ENGLISH. Telephone: FAX: Direction: Calle 71 No , Piso 6 Bogotá, Colombia. E mail:

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AREAS OF

PRACTICE PARTNERS ASSOCIATES OUR CLIENTS IN-MEMORIAN

THE FIRM

Gamboa, & Acevedo Abogados is the result from a strategic union conceived in 1996 to provide general legal professional services on reliable, integral and efﬁ cient manner. The Firm is direct successor of the law ﬁ rm founded by Ernesto Gamboa Alvarez, Esq. in 1943 in the city of Bogotá.

Gamboa, & Acevedo Abogados main headquarters are located in Bogotá. It has associate

law ﬁ rms in major cities of the country and international correspondents in London, New York, Miami, Caracas, Quito, Lima, Panama City and Buenos Aires.

We are committed to our clients in providing high-quality legal representation and counseling, thus fostering long-term relations at reasonable cost. The Firm members are duly trained to search for practical and imaginative solutions to various legal issues and are also qualiﬁ ed on alternative dispute resolution methods, to thus leave litigation as an ultimate recourse.

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The Firm renders specialized counseling services on the areas listed below:

CORPORATE LAW

Our services include the following, among others:

· Legal advisory on Colombian corporate laws and mechanisms to incorporate foreign capital companies and branches of foreign companies in Colombia.

· Drafting and negotiation of business contracts to be executed by new companies, such as distribution, agency, license, labor, services and manufacture agreements.

· Incorporation, transformation, amendment, operation, merger, spin-off and liquidation of domestic companies.

Comprehensive “Due Diligence” services and legal assessment of enterprises.

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· Representation of shareholders and partners at assemblies and boards of partners.

· Procurement of permits from the authorities responsible for the supervision and inspection of business companies in Colombia.

· Prevention and solution of disputes amongst partners.

· Creditors’ proceedings before the Superintendency of Companies and legal counseling to debtors and/or creditors, particularly from the bank and fi nance sectors relating the restructure of liabilities payable by companies facing fi nancial diffi culties.

ADMINISTRATIVE AND PUBLIC LAW

In this area of practice, the Firm renders integral services to its clients when engaging into relations with State entities. Following is a list of core and meaningful aspects:

· Drafting and ﬁ ling of applications to procure licenses, permits, concessions and authorizations.

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THE FIRM AREAS OF_PRACTICE PARTNERS ASSOCIATES OUR CLIENTS IN-MEMORIAN

· Counseling on the drafting and ﬁ ling of tenders and negotiation and preparation of resulting contracts, under the framework of a comprehensive advisory throughout the whole process of State contracting.

· As to Public Law, the Firm relies on signiﬁ cant expertise to conduct proceedings and ﬁ le appeals before Administrative Courts, including unconstitutionality and nullity actions before the Constitutional Court and the Council of State, as well as institution of class and enforcement actions.

· The Firm’s attorneys are strongly trained and experienced on representation of State entities and private contractors before Administrative Courts and Arbitral Tribunals where the State’s contractual liability may be contested.

· As to protection of constitutional rights, the Firm provides permanent counseling to both individuals and corporate persons, in connection to Tutela actions.

INSURANCE LAW

In providing its legal counseling and representation services on insurance matters, the Firm serves the following legal needs:

· Assistance to various companies pertaining to the sector, concerning legal and technical examination of claims ﬁ led, both judicially and extra-judicially.

· Counseling to conclude formalities as required for the compensation of casualties, taking into consideration the private character of the insured party or of the policy beneﬁ ciary.

· Drafting of grounded and reasoned objections and recoveries against the parties accountable for casualties.

· Representation of private parties in prosecuting judicial or extra-judicial claims before insurance companies.

CIVIL AND COMMERCIAL CONTRACTS

The Firm provides the following services, among others:

· Conception, development and settlement of all kinds of civil and commercial contracts.

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· Counseling regarding every sort of acts for property disposition, including promise agreements, purchase agreements, pledges, mortgages, leases and joint partnership agreements.

· Drafting, negotiation and performance of consortia agreements, shareholders’ agreements and technical assistance agreements.

· Conception, negotiation and performance of ﬁ duciary transactions.

· Counseling and representation of clients in judicial and extra-judicial matters, as necessary to enforce their rights under contractual undertakings.

PORT AND TRANSPORT CONCESSIONS

Enactment of Law 1 of 1991 led to a new approach in the country’s port activities. Following its enactment, our attorneys were duly trained to provide integral services to the sector clients, including, among others, the following:

Application for port concessions from

• Instituto Nacional de Concesiones (INCO), as well

as the amendment, renewal and extension thereof.

Representation of companies from the port sector before the Superintendency of

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Ports and Transport, the Ministry of Transport, INVIAS and INCO. Negotiation of payment agreements and rates payable on port inspection

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Procurement and processing of environmental licenses and permits required by

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Regional Autonomous Organizations and the Ministry of Environment, in connection to port activities.

Challenge of administrative acts issued by port authorities.

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Contractual litigation before arbitral or administrative jurisdictions, arisen between

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private parties and State entities, on occasion of the performance, development or settlement of port concessions.

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TAXATION LAW

The Firm attorneys are specialized on tax matters and, therefore, are capable of providing its clients with a global approach to handle national, provincial and municipal tax burdens. Activities customarily served by the Firm in this ﬁ eld, are the following:

· Counseling on corporate tax planning and design of its taxation structure.

· Representation of Colombian and foreign taxpayers in taxation disputes before the Colombian authorities.

· Claims and challenges ﬁ led before administrative authorities.

· Filing of taxation appeals and claims before Administrative Courts.

CIVIL AND COMMERCIAL LITIGATION

The Firm relies on comprehensive expertise on civil and commercial litigation, in particular, appeals before Superior District Tribunals and revision recourses before the Supreme Court of Justice. Likewise, the Firm’s expertise in arbitration proceedings is outstanding.

In the ﬁ eld of civil and commercial litigation Gamboa, & Acevedo Abogados offers its clients representation in the areas listed below, among others:

· Domestic and international arbitration.

· Contractual and extra-contractual civil liability.

· Proceedings arising from insurance agreements.

· Proceedings arising from ﬁ duciary transactions.

· Proceedings seeking restitution of properties.

· Creditors’ and restructuring proceedings.

· Liquidations.

· Receivables recovery.

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LABOUR LAW AND SOCIAL SECURITY

In pursuing comprehensive services for its corporate clients, the Firm has enlarged its legal counseling, through a strategic partnership entered with the ﬁ rm specialized on labour law headed by Francisco Salive Vives, Esq. This partnership is centered on the provision of counseling to both private and public entities as to management of human resources issues, both in terms of individual relations and collective bargaining. Likewise, it provides counseling to enterprises, to achieve the best possible handling of relations with the Colombian authorities responsible for social security matters.

Labour risks are measured by means of audits and due diligence; continued counseling is provided to resolve day-to-day issues proper of human resources, as well as relating application of labour regulations in case of professional accidents, illnesses and elderly pensions. Likewise, advice is provided in all stages of collective bargaining, while representing clients in judicial or arbitral proceedings of labour and economic nature.

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ERNESTO GAMBOA MORALES

Doctor in Jurisprudence, graduated from Colegio Mayor de Nuestra Señora del Rosario, in 1976. Master degree on Private Law, Public Law and Procedural Law from Colegio Mayor de

Nuestra Señora del Rosario, and Master degree on Taxation Law from Universidad de Los Andes;

Postgraduate courses in the ﬁ eld of negotiation and conciliation techniques, University College of London and Harvard University. In addition to civil, commercial and administrative litigation, his professional practice comprises counseling on commercial and taxation matters to major domestic and foreign companies. Member elected of the Colombian Academy of Jurisprudence and author of the thesis “El Arbitraje en Equidad” that was selected for publication in year 2002. Member of the Colombian Institute of Procedural Law and, also, an arbitrator of the “A” Roster of arbitrators kept by the Chamber of Commerce of Bogotá. Lecturer in international and domestic forums on arbitration; Professor of Civil Procedure Law at Universidad Sergio Arboleda in Bogotá. Professor and lecturer of the PhD Program on Arbitration and Conciliation, fostered by the Chamber of Commerce of Bogotá. Recently, he was appointed as lecturer in the Module on US Law and Common Law, Law Master Program, Universidad Sergio Arboleda. Languages: Spanish and English.

JUAN FERNANDO ACEVEDO NOGUERA

Doctor in Jurisprudence, graduated from Universidad Sergio Arboleda. Masters degree on

Financial and Stock Trading Law, Universidad Sergio Arboleda; Masters degree on Contractual Relations and Civil Liability, Universidad Externado de Colombia. His professional practice includes high-level positions at the Superintendency of Banks and project manager of well-known ﬁ rms listed in the Stock Exchange of Bogotá. To complement his studies on international and domestic arbitration, following his attendance of the program offered by the Chamber of Commerce of Bogotá, he attended the Harvard University program on Negotiation and Conciliation. Professor of Civil Procedure Law, Universidad Sergio Arboleda. His professional expertise includes State concessions and contracts and the legal regime applicable thereto, ports and aviation law, contracts and ﬁ nance law. Languages: Spanish and English.

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ANNE MARIE MÜRRLE ROJAS

Doctor in Jurisprudence, graduated from Universidad Javeriana (1986-1990). Masters negree

on Finance Laws, Universidad de Los Andes (1994-1995) and Insurance Law, Universidad Javeriana (1997-1998). Diploma on international arbitration, Universidad Libre de Derecho

de México and the International Chamber of Commerce (March – July, 2004). Professor

of Law at Universidad Javeriana and Colegio de Estudios Superiores de Administración – CESA.

Lecturer on commercial arbitration, in the program sponsored by the Chamber of Commerce of Bogotá and the the Chamber of Commerce of Cartagena. Arbitrator listed with the Arbitration and Conciliation Center of the Chamber of Commerce of Bogotá and, professor in arbitration courses at Universidad del Rosario. Areas of Practice: Business law, in particular, corporate and contractual, law; State contracting; arbitration and litigation. Languages: Spanish and English.

FRANCISCO ALBERTO SALIVE VIVES

Doctor in Jurisprudence, graduated from Universidad Javeriana, 1971. Masters on social

economy from Universidad Javeriana. His professional experience includes: Head of the Trade Policy Division from LAFTA (Latin-American Free Trade Association), Incomex and member of the Colombian delegation before LAFTA in Uruguay. Counsel to the National Planning Department. Credit and Promotion Sub-director, PROEXPORT. Member to the Board of Directors of Banco del Estado for several years. Member to the Board of Directors of the Chamber of Commerce of Bogotá. Member to boards of directors in the private sector: Assistant Manager and partner of Vehicolsa, a concessionaire of General Motors. Legal practice for over 20 years, particularly in the ﬁ elds of labour and administrative law. Ad-hoc magistrate to the Superior Tribunal of Bogotá, Labour Bench, and counsel to private companies in areas of labour law. Professor at Universidad Sergio Arboleda, Universidad Javeriana,

Universidad de Los Andes, Universidad Jorge Tadeo Lozano and, presently, professor in the Labour

Law Program offered by Universidad NuestraSeñoradel Rosario.

ASSOCIATES

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RAIMUNDO RIVAS DE ZUBIRÍA

Doctor in Jurisprudence, graduated from Colegio Mayor de Nuestra Señora del Rosario, in 1976.

Public Law Master from de Colegio Mayor de Nuestra Señora del Rosari, 1977. Managing Director of Empresa de Licores de Cundinamarca; Managing Director of Caja de Previsión de Cundinamarca; Secretary General and Deputy General Director of the Colombian Institute of Family Welfare; Secretary General of the Bogotá Treasury Bureau, Secretary General and Deputy General Director of Empresa de Telecomunicaciones de Bogotá; Director of the Colombian-French Chamber of Industry and Commerce. Attorney specialized on public contracting and contractual actions before administrative courts.

NATALIA MORENO PRIETO

Doctor in Jurisprudence, graduated from Universidad Sergio Arboleda in 2005. Awarded

with the ﬁ rst rank in the year 2003 National Competition on Human Rights arranged by the Ministry of Government and Justice, the General Ofﬁ ce of the Procurator and the Public Defender and sponsored by USAID/MSD. Participant in the year 2004 IX Inter American Competition on Human Rights, sponsored by American University Washington, College of Law. Outstanding grading in the year 2004 State Exam on Law Training (ECAES), arranged by the Colombian Institute for Superior Education Superior (ICFES). Languages: Spanish, English and German.

JOSE FERNANDO SÁNCHEZ VANEGAS

Doctor in Jurisprudence, graduated from Universidad Sergio Arboleda, 2006; graduated

“summa cum laude” thanks to his best academic performance among students of his class and graduation thesis to be published in short, on the core elements of contracts and their creation, a comparative review on the international mercantile regime, United States and Colombia. First rank in the 2005 State Exam on Law Training (ECAES) among 8400 Colombian students attending the ﬁ nal year of Law in the country. Master program on international contracts, Georgetown University, Washington D.C. Research activities as assistant researcher at COLCIENCIAS, Universidad Sergio Arboleda (Group on the investigation of globalization and law) and Universidad Nacional. Engagement with Gamboa & Acevedo, since 2006. Languages: Spanish, English and German.

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JORGE LUIS BARONE GONZÁLEZ

Doctor in Jurisprudence, graduated from Universidad Sergio Arboleda, 2008. Attendant to

the Master Law Program offered by Universidad Sergio Arboleda. First rank in the 2007 State Exam on Law Training (ECAES). Participant in representation of Universidad

Sergio Arboleda in the Interamerican Human Rights Moot Court Competition (2007)

sponsored by American University; also, participant in the Francisco Suárez SJ Ibero-American Competition on International Law and Human Rights (2007) sponsored by

Pontiﬁ cia Universidad Javeriana and the 2008 Model OAS General Assembly sponsored

by Escuela de Administración, Finanzas y Tecnología –EAFIT-. Presently, researcher in the Civil Law Department of Universidad Sergio Arboleda and member of the Institute on Constitutional Studies and the program of honors of Universidad Sergio Arboleda.

Engagement with Gamboa & Acevedo, since 2008.

PEDRO MIGUEL ÁLVAREZ GIRALDO

Doctor in Jurisprudence, graduated from Universidad Sergio Arboleda, 2008. Participant in

the Model OAS General Assembly (MOAS) and participant in the ELSA Moot Court Competition on WTO Law, arranged by the Europen Law Students Association (ELSA). Assistant professor of contracts and civil proceedings at Universidad Sergio Arboleda. In 2005-2008 he worked in the litigation division of a law ﬁ rm headed by Juan Manuel Giraldo Vélez, Esq. Engagement with Gamboa & Acevedo, since 2008. Languages: Spanish and English.

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OUR CLIENTS

Following the alphabetical listing of clients to which the Firm has rendered its professional services:

Ansac USA

Advance Petroleum Inc. AES Corp.

Agrorosas S.A. Aires S.A.

Alianza Fiduciaria S.A. Algranel S.A.

Altra Investmens Ltd. Aristizabal y Jinete Ltda. Asset Protection Limited Aumann de Colombia S.A. B.P. de Colombia S.A. BBC English

Blastingmar S.A.

Centro Nacional de Consultoria S.A. C.I. Océanos

C.I. Ultraﬁ nos S.A. Cafam

Cafarcol S.A.

Central Charter de Colombia S.A. Chemonics International

Codensa S.A. ESP Colcarbón S.A.

Colombia Outsourcing S.A. Competrol S.A.

Concesión IFI - Salinas Concepto Urbano S.A. Constructora Girardota S.A. Corporación Mundial de la Mujer Correcol S.A.

Dialux Investments Inc. Dimayor

E. Mazuera y Cía.

Empresa de Telecomunicaciones de Bogotá - ETB

Empresas Públicas de Medellín

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Engineering Petroleum Services Inc. ExxonMobil de Colombia

Federación Colombiana de Futbol Federación Nacional de Maderas Fiduagraria S.A.

Finamérica CFC S.A. Fogaﬁ n

Fundación de Amigos del Teatro Colón Fundación Natibo

General Electric Corp. Granahorrar HDB y Cia S.C.A. Icono Informática IFI Incorbank S.A. Intralot S.A.

Inverlink de Colombia S.A. Inversiones Cedro Mazuera S.A. Ipsos S.A.

J.Hoyos Media S.A. Kari Corporation USA Laad Financial Services Mattel de Colombia S.A. Minera Tayrona S.A.

Muebles El Cid S.A.

Muelles El Bosque Operadores Portuarios S.A. Muni-Predios Ltda. Nicastillo S.A. Occidental de Colombia Promicol Ltda. . Proquímicos S.A. RAC Ingenieros Ltda. Revista Consigna Rosales S.A.

Seguros Fénix S.A. Sero Ltda.

Sociedad Portuaria del Magdalena S.A Sociedad Portuaria Mardique S.A.

Sodaquímicos de Colombia S.A. Soundeir Ltd.

Sports Media FPC Techint S.A.

Terminal Marítimo Muelles El Bosque S.A.

Valﬁ nanzas S.A.

World Fuel Services Inc. X-Foods de Colombia S.A.

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ERNESTO GAMBOA ALVAREZ (1923-2002)

Since his graduation from Colegio Mayor de Nuestra Señora del Rosario in 1943 until his ﬁ nal

days in December, 2002, Ernesto Gamboa Alvarez, Esq. devoted his entire life to the professional practice of Law.

His extensive trajectory as jurist combined both independent practice and academic activities as professor of civil law courses in the major universities of the country. He also served as justice, starting at the Superior Tribunal of Bogotá and, afterwards, at the Civil Chamber of the Honorable Supreme Court of Justice. To acknowledge his professional and academic merits he was awarded by the Colombian Academy of Jurisprudence to be one of its ﬁ fty senior members.

His late 15 years focused on the establishment and fostering of the Firm and the training of its members and attorneys-at-law who, presently and through Gamboa & Acevedo are the heirs of his memorable legacy.