Alberto L. Toro-Suárez
The Corporate Division of Fiddler González & Rodríguez, P.S.C. combines the corporate related and real estate groups, as well as a liaison to other practice groups within the firm, in order to provide the complete range of legal services to its corporate clients. The attorneys of the Corporate Division serve a large client base from Puerto Rico's industrial and commercial community, including numerous corporations operating under the controlled foreign corporation’s provisions of the United States' Internal Revenue Code, as well as major national, multinational, and foreign companies doing business in Puerto Rico.
Fiddler, as a full service law firm, offers its corporate clients a broad range of services from procedures involved in establishing local operations, through permitting, regulatory affairs, and essential advice on all operational aspects of the client. Attorneys of the Corporate Division also provide extensive counseling in strategic, legal and business planning. They assist clients on specific or day to day matters relating to environmental laws, tax, general corporate matters, technology and intellectual property, securities, regulatory compliance, among other areas of proficiency. In addition, a close relationship is established with clients in order to offer advice on a broad range of business transactions, including contracts, financing, reorganizations, legislative trends, sales and purchases of business entities, and mergers and acquisitions.
This group of attorneys routinely handles matters regulated by both, federal and Puerto Rico antitrust statutes, as well as Federal Trade Commission and U.S. and Puerto Rico Department of Justice regulations. Our attorneys have advised clients on FTC investigations and related administrative proceedings and have represented numerous clients in investigations, pre-merger approvals, post-merger monitoring and Closing Law enforcement proceedings before the Puerto Rico Department of Justice’s Office of Monopolistic Affairs. We also represent clients in antitrust litigation arising under the Robinson-Patman Act, Clayton Act and Sherman Act, as well as the corresponding Puerto Rico antitrust statutes. The scope of our work often involves internal investigations and compliance monitoring, and includes counseling on development and implementation of internal procedures to avoid antitrust liability.
Fiddler has been closely identified with the practice of banking and financial institutions law for many years in multiple areas, including Litigation. We represent several of the island’s leading financial institutions, including locally owned organizations, as well as national and international financial institutions doing business in Puerto Rico. It also represents the Puerto Rico Bankers’ Association and maintains a close relationship with Federal and Puerto Rico banking regulators related to the representation of its clients.
Lawyers in the banking and financial institutions litigation group represent and counsel clients in matters arising under both federal and state laws and regulations. Fiddler has represented clients before the Federal Deposit Insurance Corporation, the Federal Reserve System, the Office of the Comptroller of the Currency, the Office of Thrift Supervision, the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA), as well as before federal and local courts.
Due to the development of skill in the field, the firm handles much of the legal work in the banking and financial institutions sector in Puerto Rico that was once assigned to national law firms of the mainland United States.
The Bankruptcy and Business Reorganization’s Group offers legal representation in all aspects of insolvency–related matters. The attorneys provide Fiddler’s clients with considerable experience in this dynamic and expanding field. The group attorneys represent banks, corporations, partnerships, and individual creditors, both secured and unsecured, through all phases of insolvency–related matters, from pre–filing considerations and workouts, through disclosure statements and reorganization plan preparation and confirmation, up to the closing of the bankruptcy case. In liquidation proceedings, our attorneys provide legal representation in the full range of matters involving the liquidating trustee or other creditors to the bankruptcy estate.
Attorneys in the group have extensive experience in complex and high profile cases, and deal with issues such as the organization and representation of creditors’ committees, and the analysis and preparation of disclosure statements and plans for reorganization and liquidation proceedings, including preference avoidance and fraudulent conveyance actions, and in determinations of the scope and perfection of security interests, as well as motion practice involving the lifting of automatic stays, the allowance of creditor’s claims, the entry of the debtor’s discharge and the discharge ability of specific debts. As part of their practice, section attorneys are involved in the analysis of creditors’ problems in the face of an imminent bankruptcy, and in the design of plans for the protection and furtherance of the rights and interests of clients.
Fiddler's Bankruptcy and Business Reorganizations Group participated in the preparation and evaluation of the local bankruptcy rules which were adopted by the Bankruptcy Court for the District of Puerto Rico. Our attorneys are also very active in the preparation and presentation of seminars and workshops to clients, business associations, and the general public, and in committees appointed by the Bankruptcy Court.
From assisting clients on bidding for federal projects to the formation and negotiation of contracts for the development and construction of shopping centers, Fiddler ably counsels owners, developers and construction companies alike in all stages of this area of the law.
Disputes and conflicts between parties involved in the design, development and construction process, including construction defects, breaches of contract, delays in performance and subcontractor issues are expertly litigated by experienced attorneys dedicated to this highly technical area of law.
The members of the Practice Group have extensive experience in the field of consumer lending, residential mortgages closing and every aspect of the civil notary law practice. In Puerto Rico, all real estate transactions are handled by an attorney-notary. Our current Mortgage Law is based on the Spanish real estate system and retained the Spanish requirement of using the notary public in real estate transactions. The attorneys of the group engage in a thorough analysis of all title matters related to the proposed transaction, including but not limited to, the analysis of the property registry history, transfer of property, evaluation of liens and encumbrances, cancellations thereof, constitution of mortgage, easements, restrictive covenants, leasehold estates and surface rights.
In Puerto Rico, the notary public’s responsibilities go beyond that of the common law notary public. Notaries do not act as mere observers of the juridical business performed before them and their participation is not limited to ascertainning the identity of the parties and the authenticity of the signatures of the parties. Notarial law is an extremely regulated practice, which among other obligations, has to provide testimony as to the informed consent of the parties by supplying the explanations, clarifications, and warnings required by law.
The Corporate Division of Fiddler has a General Corporate Practice focused on general corporate matters. This Group serves as counsel to many local firms, to whom full legal services are provided, ranging from the organization of new enterprises under the Puerto Rico General Corporation Law and qualifications to do business in Puerto Rico, to organizational restructuring and corporate dissolutions.
This group advices clients on corporate governance matters such board of directors matters, shareholder meetings, fiduciary duties and relationship with shareholders and in drafting corporate documents and amendments to articles of incorporation and by-laws. The attorneys in this Group maintain an excellent working relationship with the Corporations Division of the Department of State of Puerto Rico.
Members of the Group have actively participated in drafting the Puerto Rico General Corporation Law and its amendments, in conjunction with members of the Commonwealth’s judicial and legislative branches and prominent members of the business community.
Our Energy Practice Group comprises a team of lawyers with proven experience in advising clients on legal matters related to the development, financing, permitting, design, construction and operation of power generation, water and other major infrastructure projects. The group lawyers come from diverse backgrounds and include former officers of private power producers experienced in development and project financing of cogeneration power plants, as well as former officials of the Environmental Quality Board experienced in a wide range of regulatory issues.
We counsel developers, operators and suppliers in the deregulated United States electric energy industry, on renewable energy. Our group has served as counsel to public and private power producers, energy-focused financial institutions, a private water utility and represented a consortium of industries in the creation of a private public partnership that provided for the financing, design, construction and operation of a regional secondary wastewater plant.
We have significant experience in the privatization and concession of infrastructure projects and tariff regulatory matters, as well as providing legal counsel during all phases of project development of cogeneration and water projects, including the areas of real estate, permitting and construction. Our attorneys also offer advice and assistance in the development of alternative energy projects for the development of renewable energy in the public and private markets.
Our team is also well versed in federal and state tax matters related to energy, utility, and infrastructure development and investment, including: tax enhancements of bid evaluations and disposition proceeds; tax planning for corporate, partnership, and other project structures; tax incentives and alternative energy tax credits; and administrative practice, including Puerto Rico Treasury Department ruling requests, legislation, and regulations. It also provides assistance in the negotiation and documentation of project and financing agreements for public or private offerings of debt or equity, commercial bank financings, construction and term debt facilities, and limited recourse project financings, among others.
Fiddler, González & Rodríguez, P.S.C. established its Environmental Practice Group, becoming a pioneer in the practice of environmental law for corporate clients in Puerto Rico. The Environmental Practice Group’s capability extends to all areas of federal and local environmental statutes and regulations. Attorneys in the Environmental Group regularly represent clients before local and federal courts and administrative agencies in relation to permitting, new facilities siting, compliance, and enforcement matters. The Practice Group has extensive experience counseling and negotiating in matters of regulatory compliance and regarding environmental concerns in corporate transactions, including the development and transfer of land and business operations. Attorneys in the Environmental Practice Group have in depth familiarity with the relevant government agencies and regularly participate in the legislative and regulatory process.
Our environmental attorneys represent clients in matters arising under the federal Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe Drinking Water Act, the Comprehensive Environmental Response Compensations and Liability Act (CERCLA), and the Toxic Substances Control Act, among other federal statutes. The Practice Group also counsels clients as to local environmental laws and regulations of the Commonwealth of Puerto Rico, including the Public Policy Environmental Act, the Water Act, the enabling acts of the Department of Natural and Environmental Resources, the Solid Waste Authority, the Puerto Rico Aqueduct and Sewer Authority, the Planning Board, and the Department of Health, and the various regulations promulgated by the Environmental Quality Board.
The environmental practice serves as counsel to corporate clients, industrial firms, real estate developers, government entities, and lenders and financial institutions. The group represents a large number of industries, including chemical, pharmaceutical, manufacturing, electronics, food processing, brewing, rum distilling, petroleum, energy, and waste management.
Fiddler’s environmental attorneys authored the Puerto Rico Environmental Law Handbook, published by Government Institutes, Inc. as part of its State Environmental Law Handbook Series. The Environmental Practice Group also authored the Guidelines for Compliance with Environmental Law in Puerto Rico, published by the Puerto Rico Manufacturers Association. Attorneys in the Environmental Practice Group regularly serve as speakers on environmental topics.
The Financing and Secured Transactions Practice Group represents local, national and international entities including all types of financing institutions, such as banks, mortgage banks, and insurance companies, as well as a diverse range of borrowers. The experience garnered through representation of this broad client base enables the group’s attorneys to recognize and focus on the distinct interests involved in each transaction.
The attorneys in the group have ample experience in structuring, negotiating, and implementing the full gamut of financing transactions, including construction loans, revolving credit facilities, term, permanent, and mortgage loans, inventory and accounts receivable financing, and lease financing. The attorneys of the group master all aspects of loan collateralization, letters of credit, and other credit enhancement mechanisms. They also have considerable experience in counseling parties in asset-based transactions.
The collateralization of financing transactions in the Commonwealth of Puerto Rico presents a challenging and unique legal scenario due to the dual background of the legal system. Consisting of both civil law as well as a Puerto Rico Uniform Commercial Code, similar in many instances to the Uniform Comercial Code enacted in the U.S., our attorneys provide the necessary guidance to achieve the succesful results by using both in a complementary manner.
Members of the group actively participate in offering seminars, lectures, and workshops to clients, governmental institutions, and professional and trade associations, and they serve on the committees and boards of various professional associations. The group is also active in the legislative process in Puerto Rico since its members are frequently asked to participate in the drafting and/or commenting on law and regulations.
Fiddler represents government contractors and suppliers in their dealings with agencies of the central government and municipalities. Our advice is available for every aspect of government contracts including counseling and litigation.
Clients can contact us at any stage of the procurement process. Early involvement allows us to focus on the initial RFP phase, when we are able to identify relevant issues related to particularized requirements and are able to help clients anticipate potential challenges to an award. Often we are called upon to represent clients in the negotiation and execution of actual contract documents. We also regularly represent clients in connection with administrative and judicial review of contract award decisions.
When disputes arise concerning contract performance or termination, we defend our clients’ interests before the appropriate administrative or judicial forum, or in arbitration proceedings.
The Health Law Practice Group regularly advises clients in the complex regulatory issues that arise under both federal and state statutes and regulations covering the health care industry.
Our clients include health insurers, pharmaceutical companies, pharmaceutical distributors, hospitals, pharmacies, clinical laboratories, dialysis facilities, physicians, physician organizations, medical device and equipment manufacturers and other health related entities.
Fiddler provides advice to its clients in the health industry on licensing, antitrust, products liability, taxes, government enforcement litigation, general corporate law, litigation matters and telemedicine. It regularly represents clients before the Health Department of the Commonwealth of Puerto Rico, in complying with pharmaceutical product registration and sales requirements, and in proceedings related to the issuance, renewal and amendments to certificates of need and convenience.
The Insurance Practice Group has evolved with the growth of the insurance industry in Puerto Rico and the dramatic regulatory changes brought about by the adoption of the Financial Services Modernization Act of 1999. Group members have been active participants in the legislative process to conform the Insurance Code of Puerto Rico to the new regulatory structure mandated by the Gramm-Leach-Bliley Act. Fiddler’s Insurance Practice Group is responsible for providing legal representation to a number of the leading insurance companies, agencies, holding companies, third-party administrators and others in the financial services industry on the island.
Our attorneys represent clients in the full range of insurance matters, including corporate, regulatory, transactional and insolvency issues. Members of the Insurance Group conduct negotiations and handle complaints, as well as participate in litigation before local and federal courts and the Office of the Commissioner of Insurance.
Fiddler’s Insurance Practice attorneys interact closely with the tax, litigation, labor and government affairs and legislative groups. Insurance group attorneys serve as counsel to both domestic companies organized under the laws of Puerto Rico, and to companies organized in the United States and in foreign countries, which are authorized to do business on the island.
Fiddler’s Insurance Practice Group represents a roster of prominent national, international, and local firms doing business in Puerto Rico.
The Intellectual Property Practice Group incorporates the talents of selected attorneys who master this specialized area of the law. The group’s attorneys advise and represent clients to assure the fullest legal protection for clients’ unique products and services, as well as for customer goodwill established by clients as to their existing products and services.
The intellectual property practice group counsels clients in the registration, transfer, and protection of their proprietary rights through trademarks, service marks, collective marks, patents, and copyrights, and with reference to parallel import actions. The group has particular experience in matters involving trade secrets, and in the negotiation of licensing and franchise agreements. Legal issues related to computers and the Internet are also handled by the group. It also handles concerns related to advertising, contests, and packaging and labeling. In addition, group attorneys have frequently litigated, trademark and copyright infringement actions in federal courts and rights of publicity, moral rights of authorship and trade secrets in local courts, as well as pursuing intellectual property matters before administrative agencies. First Amendment, libel, and defamation actions are also handled by our diverse group. In the area of trademarks, the group has an extensive list of clients from almost every country in the world.
The Land Development Practice Group has broad experience in providing legal advice and representation to achieve the successful development of any type of real estate project. With proven experience in all applicable federal, Commonwealth and municipal statutory and regulatory provisions, the group provides all the range of services necessary at any stage of development, from the site evaluation process, due diligence, procurement process, environmental review, location approval, zoning, construction and occupancy permitting, contract negotiations, construction performance, regulatory compliance, appeals and litigations. The members of the group have extensive experience in successfully handling in a cost-effective manner time-sensitive developments, working with regulators, overcoming regulatory hurdles, solving complex legal matters, and planning and executing successful strategies to address opposition encountered in controversial projects.
The group represents clients in land use and permitting matters related to the Puerto Rico Planning Board, including location approval process, land zoning provisions, land use plans and policies, flood zone maps and regulatory provisions, coastal areas, historic areas, special zoning areas, and public land transactions, as well as areas related to the Autonomous Municipalities Act, such as municipal land use plan, territorial regulatory provisions and municipal construction and occupation permits. It also represents clients before the Office for Permit Management of Puerto Rico ("OgPE") and before the Board of Review of Permits and Land Use, in permitting matters, such as construction, subdivision, occupancy and billboard installation, and in the process of obtaining the necessary endorsements from other government agencies for allowing development. The group also represents clients in investigative proceedings and in administrative, civil and court enforcement and penalty proceedings before federal, local and municipal government entities and courts.
Fiddler’s Land Development Practice Group serves as counsel to real estate developers, corporate owners, investors, industrial firms, lenders and financial institutions, government entities, and non-profit organizations. The members of the group provide the service that best addresses the clients’ needs, which may entail either promoting or opposing a development or transaction. The group has participated in a large variety of developments, such as residential, commercial, tourist, industrial, institutional, and infrastructure.
Members of the group actively participate in offering seminars, lectures, and workshops to clients, governmental institutions, and professional and trade associations, and they serve on the committees and boards of various professional associations. The group is also active in the legislative process in Puerto Rico, since its members are frequently asked to participate in the drafting and/or commenting of laws and regulations.
Our Corporate Division also provides our clients support on government affairs and legislative matters.
We keep our clients aware of developments in public policies, legislation and regulations that may affect their business. Our attorneys provide counseling related to these matters, work with legislative and regulatory language, assist in drafting statements on proposed legislation, and provide advice and support for hearings and investigations before legislative committees and administrative agencies in a timely and effective manner.
Fiddler's knowledge of the government sector and of the legislative and regulatory processes, backed by the proficiency of our attorneys in specialized areas of the law, has proven to be a useful tool for our clients in the area of legislation and government affairs.
Fiddler, González & Rodríguez, P.S.C. has represented numerous clients in the principal acquisition transactions that have occurred in Puerto Rico in the past fifteen years from the early stages where confidentiality is key to closing and post closing matters. Among those transactions are acquisition of banks and financial institutions, retailers, manufacturing companies, technology and telecommunication companies, food companies, beverage distributors, and local businesses.
Fiddler has represented acquirer and target companies alike. As their counsel, the firm has negotiated merger and acquisition agreements and provided strategic, financial and legal structuring advice. We have also advised clients on tax and regulatory issues related to mergers and acquisitions including securities and antitrust matters. The firm has assisted clients in Hart-Scott-Rodino filings with the U.S. Department of Justice and the Federal Trade Commission.
Attorneys from all areas of practice, in the firm assist clients in due diligence investigations of target companies reviewing among other matters, tax and litigation liabilities, contingencies and labor issues.
The Real Estate Practice Group handles commercial, industrial, retail, and individual matters ranging from simple transactions to extremely sophisticated acquisitions, sales, leasing, joint ventures, developments, and leasehold and leaseback financing arrangements. Lawyers in the Real Estate Group have extensive experience in the field of complex project development, including tourism and resort facilities, residential developments, office parks and buildings, shopping centers and hospitals.
The group ably assists clients in negotiating, structuring, and implementing transactions, securing permits and appropriate registrations and in assuring regulatory compliance under local, Commonwealth, and federal laws. Attorneys in the group interact with other practices as dictated by clients’ needs, to offer comprehensive counseling covering all aspects of real estate transactions, including related financing, tax, securities, insurance, environmental, zoning and permitting considerations and condemnation matters.
Clients of the Real Estate Group include financing institutions, such as national commercial banks and life insurance companies, as well as national, international, and local companies and real estate developers doing business in Puerto Rico.
Fiddler Gonzalez & Rodriguez, P.S.C. has been the preferred choice of clients seeking counsel in regulatory and transactional matters related to securities and capital markets in Puerto Rico. The firm has a constant presence in securities transactions in Puerto Rico, both public and private. The Securities Group of the firm has a proven record as innovators in the development of creative and legally sound structures designed to solve client needs in the capital markets.
Fiddler currently serves as counsel to publicly traded companies in connection with filings of annual and quarterly reports and proxy materials. The group also counsels various clients on issues relating to and arising under the Securities Exchange Act of 1934 and the Sarbanes Oxley Act of 2002. The firm has ample experience in the area of issuance of securities, equity or debt, through public offerings registered with the Securities and Exchange Commission (“SEC”) and private placements through Regulation D or Rule 144A transactions. Our attorneys also counsel clients in the establishment of shelf registrations, medium-term note programs and commercial paper programs for publicly traded and private companies as well.
Fiddler is a leader in providing advice regarding regulations and establishment of securities broker dealers and investment advisory firms, having participated in the creation of multiple securities broker dealers and investment banking firms that are members of FINRA and various investment advisory firms registered with the SEC. In addition, the firm has served as counsel to families of mutual funds in the creation and organization of diverse investment companies in Puerto Rico. The firm was instrumental in the development and organization of the first open-end investment company in Puerto Rico. The members of the Securities Group counsel local, national and international securities firms on a continuing basis regarding compliance matters with the SEC, FINRA, the New York Stock Exchange and the Office of the Commissioner of Financial Institutions of Puerto Rico.
Fiddler is a leader in the municipal bonds market in Puerto Rico, serving as Underwriter’s counsel in transactions marketed in the United States and as Bond Counsel or Underwriter’s Counsel in local market transactions. The Government Development Bank for Puerto Rico has consistently selected the firm to serve as Underwriter’s Counsel in highly complex transactions.
Fiddler also has extensive experience in the creation and organization of venture capital funds, investment funds hedge-funds and hedge-like funds. The firm has advised these funds from their early inception to the implementation of successful exit strategies.
Puerto Rico is a separate tax jurisdiction from the United States. As such, the Commonwealth has developed sophisticated legislation concerning income, property, excise and import, sales and municipal license taxes as well as tax exemptions and incentives. Entities and individuals doing business on the island, whether domestic, or based in the United States or foreign countries, must receive counsel regarding the interplay of local and federal tax laws in order to achieve tax efficiency.
The Tax Practice encompasses all aspects of Puerto Rico's fiscal laws, as well as United States federal income tax issues. Our attorneys have considerable proficiency dealing with tax incentives and tax reduction laws, and matters regarding mergers and acquisitions, reorganizations, financial transactions, securitizations, investment companies, real estate investment trusts, and tax controversies and audits.
Fiddler represents clients before tax authorities on diverse procedures and matters, including registration, preparation and procuring issuance of private ruling letters and closing agreements, responding to tax notices and solving the matters covered therein, applying for and obtaining special tax elections such as special partnership and other pass-through status, and refund claims.
The members of the group have extensive experience in drafting and reviewing retirement plans, executive compensation packages, deferred compensation programs, domestic and foreign trusts and estate and gift taxes under Puerto Rico tax law.
The firm assists with the preparation of tax exemption and incentive applications, and the negotiation with governmental authorities of the terms and conditions of tax grants providing such exemptions and incentives.
The group advises clients in connection with applications, issuance and sale of tax credits from their investments in hotel, time-sharing, vacation club projects and other hospitality activities, real estate development in urban areas, and the acquisition of industrial businesses in the process of closing operations. The firm also assists clients with the sale or purchase of such tax credits.
Among the many and diverse clients served by the Tax Group are some of the world's best-known pharmaceuticals, manufacturers, software, electronics firms, and foreign companies doing business on the island. In addition, we provide tax services to banks and financial institutions, including off-shore banking and investment bankers, security underwriters, insurance companies, hotel and hospitality firms, fuel and energy companies, as well as non-profit organizations, partnerships, individual clients, trusts, real estate and development companies, wholesalers, retailers and other commercial organizations doing business in Puerto Rico. Fiddler has also played an important role in the development of the island's current tax and incentives laws and regulations.
The Tourism Practice Group was organized to address the emerging governmental policy in the promotion of tourism in the Island.
The group is composed of selected attorneys in the practice of taxes, tax credits, tax exemption, securities, and financing. The group counsels clients on tax exemptions, tax credits, financing, and equity offering options available to tourism projects to be established in the Island.
The group is proficient in the negotiation, structuring, and implementation of transactions to assure the fullest utilization of the aforementioned benefits. They have participated in such endeavor in the acquisition from the government and private owners of existing tourism facilities and their renovation and refurbishment, and the establishment of new tourism projects.
In a rapidly aging population the need for estate planning is becoming particularly relevant.
Fiddler's Trusts, Wills and Estates practice is composed of an eclectic group of lawyers from the corporate and litigation divisions with experience in drafting from simple wills, durable powers of attorneys, to complex testamentary trusts.
These services are complemented by Fiddler's taxation lawyers whose command over local and U.S. estate tax laws is unquestionable.
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