Corporate Structuring & M&A

The firm selects and incorporates the appropriate Dominican vehicle for each transaction. For single-investor acquisition vehicles with a Delaware or Cayman parent, the SRL is typically the right answer. Transactions requiring formal board governance, multiple equity classes, or regulatory compliance are structured through an SA. Growth equity and venture deployments may use the SAS for its governance flexibility. Foreign contractors operating on a project basis register through a branch. Each formation includes drafting of bylaws, shareholder agreements, board resolutions, and signatory matrices under Law 479-08. Chamber of Commerce registration, RNC tax identification, and anti-money laundering onboarding under Law 155-17 are handled from day one.

The firm structures share purchases and asset purchases for cross-border M&A transactions. This includes drafting and negotiation of letters of intent, definitive purchase agreements, representations and warranties, indemnification provisions, and conditions precedent. For mergers, the firm handles publication of the merger project, preparation of board reports, and coordination of extraordinary general assembly approvals. Carve-out structuring is available for foreign industrial groups divesting Dominican operations. Where regulatory approvals are required, the firm coordinates directly with the Superintendencia de Bancos (banking), INDOTEL (telecommunications), the Comisión Nacional de Energía (energy), and the CNZFE (free zones). Post-closing integration support includes license transfers, bank signatory updates, and DGII notifications.

The firm structures joint ventures between Dominican sponsors and foreign institutional investors. Typical mandates include co-investment agreements, governance frameworks, capital call mechanisms, distribution waterfalls, and deadlock resolution provisions. Tag-along, drag-along, and pre-emptive rights are drafted in accordance with Dominican corporate law. Non-compete and non-solicitation covenants are structured to be enforceable under Dominican contract law. Dispute resolution clauses reference ICC, ICSID, or LCIA arbitration as appropriate. Exit planning begins at formation, preserving the ability to execute a strategic sale, recapitalization, or parent-level listing without restructuring the Dominican vehicle.