De Sola Pate & Brown´s principle practice areas include the following: Antitrust and Consumer Protection; Art and Entertainment; Aviation; Banking and Project Finance; Commercial and Contract Negotiations, Distribution and Representation; Corporate; Criminal (White Collar); E-Commerce; Education; Employment and Social Support Norms; Environmental; Family; Foreign Investment, Governmental Relations; Exchange Controls; Franchising; Intellectual Property; Insurance; Licensing; Litigation and Alternative Dispute Resolution; Medical and Sanitary; Personal Injury; Petroleum and Gas; Real Estate; Securities; Sports; Taxation; Telecommunications; Tourism; and Trade and Integration
CORPORATE AND BUSINESS LAW
De Sola Pate & Brown deals with all aspects of corporate law, including the incorporation and structuring of all types of companies, partnerships and nonprofit organizations, as well as project finance, mergers and acquisitions, bankruptcy proceedings and related matters. In addition to the normal range of corporate legal services for maintaining companies in good standing under Venezuelan law, the firm also provides certain managerial and commercial consulting services, particularly in the area of strategic planning for foreign companies with activities in Venezuela and for Venezuelan companies with operations abroad. This advice has become particularly relevant in recent years due to changing regulations related to exchange controls and the foreign investment climate. The Firm is also experienced in aiding clients with setting up and maintaining diverse offshore corporate structures.
De Sola, Patricia
J. Pate, Grecia
The Firm has been involved in numerous commercial and private aircraft financing and leasing transactions, as well as in a variety of regulatory matters. While primarily representing international financial institutions, lessors and operators, the firm has also assisted domestic airlines. De Sola Pate & Brown enjoys an international reputation in this area and is the Venezuelan member of the L2B Aviation Group, an international network of law firms specialized in the aviation field. One of our partners contributes the chapters on Venezuela in leading worldwide legal services on these subjects (Aircraft Finance: Registration, Security and Enforcement and Aircraft Liens and Detention Rights, published by Thomson, Sweet & Maxwell).
FOREIGN INVESTMENT; EXCHANGE CONTROLS
De Sola Pate & Brown has long had a special expertise in the area of foreign investment and technology licensing legislation as one of the partners was a recognized authority on these norms, stemming from the Andean common market, prior to their promulgation in Venezuela. Further, the Firm has continuously been associated with the efforts to liberalize Venezuela’s foreign investment and licensing regulations, and one of the partners was the author of a booklet distributed during various years by the Superintendency of Foreign Investment to potential foreign investors describing the normative framework in Venezuela. Accordingly, both for these reasons, as well as the Firm’s substantial experience in the commercial, corporate, financial, employment, intellectual property, trade and other areas, the Firm has considerable experience in all phases of foreign investment and technology licensing matters, including with respect to advising clients as to planning, designing and implementing strategic alternatives for undertaking business ventures in Venezuela. Moreover, due to the direct relationship between foreign investment, as well as other financial and trade transactions, and the regime of exchange controls, the Firm has accumulated significant experience in dealing with a variety of matters related to these norms, currently in effect since 2003. Also, the Firm makes a special effort to remain up to date on Venezuela’s regional and international trade, and other foreign policy initiatives that tend to impact on the interests of foreign investors and licensors.
PETROLEUM AND GAS
From the mid-1990’s when the government began to reopen the petroleum and gas sectors to private foreign and domestic investment, De Sola Pate & Brown has counseled clients in the exploration, production, supply and service areas related to the petroleum industry. At present most of the Firm’s petroleum-sector clients are engaged in a variety of services ranging from the leasing and operation of oil rigs, to construction, environmental controls, and management services. The Firm both assists our clients with contract negotiation and preparation, operational matters, including financial, and with the interpretation and application of the various regulations affecting this industry.
In the area of taxation De Sola Pate & Brown primarily specializes in national and international tax planning. Since the mid-1990's, and especially in the last few years, Venezuela's income and other tax systems have become increasingly complex, with a considerably enhanced emphasis on compliance and enforcement. Indeed, together withjaja the application of the growing myriad of labor laws, the tax area has become one of the most problematic for companies doing business in Venezuela. This same tendency has meant an increased necessity to undertake the defense of tax claims at all levels. Aside from our own tax counseling, the Firm also works closely with the major accounting firms to assure that our clients receive the best and most complete service in this area. Further, the Firm is also active in the areas of offshore corporate and trust matters, again working with the leading international firms and entities engaged in this activity.
BANKING AND PROJECT FINANCE
De Sola Pate & Brown´s banking law practice has evolved over the years in conjunction with the changes in the financial sector. Representing foreign banks in Venezuela, for example, in the 1970s and early 1980s we assisted our clients to establish representative offices and to negotiate and document credit operations. Then in the mid-1980s we assisted our clients with debt restructurings and workouts, as well as with debt collection litigation, including several highly visible cases. More recently, we have assisted a couple of the active international banks to establish a presence for merchant banking and other types of financial activities. The Firm represented as Venezuelan counsel one major international bank that was acting as syndicate leader on a sizable, innovative export-based and debt/equity swap transactions in the steel and petrochemical sectors, respectively. Our Firm has also advised several of the major public international financial institutions regarding operations in Venezuela, including related transactions in the telecommunications sector of over US$1 billion and a number of building projects across the Orinoco River.
COMMERCIAL AND CONTRACT NEGOTIATIONS, DISTRIBUTION AND REPRESENTATION
Members of the Firm have developed a particular expertise in the preparation and negotiation of complex commercial relationships and contractual documentation, in some cases working with major international firms and in others independently. These types of transactions, and the related documentation, have been in all of the major commercial areas of relevance to Venezuela, including project finance, mergers and acquisitions, franchising, technical assistance and management projects, petroleum services, telecommunications, aircraft and capital equipment leases, and others. While most of these transactions have involved major private parties, a number have also involved government ministries, the official financial entities, and the state companies. Additionally, De Sola Pate & Brown has frequently assisted clients with commercial distribution and representation contracts.
TRADE AND INTEGRATION
De Sola Pate & Brown has experience in most legal aspects of international trade transactions, including contract preparation, customs matters, export regulations and incentives, shipping and insurance practices, among others. In addition, the firm follows developments in the several Latin American economic integration movements of interest to Venezuela, particularly the Andean Community of Nations (which Venezuela recently renounced, but which continues to have an impact on Venezuelan trade and legislation in a number of areas) and now MERCOSUR, which Venezuela has recently joined (and will be negotiating the terms of its adherence over the next several years).
The Firm is experienced in the legal aspects of public issues of securities and Venezuela’s fledgling capital market, generally. Members of De Sola Pate & Brown have represented Venezuelan companies during the issuance of ADR´s abroad and for the emission of bonds and other debt instruments. The Firm also has experience in strategizing tender offers on behalf of its clients. One of our partners was an alternate board of directors member of the National Securities Commission.
De Sola Pate & Brown works in diverse areas of the insurance industry, including to counsel clients with respect to contracting domestic insurance and international reinsurance coverage, resolving insurance claims, and in relation to the negotiation and collection of insurance company guarantees, which are often required in relation to major projects.
De Sola Pate & Brown works in all legal areas related to real estate, including the leasing and sale of properties, and real estate development projects. The Firm has also worked on such innovative schemes as tourism time-share projects. Recently the Firm has represented a number of diplomatic missions, including the US Government, in the sale and purchase of properties in Venezuela.
De Sola Pate & Brown is recognized as one of Venezuela’s leading intellectual property law firms. About half of our attorneys concentrate the majority of their time in the intellectual property field, including licensing matters, and, likewise, the litigation department has accumulated considerable experience in the defense of intellectual property rights. Consequently, the Firm's intellectual property department is active in all areas of patent, trademark and copyright protection, as well as working on all related aspects. In this connection, the firm has successfully defended the interests of its clients in various landmark cases, such as by applying the concepts of unfair trade practices to package dress infringement, expanding the concept of "better right," and in related evidentiary matters. The Firm successfully handled the first Venezuelan WIPO arbitration to defend against the infringement of Venezuelan Internet domain name. The firm has also pioneered the information of such innovative concepts as co-ownership and co-licensing of intellectual properties. Our partners have been active in the leading international and national intellectual property professional associations, and frequently write on the subject of Venezuelan intellectual property.
Del Rosario Quintero
LITIGATION AND DISPUTE RESOLUTION
By virtue of De Sola Pate & Brown expertise in commercial law, foreign investment, intellectual property, trade and others, as well as in the negotiation and crafting of international agreements, the Firm is quite active in the area of technology and technical assistance licensing. Not only is the Firm knowledgeable about the pertinent norms that must be applied in order to achieve the registration of license contracts, which in turn is a prerequisite to possible access to foreign exchange under the exchange control regime, the Firm is also able to counsel clients as to commercial, confidentiality, termination and other aspects of license agreements.
De Sola Pate & Brown has considerable expertise in the area of franchising having counseled and represented a number of the major international franchise organizations, as well as a number of start-up Venezuelan franchise entities, including both within the country and abroad. One of our partners is listed in Who’s Who Legal: Franchise, as one of the leading franchise authorities in Venezuela.
Certain members of De Sola Pate & Brown have a particular interest in e-commerce matters and have provided services to clients ranging from advising them on structuring e-commerce activities to protecting their intellectual property rights from international infringement. Moreover members of the firm have developed experience on matters related to e-contracts, unfair trade practices over the internet and Intellectual Property matters related to domain name registration. Members of the firm recently were involved in an important arbitration before the WIPO Mediation and Arbitration Center defending a well known domain name.
ART AND ENTERTAINMENT
De Sola Pate & Brown has been able to offer its clients in the fields of fine arts and entertainment a variety of legal services, including in the areas of employment law, the negotiation and preparation of contracts, and intellectual property matters, among others. Given the Firm’s strong intellectual property practice, members of the Firm have developed particular expertise in the protection of ideas, images and artistic creation, in general, including art and entertainment over the Internet. The Firm has assisted artists in the protection of their creations, and galleries and museums on matters related to the art world. Additionally we have assisted clients on a number of estate planning and art collection matters.
The Firm has an extensive litigation practice and historically De Sola Pate & Brown is one of the firms with a largely international clientele that has been most active in litigation. The Firm conducts litigation at all levels of Venezuelan judicial tribunals and administrative fora. The Firm has often been on the leading edge of the law establishing new jurisprudence in defense of the rights of our clients. In recent years the litigation department has been particularly involved in intellectual property and employment law litigation successfully defending clients before the Venezuelan Supreme Court on a number of occasions. The Firm has also become increasingly active in the areas of mediation and arbitration, both within Venezuela and abroad. One of our partners is on the board of directors of one of the leading arbitration centers in Caracas.
| EMPLOYMENT AND SOCIAL SUPPORT NORMS
The laws on labor relations, and industrial and social security related matters are among the more complex and burdensome for companies in Venezuela today, requiring the Firm to work extensively in this area on behalf of our clients. De Sola Pate & Brown is particularly experienced in handling employment contracts for both foreign and domestic executives, for foreign technical personnel, and for professional athletes, especially those involved with Major League Baseball clubs of the U.S.; in dealing with labor union matters; in obtaining work visas for foreign personnel; and in handling termination matters with both foreign and domestic employees. The Firm is quite active in the areas of administrative proceedings and litigation, at all levels, in the labor law area. Moreover, the Firm counsels its clients with respect to the application of various industrial and social security norms, some of which are having a significant impact on a range of companies, with civil and criminal implications, access to state business and benefits, and others. Additionally, and given the Firm´s strong Intellectual Property Department, De Sola Pate & Brown has assisted clients in relatively unexplored areas of Venezuelan law where commercial law, trademark and copyright matters collide with labor law principles. Such are the cases of dealing with inventions in the workplace, improvements on inventions, and other related matters.
In the area of professional sports, the Firm has considerable experience in the area of baseball, having regularly advised Major League Baseball of the U.S., as well as a number of the U.S. major league teams, with respect to matters of recruitment and contracting of players, and the management of farm teams or clubs in Venezuela. De Sola Pate & Brown has also advised several Venezuelan major league teams and farm club organizations. Further, the Firm is now advising professional golf, having become the principal counsel to the PGA de las Americas, which manages the Tour de las Americas.
While not a principal focus of De Sola Pate & Brown´s activities, still the Firm has been involved in a number of personal injury cases, involving in particular industrial and aviation accidents, and cases of medical malpractice, especially with regard to the latter cases involving aesthetic surgery.
De Sola Pate & Brown has developed one of the most highly regarded Administrative Litigation Departments in the country, particularly related to the defense of intellectual property rights. Additionally the firm lends its services in respect to resolving matters that involve a number of the governmental state agencies. The firm also lends advice concerning antitrust and consumer protection laws, aids in processing permits and authorizations for all types of pharmaceutical and food products, lends advice on dealing with the state agencies that regulate the various telecommunications services, aids its clients in obtaining permits and authorizations in the field of medical services and lends advice on a number of matters related to the educational institutions, among other matters.
Del Rosario Quintero
PERSONAL AND FAMILY SERVICES
| ANTITRUST AND CONSUMER PROTECTION Antitrust
. In 1992 Venezuela promulgated its first antitrust regulations. Based primarily on those of the European Union and, to a lesser extent, on those of the U.S., the regulations are being administered with a moderate degree of severity. During the years these norms were under discussion members of the firm collaborated with some of the groups formed to draft and provide recommendations in this area. Despite the absence of specific antitrust legislation in the past, Venezuela also had related jurisprudence in the price-control and consumer protection areas, as well as with respect to unfair trade practices. The firm has long been active in these latter areas and in particular has had some singular successes in the courts in winning cases involving newly delineated areas of unfair trade practices. Consumer Protection
. Venezuela has complex consumer protection regulations containing generally strict standards of product warranty and liability for manufacturers and the providers of services, as well as new currency and pricing restrictions. The Firm is active in advising our clients as to best practices in this area, in addition to defending against alleged violations.
De Sola Pate & Brown has considerable experience in the telecommunications field ranging from the presentation and processing of applications and registrations before the National Telecommunications Commission (CONATEL); the assignment, modification and settlement of disputes regarding concessions; and general business counseling in this area, which in recent years has been, along with the petroleum sector, one of the more dynamic sectors for investment in Venezuela. In this respect the firm has experience in several of the areas related to this field, including cable, rural telephony and Internet connectivity. In this regard, the Firm has represented a major Canadian telecommunications equipment manufacturer that is the principal supplier to a Canadian-Mexican telecom company and is presently engaged in the negotiation of a VoIP relationship between Venezuelan and U.S. parties. One of our attorneys previously worked at CONATEL and has a post-graduate degree in the regulation of telecommunications services.
MEDICAL AND SANITARY
In the medical and sanitary permits areas De Sola Pate & Brown regularly assists clients in obtaining and maintaining health permits for pharmaceutical, agrochemical, industrial chemical, and beauty and personal care products, as well as for medical devices and apparatuses, and for food products of all kinds, both for human and animal consumption. The Firm also counsels our clients with respect to the substantial body of regulations affecting these types of products.
De Sola Pate & Brown has been active in recent years in the tourism, hotel and casinos sectors. In most cases the firm has been involved at all stages of these projects, including the structuring of the investor group, financing, local permits, and so forth. Likewise, the Firm has worked with international tourism organizations bringing largely Canadian and European tourists to Venezuela through regular charter packages, and in the areas of sports (especially fishing) and adventure tourism.
Over the years De Sola Pate & Brown has served as counsel to all three of the English-speaking international schools in Caracas, and it handled the opening of a new English-speaking international school in the new petroleum area in the eastern region of the country. Additionally, the Firm has advised other private academic institutions on the increasingly complex norms in the education area.
Venezuela has been one of the leading countries in Latin America to have adopted strict environmental standards and controls in the last decade, in certain instances implying criminal penalties for company administrators. Accordingly, certain members of De Sola Pate & Brown focus on this area providing counsel to clients who are exposed to the impact of these norms.
Many of the firm's clients undertake commercial transactions with a variety of state entities, as well as with the multiple branches of the central government. In this area naturally a number of skills are required, including access to government and bureaucratic leaders at the highest levels, an ability to negotiate acceptable contractual conditions in a monophony context, preferably nonlitigious dispute resolution and various others. Because of the rather unique contacts and skills of certain members of the firm, we have generally been successful on behalf of our clients in this often difficult area, particularly in the petroleum, petrochemical and steal industries.
Over the years De Sola Pate & Brown has handled a number of family-law matters. These have included certain high-profile international divorce and child-custody cases involving, usually, mixed Venezuelan-foreign marriages. Likewise, the Firm has been involved in a number of high net worth estate matters, both with respect to estate planning and in resolving disputes among different claimants.
| CRIMINAL (WHITE COLLAR)
In the criminal law area De Sola Pate & Brown limits its practice to advising clients on the new potential criminal sanctions and implications related to a number of traditional legal areas, including corporate, intellectual property, financial, tax and environmental. Likewise, the Firm advises clients with respect to the increased controls in the principal trading and capital-exporting countries post 9/11. Additionally, our Firm maintains a close relationship with some of Venezuela’s leading criminal law specialists and is able to liaise between them and clients requiring their services.