Get to know the most important events at the firm during 2022

Icaza, González-Ruiz & Alemán’s Annual Report 2022 is here to provide an overview of the most noteworthy events that took place in the firm and in the jurisdictions it serves. The report covers the following topics:

• Jurisdictional updates
• COVID-19 legislation in Panama
• Articles and publications
• Appointments of firm members and board members
• Awards and recognitions

This summary is a testament to the hard work and dedication of our lawyers and their teams in the past year, and we look forward to expanding the scope of our publication in the future.

If you would like to provide feedback, please get in touch with us at consultas@icazalaw.com.

Icaza, González-Ruiz & Alemán provides legal advice in the sale of the Bijao Beach Resort

Icaza, González-Ruiz & Alemán provided legal advice to SUNSTAR HOTELS AND DEVELOPMENT, S.A., owner of the Bijao Beach Resort, formerly known as the Sheraton Bijao Hotel, one the most important beach resorts on Panama’s Pacific coast, during the sale of 100% of its shares.

The firm’s Mergers and Acquisitions team,  led by partner Alexis V. Herrera Jr. and assisted by associates Alfredo Fonseca and Adolfo Gonzalez-Ruiz, was the sole legal advisor of the shareholders of the company throughout the multimillionaire transaction, including, without limitation, the due diligence phase, negotiations and up until the successful closing.

Our expert Fernando González-Ruiz, as a member of the Anti-Counterfeiting Committee, attended the International Trademark Association’s 2022 Leadership Meeting on November 15 to 18 in Miami, Florida.

At this event, the participants gained insights into cutting-edge legal and business topics, and Business Development opportunities with possible clients and colleagues.

Our associate, Alfredo Fonseca Z. participated in IBA’s Annual Conference on October 30th to November 4th at the Miami Beach Convention Center.

This event is the leading conference for legal professionals worldwide to meet, share knowledge, build contacts and develop business.

The IBA has considerable expertise in providing assistance to the global legal community, and through its global membership it influences the development of international law reform and shapes the future of the legal profession throughout the world.

Marisol Ellis

Our Partner, Marisol T. Ellis participated at the 20th ICC Miami Conference on International Arbitration on October 27th to October 30^th.

The conference theme was: “”Is disruption the new black for global trade and dispute settlement?””

ICC provides businesses, governments and society with the important resources to benefit everyone. In the same way, it is in charge of predicting and adapts very quickly to changes in the global economy. So, guidance can be provided to support companies of all sizes and throughout the world.

Icaza, González-Ruiz & Alemán has been recognized in The Legal 500 Latin America Rankings 2023.

This year, the firm was ranked in several practice areas, including:

1. INTELLECTUAL PROPERTY – TIER 2
2. CORPORATE AND M&A – TIER 2
3. BANKING AND FINANCE – TIER 3
4. CAPITAL MARKETS – TIER 3
5. OFFSHORE – TIER 3
6. LABOUR – FIRM TO WATCH

Additionally, our Intellectual Property team received individual recognitions in the rankings:

• INTELLECTUAL PROPERTY GABRIELA TEJADA DE BRITTON –HALL OF FAME
• INTELLECTUAL PROPERTY MOISES RIVERA – NEW GENERATION PARTNER
• INTELLECTUAL PROPERTY FERNANDO GONZALEZ–RUIZ – RISING STAR

We congratulate our team of experts for the recognition in their respective areas.

View the ranking in the web site of Legal 500

About The Legal 500

The Legal 500 analyzes the capabilities of law firms in over 150 jurisdictions, with a comprehensive research program that is revised and updated every year. The rankings reflect a detailed analysis of law firm submissions and thousands of interviews with GCs and private practice lawyers, conducted by their team of experienced researchers.

Our partner Mariela de la Guardia contributed to the article on Brand Restrictions for the Global IP Matrix with Maricruz Villanea, Elisa Tricerri, and Dr John Rudolph, members of the Brand Restrictions Committee of the International Trademark Association.

“As we know, the Earth´s temperature is slowly rising due to climate change. If humanity does not confront this, the planet is in doom. Similarly, brand restrictions (BRs) have been gradually spreading around the world. Without action, brand owners may ultimately have to confront their doom. No doubt, brands globally are in hot water.”

Read the article by clicking on the button below.

Get to know the main features of a British Virgin Islands Trust.

By: Estefanía Alemán – General Manager of Icaza Trust Corporation

BVI Trust legislation

British Virgin Islands (“BVI”) trust law is generally based on English law, but has developed beyond English law to allow trusts constituted under BVI law to contain modern trust provisions. The governing law of BVI trusts is the Trustee Ordinance Act 1961 (“the Trustee Act), which has been amended in 1993, 2003, 2013, 2015, and 2021. Additionally, BVI enacted in 2003 the Virgin Islands Special Trusts Act 2003, amended in 2013, to create a special trust known as (“VISTA”), which is used purely for holding shares of a BVI company, and enables the trustee holding such shares to distance himself entirely from the management of the company in which the shares are held.

Who are the main parties of a trust

The main parties of a BVI trust are the Settlor, Trustee, the Beneficiaries, and the Protector.

1. Settlor: person or persons who transfers assets into a trust by divesting himself or themselves of legal ownership of these assets. The Settlor may be a trust Beneficiary. The Settlor may only act as a Trustee if he or she acts as a co- trustee. The Settlor may not simultaneously be a sole trustee and a sole beneficiary.
2. Trustee: person who holds legal title of the trust assets and administers such assets for the benefits of the Beneficiaries in accordance to the terms and conditions of the trust instrument. The trust assets constitute an autonomous patrimony, and do not form part of the estate of the trustee.
3. Beneficiaries: persons who have equal or conditional benefits on the trust fund, or in the case of a discretionary trust benefits in accordance to the discretion of the trustee. For a trust to be valid, the Beneficiaries shall be identifiable.
4. Protector: the BVI Trustee Act establishes that an instrument creating a trust may contain provisions by virtue of which the exercise by the trustees of any of their powers and discretions shall be subject to the previous consent of the settlor or some other person, whether named as protector, nominator, committee or any other name. If provided in the instrument creating the trust, the trustees shall not be liable for giving previous consent for actions resulting in any loss caused by the actions of the protector, nominator, committee, etc.

Who may be a Trustee of a Trust regulated under the laws of the British Virgin Islands: BVI law does not require that a BVI resident be the trustee of a BVI trust. However, to engage in trust business in or from BVI, the trustee must be licensed. Trust business is defined as acting as a professional trustee, protector or administrator, or managing or administering any settlement or company management as defined in the Company Management Act. A person cannot be settlor, sole trustee, and beneficiary of a BVI trust. A person may be the settlor, act as co- trustee and be the beneficiary of a BVI trust.

Taxation of trusts regulated under the laws of the British Virgin Islands:

1. Income Tax: Notwithstanding any provisions of the Income Tax Act, the income of any BVI trust in the hands of a trustee is exempt from income tax, and the Beneficiaries of any trust who are not resident in BVI are exempt from payment of income tax in respect of any moneys received by them from the trustee of any trust. Likewise, Beneficiaries who are not resident in BVI do not need to pay in BVI estate tax, inheritance tax, succession tax, gift tax, rate, duty, levy or any other taxes associated with distributions from BVI trusts.
2. Stamp Duty: Any trust that does not have as Beneficiary persons resident in BVI are exempt from the payment of stamp duty with respect to trust documents.
3. Trust Duty: An instrument declaring or evidencing a trust governed by BVI law, and any instrument changing the proper law of a trust to BVI law shall pay trust duty in the sum of two hundred dollars legal currency of the United States of America.

Regulatory requirements: Trusts constituted under the laws of the British Virgin Islands do not need to be registered in the BVI registrar. They are exempt from registration under the Registration and Records act. Trustees of BVI trusts do not have reporting or filing requirements regarding trusts.

Accounting records for BVI Trusts: the trustee has the obligation to maintain records and underlying documentation of the Trust whether within or outside BVI and retain these records for a period of at least five (5) years. The records and underlying documentation include accounts and records, such as invoices, contracts or other similar documentation, in relation to:

1. All sums of money received and expended by the trust, and the matters in respect of which the receipt and expenditure takes place;
2. All sales and purchase of goods by the trust; and
3. The assets and liabilities of the trust.

Reserved Powers of the Settlor: a Settlor, Protector, Nominator, or Committee may reserve the following powers under a BVI Trust:

1. 1. Power to revoke the trust in whole or in part.
   2. Power to vary or amend the terms of the trust instrument or any of the trusts, purposes, or powers arising thereunder in whole or in part.
   3. A general, intermediate, or special power to appoint, advance, pay, apply, distribute, or transfer trust property (whether income, capital, or both), or to give directions for the making of any such advancement, appointment, payment, application, distribution, or transfer.
   4. Power to act as or give binding directions as to the appointment or removal of a director or an officer of any company wholly or partly owned by the trust, or to direct the trustee as to the manner of exercising rights attaching to any of the shares held in such company.
   5. Power to give binding directions in connection with the purchase, retention, holding, sale of or other commercial or investment dealings with trust property or any investment or reinvestment thereof or the exercise of any powers or rights arising from such trust property.
   6. Power to appoint, remove, add or replace any trustee, protector, enforcer, or any other office holder or any advisor including any investment advisor or any investment manager.
   7. Power to add, remove, or exclude any beneficiary, class of beneficiaries, or purpose.
   8. Power to change the proper law of the trust.
   9. Power to change the terms of the trust which specify which courts have exclusive or non- exclusive jurisdiction in any proceedings involving rights or obligations under the trust.
   10. Power to restrict the exercise of any powers, discretions, or functions of a trustee by requiring that they shall only be exercisable with the consent, or at the direction, of any person specified in the trust instrument.

For more information on BVI Trusts, contact us at icazatrust@icazalaw.com.

Icaza Trust Corporation participated as a sponsor in the STEP Latam Conference 2022, held September 22-23 at the Hilton Hotel in Panama. Every year, the event brings together renowned lawyers and banking, fiduciary and accounting professionals related to estate planning, structuring and management in Latin America.

At the event, Estefanía Alemán, our general manager, and Luis Martínez, our deputy manager, had the opportunity to share with colleagues from the region and learn about new trends in the fiduciary world.

Take a look at some snapshots of their participation by clicking on the images below.

Our associate Ayleen Quintero participated in the Texas Business Summit in San Antonio, Texas on September 15^th and 16^th.

In the event, she had the opportunity to connect with new allies and clients, share with the participants, and discover new business opportunities.

The Mission of the PTBS is to establish Business relationships between Panama and Texas Businessmen and Professionals with the aim to accomplish methodically incredible business opportunities and permanent partnership alliances with mutual success.

It is the commercial exchange between The Republic of Panama and Texas, where the most representative Panamanian companies and the main business organizations in Panama and Texas meet.

At the Summit, attendees had the opportunity to participate in interactive conferences in different categories identified as the most active in both economies.

Congratulations to the organizing committee for their work on this great event.