US.
María Luisa Cánovas
Jones Day
”
Favoured by Latin American, not Iberian, clients
Fernando Alonso, chairman of Hunton & Williams’ Latin
American practice group, says: “While we are involved
in M&A and dispute resolution matters for Spanish and
Portuguese clients in Latin America, US clients are far
more likely to involve us for international support. We
are more attractive to US and Latin American clients,
rather than Spanish and Portuguese ones because our
international work is largely based on either New York
or English law. On significant M&A and financing
matters, New York or English law tend to be preferred,
and the acceptance of such applicable law by Spanish and
Portuguese in vestors has been more gradual.”
New York is the financial centre for Latin America
but lawyers say Miami acts as a bridge between the two
because of its connections with the region, the availability
of bicultural lawyers and advisers, and the fact many
other Latin American-oriented companies have bases
there. Yosbel Ibarra, co-chair of Greenberg Traurig´s Latin
American and Iberian practice, says both Miami and New
York are destinations for Latin American work but Miami
is “the gateway city for work that Spanish companies are
doing throughout the US”.
Canovas points out that, as major Latin American
energy and infrastructure projects are often financed
under New York law, Jones Day has New York-licensed
projects lawyers in Miami, led by Richard Puttre, to advise
on financing. “Large-scale projects in Mexico and Brazil
can often be financed locally, and we handle these deals
through Mexico City and Sao Paulo,” she adds. “We see
large, cross-border transactions serviced in New York,
particularly in capital markets, financing and M&A.
International arbitration and litigation is also subject to
New York law, generally, and US firms run those cases.”
Puttre says: “If a client contacts an attorney in our US
offices, the matter will be referred internally to the attorney
that is best-suited to address the issues confronting the
client. We are present in the major US financial centres and
our client service is provided from all of our offices.”
If major Spanish companies are coming into the US
and Latin America, how do US law firms secure them
as clients? Only a handful of US firms - including Jones
Day, Davis Polk, DLA Piper, White & Case and Baker &
McKenzie – are in Madrid. Puttre believes that, as Jones
54 • IBERIAN LAWYER • November / December 2014
Day is an international firm with a well-established
Madrid office, it does not depend on Spanish firms
for referrals. “Our long-standing relationships with
Spanish clients result in direct contact from these
clients,” he says.
Other US firms report a combination of work
coming directly from Iberian clients and referrals
from Spanish and Portuguese firms, whether
from personal contacts, introductions or joint
pitches with Spanish firms. “We have long-term
relationships with certain Spanish companies and
financial institutions that provide recurring work,”
says Alonso. “We also have excellent professional
relationships with leading Spanish and Portuguese law
firms and continue to collaborate with them.”
While Spanish firms do not have large US practices –
and Spanish law aspects on some transactions are minor
– some US lawyers expect that existing collaborations
may provide more outbound work. “Our Latin American
clients appear to be actively searching for opportunities
outside Latin America, and Spain and Portugal are
attractive markets,” Alonso says.
Rodriguez-Marin says: “I expect a good part of the
outbound work to come to US firms, especially those
with offices here and in Europe, as many large corporates
investing in Iberian markets already have relationships
with US firms for international tax, securities, M&A and
international financing work and many Latin American
companies use US firms for their first forays into other
jurisdictions, which commonly start in other Latin
American countries.”
Little Spanish inbound work for US firms
In contrast, Ruiz – whose firm does not have a Spanish
base – expects limited involvement of US law firms
in Spanish inbound transactions undertaken by Latin
American companies. “Those transactions are not
commonly governed by New York or any other US
law unless the transaction is funded by a US bank or
structured by a US investment bank which would be rare
if the parties are based in Latin America and Spain only,”
he says. “If anything, it would be funded or managed
from the UK, in which case English law may govern the
transaction. The reverse, specifically Spanish outbound
work into Latin America, would not be true as Latin
American companies tend to accept New York law to
govern the deal they participate in.”
However, new opportunities are continuing to open
up for law firms. “We see quite a bit of M&A activity,
both purchases and sales,” Alonso says. “We recently
represented a Spanish infrastructure company in the sale
of an industrial services business they had in the US. We
are also representing the same company in connection
with an expansion planned in a different business sector.
Meanwhile, we are also advising some smaller Spanish
companies entering the US for the first time.”
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