During the past year, our litigation practice group has been engaged in significant matters. We are pleased to share some of those engagements:
· Co-Lead Counsel to major telecom company in 2 consumer class actions in PR Courts, alleging 2 types of excess charges.
· Lead regional counsel to Major League Baseball; responsible for referring and supervising counsel in México, Nicaragua, Costa Rica, Panamá, Colombia, Venezuela, Brazil, Curaçao, Dominican Republic, Spain, Netherlands, Italy, Germany, Czech Republic, China, Japan, Taiwan, South Korea, Australia and New Zealand.
· Lead Counsel before the U.S. District Court for the District P.R. defending against putative class action for alleged breach of contract and of fiduciary duty, in relation with the sale and distribution of various closed-end funds. Case was successfully transferred to New York, where PMA is co-counsel to New York counsel on Puerto Rico law issues.
· Counsel to a laboratory in connection with Civil Rico class action in involving the alleged purchase of non-complaint fuel oil by the Puerto Rico Electric Power Authority.
· Counsel to major international media company in libel action brought by an individual before USDC. Successfully had the case dismissed on motion to dismiss. Case is pending appeal before U.S. Court of Appeals (First Circuit).
· Co-counsel in putative toxic tort class action filed in Puerto Rico, which is part of U.S. District Court MDL proceedings. Obtained Partial Summary judgment based on statute of limitations under Puerto Rico law based on oral argument before USDC for Southern District of NY.
· Counsel in over 75 active securities arbitration cases before FINRA.
· Lead Counsel in putative class action by public employees, claiming losses to their pension plan benefits in relation with bonds issued by the Puerto Rico Retirement System.
· Representing client before the D.C. Circuit Court of Appeals challenging a National Labor Relations Board Majority Order (2-1) regarding a non-union approved strike that the company argues was a wildcat strike.
· Counsel to a major institutional client in several copyright infringement suits.
· Counsel to several clients in connection with electronically stored information compliance and corporate investigations.
· Counsel to petrol company in connection with major explosion and fire at a tank farm. Court recently sided with client’s position that case should not be tried before a jury, but rather as a bench trial.
· Successfully defended client in several federal cases involving Airway Improvement Act and FAA Grant Assurances.
· Successfully defended opposition to petition of writ of certiorari before U.S. Supreme Court in an ERISA case involving promissory estoppel claims.
· Advising several clients in connection with the legal framework of U.S.-Cuba relations.
· Responsible for obtaining precedent setting case rejecting rebus sic stantibus as a defense to collection action under loan agreement.
· Represented client in the only patent infringement claim out of a group that was successfully transferred to the United States District Court for the Northern District of California, resulting in the voluntary dismissal of the complaint.
The Puerto Rico Legislature recently adopted Act No. 217-2014, also known as the Digital Registry Act of Vending and Automated
Machines. This law applies to commercial establishments and businesses that operate vending and automated machines, including
electronic video games, snack and soda dispensers, and automated teller machines (ATMs). Act No. 217-2014 establishes a digital registry
within the Office of Permits Management (OGPe, by its Spanish acronym) designed to maintain a centralized and complete record of
these machines operating throughout the Island. With the aim of improving current enforcement and tax collection initiatives of
the central and municipal governments, the Act's primary objective is to establish a digital label or tag that will track each machine by
assigning it a unique identification number. A commercial establishment will be required to attach the digital tag to each machine, which shall contain the name and location of the
business authorized to operate the machine, the exact location of the machine within the establishment, and the name and telephone
number of the owner. In addition, the tag will provide other relevant information of the commercial establishment or business with regards to any applicable permits, certifications, licenses and registrations. Under normal circumstances, the registration
process for the machines will be a one-time requirement by OGPe and shall be completed by the Agency within a 24-hour timeframe. If
the business location changes or the machine is moved to another location, the owner shall notify OGPe within a seven (7) day period
after the change. In terms of enforcement and penalties, OGPe
may impose administrative fines to business owners ranging between $500 and $5,000 per violation for non-compliance with the Act's
requirements. Although the Act entered into effect immediately upon its approval, requirements pertaining to the registration of the vending and automated machines shall be effective 180 days after its approval. Also, the Act requires OGPe to adopt a regulation
providing the requirements to be followed by all businesses subject to the new law. Please note that the matters discussed in this
memorandum are prepared for informational purposes only. This memorandum is not intended as and does not constitute legal
advice. If you need additional information regarding Act 217-2014 or how it may affect your operations, please contact one of the
attorneys in our Environmental, Zoning and Land Use Practice Groups.
The Puerto Rico Legislature recently adopted Act No. 216-2014, also known as the Fiscal Information & Permits Control Act. The
following summary of the newly enacted piece of legislation is particularly important since it will have broad applicability to all commercial establishments, businesses and industries on
the Island. The Fiscal Information & Permits Control Act
(in Spanish "Ley de Control de Informacion Fiscal y de Permisos") creates a digital code or system that will allow the Office of Permits
Management (OGPe, by its Spanish acronym) to keep track of the permits, certifications, licenses and registrations required by law for
all commercial establishments, businesses and industries. Currently, these entItles are required by law to display in a visible location
all of their permitting and licensing documentation for public knowledge and to allow inspections by state and municipal
government officials. Nonetheless, the Act recognizes in its statement of motives the impractical and obsoleteness of the existing
paper-intensive requirement, which has become a burden for businesses and government officials alike. In order to facilitate the publicity of the permitting and licensing documentation and to
improve governmental enforcement efforts, the Act's primary objective is to adopt a digital code named Control de InformaCion
Fiscal y de Permisos (CIFP, by its Spanish acronym) that will identify all of the business' relevant information, including applicable
permits, certifications, licenses and registrations. This system will substitute the existing public display requirements. Businesses will need to attach the CIFP code on the main door or entrance to the establishment. Consequently, public officials will be able to scan the code with a digital mechanism and quickly review and keep track of this information without necessarily entering the establishments. For violations or non-compliance with the Act's requirements, OGPe may impose an administrative fine ranging between $1 ,000 and $5 ,000 per violation. Although the Act entered into effect immediately upon its approval , requirements pertaining to the CIFP or digital code shall be effective 180 days after its approval. Also, the Act allows OGPe to adopt a regulation, administrative order or guideline detailing the requirements to be followed by all businesses.
Please note that the matters discussed in this memorandum are prepared for informational purposes only. This memorandum is not
intended as and does not constitute legal advice. If you need additional information regarding Act 216-2014 or how it may affect
your operations, please contact one of the attorneys in our Environmental, Zoning and Land Use Practice Groups.
The firm co-sponsored the Puerto Rico Investment Summit, a two-day conference held in collaboration with Puerto Rico’s Department of Economic Development & Commerce and Paulson & Co. focusing on Puerto Rico as a business and investment destination. More than 200 investors and investment advisers participated in the conference to learn about Puerto Rico's competitive advantages. Keynote speakers included hedge fund billionaire John Paulson, the CEO of Paulson & Co., investor Nicholas Prouty, president of Putnam Bridge Funding, Popular Inc. Chairman & CEO Richard Carrión and the Governor of Puerto Rico, Alejandro García Padilla. Edgar Ríos (Taxes) participated during both days of the conference. Mr. Ríos gave a presentation on “Tax Advantages: Act 20 for Export Services and Act 22 for Individual Investors” during the first day of the conference and served as a panelist of a Q&A session on Act 20 and Act 22 on the second day. His presentation can be seen in the following link: Video Presentation
The Firm represented Paulson & Co., Inc. in connection with the announced $260,000,000 acquisition of the Vanderbilt Hotel and La Concha Renaissance Hotel and Casino in San Juan, Puerto Rico. The PMA team included Antonio J. Santos (Real Estate), Donald E. Hull (Banking), Antonio Molina (Real Estate), Edgar Ríos (Taxes), and Edwin Cruz (Environmental and Land Use).
Paulson & Co., Inc., is a New York based investment management firm with approximately US $21 billion in assets under management.
Mr. Ferrer has rejoined the Firm after his service as President and Vice-Chairman of the Board of the Government Development Bank for Puerto Rico. He will continue to advise private sector clients and their leaders as part of the Firm’s Corporate Practice Group.
“Javier is a tremendous legal talent and I am extremely pleased and proud that he has chosen to rejoin PMA,” said Jaime E. Santos, Managing Member of the Firm. “He is a proven asset to clients looking for creative solutions in the transactional area and who face significant legal and regulatory challenges.”
“I am very excited to be back with my PMA colleagues and friends,” Mr. Ferrer said. “With the extraordinary talent and dedication of its lawyers and its unmatched reputation, the Firm continues to provide excellent services to its clients, helping them advance their objectives through top-notch advice for their most complex legal problems.”
PMA is proud to announce that litigation associate Margarita Mercado Echegaray has been designated as Solicitor General of Puerto Rico. After receiving her JD, Magna Cum Laude, from the University of Puerto Rico and her LLM from Columbia Law School, Ms. Mercado Echegaray clerked for Associate Justice Hon. Anabelle Rodríguez-Rodríguez of the Puerto Rico Supreme Court and Hon. Juan R. Torruella, Judge of the United States Court of Appeals for the First Circuit.
Javier D. Ferrer, one of the founding members of the Firm, has been designated by Governor-elect Alejandro García Padilla to serve as the President of the Government Development Bank for Puerto Rico (“GDB”). GDB serves as the bank, fiscal agent and financial advisor to the Government of Puerto Rico. As of June 30, 2011, GDB had, on a consolidated basis, more than $15 billion in assets and over 400 employees. The president of GDB is instrumental in delineating and executing the island’s fiscal policy and overall economic development. Since its founding more than twenty years ago, Javier has been instrumental in PMA’s success. Among the wide array of areas of his corporate practice, he has represented financial institutions in all aspects of compliance and regulation, including banking and securities laws; insurance companies; and as well as buyers and sellers in M&A and capital market transactions. Managing Member Jaime E. Santos said, “Although we will miss Javier as he embarks on this new professional challenge, we at PMA are very excited about the contributions he will make to the overall fiscal and financial wellbeing of Puerto Rico.”
Litigation Member Heidi L. Rodríguez and Limited Member Sara L. Vélez recently achieved a favorable outcome for Popular Securities, Inc. and three of its registered representatives in a securities fraud claim filed before FINRA. After a three-day evidentiary hearing, FINRA dismissed the claims in their entirety and recommended expungement for the three individuals involved.
In its Latin America edition for 2013, Chambers & Partners listed PMA as a top Band 1 firm in the areas of corporate and commercial, dispute resolution, and real estate. PMA is one of two firms in Puerto Rico to have received that honor. The firm was also honored by the same edition in the areas of taxation and intellectual property.
Litigation Member Oreste R. Ramos recently became the President for the 2012-2013 term of the Hon. Raymond L. Acosta Puerto Rico Chapter of the Federal Bar Association. The Puerto Rico Chapter is one of the largest and most active in the United States. San Juan will host the Federal Bar Association’s National Convention in September of 2013.
Edgar Ríos-Méndez is the author of the Puerto Rico tax section that forms part of the renown publication “Global Tax Guide” from BNA International. Also, the Edgar Ríos-Méndez and Jeanelle Alemar-Escabí co-authored the recently published portfolio Business Operations in Puerto Rico by BNA Tax Management and the article Investment Destination: Puerto Rico – New Tax Incentives to Lure Business and Individual Investment published by Tax Management Weekly State Tax Report.
In addition, Edgar Ríos-Méndez participated as speaker in the 2012 Puerto Rico Credit Conference promoting Puerto Rico as an International Financial Center by explaining the Puerto Rico and federal tax implications of doing business in Puerto Rico under recently enacted Puerto Rico tax incentives laws.
PMA is honored to have received a top Band 1 ranking in the 2012 Global Edition of Chambers & Partners. PMA is one of just two firms in Puerto Rico to have received a top ranking in the areas of Corporate & Commercial law and Dispute Resolution.
Were are proud to announce that in its 2012 Latin America edition, PMA received a top Band 1 ranking in the Corporate Commercial, Dispute Resolution (Litigation), and Real Estate areas. The firm also received a leading firm honor in the areas of Taxation and Intellectual Property.
Litigation Partner Oreste R. Ramos was recently elected as President-Elect for the 2011-2012 term of the Hon. Raymond L. Acosta Puerto Rico Chapter of the Federal Bar Association. The Puerto Rico Chapter is the Fourth Largest in the Nation. He will be holding the position of President of the Chapter during the 2012-2013 Term. Mr. Ramos was also recently nominated as a Fellow of the Foundation of the Federal Bar Association. The Foundation is a non-profit, Congressionally-chartered organization. Its mission is to promote and support legal research and education; advance the science of jurisprudence; facilitate the administration of justice; and foster improvements in the practice of federal law.
PMA acted as counsel to the Puerto Rico Public-Private Partnerships Authority in connection with the procurement and award of the largest public private partnership established to date in Puerto Rico, involving the concession of the PR-22 and PR-5 Toll Roads. The group of Abertis Infraestructuras and Goldman Sachs Infrastructure Partners II, L.P. was selected as the preferred bidder with a bid of $1.080 billion. The concession agreement was executed on June 27, 2011 and the transaction is expected to close during the third quarter of 2011. Partners Manuel R. Pietrantoni, Javier D. Ferrer and Manuel Rodriguez handled this matter.
In Irizarry Mora v. University of Puerto Rico, CA1-09-2314: Successfully represented the University of Puerto Rico on appeal before the U.S. Court of Appeals for First Circuit which affirmed a U.S. District Court (“USDC”) ruling that the university is immune from suit in federal court under the doctrine of sovereign immunity of the 11th Amendment to the U.S. Constitution. Partner Oreste R. Ramos argued the case on behalf of the University during the oral argument hearing.
PMA acted as counsel to Popular, Inc. (“Popular”), the leading banking institution by both assets and deposits in Puerto Rico, and its subsidiary Popular North America, Inc. (“PNA”), in the restructuring of the terms of $233.2 million of senior notes of PNA, guaranteed by Popular, that were originally issued in 2007 to various institutional investors. The restructuring, which was completed in June 2011, was handled by partners Eduardo J. Arias and Antonio J. Santos.
PMA acted as counsel to Banco Popular de Puerto Rico in connection with the restructuring of credit facilities in the aggregate amount of $72,000,000 to one of the principal pharmaceutical distribution companies on the Island. The transaction closed in April of 2011. Partners Donald E. Hull and Manuel del Valle handled this matter.
PMA acted as underwriters and Puerto Rico special tax counsel in connection with the $112.6 million Hospital Revenue and Refunding Bonds, Series 2011A and B issued on July 7, 2011 by the Puerto Rico, Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority. The Authority loaned the proceeds of the bonds to the Hospital Auxilio Mutuo Obligated Group, which operates one of the largest private tertiary care hospitals in Puerto Rico. The underwriting group was lead by J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and included FirstBank Puerto Rico Securities Corp. and Popular Securities, Inc. Partners Javier D. Ferrer and Manuel Rodríguez handled this matter.
PMA advised Triple-S Management Corporation (Triple-S) and its managed care subsidiary Triple-S Salud, Inc. in their $83 million all-cash acquisition of all the outstanding capital stock of Socios Mayores en Salud Holdings, Inc. (“SMSH”), the parent company of American Health, Inc., a provider of Medicare Advantage services to over 40,000 dual and non-dual eligible members in Puerto Rico. Partners Javier D. Ferrer and Manuel Rodríguez Boissen handled this matter. The transaction, which positioned Triple-S for continued growth in the Medicare Advantage segment, was structured as a reverse triangular merger and closed on February 2011. Triple-S is the leading managed care company in Puerto Rico and an independent licensee of the Blue Cross and Blue Shield Association, holding the exclusive rights to the Blue Cross and Blue Shield name and trademark in Puerto Rico. With approximately 1,000,000 customers, it reaches 30% of Puerto Rico’s population.
PMA acted as underwriters and Puerto Rico special tax counsel in connection with the $112.6 million Hospital Revenue and Refunding Bonds, Series 2011A and B issued on July 7, 2011 by the Puerto Rico, Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority. The Authority loaned the proceeds of the bonds to the Hospital Auxilio Mutuo Obligated Group, which operates one of the largest private tertiary care hospitals in Puerto Rico. The underwriting group was lead by J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC and included FirstBank Puerto Rico Securities Corp. and Popular Securities, Inc. Partners Javier D. Ferrer and Manuel Rodríguez Boissen handled this matter.
PMA partners Javier D. Ferrer and Antonio R. Molina represented Banco Santander Puerto Rico as lead lender and administrative agent in connection with the $242 million senior secured credit facility for the State Insurance Fund Corporation, a public corporation and government instrumentality of the Commonwealth of Puerto Rico, the first such loan from the private sector ever made to the public corporation in May 2011. The State Insurance Fund is the sole entity authorized by law to provide workmen’s compensation insurance in Puerto Rico.
Chambers and Partners recently announced that PMA has been shortlisted as Puerto Rico Law Firm of the Year. The award recognizes outstanding work, impressive strategic growth and excellence in client service.
We are proud to announce that in its 2011 Global edition, PMA received a top Band 1 ranking in the Corporate Commercial and Dispute Resolution (Litigation) areas by Chambers and Partners.
For the second consecutive year, PMA collaborated on Getting the Deal Through – Product Liability, an annual report published by Law Business Research Ltd. whose contributing editors are Harvey L. Kaplan and Gregory L. Fowler. Getting the Deal Through- Product Liability provides international analysis in the area of product liability law for legal practitioners and business people. The 2010 Getting the Deal Through- Product Liability includes information on thirty-two (32) jurisdictions, with contributors from each jurisdiction preparing their jurisdiction’s chapter. Néstor M. Méndez Gómez, Heidi L. Rodríguez, María D. Trelles, and Jason R. Aguiló co-authored the updated chapter on Puerto Rico, which includes information regarding the Puerto Rico and U.S. Federal court systems and civil procedure in each forum, as well as products liability law in Puerto Rico. For more information on this publication, please visit www.GettingtheDealThrough.com.
Baseball Commissioner Allan H. (Bud) Selig announced on November 11, 2010, that Major League Baseball has established a new structure that will oversee the continued implementation of reform to the game’s operations in the Dominican Republic and throughout Latin America.
PMA litigation partner, Jorge E. Pérez-Diaz has been named the interim head of Latin American Oversight for Major League Baseball, succeeding Sandy Alderson, who was recently appointed General Manager of the New York Mets. Jorge, who has been working with Major League Baseball on Latin American issues since January, will be responsible for continuing the implementation of recommended changes aimed at improving operations in Latin America. Jorge will consult with a three-person Latin American Oversight Committee, which will be comprised of Alderson; Larry Beinfest, President of Baseball Operations for the Florida Marlins; and Bill Smith, Senior Vice President and General Manager of the Minnesota Twins.
PMA managing partner, Jaime E. Santos said “we, at PMA, celebrate Jorge’s designation as the interim head of Latin American Oversight for MLB and are very excited with the opportunity of collaborating with MLB in this important endeavor.”
Ignacio Alvarez, one of the six founding partners of the Firm, will join Popular, Inc. as its Chief Legal Officer and Executive Vice President. This appointment is expected to become effective on or about June 21, 2010. Recognized by Chambers Global as “one of the best lawyers in Puerto Rico,” Ignacio is a brilliant lawyer and practical problem solver who has been an integral part of the Firm’s success for the past 18 years. Ignacio has had a diverse corporate practice, with an emphasis on corporate finance, banking, and general corporate representations. Jaime E. Santos, the Firm’s Managing Partner, said “We are very excited for Nacho as he takes on this important position at Popular. We will miss his many talents and key contributions. We are certain that Popular has acquired a great asset in Nacho.”
During the Federal Bar Association’s National Mid-year Meeting held in Washington, DC on March 26-27, 2010, the Fellows of the Foundation of the Federal Bar Association held their annual Fellows Dinner. At the dinner, Foundation president Carl P. Gilmore gave Néstor Méndez a special recognition for his contribution and service to the Foundation’s Fellows Program and its Board of Directors.
Partner, Life Fellow and member of the board of directors of the Foundation of the Federal Bar Association (FFBA) Nestor M. Méndez recently participated in the forum: Economic Development and the Judicial Branch. The event was held on March 18, 2010 and was organized by the FFBA and the Historical Society of the Supreme Court of Puerto Rico (HSSCPR). The panel was composed of the Honorable José A. Cabranes, Judge of the U.S. Court of Appeals for the Second Circuit, Dr. Diego Iribarren, David Lewis, Vice-President Global Taxes for Eli Lilly, and Mr. Méndez. The panel was moderated by Miguel A. Soto-Class, President of the Puerto Rico Center for the New Economy. The FFBA and HSSCPR have also organized a conference on Judicial Independence by Justice Stephen G. Breyer and various activities with Justice Sonia Sotomayor in her first trip outside the Continental United States after being sworn in as an Associate Justice of the United States Supreme Court.
We are proud to announce that in its 2010 Global edition, PMA received a top Band 1 ranking in the Corporate Commercial and Dispute Resolution (Litigation) areas by Chambers and Partners.
Thomson Reuters issued its U.S. Municipals Review for the First Nine Months of 2009. In it, PMA was ranked seventh among US underwriters’ counsel firms for new issues of US Munis. In ranking the firms, Thomson Reuters takes into account proceeds of the issues, market share and number of deals.
Litigation Partner Jorge I. Peirats and Associate Giselle López Soler recently obtained a judgment from the United States Bankruptcy Court for the District of Puerto Rico dismissing with prejudice an adversary proceeding filed by debtor Life Flight of Puerto Rico, Inc. against Humana Health Plan of Puerto Rico, Inc. The Hon. Brian K. Tester, Bankruptcy Judge, agreed with defendant in that qualitative distinctions between air ambulance providers do not require payment of different rates under applicable law and regulations. Life Flight of Puerto Rico, Inc. v. Humana Health Plan of Puerto Rico, Inc., Case No. 08-08870 (BKT), Adversary No.09-00057.
Partner Nestor M. Mendez was part of the committee that organized the Hon. Sonia Sotomayor’s first visit to Puerto Rico after being sworn in as an Associate Justice of the United States Supreme Court, the first Latin American and third woman in our highest court. This visit was co-hosted by the Foundation of the Federal Bar Association (FFBA) and its Fellows Program, of which Néstor is a director and Life Fellow and by the Historical Society of the Supreme Court of Puerto Rico (HSSCPR).
Litigation Partner Jorge I. Peirats and Associate María Dolores Trelles recently obtained a preliminary injunction barring defendants from infringing client Puerto Rico Coffee Roasters LLC’s Café Yaucono and Café Rico trademarks in the United States. The preliminary injunction was issued by the Honorable Gustavo A. Gelpí, United States District Judge for the District of Puerto Rico in the case Puerto Rico Coffee Roasters, LLC et al v. Coffee Partners International Corp., Civil No.09-2243 (GAG).
Litigation Partner Oreste R. Ramos and Associate Maritere Colon recently represented the University of Puerto Rico and its President in a preliminary injunction proceeding brought by two students claiming that the University’s decision to declare a five day recess constituted an unconstitutional prior restraint of speech. After an evidentiary hearing held the day after the case was filed, the Court denied the preliminary injunction and dismissed the complaint with prejudice.
Partner Donald E. Hull was recently inducted as a Fellow of the American College of Mortgage Attorneys (ACMA). ACMA, founded in 1974, is comprised of a select group of attorneys in the United States and Canada who are experienced in lending transactions secured by real estate. ACMA’s Fellows include private practitioners, in-house counsel, government attorneys and members of the academic community. Fellowship in ACMA is by nomination only.
We are proud to announce that in its second edition and for a second year in a row, PMA received a top Band 1 ranking in the Corporate Commercial, Dispute Resolution (Litigation), and Real Estate practice areas by Chambers and Partners’ Latin America 2010. The publication referred to the Firm’s Corporate/Commercial practice group as “consistent across the board and with good overall strength with a range of transactional work and experience in M&A, MBOs, and financing and securities.” The litigation practice group is “renowned for a range of expertise that encompasses bankruptcy and securities litigation, constitutional law and antitrust work.” The Real Estate group was described as “a step above the rest.”
In the case of Florentino Rivera v. Centro Médico del Turabo, Inc. ____F.3d ____, 2009 WL 2343132 (1st Cir. 2009), the U.S. Court of Appeals for the First Circuit recently affirmed Chief Judge Fusté’s dismissal of a patient’s medical malpractice claims on the basis that the patient signed a mandatory forum selection clause by virtue of which he agreed to submit any claims as a result of the medical proceeding to the Puerto Rico Court of First Instance. In what is surely a ground-breaking decision, PMA Attorneys Heidi Rodriguez and Giselle López Soler, representing the defendant hospital, argued that the case law applicable to forum selection clauses is equally applicable in the health care industry and that the forum selection clause was valid and enforceable. The First Circuit upheld the District Court’s decision, holding that, in the absence of exceptional circumstances, when a patient and a health care provider agree on a forum selection clause the same is binding and enforceable. The appellate court also affirmed the dismissal of the claims by the patient’s wife (a non-signatory party) since her claims were contingent on the patient\'s and grounded on the same nucleus of facts. In an interesting twist of events, while the case was pending, the Patients’ Advocate adopted a regulation prohibiting forum selection clauses in this context contrary to a similar regulation adopted by the Puerto Rico Health Department. PMA Attorneys are also handling the regulatory challenge.
Oreste R. Ramos was elected Vice President and Janitza García was elected for a second term as Director of the Board of the Hon. Raymond L. Acosta Puerto Rico Chapter of the Federal Bar Association. Katherine González-Valentín will continue serving the Board as Immediate Past President.
PMA Special Counsel Katherine Gonzalez, who recently became the President of the Hon. Raymond L. Acosta Puerto Rico Chapter of the Federal Bar Association, introduced the Honorable Sonia Sotomayor during the inaugural session of the University of Puerto Rico Law School Chapter of the FBA held on April 30, 2009. In attendance were the Honorable Emmalind García of the Puerto Rico Court of Appeals, U.S. District Judge Honorable Gustavo A. Gelpí, Law School Dean Roberto Aponte, distinguished members of the law school faculty, and numerous students.
The PMA family grieves the loss and cherishes the memory of our partner, and above all, friend, Tcherine Andújar. Tcherine was a true giant in the Puerto Rico legal community. While a tax lawyer by training, specializing in the Employee Benefits and Executive Compensation areas, Tcherine’s practice spanned across all fields of commercial and civil law. A lawyer’s lawyer, no area of the law was foreign to him. He was a “think outside the box” professional, whose counsel was eagerly sought by clients and colleagues. Tcherine had an uncanny ability to befriend his clients and provide wise and practical advice. As one of six founding partners of the Firm and its first tax attorney, he is largely responsible for the Firm’s success, shepherding his practice group growth to one of the largest and most respected in Puerto Rico. An avid race car enthusiast and accomplished driver, Tcherine lived his life with the strength of the revving engine of his beloved racing Porsche. No one could ease the tension at a meeting like Tcherine; no one could tell a story or a joke like “el Maestro”, as the younger attorneys at the Firm dubbed him. Tcherine was a devoted son and brother, the proud father of Lucerito, Tatiana, and Mía and the loving husband of Jeanine Calderón. A standard-bearer of PMA’s core values, with a work ethic second to none, there will never be another Tcherine.
PMA represented Triple-S, the largest managed care company in Puerto Rico, serving approximately 1.3 million members, or about 30% of the island’s population, in the purchase and integration of certain managed care assets of La Cruz Azul de Puerto Rico, Inc., which closed on July 1, 2009. In addition, the Blue Cross Blue Shield Association also granted Triple-S the license for the Blue Cross brand in Puerto Rico and the Blue Cross Blue Shield brands in the U.S. Virgin Islands. As a result of this acquisition, Triple-S acquired the exclusive right to use the Blue Cross and Blue Shield names and marks throughout Puerto Rico and the U.S. Virgin Islands.
PMA acted as counsel to the underwriters in a bond issue by Puerto Rico Sales Tax Financing Corporation in an aggregate initial principal amount of approximately $5.3 billion. Of the $5.3 billion bond issue, approximately $4.1 billion were sold in the US tax-exempt market, while approximately $1.2 billion were sold to investors in the Commonwealth of Puerto Rico. PMA represented Citigroup Global Markets Inc., as representative for the underwriters, in connection with the bonds sold in the US tax-exempt market. PMA also represented UBS Financial Services Incorporated of Puerto Rico, as representative for the underwriters, in connection with the bonds sold to investors in the Commonwealth of Puerto Rico. These transactions, which closed in June 2009, represent the largest municipal bond offering by a Puerto Rico issuer and one of the largest sales tax bond issues in US history.
PMA was invited to collaborate on the revised and updated second edition of Getting the Deal Through – Product Liability, an annual report published by Law Business Research Ltd. to provide comparative international analysis in the area of product liability law for legal practitioners and business people. Néstor M. Méndez Gómez, Heidi L. Rodríguez and María D. Trelles co-authored the section on the jurisdiction of Puerto Rico in its inclusion in this important publication for the first time. For more information, please refer to the chapter on Puerto Rico reproduced with permission from Law Business Research. This article was first published in Getting the Deal Through Product Liability published in March 2009, contributing editors Harvey L. Kaplan and Gregory L. Fowler. For further information please visit www.GettingtheDealThrough.com.
The Puerto Rico Supreme Court appointed Litigation Associate Maritere Colón to a fourth consecutive term as an official grader of the Puerto Rico General Bar Examination and Litigation Associate María D. Trelles Hernández to the Board of the Continuing Legal Education Program.
In the pending arbitration of National Flour v. Santiago, Partner Jorge I. Peirats and Associate Giselle López-Soler obtained a favorable ruling on behalf of a claimant that is a principal to a distribution agreement. Under the parties’ agreement, the law of Alabama, rather than Puerto Rico’s Act 75, applied. Oftentimes, distributors will invoke Act 75, even when the terms of the contract state that the law of another forum will govern, in order to benefit from the statute’s “for cause only” termination or impairment provisions. Respondent claimed that Act 75’s strong public policy and ban on the application of foreign laws ought to have invalidated the choice of law provision. The Arbitrator held that Alabama substantive law controlled.
PMA was proud to be one of the sponsors of the XV Miguel Velázquez Rivera Debate Competition held by the University of Puerto Rico’s School of Law. One of the Firm’s Partners, Heidi Rodríguez, judged the competition’s final round together with Hon. Anabelle Rodríguez, Associate Justice of the Puerto Rico Supreme Court, and Luis Román, Esq., Director of the Legislation and Opinion Division at the Department of Justice (and a former associate of the Firm). After the teams from the different law schools in the Island debated issues of a woman’s right to choose and the local statute suspending living wills during a patient’s pregnancy, the panel of Judges declared the team from the Eugenio María de Hostos Law School as the winner. The Firm congratulates all of the participating teams and the Editorial Board of the 78th Volume of the UPR’s Law Review for a successful endeavor.
PMA represented a hospital in a review petition filed and argued before The Joint Commission on Accreditation of Healthcare Organizations to obtain a reversal of a notice of preliminary denial.
Litigation Partner Jorge I. Peirats and Associate Maritere Colón recently achieved a favorable outcome for one of its clients against which a request for preliminary injunction was filed under Act 75 (dealer's act) and Act 21 (sales representative's act) and in the alternative for a provisional remedy under Rule 56 of the Puerto Rico Rules of Civil Procedure. The Court of First Instance, San Juan Part, dismissed the Act 75 and Act 21 causes of action and denied the request for a provisional remedy. The Opinion and Order was issued after a seven-day evidentiary hearing.
Litigation Partner Néstor Méndez was appointed to serve a three year term on the Board of the Foundation of the Federal Bar Association. The Foundation is a non-profit, Congressionally-chartered organization that is separate, but works closely with the Federal Bar Association. Its mission is to promote and support legal research and education; advance the science of jurisprudence; facilitate the administration of justice; and foster improvements in the practice of federal law. The FBA Foundation also runs the FBA Fellows Program.
At the request of Governor Elect Luis Fortuño, Partner Manuel R. Pietrantoni has joined a group of fourteen prominent Puerto Rico business leaders to recommend solutions to address and tackle the Island’s fiscal and economic challenges. As reported in the Tuesday November 11, 2008 edition of The Puerto Rico Daily Sun, the “work of the . . . [Economic and Fiscal Reconstruction Advisory Council] . . . is intended to guide the Fortuño administration after it takes office [on] January 2, 2009.”
Ticket Center Inc. v. Banco Popular de Puerto Rico, Case Num. 04-cv-20621.
On October 31, 2008, the U.S. District Court for the District of Puerto Rico granted Banco Popular\'s motion for summary judgment and dismissed a $45 million Complaint for Ticket Center’s failure to provide any admissible evidence to prove that Banco Popular engaged in any anti-competitive activity in violation of the Bank Holding Company Act or the Sherman Act.
The Firm congratulates Néstor M. Méndez Gómez, a Life Fellow of the Federal Bar Association Foundation, for his contribution to the Historical Portraits Project undertaken by the U.S. District Court for the District of Puerto Rico. Néstor helped to organize a July 10, 2008 ceremony to unveil three portraits of former judges of the Court, including that of its first Article III Judge, Hiram R. Cancio and was the spokesperson during the induction of Judge Cancio as a Life Fellow at the event.
A team of PMA attorneys led by Jaime Santos, assisted Pratt & Whitney in the establishment in Puerto Rico of Axon Puerto Rico, a new joint venture entity dedicated to the business of providing information and technology services to commercial enterprises, primarily in the aerospace and defense sectors.
PMA acted as counsel to UBS and Popular Securities in a $400 million public underwritten preferred stock offering by Popular, Inc. This transaction which closed in May 2008 represents the largest public offering of equity securities in the Puerto Rico market.
A team of PMA attorneys, led by Ignacio Alvarez, Antonio Santos and Antonio Molina represented Bahía Beach CH Development, LLC in the successful closing in June 2008, of a $119 million financing for the construction of the St. Regis Bahía Beach Resort, Puerto Rico’s first five star hotel. PMA has been assisting this client in the overall development of the 600 acre Bahía Beach Resort since its commencement.
PMA recently represented the purchaser in the acquisition of substantially all the assets of Puerto Rico’s largest coffee enterprise, Yaucono, which closed in June 2008. PMA also acted as the lead counsel to the seller in the sale of Borschow Hospital & Medical Supplies, Inc. to a subsidiary of Cardinal Health, Inc., which closed in August 2008.
The Puerto Rico Court of First Instance, Mayagüez Part, dismissed the dealer’s claim with prejudice after two weeks of trial. Partners Jorge I. Peirats and Oreste R. Ramos were counsel for the successful defendant.