Elmer B.o Serrano

Mr. Serrano heads the M&A practice group of the Firm, and is a well-known expert in M&A and Banking & Finance practice. Mr. Serrano’s strong M&A and Banking & Finance experiences span over two decades, having provided strategic advice and solutions on several of the largest bank mergers and acquisitions in the Philippines. Mr. Serrano has been the most (if not the only) sought counsel of the largest bank in the Philippines in terms of assets, BDO Unibank, Inc. Mr. Serrano handled the merger between BDO and Equitable PCI Bank, Inc. in 2007, one of the largest consolidations in recent banking history.  Mr. Serrano likewise acted as counsel on previous and succeeding acquisitions in the banking and finance sector such as American Express Bank Philippines, Inc. and its credit card business, 31-branch GE Money Bank, the banking businesses, assets and network of 60-branch First e-Bank, United Overseas Bank Philippines’ 60 branches, 30-branch Rural Bank of San Juan, and most recently, 22-branch Citibank Savings, Inc., 24-branch The Real Bank (A Thrift Bank), Inc., and the trust business of Deutsche Bank AG Manila Branch in the Philippines.

Mr. Serrano’s keen commercial instinct and ability to navigate through difficult legal issues to get the deal done has proven valuable as well to clients outside the banking sector. Mr. Serrano closed a pioneering cooperation and operating agreement for an integrated gaming and entertainment facility.  Mr. Serrano has also been involved in noteworthy acquisitions in the real estate, energy and mining sectors. In 2016, Mr. Serrano advised on the acquisition of a joint venture insurance company, under a structure that involved segregating the life and non-life insurance operations, consolidating ownership of the joint venture partners in each insurance business, and the assignment of certain identified insurance contracts. More recently, Mr. Serrano closed a series of acquisitions to consolidate ownership in a major logistics and shipping company which is  listed at the Philippine Stock Exchange.

In 2017, a particularly remarkable year for the Philippine banking industry, Mr. Serrano was at the frontline of the implementation of the National Retail Payment System (NRPS), the flagship program of the Bangko Sentral ng Pilipinas (BSP) for the transformation of the Philippine payment system. The Firm, principally represented by Mr. Serrano, was engaged by the Bankers Association of the Philippines (BAP) to resolve issues and possible legal impediments to the operationalization of the NRPS. Mr. Serrano was principal author of the Terms of Reference of the single payment system management body (PSMB) under the NRPS and the charters and operating agreements of the Automated Clearing Houses (ACH) signed by universal and commercial bank-members of the BAP, members of the Rural Bankers Association of the Philippines, the Chamber of Thrift Banks, and non-bank electronic money issuers. Working Groups and Steering Committees of the ACHs constantly consult Mr. Serrano in carrying out the ACH affairs, since the absence of a corporate entity gives an added layer of difficulty in devising contractual arrangements for the ACHs.

Mr. Serrano has been recognized by Asia Legal 500 in the field of Banking and Finance and as a Highly Regarded Leading Lawyer by the IFLR 1000.

Skills & Experiences

• Banking and Finance
• Corporate Finance
• Securities
• Capital Markets
• Mergers & Acquisitions
• Business Formation & Foreign Investment
• Taxation

Education

• Ateneo de Manila University, Juris Doctor (1992)
• Ateneo de Manila University, B.S. Legal Management (1988)

Affiliations

• Member, Integrated Bar of the Philippines