Practice Areas

• Corporate M&A
• Banking, Finance & Capital Markets
• Competition & Antitrust

Admission to the Bar

• Admitted, 1999

Education

• University of the Philippines, Diliman (LLB)
• University of the Philippines, Diliman (A.B. Philosophy, Cum Laude)

Professional Activities and Memberships

• Member, IBP Rizal
• Member, Philippine Bar Association

Awards and Publications

• Recommended Lawyer, The Legal 500
• Author, Country Comparative Guides for Secured Lending and Finance (The Legal 500)

Ms. Jocelyn R. Esguerra-Dee is a Senior Partner at Siguion Reyna Montecillo & Ongsiako, where she has practiced since 2000.

Her practice covers Corporate M&A, Banking, Finance & Capital Markets, and Competition & Antitrust.

In Corporate M&A, Ms. Esguerra-Dee has extensive experience in both local and cross-border mergers and acquisitions involving transactions with significant value and industry impact. She led the legal team that represented Nestlé S.A. in two of its most notable Philippine transactions: (a) the US$11.85 billion acquisition of Pfizer’s infant nutrition business, and (b) the joint venture with R&R that created Froneri, a US$2.8 billion global ice cream and frozen food company. She advised HSBC in the asset sale of its Philippine subsidiary as part of the transfer of HSBC’s credit card unit to Capital One Financial Corp. She also assists investors in establishing startups and facilitates foreign investment projects in the Philippines, from feasibility studies and structuring options to implementation. In addition, she assists companies with ongoing corporate compliance and governance, serving as director and corporate secretary for client boards, and helps create and update corporate governance policies.

In Banking & Finance, Ms. Esguerra-Dee represents clients in the structuring and negotiation of syndicated and bilateral loan facilities, and advises on security arrangements and debt restructurings. She advises on both traditional and fintech financial services, including payment systems and e-money services, and provides compliance guidance on AMLA and other BSP regulations. She was part of the team that advised the Bankers Association of the Philippines in establishing one of the earliest credit information systems in the country through BAP Credit Bureau, Inc. Her project finance practice includes advising on a foreign aircraft operator’s contract with Shell Philippines Exploration B.V. in the Malampaya project, advising on the transaction from inception to completion and continuing to advise the operator as service provider. She has also advised on infrastructure projects under government concession frameworks, conducting due diligence on project finance and concession agreements in connection with high-profile disputes between private concessionaires and the state.

In Capital Markets, Ms. Esguerra-Dee advises on public and private offerings of debt and other securities. She has acted as counsel in bond issuances, private placements, listings, and the issuance of asset-backed securities. She assists issuers, underwriters, and other stakeholders with securities registration, disclosure requirements, listing compliance, and ongoing reporting obligations.

In Competition & Antitrust, Ms. Esguerra-Dee advises clients on competition law and antitrust issues. Since the enactment of the Philippine Competition Act in 2015, she has represented clients before the Philippine Competition Commission (PCC), including at its inception where she helped clarify issues that shaped the Commission’s early regulations. She continues to guide parties to significant transactions through merger control reviews and advises on compliance with competition laws and regulations.