Atty. Rose Marie-King Dominguez l June 19, 2026 l BusinessWorld
I just attended a conference of law firms from different countries in the region, organized by King and Wood, a leading international law firm with principal offices in Asia. Delegates came from Bangladesh, Cambodia, India, Indonesia, Korea, Laos, Myanmar, Malaysia, Pakistan, the Philippines, Sri Lanka, Thailand, Vietnam, and the branches of the host firm — in Beijing, Shanghai, Hong Kong, Singapore, and Shenzhen, among others. Discussions were heavy on the use of artificial intelligence in legal practice and imperatives of the client “experience;” it was all extremely useful and informative.
But one of the activities I enjoyed the most was a structuring exercise, where a notional client is seeking to establish a business enterprise with a footprint in different jurisdictions. We were put into teams, with each team needing to provide a preliminary risk assessment, proposed structure, sequencing, and general guidance, on the basis of the relevant legal regimes. We were given an hour to discuss the given facts before making a presentation to the “client.”
Philippine management and in-house counsel proposing to deal with foreign investors or extending their businesses offshore may be interested in knowing how similar the legal and commercial issues are across countries, and how important it is to ask the right questions, whether of foreign counsel or investment advisers. Here is a quick list of some of the issues that my team (and other teams) raised and discussed during the exercise:
1. Legal show-stoppers; nationality restrictions – Are there nationality restrictions or fundamental legal show-stoppers? What is considered a “national” and how does one structure for compliance and risk mitigation? The question of land ownership can be a likely issue (e.g., Philippines, Myanmar).
2. Need for a local partner – If there is a nationality restriction, the need for a joint venture partner and issues relating to agreements with that partner would be triggered. These can include questions of control, governance, undertakings for additional capital, collateral undertakings, and exit mechanisms.
3. Government approvals and regulation – What are the principal Government approvals and licenses relevant to the proposed enterprise as well as the tenor of the current regulatory regime (e.g., are there moratoriums for a particular license; is consent for the investment challenging or too time-consuming to obtain; what are the post-closing conditions)? When a client is looking at market entry for the first time, it is always helpful for that client to obtain a high-level overview of the relevant laws of that market and get a sense of what type of commercial regulations it has. For example, many foreign clients will recognize many of the Philippines’ commercial law principles, but would require more guidance on our labor laws.
4. Tax issues – One of the factors taken into account during our structuring exercise was which countries had tax treaties and with which jurisdictions.
5. Financing – Is there an ability to access financing for an investment or a project? This concern includes an assessment of what assets/property can be given as a security and are typically acceptable to the likely lenders. Under the local public-private partnership framework, for instance, the proponent may not be able to create a security interest over certain properties that would need to be turned over to the government upon termination of a concession.
6. Use of foreign contractors – If the client is looking at an infrastructure project in a certain country, can they bring in their own contractors and what would that entail?
7. Foreign exchange controls – Also key would be a country’s foreign exchange controls as these can impact the ability of the client to repatriate capital and dividends.
8. Enforcement – During the exercise, some of the teams noted risks relating to enforcement and dispute resolution. Such risks can instruct an investor to insist on arbitration clauses and negotiate governing law and venue.
9. Timing – Considering the relevant processes for a project, what is the timing or correct sequencing? The time and effort it can take to obtain a governmental consent, for instance, may make certain commercial deadlines untenable.
10. Practical, on-the-ground knowledge – Are there local or practical factors, including political factors that may impact a proposed project? Even a sophisticated company experienced in cross-border transactions will require local knowledge to ensure that their appreciation of business and legal concerns are useful and more fine-tuned.
To make the exercise more interesting, the organizers turned it into a competition, which led me to two other takeaways: first, transactional lawyers actually enjoy structuring (all eyes were sparkly during the team discussions), and second, pretty much all lawyers, from any jurisdiction, are competitive by nature. Our team won, by the way.
***The views expressed herein are her own and do not necessarily reflect the opinion of her office as well as FINEX. For comments, email rmmking@syciplaw.com. Photo is from Pinterest.