Securities Regulation

Arias, Fábrega & Fábrega has built one of the preeminent legal practices in the area of capital markets in Panama. For years, its lawyers have been the preferred legal advisers by leading financial institutions, acting in more cross-border offerings, local offerings in the Panama Stock Exchange, tender offers, and exchange offers than any other firm in the country, both in terms of number of transactions and dollar-value of the transactions.

ARIFA advises the largest financial institutions around the world, as well as the largest Panamanian banks and broker dealers on securities regulations or stock exchange rules. 

Its unparalleled experience working with complex and innovative financial structures, particularly in the context of cross-border transactions, gave ARIFA the advantage to contribute to the development of many financial structures and instruments that are commonplace in Panama today.

ARIFA's experience in sovereign debt is second to none, having acted as local counsel to underwriters in connection with most international bond issues of the Republic of Panama since the 1996 Brady restructuring.

The firm also has a leading expertise in initial public offerings of Panamanian corporations and have acted as counsel to either underwriters or issuers of five Panamanian corporations whose shares have been or are listed on the New York Stock Exchange, including Bladex, COPA, Panamco, Willbros and Syntex.

In the area of infrastructure and project finance, our lawyers have developed complex financial structures to finance the largest hydroelectric, toll-road and construction projects in the country, including arranging bond offers for ICA, Pycsa, AES, Fortuna, Elektra, Madden-Colon, the Coastal Highway and the Trump Tower.

Wide sector understanding

Since the creation of the Panama Stock Exchange in 1990, the firm has advised more clients than any other local law firm in connection with debt and equity offers in the Panamanian capital market, playing a leading role in the development of the local capital market.

An ARIFA partner led the Presidential Commission that drafted the current securities act, the current tender offer rules and the current anti-takeover rules.

  • An ARIFA partner served as Chairman of the Board of Directors of the Panama Stock Exchange for 5 years (2007-2011). Two ARIFA lawyers sit on the board of the Panama Stock Exchange; and others are directors of securities firms and investment companies
  • When Citibank decided in 2011 to act as local custodian to open the Panamanian market to international investors, ARIFA lawyers advised in the creation of the structure, drafting the required agreements and rules of operation
  • When the government of Panama decided in 2011 to evaluate the possibility to create a sovereign wealth fund, it turned to ARIFA for advice
  • The team also drafted the rules of operation of LatinClear, Panama's custody and clearing agency

ARIFA Firsts

ARIFA has set precedent for its participation in many first-of- their- kind transactions

  • First securitization ever done in Panama. Since then they have done more securitizations than any other legal team in Panama, including the first securitization of credit card receivables, export trade receivables, SWIFTs, residential mortgages, and toll-road receivables
  • Created the structure used by Panamanian issuers to simultaneously place bonds in the local market and the international markets. Since then, they have done more simultaneous offerings than any other legal team in Panama
  • First IPO of a Panamanian company in the Panama Stock Exchange, and the first perpetual bond in Panama
  • First Panamanian issuer to register in Mexico and raise funds in the Mexican capital markets (HSBC Bank)
  • First public exchange offer carried out in Panama (Global Bank)

 

Representative Clients

Banco Centroamericano de Integración Económica, Banco General, La Hipotecaria, Banco Latinoamericano de Comercio Exterior, Bancolombia, Bank of America Merrill Lynch, BNP Paribas, Citibank, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley, Standard Chartered Bank, UBS, Unicredit, Wells Fargo/Wachovia and WestLB.

Representative Transactions

OUR CLIENTS SAY