SRMO is a full service firm
We provide an expansive range of legal services for practically every area that will have an impact on doing business in the Philippines.
Arbitration, Alternative Dispute Resolution and Litigation
Contact Attys. Alma D. Fernandez-Mallonga, Carla E. Santamaria-Seña or Michael Felipe A. Mercado
Handling an active case load involving civil, criminal and administrative litigation, our lawyers appear before all the courts (Metropolitan and Municipal Trial Courts; Regional Trial Courts; the Sandiganbayan [a special Philippine court with jurisdiction over matters involving public officers]; the Court of Tax Appeals; the Court of Appeals; and the Supreme Court) and almost all the quasi-judicial bodies (including the National Labor Relations Commission; the Securities and Exchange Commission; the Housing and Land Use Regulatory Board; the Home Insurance Guaranty Corporation; the Office of the Ombudsman; City and Provincial Prosecutors; Office of Legal Affairs of the Department of Trade and Industry; the Civil Service Commission).
We handle trial and appellate proceedings. Our lawyers are trained to study the art of trial, and to develop their writing skills and a “to-the-point” writing style for appellate practice.
We are also active in international and domestic arbitrations. In international arbitration- our law firm acted as Philippine counsel for German airport operator Fraport, which pursued investment arbitration under the World Bank’s International Centre for Settlement of Investment Disputes (ICSID) process. In domestic arbitration, our law firm handles cases before the Philippine Dispute Resolution Center, Inc. (PDRCI) and the Construction Industry Arbitration Commission (CIAC).
Aviation and Maritime Law Practice Group
Contact Attys. Carlos M. Natividad or Jose P. Crisostomo, Jr.
A specialized litigation practice involving airlines, airline insurers and reinsurers, and maritime claims. Our lawyers have developed both experience and expertise in applying specific provisions of civil law requiring “extraordinary diligence in the transportation of goods and passengers,” international treaties such as the Warsaw Convention and special laws like the Carriage of Goods by Sea Act (COGSA). We defend our clients from claims as grave as those arising from injury and death in an air carriage or sea passage, as well as those arising from delay, damage to and loss of passenger baggage or cargo, and passengers getting “bumped-off” from flights.
We also handle applications for airfare increases for various sectors in local and international flights – a specialized practice before the Civil Aeronautics Board.
We have represented many international airlines, either directly or through their insurers, such as Philippine Airlines, Cathay Pacific, Saudi Arabian Airlines, Gulf Air, Swiss Air, EVA Air, Malaysian Airlines System, and Korean Air, and represent several London-based Lloyd’s insurers, such as Beaumont and Son, the AON Group, Willis Corroon Aerospace and Nicholson Leslie Aviation.
Banking and Insurance
A specialized practice involving the unique needs of banks, and insurance company clients.
For banking institutions, we handle civil, criminal and administrative litigation arising from the execution, negotiation or enforcement of bank instruments (checks, promissory notes, trust receipts), draft appropriate documentation and advise on matters such as syndicated loans and loan restructuring. We have also advised the Banker’s Association of the Philippines (BAP) on various industry-wide policy issues.
We have advised our insurance company clients on the various regulatory requirements applicable to insurance, assurance and surety businesses in the Philippines.
Computer and Internet Law
Our firm has been engaged in this area of law since the early days of the internet and E-commerce in the Philippines. Some of our first work in this regard was advising clients on liability arising from the Y2K Readiness and Disclosure Law, back in 1999. We have since provided advice on different technology-related laws and regulations with an impact on clients’ businesses, such as the E-Commerce Law, copyright laws in the Intellectual Property Code, and more recently, the Data Privacy Act of 2012.
Our contract draftsmanship work for technology-related transactions is particularly active. We have crafted specific and unique agreements for technology-related products and services, and are familiar with the regulatory and commercial perspectives needed for various types of documentation, such as developer licensing agreements; software licensing; end-user agreements; website access contracts; technology-transfer regulations, and the like.
We are conversant with the special needs of dotcom start-ups, technology consultants and technology venture capitalists, and offer advice on (a) corporate and tax law implications of the various modes of structuring a computer-related venture; and (b) tax and investment incentives available to the technology investor.
Contact Atty. Edgardo G. Balois
Recognized in various international legal directories as one of the top commercial and mergers-and- acquisitions firms in the Philippines, (Chamber and Partners 2000-2001 review of the world’s top law firms; Asia Pacific Law 500), our firm’s corporate lawyers handle a comprehensive array of corporate work and can give expert advice on many types of commercial transactions. We handle corporate and joint venture formation, corporate housekeeping (Corporate Secretary work), capital restructuring (such as registrations increases in a corporation’s capital stock), application for incentives (under special laws and with specialized agencies such as the Philippines Export Zone Authority and the Board of Investments), mergers and acquisitions, and due diligence work. In conjunction with our Corporate Litigation and Securities Practice Group, our corporate work also covers corporate finance, securities regulation and corporate liquidation.
A sample of our recent work (mid-1999 to early 2000) in this practice area includes (all are a matter of public record and do not involve confidential disclosures):
A. DIVESTMENTS: Sale of ABB Koppel, Inc to Fedders, International; Sale of Philippine Rubber Project Company (a Goodyear wholly-owned subsidiary) to a local cooperative; Sale of Surfactants Business of Chemphil Albright & Wilson Corporation to Stepan Philippines, Inc.; Sale by Asea Brown Boveri, Inc., of its entire holding in ABB Power, Inc., to ABB Power Generation Investment, B.V.
B. ACQUISITIONS: Purchase of Selecta’s ice cream business by Unilever; Purchase of FT Information (Philippines), Inc., (now known as Primark Philippines, Inc.) by Datastream International Limited from Pearson NV via share acquisition; Legal due diligence on the proposed acquisition by Ayala Land, Inc., of Camella and Palmera Homes (C&P); Legal due diligence on the proposed acquisition by Echostar Communications Corporation of H.T. Telesis, Inc.; Legal due diligence on the proposed acquisition by Echostar Communications Corporation of Pacific Cable and DTU Systems, Inc.; Legal due diligence on proposed acquisition by Autoliv AB (Sweden) of Philippine Izumi Corporation; Post acquisition legal audit on Chemphil Albright & Wilson Corporation for Rhodia; Purchase by Asea Brown Boveri, Inc. of the transmission, distribution and automation business of ABB Power, Inc., as a going concern.
C. MERGERS: Merger of Siemens Nixdorf Information Systems Philippines, Inc. with Siemens, Inc.
D. SPIN-OFFS: Spin-off of the Paper Division of PICOP Resources, Inc.
E. LISTING OF SHARES: Listing of Fastech shares in the Singapore Stock Exchange; Philippine consultant for listing of Ionics shares in the Singapore Stock Exchange;
F. OTHERS: Indirect Acquisition of Lintas Manila by Interpublic through the organization of a holding company capitalized through exchange of shares for control; Legal Audit of Siemens, Inc., and Siemens Power Operations, Inc, for the expansion of a power plant; Power Purchase Agreement between Island Power Corporation and National Power Corporation; Served as Legal Consultant to the Presidential Commission on Year 2000 Compliance; Conducted Y2K Legal Due Diligence on Philippine Long Distance Telephone Company; Acted as Y2K Legal Consultant for Pilipinas Shell, Goodyear, and Fuji Bank.
Immigration Law Practice Group
Contact Atty. Antonio C. Pido
Our Immigration lawyers handle all types of emigration and immigration regulatory issues, and have represented many foreign clients and/or expatriate officers of client companies before the Bureau of Immigration and Deportation (BID). Our services include:
(a) application for Immigrant and Non-Immigrant Visas including Work Visa Applications, Labor Permits, and Special Work Permits and Provisional Permits to Work;
(b) securing Interim Visas, Special Return Certificates, and Emigration Clearance Certificates, as well re-issuances;
(c) securing Alien Certificate of Registration, Certificate of Residence, and other emigration documents; and securing Special Type of Visas, e.g. Subic Bay Metropolitan Authority Work Visa, Philippine Export Zone Authority Visa, Treaty Trader Visa, Investor’s Visa, Temporary Resident Visa, and Retiree’s Visa.
In conjunction with our litigation department, we have handled a number of citizenship and naturalization cases, the most notable of which is Ernesto S. Mercado vs. Eduardo Manzano and the Commission on Elections (26 May 1999). In this case involving dual citizenship and its effect on a political candidate’s qualifications for public office, the Supreme Court agreed with the firm’s legal argument the Constitution proscribed “dual allegiance” and not dual citizenship per se.
Intellectual Property Law Practice Group
Contact Atty. Carla E. Santamaria-Seña
With extensive contacts in North America, Europe and Japan, our Intellectual Property Law Group is familiar with international treaties for the protection of intellectual property rights and Philippine intellectual property laws. Our work in this area includes:
a. all types of intellectual property registrations and applications – for patent, trademark, trade name, service marks and copyright; by special arrangement, we can handle the preparation of patent claims and application documents (the specification, claim, abstract and drawings);
b. original actions for protection and enforcement of intellectual property rights, such as Opposition and Cancellation of Registration, and Interference actions, and suits for infringement and unfair competition, whether filed in the Philippine Intellectual Property Office, the Regional Trial Court or the Department of Trade and Industry’s Bureau of Legal Affairs, and appellate proceedings in the Court of Appeals and the Supreme Court;
c. preparation and review of technology transfer agreements, as well as other forms of licensing and assignments of intellectual property rights.
Our firm’s IP department corresponds with several hundred patent attorneys all over the world, as well as with the patent departments of major corporations. We also advise Philippine and non-Philippine clients about the requirements of Philippine intellectual property laws, and have both initiated and defended against IPR enforcement actions.
Labor and Employment Law Practice Group
Contact Atty. Romarie G. Villonco
We have an extensive practice in collective bargaining negotiations, strike contingency and strike handling, labor litigation arising from termination, wage claims, unfair labor practice acts and other employer-employee disputes – both trial and appellate (DOLE Regional Offices, National Labor Relations Commission, Court of Appeals, Supreme Court), assumption-of-jurisdiction cases, compulsory and voluntary arbitration, and certification election proceedings. We advise our corporate clients on labor standards, occupational health and safety, and labor relations issues, and have a team of lawyers who conduct labor and employment relations seminars for our clients’ managers. Our firm has also contributed to landmark Supreme Court cases on labor law, such as Meralco vs. Secretary of Labor, G.R. No. 127598, 31 Jan 1999; Philippine Airlines vs. Confesor, G.R. No. 11480, 10 Mar 1994; Shell Oil Workers Union vs. Shell Phils. Inc. G.R. No. 28607, 12 Feb 1972; and San Miguel Corporation Employees Union-PTGWO vs. Confesor, G.R. No. 11262, 19 September 1996. A sample of some of our recent work in the labor practice area includes:
a. CBA negotiations with the Rank and File, and Supervisory units of Philippine Long Distance Telephone Co. (the Philippines’ largest telecommunications company);
b. CBA negotiations with the Rank and File, Sales Supervisors, and Supervisory units of various provincial plants of Coca-Cola Bottlers Phils. Inc. (the local franchisee of Coca-Cola);
c. Certification election proceedings of the Supervisory unit of San Miguel Foods Inc. (the Food Group subsidiary of the Philippines’ largest beverage and food manufacturer);
d. Certification election proceedings of the rank and file, and supervisory units of Coastal Subic Bay Terminal Inc. (a subsidiary of the United States’ Coastal Corp.);
e. Litigation at the DOLE Secretary-level in assumption cases over CBA deadlocks in the Pilipino Telephone Corporation (PILTEL – the cellular phone unit of PLDT), Bayan Telecommunications Corp., and the Sales Supervisors unit of PLDT;
f. CBA negotiations with the rank and file unit of Equitable-PCIBank (one of the country’s largest private banks);
g. CBA negotiations with the rank and file units of ABB (Asea Brown Boveri) Inc.;
h. Supreme Court litigation over CBA deadlock with the Manila Electric Company (MERALCO-the Philippines’ largest private power distributor) rank and file unit;
i. CBA negotiations with MERALCO’s rank and file unit.
Mining and Natural Resources
The Firm has extensive experience in handling mining matters.
For many years, we have been legal counsel to some of the biggest mining companies in the Philippines, including Atlas Consolidated Mining Corporation, Philex Mining, Marcopper, and Maricalum Minining. The Firm has also rendered advice to start-ups, joint ventures, and financiers of mining operations. In addition to the Firm advising the mining client in all aspects of its business including corporate, tax and labor, the Firm also has extensive experience in all aspects of natural resources law, whether at the project documentation, administrative, or dispute resolution stage.
The Firm renders a comprehensive array of legal services relating to mining including the following: (a) giving of advice on foreign investment in the mining industry with due regard to the limitations on foreign ownership under the Foreign Investments Act, Anti-Dummy Law and other relevant laws and regulations; (b) setting up legal entities or such combinations as are appropriate (such as joint venture) to create a legal presence in the Philippines and undertake the mining investment through the created legal entity; (c) preparation of documents to effect the investment and protect minority rights or foreign interests such as Share Purchase Agreement and Shareholders Agreement; (d) conduct of comprehensive legal due diligence on a target mining company or rights holder on behalf of the prospective investor/acquirer, including verification of status of grant, conflicting claims, compliance with administrative and grant conditions; (e) advisory work in connection with filing, completion, and negotiation of mineral exploration, production sharing, and technical service agreements; and (f) preparation of production sharing, offtake, royalty, and other agreements of similar nature.
Recent mining projects of the Firm include assisting in the drafting of the financing arrangements for mine expansion on behalf of a foreign financier; advising the principal stockholder in the full acquisition of a mining company through purchase of shares and financial claims from its foreign owners; acting as counsel in the enforcement of share purchase agreements leading to the acquisition of a mining company from the Asset Privatization Trust; documentation ancillary to the listing on a foreign stock exchange of a company with local mining interests; drafting of exploration and production agreements on behalf of foreign investors dealing with owners of local properties; acting as Philippine counsel of a mining company and its controlling Philippine stockholder in the corporate reorganization, financial restructuring and settlement with the foreign and domestic lenders, the exit of the 40% foreign stockholder, including the rendering of legal advisory services in connection with the handling of the tailing leak and its environmental consequences, the negotiation for the clean-up, rehabilitation, remediation and restoration agreements and dealing with the government agencies in the litigation involving the tailing leak.
Product Liability Law Practice Group
Contact Atty. Jose P. Crisostomo, Jr.
We are one of only a few major Philippine law firms with a practice area in product liability law, which requires expertise in civil and remedial law, as well as in special laws like the Consumer Act of the Philippines. We have advised clients as diverse as Coca-Cola Amatil, Inc. (on beverage adulteration), Philippine Long Distance Telephone Company (on potential Y2K bug liability), Toyota Bel-Air Inc. (on sale- of-vehicle warranties), Petronas Philippines Inc. (on an LPG cylinder recall), Slimmers Worlds International (on non-delivery of health club services) and San Miguel Corp., regarding product liability and consumer affairs matters, and have represented these and other clients before the trial courts and quasi-judicial agencies like the Bureau of Food and Drug (BFAD), and the Department of Trade and Industry’s Consumer Arbitration Division.
We have successfully defended a number of clients in food/beverage adulteration cases, and have secured important administrative rulings such as Leona vs. Coca Cola Bottlers Philippines, Inc. (BFAD Case No. FCM-123-93), where the Secretary of Health ruled that a complainant in an adulterated beverage claim must establish a “causal relationship” between the contamination and the manufacturer.
Real Estate Transactions
Contact Atty. Nicanor N. Padilla
A significant area of practice for our Commercial Real Estate Transactions group is in its dealings with industrial park developers and operators, and their locators. We have handled land registration and titling for these clients, and have dealt with environmental law and agrarian reform compliance issues involving the Department of Environment and Natural Resources (DENR) and the Department of Agrarian Reform (DAR). We have helped these clients and their locators secure appropriate incentives from the Philippine Export Zone Authority (PEZA).
A strength of this practice group is in real estate transaction documentation. We ensure that the land transfer is covered by the appropriate documentation, and where lacking work to secure it. Thus, we have handled applications for registration of untitled land (the Philippines uses a Torrens system) before the Regional Trial Courts. Also, with well-researched knowledge on the various agrarian reform laws, we have worked on securing land conversions from the DAR and environmental compliance certifications from the DENR.
We have advised many clients on land transfers and their effects, and as part of the documentation process we have drafted various agreements which are intended to protect the client prior to the actual transaction (such as contracts to sell) and as part of the sale (real property sale or lease agreements, real estate mortgage documents). We follow through with post-transaction documentation when necessary, and have provided clients-property developers with draft Master Deeds, as well as legal services to organize a Condominium and/or Locator’s Association.
Tax and Estate Planning Practice Group
Contact Atty. Ferdinand M. Hidalgo
Our lawyers are known for approaching tax problems from as many sides as possible, as a result of which we can claim familiarity with the entire range of the taxing process. We advise clients on the tax implications of various commercial transactions, addressing tax issues ranging from those involving incentives granted to PEZA-, BOI, and SBMA (Subic Bay Metropolitan Authority)-registered entities as well as tax issues arising from mergers and acquisitions or other corporate combinations. If need be, we secure Bureau of Internal Revenue (BIR) and Bureau of Local Government Finance (under the Department of Finance) legal rulings on national and local tax issues.
We handle a client’s initial contact with the tax process, taxpayer registration (local and national taxes such as the Value Added Tax), as well as its last: in securing tax clearances following dissolution, liquidation or retirement of business. For our foreign clients and Philippine ones with operations abroad, we apply for relief from double taxation under international tax treaties and, in conjunction with our Labor Law Practice Group, we advise corporate clients on the tax issues arising from the grant of retirement plan benefits and separation pay. We also counsel our individual clients on efficient estate planning.
Knowing that advisory services are not enough, we have developed tax litigation as both a necessary and specialized practice area. We handle protests of deficiency tax assessments made by the Bureau of Internal Revenue (BIR) and local governments, as well as duties assessed by the Bureau of Customs (BOC), and prosecute administrative claims for refund of taxes erroneously paid to the government. We also handle protest of real property assessments to the Board of Assessments, and appeals to the Central Board of Assessment Appeals. We have appeared before regular and specialized tax courts for tax refund and/or tax credit suits: in the Regional Trial Courts for those arising from local government taxes, and before the Court of Tax Appeals for national taxes. Our litigation experience includes appellate practice in the Court of Appeals and Supreme Court.