Our Firm adds new Partner and Practice Area


Marcos Moreno Hueyo joins Tavarone, Rovelli, Salim & Miani as Partner, bringing his expertise in the Mining Industry to an already established and leading Natural Resources, Energy and Infrastructure practice comprising ten lawyers fully dedicated to this area to which Marcos will join.

This step is another milestone in the Firm’s long-term growth strategy. A strategy that focuses on building up practices which add value to clients by providing dedicated advice to businesses and industries requiring intensive and timely legal support with the highest quality standards.

Marcelo Tavarone, the Firm’s Managing Partner states: “We see a strong opportunity for growth in the Mining Industry, an area where Argentina’s natural resources availability are unparalleled and where there is a policy consensus that such resources need to be fully developed.”

Nicolas Eliaschev, a partner with a focus on Energy and Infrastructure, further affirms: “At the Firm we see a natural synergy between our already burgeoning Energy Practice and the addition of a Mining Industry expertise. The Mining Industry is both an Energy large consumer as well as a provider of key raw materials to support the Energy transition. From this standpoint, adding Marcos to our partner roster is a logical step.”

Furthermore, synergies between the Firm’s leading banking and corporate teams and the new Mining Practice will also be relevant to the Firm’s growth and full-service capabilities.

Marcos Moreno Hueyo graduated as lawyer from the Universidad de Buenos Aires (2004). He earned his LLM in Comparative Law from Northwestern University School of Law (Chicago, 2008) and, additionally, he achieved a Postgraduate Degree in Mining Law from the Universidad Finis Terrae, graduating with the highest distinction of his class (Santiago de Chile, 2015).

He focuses his practice on the Mining Industry. Prior to joining the firm, Marcos worked for several years in the Mining Industry Practice of other renowned Law Firms, both in Argentina and in Chile, advising international mining companies. During his years in Chile, he was also General Counsel of the mining company Orosur Mining Inc.

He specializes in advising senior and junior mining players, mainly in complex transactions, as well as corporate governance matters related to TSX listed mining companies.

Marcos has been recognized as leading Mining Law professional by Chambers Latin America, The Legal 500 and Who's Who Legal.

Tavarone, Rovelli, Salim & Miani is proud to have Marcos among its members, as his joining strengthens the Firm and bolsters its long-term growth strategy.


More benefits for our team: New maternity & paternity policy

We officially launched our new maternity and paternity policy aimed to grant more benefits to the members of the Firm during their first years of parenthood. This new policy looks to support those parents that work at the Firm in their professional careers and accompany them to boost their possibilities to the top.

The new benefits' policy is based in three main phases:

  • Immediately after the birth or adoption of a child: An additional month to the mothers´ -or primary caretaker- paid leave, aside from the three months granted by law and without detriment of the leave of absence option. Two weeks paid leave to the partner of the primary caretaker.
  • Soft landing during the child´s first two years: An ad hoc system to grant work flexibility combining remote work and office time, and a flexible schedule to take care of unexpected daily family situations.
  • From the 2nd year until the end of elementary school: Wide schedule flexibility to attend children's needs (education, health, etc) and contingencies.
  • Pumping room: The incorporation of an exclusive space within TRSyM offices with the adequate hygiene and comfort conditions to promote breastfeeding.

Marcelo R. Tavarone, Managing Partner, said regarding this new measure that "we are very happy to present this new policy that will support our team during their parenthood, aimed to boost their possibilities while promoting the relationship with their children, parenting, and preserving their personal wellbeing."

Juan Pablo Bove, member of the Firm's Administration Committee, stated that "the policy is focused in diversity, as it erases traditional 'mom' and 'dad' roles and is orientated to the primary caretaker of a child and to those who accompany them, without focusing in specific genre matters that aren't part of TRSyM's vision."

 

Read here the complete document with the terms of this policy.


The Superintendence of Corporations Continues to Tighten Controls on Simplified Companies

Following the trend adopted by the Superintendence of Corporations (“Superintendence”) this year regarding Simplified Companies (“SAS”), on May 6, General Resolution 22/2020 (“RG IGJ 22/2020”) was published in the Official Gazette, which tightens the level of supervision for this type of company.

The RG IGJ 22/2020 provides mechanisms for obtaining information and measures to determine the business development of the SAS, registered both in the public registry of the City of Buenos Aires ("CABA") and other local jurisdictions, in relation to the ownership by this type of companies of property rights over real estate located in the CABA. The intention of the regulator would be to be able to determine if said ownership is alien to the corporate purpose. For this, the resolution provides for collaboration between the Superintendence and the Registry of Real State of the City of Buenos Aires, to obtain information on the existence of transactions regarding real estate rights in which the acquirers, creditors or assignees, fully or acting as trustees, are SAS.

If, based on such information, the regulator determines that those properties are not related to the development or financing of an organized economic activity of production of goods and services conducted by the SAS, the Superintendence will promote -or entrust the Public Ministry Prosecutor- the corresponding legal actions to declare the disregard of the legal entity. In turn, the Superintendence will be empowered to adopt additional measures if it deems it necessary.

In the same sense, note that on May 4, the Superintendence published General Resolution 20/2020, through which it modified article 38 of General Resolution 6/2017, establishing that for the registration of the appointment of administrators, those who are domiciled abroad must file the powers-of-attorney granted to their representatives, which may only be granted in favor of the directors of the  residing in the Argentine Republic.

We also refer to our other Newsletters (see General Resolution IGJ 9/2020 and General Resolution IGJ 17/2020) in relation to the latest regulations applicable to SAS.

For further information, do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, Pablo Tarantino, Agustín Griffi, or corporateteam@trsym.com.

In the following link, you can access the Firm’s statement on COVID-19.

For information concerning COVID-19 legal implications, please refer here.


The Superintendence of Corporations Tightens Requirements for Simplified Companies

On April 23, 2020, the Superintendence of Corporations (“Superintendence”) published General Resolution No. 17/2020 (“RG IGJ 17/2020”) in the Official Gazette, by which Section 2 of the General Resolution IGJ No. 8/2017 on Simplified Companies ("SAS") was repealed.

The repealed rule expressly provided for the possibility of incorporating the SAS through an “electronic document with electronic or digital signature of its grantors, where only the last of the partners to be signing should execute the document with a digital signature in order to finalize the document with all the properties and assurances provided by said digital signature.” Regarding the differences between electronic and digital signature, we refer to the Newsletter published on March 23, 2020.

On the contrary, RG IGJ 17/2020, construing that RG IGJ 8/2017 contradicted both the provisions of Law No. 27,439 and the National Civil and Commercial Code, established that all partners must digitally sign the incorporation of the SAS. Also, for SAS already registered -without any digital signature of all its members-, provided a maximum period of 90 days  to comply with said requirement, under notice of proceeding in accordance with what current regulations enable.

In order to carry out said regularization, all partners must digitally execute a private instrument together with the legal representative of the SAS -whose signatures must be certified- in which those who have electronically signed the instrument establishing the company together with whoever has done it digitally: (i) expressly and reciprocally acknowledge their status as partners and their shareholding in the company, along with the individualization of the shares corresponding to each one of them; and (ii) ratify the provisions of the incorporation instrument and, when appropriate, those of any subsequent social agreement (in both cases with retroactive effect to the date thereof). Additionally, a one (1) day notice must be published in the Official Gazette, expressing the identification of its grantors and their shareholdings.

Finally, it should be noted that the Superintendence will not register any act without the prior or simultaneous registration of the required rectification.

Despite RG IGJ 17/2020 regulation, also on April 23, 2020, Provision 86/2020 was issued by the National Directorate of National Registers of Automotive Property and Pledge Credits, which extended the term of suspension for granting digital signatures until May 31 of the current year.

For further information please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, Pablo Tarantino, Agustín Griffi, or corporate@trsym.com.

In the following link, you can access The Firm’s statement on COVID-19.

For information concerning COVID-19 legal implications, please refer here.


Legal issues related to the execution of documents and social distancing

It is public knowledge that the preventive and mandatory social distancing established by Presidential Decree No. 297/2020 due to the COVID-19 (Coronavirus) pandemic limits the mobility of people in Argentina and affects operative issues related to the execution of documents, including contracts.

With technology as a key ally and due to the inability to execute documents or contracts on site, it is worth mentioning that digital signatures have been regulated in Argentina by section 288 of the Argentine Civil and Commercial Code, the Digital Signature Law No. 25,506 (the “Digital Signature Law”), as regulated by Decree No. 182/2019.

The Digital Signature Law provides for two different signatures: (i) digital signatures (section 2 of the Digital Signature Law) and (ii) electronic signatures (section 5 of the Digital Signature Law).

A digital signature is the result of applying mathematic procedures to a digital document with information known to the signatory only, information which will later be verified by a third party (certifying licensee) licensed to verify digital signatures.

The requirements for a digital signature to be valid are set forth in section 9 of the Digital Signature Law. In order to use an Argentine digital signature, the signatory must be previously registered with a certifying licensee (by means of a personal interview that requires a scheduled appointment). In turn, the certifying licensee must be previously authorized by the Argentine Government.

An electronic signature is any electronic data associated to other electronic data produced by a signatory in order to identify itself that does not meet all the requirements of a digital signature.

Electronic documents signed with a digital signature are presumed to have been signed by the signatory. The enforceability of electronic documents signed with electronic signatures is weaker, as the enforcing party will be required to prove the authorship of the signature.

Although both tools are extremely useful to continue with business activity during the pandemic, if a party denies the authorship of an electronic signature, the enforcing party will be required to prove the validity of that signature.

Those digital tools are additional alternatives to execute documents.

Should you need further advice on the requirements to execute documents remotely using alternative methods, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, Pablo Tarantino, or Agustín Griffi, or also corporate@trsym.com.


CORONAVIRUS (COVID-19) OUTBREAK: economic and legal impact

The Coronavirus outbreak (COVID-19) is affecting the economy and the due fulfillment of existing obligations.

In order to anticipate the legal consequences that may arise from said event, our Firm suggests implementing the following actions:

  • Analysis of regulation and public policy on this matter and its effects on business and obligations. Design of legal remedies and potential claims.
  • Identification of essential clauses on contracts, termination and force majeure and unforeseen events provisions. Assessment of the consequences arising from the breach of contract and potential defenses and legal actions.
  • Restructuring of assets and liabilities, temporary suspension of activities and business continuity.

For further information, please contact Mariano Rovelli, Eugenia Pracchia, Marcelo Tavarone, Juan Pablo Bove, Nicolás Eliaschev and Gastón Miani.


Coronavirus - Important notice

Considering the outbreak of the Coronavirus pandemic, we would like to reinforce our commitment to the provision of our legal services while also prioritizing the safety, health and well-being of our staff and clients.

The Firm has adopted al necessary steps, including, without limitation, cancellation of in-person meetings, trips and events, personnel rotation and home-office options.

At the same time, our technological resources ensure permanent availability of all of the members of our Firm and this enables us to continue providing our clients with the legal service of the highest quality that they deserve, supporting them, as well, in the new challenges the existing situation has created.

We are following-up on all developments and we hope these hard times are overcome as soon as possible.


Pablo Tarantino and Agustín Griffi join Tavarone, Rovelli, Salim & Miani as partners of the Mergers and Acquisitions and General Corporate Department

Pablo Tarantino and Agustín Griffi have joined Tavarone, Rovelli, Salim & Miani as partners. In this way, the Firm continues with the expansion and growth of its Mergers and Acquisitions and General Corporate Practice with a team of more than 20 lawyers working full-time in this practice group. The Firm reaffirms its commitment to expansion and once again invests in what has been its main distinctive feature: a young and talented team of lawyers led by partners highly committed to both clients and their team.

Pablo Tarantino is a lawyer specialized in corporate law, area in which he has 15 years of experience. He graduated from the School of Law of the University of Buenos Aires (2004). He began his career at Remaggi, Pico, Jessen & Associates in 2004. He has assisted clients in general corporate law, mergers and acquisitions, as well as in the design of corporate structures for the consummation of domestic and international business. In 2007 he joined Grupo Werthein as Senior Legal Counsel.

Agustín Griffi is a lawyer specialized in corporate law, area in which he has almost 15 years of experience. He graduated from Torcuato Di Tella University School of Law (2005) and obtained an LL.M. degree in corporate and financial law from Fordham University in New York (magna cum laude, 2012). During his career, Agustín distinguished himself in well-known law firms, having worked for 10 years at Bruchou, Fernández Madero & Lombardi. In 2008, he worked as a foreign lawyer at Barbosa, Müssnich & Aragão (Rio de Janeiro) and in 2012 as an international visiting attorney at Dechert LLP (New York). He has assisted clients in general corporate law, mergers and acquisitions, as well as in the design of corporate structures for the conduct of business in Argentina and abroad. In the last 6 years he served as Senior Legal Counsel of Grupo Werthein.

Both lawyers join the Firm after leading the in-house legal team of Grupo Werthein, the Argentine private family holding that totally or partially owns, among others, the following Companies: Experta Seguros (P&C, workers’ compensation and retirement insurance), La Estrella Seguros de Retiro, Gregorio, Numo y Noel Werthein (agribusiness company), Cachamai (food, mass consumption), Transportadora de Gas del Sur S.A., Bodega Riglos-Huarpe (vineyards) and Fideicomiso Buenos Aires Landmark (the successful bidder of the "Tiro Federal" auction designed for its real estate development). Pablo and Agustín will continue advising Grupo Werthein and its subsidiaries in all aspects of corporate law.

In joining Tavarone, Rovelli, Salim & Miani, together with partners Juan Pablo Bove, Federico Otero and Julian Razumny, Pablo and Agustin will contribute to the development and expansion of the M&A and Corporate Practice, an area in which the Firm has experienced remarkable growth, increasing its share in mergers and acquisitions deals, as well as further expanding the client base to which the Firm renders corporate legal advice.

Tavarone, Rovelli, Salim & Miani is proud to have Pablo and Agustin among its members, as they will strengthen the Firm and contribute to keep it as one of the most active in our legal market.


Simplification of requirements for foreign companies

On April 3rd, 2019, the National Securities Commission (the "CNV") issued General Resolution Nº 789/2019. It amended prior CNV rules in order to facilitate the registration processes with this authority.

In such respect, CNV established that:

  • the attendance of an attorney in fact duly authorized will suffice for a foreign company to participate in a shareholder meeting. In this regard, an attorney in fact shall be considered duly authorized as follows:
    • the legal representative appointed for the Argentine Republic;
    • any person with a power granted by the legal representative in the Argentine Republic or by a person authorized in accordance with the rules of the country of origin under the terms of Section 239 of the Law Nº 19,550; and
    • any person with a power granted abroad by an authorized person in accordance with the legal requirements of the country of origin and with applicable rules for foreign documents in Argentina.
  • Furthermore, companies whose register of entry shares were issued in accordance with Section 208 of the General Corporations Law, may replace the Stock Registry Book and the Book of Assembly Attendance traditional paper format by a new computerized system by applying for an authorization before the CNV. The original documents must be kept in paper format at the registered office.

Any further information, please do not hesitate to contact Juan Pablo Bove, Federico Otero, Julián Razumny, or corporate@trsym.com.


Eugenia Pracchia joins TRS&M as partner of the Litigation, Arbitration, Insolvency & Compliance Team Eugenia Pracchia

Tavarone, Rovelli, Salim & Miani expands its Litigation, Arbitration, Insolvency & Compliance Team through the addition of Eugenia Pracchia as a partner.

Eugenia is an 11-year experienced lawyer with a J.D. degree from the School of Law of the University of Buenos Aires. She holds a post-graduate degree in Economic & Business Law from the Catholic University of Argentina and an LL.M. from the Pompeu Fabra University of Barcelona. She is also an Ethics & Compliance Professional, certified by the Argentine Association of Ethics & Compliance (an IFCA member).

Prior to joining Tavarone, Rovelli, Salim & Miani, Eugenia worked both in the private and public sectors. While serving in renowned Argentine firms, Eugenia represented before Court first-tier companies in commercial litigation and administrative proceedings and also advised in regulatory aspects of financial, FX, capital markets and AML matters. While in the public sector, she acted as counsel to the Central Bank of Argentina’s Board of Directors, enhancing her knowledge of the financial market, banking supervision and regulation, retail payment systems and financial innovation. She has also received several academic distinctions and served as professor in business and banking law academic programs.

In joining Tavarone, Rovelli, Salim & Miani, Eugenia will contribute to the development and expansion of the Firm due to the continuous need for legal services related to domestic and international compliance and its controversies.

Tavarone, Rovelli, Salim & Miani is proud to have Eugenia among its members, who will strengthen the Firm and will contribute to maintain it as one of the most active in our legal market.