Leonel Zanotto joins our Firm as Partner of the Tax Department
We are pleased to announce the hiring of Leonel Zanotto, as Partner of our Firm.
Leonel joins as a Partner to continue developing the Firm's Tax practice together with Gaston Miani, specifically with a tax consulting advisory focus.
Leonel is an expert in tax issues both nationally and internationally, having spent most of his career in a market-leading international consulting firm based in Buenos Aires, leading the tax team. He is a Public Accountant and has a degree in Business Administration, graduated with honors from the Universidad Argentina de la Empresa (UADE), and a postgraduate degree in taxation from the University of Buenos Aires (UBA). He is a member of the Argentine Association of Fiscal Studies and the International Fiscal Association.
Throughout his career he has advised companies in various areas such as fintech, retail, services, among others. He has also participated in M&A transactions, analyzing the tax issues in due diligence processes, identifying risks and possible opportunities for improvement, as well as evaluating the implementation of tax-free reorganizations. In addition, he has actively participated in tax audits processes at both the national and provincial levels, leading work teams for adequate compliance with tax requirements, identifying potential controversies to arise in court.
He is a professor of subjects related to the tax area at UADE, both in undergraduate and post-graduate degrees. He also collaborates as an active member in the tax commissions of various business chambers. He has been an invited speaker at numerous conferences and in different courses at universities in different regions of the country.
“I am proud to be able to join the TRS&M team, contributing with my expertise to the growth of the Firm. The current tax context in Argentina and in the world leads us to be very attentive to changes as well as identify opportunities for improvement that optimize the tax burden by making a reasoned evaluation of the impact on the business. That is the challenge and the reason why we will be close to our clients,” Leonel said.
“With the addition of Leonel, TRS&M prioritizes a comprehensive approach to the tax perspective and focused on the business, not only seen from the legal perspective but also from the economic one, supplementing the view of the tax managers of the companies that choose us,” said Marcelo Tavarone, managing partner of the Firm.
“The appointment of Leonel as a partner is great news for the TRS&M Tax Department, thus becoming one of the few multidisciplinary tax departments in the legal market in Argentina,” said Gastón Miani, partner of the TRS&M Tax Department.
Tavarone, Rovelli, Salim & Miani stands out as one of the prominent full-service law firms in the Argentine legal market, with a substantial track record for providing comprehensive advice to corporate and financial clients, as well as active participation in complex transactions and litigation. With this hiring, the Firm strengthens its presence in tax practice.
Media Contact: Paula Cafferata – paula.cafferata@trsym.com
Javier Constanzó, new Partner of the Energy & Infrastructure Department
We are pleased to announce the promotion of Senior Associate Javier Constanzó to the position of Partner.
Mr. Constanzó will join the Energy & Infrastructure Department where he will be a partner along with Nicolás Eliaschev, cementing the Firm's presence in those key industries. He is a regulatory and public law expert, who has an outstanding and extensive experience in structuring energy and infrastructure projects, with relevant expertise in project finance, acquisitions, and other corporate finance transactions in renewable and conventional energy projects. He also advises a range of clients in a variety of infrastructure matters, primarily involving lithium, representing banks, sponsors, mining companies, and power generation companies.
His contributions to the legal field have been acknowledged with distinctions, including being named a Rising Star by Legal500 on multiple occasions.
Javier has played key roles throughout his career as Associate at Tavarone Rovelli Salim & Miani since October 2016, helping to build the energy powerhouse practice at the Firm. Also, during 2021-2022 he worked as an International Visiting Associate at the Latham & Watkins office in New York, as part of the corporate and project finance practice, and successfully rejoined the firm after that.
Mr. Constanzó holds a Postgraduate Degree in Finance and Corporate Law from the Universidad del CEMA, a Master’s Degree in Public Law and Economics from the Pontifical Catholic University of Argentina, and is a qualified lawyer from the University of Buenos Aires.
In addition to his private practice, Javier has been a visiting professor of energy and public law in several universities.
“In the current context, under a new Administration in Argentina, we see great potential for new business in the energy, infrastructure and natural resources industries. Javier will add tremendous expertise to our platform and strengthen one of our leading practices”, said Marcelo R. Tavarone, Managing-Partner of the Firm.
“Constanzó is a strong team player and a commercially focused lawyer, who has helped to build a robust practice. I am extremely proud for his promotion to the role of Partner, and he will definitely help to continue growing our market share and delivering outstanding legal service to our clients”, added Nicolás Eliaschev, Partner at the Energy and Infrastructure practice.
Tavarone, Rovelli, Salim & Miani stands out as one of the prominent full-service law firms in the Argentine legal market, with a substantial track record of providing comprehensive advice to corporate and financial clients, as well as active participation in complex transactions and litigation. With this promotion, the Firm will add relevant firepower to the already well-known energy, infrastructure and natural resources practice.
Media Contact: Paula Cafferata - paula.cafferata@trsym.com
We're a certified Great Place to Work® in Argentina!
Our Firm is a great place to work!
We are delighted to announce that our Firm received the Great Place to Work® certification in recognition of the quality of our organizational culture.
This recognition makes us extremely proud, not only because of what it says about us, but also because it is the direct result of our team's feedback, which highlighted values such as integrity, communication, community, hospitality and competence.
Our constant effort to focus on people, on their development and on caring for the work environment, was key to obtaining this distinction.
Being aware of our achievements is very important to continue growing, and sharing them is the best way to celebrate them together!
Public Registry of the Autonomous City of Buenos Aires: Annual fee payment due date
On November 18th, 2022 the Official Gazette published Resolution No. 1737/2022 issued by the Ministry of Justice and Human Rights. The Resolution establishes December 7th, 2022 as the due date of payment of the annual fees of the Public Registry (“PR”) of the Autonomous City of Buenos Aires. The annual fees must be paid by any local corporation registered before the PR.
The payment ticket shall be obtained at the PR’s web site (https://www2.jus.gov.ar/igj-tasas/) and may be paid by through any of the following payment methods:
- Online payment through the Home Banking system of the Banco Nación or any other bank entity affiliated to Red Link;
- Online payment through pagar.com.ar;
- Payment in cash in any of the Banco Nacion’s branches.
Feel free to contact our team (corporate@trsym.com) for more information.
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.