Practice Area

Corporate, Mergers and Acquisitions

We advise and represent our clients in the creation, registration and valid operation of companies and association agreements (Joint Ventures, JOAs, etc.). We work on corporate mergers, acquisitions, split ups, transformations and reorganizations, due diligence, resolution of corporate conflicts, drafting and negotiation of shareholders’ agreements. We carry out all the proceedings with the Office of Business Organizations, and advice on matters related to compliance with stock exchange and public offering regulations.

Administrative and Regulatory

We advise on administrative and regulatory issues before the national and provincial public administrations where our clients conduct activities (among others, Neuquén, Río Negro, Chubut, Santa Cruz, Tierra del Fuego, Mendoza, La Pampa, Salta and Formosa).

As regards regulatory matters, we specialize in natural resources, energy and environment and, more specifically, in oil and gas, electric power, mining, and environmental issues as well as in environmental matters related to industrial development.
Hydrocarbons: 
We advise on the award of exploration permits and exploitation and transportation concessions with the Federal and Provincial Governments, as well as in the drafting and negotiation of association and service agreements with national and provincial state-owned companies for the exploration and exploitation of hydrocarbons. We have correspondent lawyers in all the provinces which develop hydrocarbon activities. We advise on typical contracts of the oil industry such as Joint Operation Agreements, Farm-in Agreements, Areas of Mutual Interest, Lifting Agreements and Gas Balancing Agreements, agreements with service suppliers such as seismic and drilling, agreements for the sale of oil, gas and by-products, treatment and transportation of oil and gas, environmental federal and provincial regulations and environmental licenses; regulations on the use of water and gas venting, agreements with landowners. Also, we advise and represent our clients in all kinds of administrative or judicial processes resulting from conflicts with governments as well as federal and provincial entities or with individuals related to exploration activities.
NBS – CO 2 Credits and Carbon Market:
We advise our clients on Nature-Based Solutions (NBS) and CO 2 credit generation, with a particular focus on forestry projects, covering its three fundamental aspects: Land acquisition, forest development, and the generation and subsequent commercialization of credits. Regarding land acquisition, the selection of the legal title type, limitations for foreigners, and restrictions in security zones and borders are addressed. Forest development involves compliance with provincial regulations, as forests, whether native or planted, fall under provincial jurisdiction and, in some cases, are subject to national regulations and incentives. Concerning CO 2 credit generation, it is emphasized that its regulation in Argentina is still in its early stages, aligning with the provisions of the Paris Agreement, and its administration falls within the jurisdiction of the national government.
We also provide guidance on project structuring, considering whether developers are local or foreign and depending on the financing source. We advise as well on the intended use for CO 2 credits, whether for the developer’s own consumption or for subsequent local and international commercialization. The provided advice also encompasses local procedures and effects of CO 2 credits, as well as their certification through the Certifying Entity.
Mining:
We also advise mining companies in the acquisition of mining rights through public bids and private negotiations, both corporate and concerning assets. We have correspondent lawyers in all the provinces which develop mining activities. We act before the Argentine Secretary of Mining for the submission of Feasibility Studies to obtain Certificates of Tax Stability of national, provincial and municipal jurisdiction under the Mining Investment Law. We advise on tax and customs planning and compliance, and we assist our clients on labor and union matters of the mining industry. We advise on the compliance with the Argentine environmental regulations, and in negotiating and obtaining water rights. We also advise on legal matters related to landowners, original communities and corporate accountability.
Environment:
We advise our clients on competence and jurisdictional limitations of the Federal and the Provincial States on environmental matters, based on the provisions of the Argentine Constitution and the international treaties, and as regards the scope of specific national and provincial laws and regulations on environment, such as hazardous waste, industrial waste, use and treatment of waters, gaseous emissions, etc. We advise on specific environmental matters of the mining and hydrocarbon industry. We perform environmental audits under due diligence processes for corporate mergers and acquisitions of assets. We advise and represent our clients in every kind of administrative and judicial processes related to environmental issues. We advise federal and provincial governmental entities on matters of legislative and regulatory processes concerning the environment.

As regards administrative issues, we advise and participate in the representation of our clients in public bids and direct contracting processes including the negotiation and execution of agreements; we make petitions, we represent our clients in proceedings involving the public administration sanctioning power; we assist in filing the relevant appeals in case of adverse decisions until the administrative scope is exhausted and we file, if necessary, the relevant nullity actions before the administrative justice.

Tax, Customs and Exchange Regulations

We advise on free tax reorganization, treaties to avoid international double taxation, as well as special regime and tax benefits. We also advise on different tax aspects to be considered in specific contracting processes and investment projects.

Concerning matters related to Customs Law, we advise on the import and export of goods, temporary export and import regimes, customs duties, prohibitions, quotas and other customs and tax requirements. Concerning exchange matters, we advise our clients on matters related to exchange regulations and control, clearing money into and out of the country and the legal aspects related to the execution of domestic agreements entered into in a foreign currency, as provided by the regulations passed by the Central Bank of the Republic of Argentina and the Argentine Ministry of Economy.

Foreign Investment Protection

We advise our international clients on any matters related to the protection of their investments in the Republic of Argentina under the Bilateral Investment Protection Treaties entered into between the Republic of Argentina and other nations. Partners of Martelli Abogados have also taken part as lawyers and experts at international arbitration proceedings under the provisions of the International Centre for Settlement of Investment Disputes (ICSID).

Labor Social Security and Trade Unions

We give advice and legal representation in all matters related to labor and union matters. We advise on personnel admission and dismissal, salary settlements and social security payments, labor accidents, contracts with managers and directors and the termination of such contracts, and the restructuring, opening and closure of plants or companies. We give advice and represent our clients in any labor, social security and union matters, both before administrative and judicial authorities.

Antitrust

We advise with respect to the limitations or obligations imposed upon by the Antitrust Law on corporate acquisitions or the purchase of corporate assets and, if applicable, we prepare the relevant reports, requests of approval or adjustments before the Argentine Antitrust Commission.

Defense of Constitutional Rights and Litigation

We advise and represent our clients in any matter of a constitutional nature and regarding any and all issues where constitutional rights or guarantees are directly or indirectly at stake. Also, we give advice on any issues of constitutional law and international treaties forming the constitutional framework. We advise and represent our clients in the drafting of complaints and appeals, we represent them in trials, extraordinary appeals, and motions in which the Argentine Supreme Court of Justice and the Courts of Appeals of the provinces have original jurisdiction.

Migration

We advise as to formalities, requirements and regulations existing in Argentina with respect to migration matters. The firm takes any relevant steps and provides assistance and advice to obtain and renew visas for expatriates and their families, and for the employment of foreigners in local companies. Given the interaction with the departments of labor, social security and tax law, we provide integral advice in all matters related to the arrival, departure and stay of persons in Argentina to achieve coherence and effectiveness concerning remunerations, taxes and social security payments.