Squire Patton Boggs has guided a family-owned company in the Dominican Republic toward what looks to become the island nation’s first publicly-traded company.
César Iglesias, S.A., a large company that manufactures and imports consumer goods like laundry detergent and vegetable oil, initially turned to the firm’s Santo Domingo arm—Squire Patton Boggs Peña Prieto Gamundi—with the goal of selling a minority interest in the company to finance international expansion.
Those talks morphed into a full-blown corporate restructuring for a company that has been in business for over 100 years and was owned by multiple branches of the same family.
Awilda Alcántara-Bourdier, a Santo Domingo-based partner at Squire Patton Boggs who led the legal team advising César Iglesias, said the restructuring involved buying out several branches of the family to streamline and modernize the company’s corporate structure.
“That first phase that we went through—the cleanup—helped a lot,” Alcántara-Bourdier told Law.com International. “It would have been hard to go from 0-100.”
The company began to mull a public offering of shares, Alcántara-Bourdier says, due to a lowering of domestic tax rates aimed at spurring local capital markets.
To make that happen, César Iglesias required specialized advice from Squire Patton Boggs in matters related to securities market regulation, as well as adaptations of by-laws and corporate structure to conform with the legal and regulatory framework of the securities market of the Dominican Republic.
Squire Patton Boggs crafted a corporate governance program for the company, which has nearly 3,000 employees and boasts a portfolio of more than 60 brands.
That program involved drafting a corporate governance code; a code of conduct; internal regulations for the board of directors; internal regulations for the executive, auditing, compliance, risks and nominating and compensation committees; policies regarding privileged information, insider trading, operations with related parties and conflicts of interest, disclosure information, communication with shareholders and a manual for investor queries and services.
“It was a learning experience for all involved,” reflected Alcántara-Bourdier. “The regulator had been waiting for so long for this to actually happen. It felt like we were working as a team.”
The company is expected to list shares in May.
The Squire Patton Boggs legal team that accompanied César Iglesias in its transformation toward becoming a listed public company was co-led by capital markets senior associate Miguel Cano and included Latin America practice head Alejandro Peña Prieto, both of whom are also based in Santo Domingo, the capital of the Dominican Republic.
Most Latin America practice group leaders at international law firms are based in U.S. cities such as Miami or New York, or in the region’s two biggest economies: Brazil and Mexico.
Squire Patton Boggs, though, has a significant presence in one of Latin America’s smaller economies, the Dominican Republic, owing to the Cleveland-founded firm’s 2005 combination with Miami’s Steel Hector & Davis.
Following the merger, the firm shuttered outposts in Buenos Aires, Caracas, Rio de Janeiro, Santiago and São Paulo, making the Santo Domingo office the only location that Squire Patton Boggs still claims in Latin America and the Caribbean.
Around the world, more than 70 Squire Patton Boggs attorneys collaborate on Latin America-related work on a regular basis, with 16 lawyers based in Santo Domingo.
The Dominican Republic has fewer than 11 million inhabitants on the Caribbean island of Hispaniola, which it shares with Haiti. Though tiny in size and heavily dependent on tourism, the Dominican Republic has enjoyed robust economic growth in recent decades that has broadened the middle class.
Dominican President Luis Abinader is a businessman who wants to democratize investment on the island and stoke the local capital markets. Currently, investors can only purchase the debt of Dominican companies on the local exchange.
Alcántara-Bourdier says her firm has already received queries from three additional Dominican companies that are exploring the possibility of an initial public offering.