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solving complex legal issues since 1967

Economic & Financial - Corporate finance. Corporate Governance

Since the early 1990s, our firm has been at the forefront in issues related to corporate governance. Dr. Jacinto Soler Padró is the founder and sole Spanish member of the International Corporate Governance Network (ICGN). ICGN headquarters are located in New York and the organization is dedicated to promoting and defending corporate governance principles while bringing together some of the largest institutional investors in the world as active participants. ICGN has authored several publications on this issue and works closely with the media in an effort to bring this emerging and vitally important area to the public’s attention (Press). Our services are provided in collaboration with international experts who are leaders in the field and cover two main areas:

Consultations for Listed Companies:

Since 1991, we have been partners with the Morrow & Co. consulting firm based in New York, which operates in Spain under the name Soler-Padró / Morrow. Together we offer a variety of services to listed companies, focusing on their relations with institutional investors. These services include:

-Preparation for general shareholder meetings

-Shareholder identification, particularly identifying the “beneficial owners”

-Solicitation of shareholders voting proxies (Proxy solicitation)

-Market research to identify any concerns in the investment community about a specific company

-Drafting ideal shareholder profiles for companies and investment base enhancement (“shareholder targeting”)

-Ongoing communication with shareholders, particularly in regards to special events such as IPOs)

Consultations for Institutional Investors

Since 1991, Soler-Padró has been a partner with the European Corporate Governance Service ECG representing Spain and Portugal. ECGS is Europe’s only continent-wide network of consultants specializing in corporate governance. ECGS offers a variety of services to institutional investors all over the world:

-Evaluation of investment portfolios by analyzing each invested company’s corporate governance practices by applying a standard rating system

-Proxy department assistance

Spanish law requires investors to vote at shareholder meetings (Act 35, enacted on November 4, 2003). In compliance with this law, we prepare investors to vote by helping them set up an in-house proxy department. The department collects and organizes all relevant company information to prepare investors to cast an informed vote. We provide the following services in regards to this:

-Support in developing a shareholder voting policy

-Reports briefing the company and its voting agenda as well as voting advice

-Organizational support for the in-house proxy department

-Strategies and means of communication with other shareholders

DR. SOLER, v. HOHENLOHE, ENGEL, in cooperation with the asset management company Gaesco, has recently launched Spain’s first investment fund focused on companies adhering to good corporate governance practices. The fund, which is called the “Corporate Governance Spain fund”, will be managed by Gaesco, one of Spain’s leading independent asset management firms. The Spanish Securities Commission (CNMV) has authorized the fund.