General Corporate & Commercial

GRUBA LAW maintains a diverse range of clients to whom it provides timely legal advice and services for corporate law. As the years progress, our client base continues to expand and is presently composed of companies engaged in water distribution, power generation and supply, as well as banks and financial institutions, pharmacies, restaurants, retailers, manufacturers, colleges and educational institutions, trade associations, cooperatives, religious institutions, export enterprises and individuals.

Corporate Counseling & General Corporate Housekeeping

Our lawyers consistently provide corporate clients with day-to-day corporate counsel, acting as “in house” attorneys. We also perform general corporate housekeeping which covers the preparation of corporate records and compliance with government filing requirements. We likewise draft and negotiate contracts from general agreements to specific classes such as shareholder agreements, distributorship agreements, power supply agreements, construction agreements, arbitration clauses, among others. Our corporate department also frequently provides advice on business entity formation and its related areas, such as foreign investment.

Setting-up of Business & Investment Registration

We assist foreign clients in setting-up business in the Philippines, whether through a branch or a wholly owned subsidiary. In selecting the best ownership structure, we consider the industry of the client, the products manufactured or services provided, the organizational and reporting structure, as well as the labor and tax environment. We have linkages with foreign attorneys with whom to liaise to provide cross-border tax planning and structuring.

Our advice regularly includes investment registration with the Bangko Sentral ng Pilipinas (Philippine Central Bank), as well as availment of investment incentives given by the Board of Investments (BOI) and the Philippine Economic Zone Authority (PEZA). The Firm’s Senior Partner, Lily K. Gruba, was formerly a member of the Board of Directors of the PEZA where she gained extensive knowledge in the decision process governing the grant of special tax incentives to qualified foreign investors.

Continuing Legal Services

After the establishment of the companies and legal entities, we provide businesses with regulatory legal services arising from their business operations. These areas include labor and employment law, immigration law, intellectual property issues, foreign exchange and capital repatriation issues, and other operational matters.

We act as counsel in corporate acquisitions through conducting due diligence reviews and audits pursuant to an acquisition. For merger transactions, we secure government consents and clearances to the tax effects of the dissolution of the merged company. Acting as directors in the boards of several companies, including banks and financial institutions, gives us a significant insight and understanding of various governance and corporate issues.

GRUBA LAW’s General Corporate & Commercial Experiences

Our experiences include:

  • Advised a China-based company in the USD 20 million acquisition of a mixed-use leisure and resort park, where our Firm performed extensive due diligence, structured the deal, drafted the acquisition agreements and managed the tax implications;
  • Advised a local real estate development group in a USD 60 million real estate joint venture with a Philippine commercial bank involving foreclosed properties;
  • Advised a local BPO company in the partial acquisition by a Fortune 500 company of a USD 15 million ownership stake;
  • Documentation and implementation of a USD 400 million capital infusion activity in a major Philippine commercial bank through a combined initial acquisition and subsequent capital increase strategy;
  • Advised a Japanese condiments manufacturer on a potential acquisition of a local company worth USD 80 million;
  • Advised a multi-national tourism conglomerate in securing PEZA approval for the establishment of a Tourism Economic Zone, the first of its kind in the country. The project involved the investment of around USD 10 million to develop a tourism complex and theme park; and
  • Acted as counsel for a Middle East steel company in setting up a local subsidiary involved in the design of prefabricated steel structures.

To address the clients’ legal concerns outside of the Philippines, GRUBA LAW entered a strategic alliance with WongPartnership LLP, a top-tier law firm headquartered in Singapore. With this new alliance, we are now officially the Philippine member of the WPG Regional Law Network, the leading provider of legal services comprising prominent law firms from the Middle East, Malaysia, Indonesia, Philippines, and Singapore.