Argentine Legal Opinion Letters (aka Argentina Legal Opinions of Legal or General Counsel)
LIMERES is constantly preparing Argentine Legal Opinion Letters or Argentina Legal Opinions of Legal or General Counsel for foreign individuals and International Businesses from abroad/overseas intending to either do business in Buenos Aires or anywhere in Argentina, or because they want to know that they will be in compliance with most Argentine government agencies and want to avoid at all costs any litigation, as getting sued in the Argentine court system always comes at an extremely high cost.
The most frequent Argentine Legal Opinion Letters or Legal Opinions of Legal or General Counsel are for real estate purposes, land banking; purchase, sale, or lease of agricultural or rural farmland; pharmaceutical related issues; to avoid litigation in the Buenos Aires or Argentine court system; for labor related matters; to avoid international criminal charges or Interpol consequences with shareholders and financial or monetary related matters. These are the most frequent.
Argentine Legal Opinion Letters
Legal opinions are one of the closing conditions for a venture of a United States company intending to do business in Argentina (mainly in Buenos Aires, Mendoza, Cordoba, Santa Fe, Santa Cruz, and Chubut in Patagonia). Investors and shareholders of these corporations will normally ask what a legal opinion is and why it is needed. Below are the most frequently asked questions and answers about most Argentinian legal opinions.
What is an Argentine legal opinion of counsel?
A legal opinion of counsel is a formal letter from an Argentinian counsel to shareholders or clients describing and explaining the counsel’s conclusions about diverse legal matters relevant to the company, its past, present and future operations, and the transaction in general, based on an Argentine attorney’s legal position on a precise body of documents and legal information.
Legal Counsel’s opinions usually include an array of items. For example, the company’s legal existence, the valid issuance of shares to its holders under applicable Argentine company laws, compliance with certain Argentinian laws in connection with a business, enforceability of the transaction agreements and, in most cases, the company’s existing funding and capitalization. Legal opinions of Counsel in Argentina do not give an opinion on every aspect of a company and its business. Instead, they rather focus on a specific set of corporate, financial, legal, and securities items.
Why do some investors ask for legal opinions?
Investors rely on legal opinions. Nevertheless, it is important to point out that a legal opinion never replaces the due diligence the investors and their counseling team should perform.
Are legal opinions given in every deal? Are they the same every time?
No to each question. Not every US venture capital financing requires a legal opinion. In fact, major non-US venture capital jurisdictions do not even need one. Moreover, the investors and the company the content of the legal opinion. In addition, they may differ depending on the transactions. Usually, the contents of the opinion must take into account the particulars of the company, the transaction, and sometimes the investor.
Are legal opinions worth it? There are a few basic principles necessary to perform a cost-benefit analysis based on a particular deal.
Generally speaking, the smaller the amount being raised in financing, the less likely that an opinion is appropriate. Mainly, because a company would rather use funds to grow the business instead of paying for legal opinions.
The time for drafting, diligence, and (in some cases) negotiation involved in a legal opinion may delay the closing of a deal. This applies to deals with a very tight timeline.
The opinion process is an excellent resource to uncover corporate deficiencies. In addition, this can help in the process of future financings. Furthermore, if a legal opinion is necessary for the future, the work rendered by the same law firm is used as the company’s background.
Contact us to get a quote or for a consultation with an Argentine lawyer: https://Wa.me/19257918555 and/or https://wa.me/5491141620021
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