What we do

Transactional advice from start to finish, with a legal and tax perspective.

Tax structuring of share issuances and of share and asset purchases.
Negotiation of shareholders' agreements.
Due diligence.
Drafting and negotiation of share or asset purchase agreements and investment agreements.
Support in closing transactions.
Advice on mergers and spin-offs.
Advice on structuring alliances and joint ventures.
Negotiation of security packages, including trusts.

Experience

View all experience

Grupo Éxito
Controlling stakes in Libertad (Argentina) and Grupo Pão de Açúcar (Brazil).
Advice to Grupo Éxito on the acquisition of a controlling stake in Libertad (Argentina) and Grupo Pão de Açúcar (Brazil).
Haceb – Whirlpool
Joint venture with Whirlpool.
Advice on structuring the joint venture between Haceb and Whirlpool.
Sociedad Portafolio
Unwinding of the cross-holdings of Grupo Nutresa, Grupo Sura and Grupo Argos.
Comprehensive advice to Sociedad Portafolio, the vehicle created to implement the Framework Agreement between Grupo Gilinski and ICH Capital, on one side, and Grupo Sura, Grupo Argos and Grupo Nutresa, on the other. Our work covered its incorporation, the share exchanges that unwound the cross-holdings among the groups, its obligations as an issuer and its voluntary liquidation.
Accionista minoritario
Sale of a majority of the company to a third party.
Advice to a minority shareholder on negotiating a framework agreement and a shareholders' agreement in connection with the sale of a controlling stake in the company to a third party, including support on the negotiation of the sale and the tax structuring of the transaction.
Productos Lácteos Auralac
Sale to Qbco, in two transactions.
Advice on both the initial sale of a stake in Productos Lácteos Auralac S.A.S. to Qbco S.A.S. and the later sale of the remaining shares held by Inversiones Auragac S.A.S. to Qbco S.A.S. In both transactions we assisted the seller in drafting and negotiating all the transaction documents and advised on closing.
Avofruit (Grupo Cartama)
Joint venture with Fresca Group and a private equity fund.
Advice to Avofruit S.A.S. (Grupo Cartama) on structuring its joint venture with Fresca Group LLC (United Kingdom) and its alliance with Mission, and on structuring the private equity fund.
Cemab
Sale of 45% of Cemab and Regencord to an Audifarma group vehicle.
Advice to the shareholders of Centro de Células Madre y Biotecnología S.A.S. (Cemab) on the sale of 45% of their shares in the company and in its US mirror entity (Regencord LLC) to an investment vehicle of the Audifarma group, a healthcare company based in Pereira. We advised the shareholders on the vendor due diligence, the buyer's due diligence, the negotiation of the binding offer and the negotiation of the definitive transaction documents.
Clínica Medellín
Sale of a controlling stake to Grupo Quirón (Quirónsalud).
Advice to the shareholders of Clínica Medellín S.A. on the sale of a controlling stake to Grupo Quirón (Quirónsalud). We drafted and negotiated the share purchase agreement and the shareholders' agreement, and supported the steps leading to closing.
Comfama
Acquisition of Clínica Panamericana de Urabá and corporate venture capital investments.
Advice to Comfama on the acquisition of the entire shareholding in Clínica Panamericana de Urabá, including conducting the due diligence and drafting and negotiating the transaction documents, as well as structuring a security trust. Support on its investments in several startups, such as Sempli, Kutai and Awake, through its corporate venture capital arm.
Cooperativa Consumo
Sale of its retail assets to Supermercados La Vaquita.
Advice to Cooperativa Consumo on the sale of all the assets of its retail operation to Supermercados La Vaquita.
C.I. Banafrut y C.I. Tropical
Acquisition of a stake in Corrugados del Darién.
Advice to C.I. Banafrut S.A. and C.I. Tropical S.A.S. on the acquisition of a stake in Corrugados del Darién S.A. We conducted the due diligence, prepared the share purchase agreement and the shareholders' agreement, negotiated the documents and handled the steps leading to closing.
Doctus
Sale of its business as a going concern to Doctus Tech.
Advice to Doctus S.A.S. on the sale of all its assets to Doctus Tech S.A.S. We drafted and negotiated the asset purchase agreement and supported the steps leading to closing.
Ecoflora Agro
Sale of a controlling stake to Gowan Company.
Advice on the sale of a controlling stake in Ecoflora Agro S.A.S. to Gowan Company LLC. We drafted and negotiated the transaction documents and handled the steps leading to closing.
Ecoflora
Investment round.
Advice to Ecoflora S.A.S. on drafting and negotiating the investment agreements under which it received investments from several investors in a capital raise.
Ecologística
Sale of 100% to IA4 (Grupo Ática).
Advice to the shareholders of Ecologística S.A.S. E.S.P. on the sale of 100% of the company's subscribed and outstanding capital to IA4 S.A.S., part of Grupo Ática. We advised the selling shareholders through several negotiations with different counterparties, including non-binding offers and due diligence processes, and finally through the process whose closing completed the sale of their stake.
El Colombiano
Sale of a controlling stake to Alianza San Felipe.
Advice to the shareholders of El Colombiano S.A.S. on the sale of a controlling stake to Alianza San Felipe S.A.S. We drafted and negotiated the share purchase agreement and the shareholders' agreement, and supported the steps leading to closing.
Fondo Acción
Impact investments in Soluna, Proplanet and Tool Be.
Advice to Fondo para la Acción Ambiental y la Niñez on subscribing for a percentage of the shares of Soluna Energía S.A.S. E.S.P., Proplanet S.A.S. and Tool Be de Colombia S.A.S., all of them impact investments.
Inversiones Urbanismo y Construcciones
Acquisition of 24% of Gaia Servicios Ambientales.
We advised Inversiones Urbanismo y Construcciones S.A.S. on the acquisition of 24% of the shares of Gaia Servicios Ambientales S.A.S. BIC. We led the negotiation of the transaction documents and managed the steps required for closing.
GH Avocados
Acquisition of Ocoa Dos and Vivero Ocoa.
Advice to GH Avocados S.A.S. on the purchase of all the shares of Ocoa Dos S.A.S. Zomac and its subsidiary Vivero Ocoa S.A.S. Zomac. We conducted the due diligence, negotiated the transaction documents and handled the steps leading to closing.
Grupo Bios
Acquisition of Antillana and sale of Avícola Triple A.
Advice to Grupo Bios S.A.S. on two significant transactions: (i) as buyer, on the acquisition of all the shares of Antillana S.A.S., a Colombian seafood distributor; and (ii) as seller, on the sale of all its shares in Avícola Triple A S.A.S., an egg producer and distributor.
Electroquímica West
Acquisition of Klaxen.
Advice to Electroquímica West S.A. on the acquisition of all the shares of Klaxen S.A.S., to consolidate its chemicals business across several industries.
Inversionista privado
Acquisition of Avinco and Avesco, operators of Kokoriko.
Advice to a private investor on the acquisition of 100% of the shares of Avinco S.A.S. and Avesco S.A.S., which operate the Kokoriko fast-food chain in Colombia. We structured and incorporated the acquiring holding company, conducted the due diligence, negotiated the transaction documents and handled the steps leading to closing.
Laboratorio Gonzalo Aristizábal
Sale of its business establishments to Clínica Medellín.
Advice to Gonzalo Aristizábal Mondragón Sucesores & Cía. S.A.S. on the signing and closing of the sale of the Laboratorio Gonzalo Aristizábal business establishments to Clínica Medellín S.A.
Laboratorios Ecar
Acquisition of dermocosmetic assets and a medicine.
Advice to Laboratorios Ecar S.A. on the acquisition of a set of assets, including intangible assets, together with the permits and authorisations required to produce and market four dermocosmetic products and one medicine.
Portwest
Acquisition of Kondor.
Advice to Portwest Unlimited Company, an Irish manufacturer of personal protective equipment (PPE), and its Spanish vehicle Portwest Spain S.L.U. on the acquisition of 70% of the shares of Grupo Kondor Colombia S.A.S. and Almacenes LCC S.A.S., PPE manufacturers. We led the legal due diligence, the legal structuring of the transaction, and the negotiation and drafting of the share purchase agreement (SPA), the shareholders' agreement (SHA), the key employment agreements and the other transaction documents. We also advised the buyer on the overall coordination of closing and post-closing matters, including price adjustment and earn-out mechanisms.
Red Polar
Sale to a multinational headquartered in the United Kingdom.
Advice to the shareholders of Red Polar on the sale of all their shares in Red Polar to a multinational headquartered in the United Kingdom.
Fundación Hospitalaria San Vicente de Paúl
Sale of three business establishments to Dinámica IPS.
Advice to Fundación Hospitalaria San Vicente de Paúl on the sale of three business establishments to Diagnóstico & Asistencia Médica S.A. (Dinámica IPS), including drafting the assignment of assets, liabilities and contracts and carrying out the steps leading to closing.
Somerauto
Sale of more than 70% of its assets.
Advice to Somerauto S.A. on the negotiation, signing and closing of the purchase agreement for more than 70% of its assets.
Sura
Sale of Arus.
Advice to Grupo de Inversiones Suramericana S.A. and some of its subsidiaries on the sale of 100% of the shares of ARUS S.A.S. to a private investor. We negotiated and prepared the share purchase agreement (SPA) and the transaction documents, and supported the corporate matters required to execute and close the transaction.
Suramericana
Alliance with Universidad CES to create BIVETT.
Advice to Suramericana S.A., an insurance and trend and risk management company, on negotiating and drafting an alliance with Universidad CES to create BIVETT, a network of veterinary centres devoted to comprehensive care for companion animals.
Clínica Panamericana
Acquisition of the clinical laboratory assets of Unlab Zona Franca.
Advice to Clínica Panamericana on the acquisition of the clinical laboratory assets of Unlab Zona Franca S.A.S., including conducting the due diligence and drafting and negotiating the transaction documents.