Sergio Rodríguez-Azuero

Sergio Rodríguez-Azuero

The Senior Partner
Founding Partner

CMS Rodríguez-Azuero
Calle 75 No.​ 3-53
Bogotá
Colombia
Languages Spanish, French, English

Sergio is Founding Partner and head of the Banking & Finance practice and co-leader of the Dispute Resolution area for the Firm. In the Banking & Finance practice he focuses in the regulation and bank contracts, securities and capital markets, insurance, and fiduciary law and trusts products. In the Dispute Resolution practice he works in the litigation and arbitration and alternative dispute resolution focus areas.

He is Honorary and Emeritus Professor of Commercial Law and Director of the Finance Law Post Graduate Program at the Universidad Colegio Mayor de Nuestra Señora del Rosario. He is an arbitrator of the Chamber of Commerce of Bogotá and was member of its Court of Arbitration. He is Member of the International Academy of Estate and Trust Law, Member of the Group of Experts of the Ibero-American Institute for Law and Finance and he is also a Member of the Colombian Jurisprudence Academy. Thus, he is “Chevalier of the Legion of Honor” of the French Government, former President of the Colombian Trust Association and former Director of the Colombia´s Banking Association.

Furthermore, Sergio is the author of the books “The responsibility of the trustee” (Dike, 1977), “Banking Contracts – Its significance in Latin America” (Legis, 6th Ed. 2009) and “Trust Agreements – Its significance in Latin America” (Legis, 1st Ed. 2017) and he is frequently speaker in national and international conferences.

Professional Experience

  • 1980-present – Founding Partner, CMS Rodríguez-Azuero, Bogotá, Colombia
  • 2013-2014 – Visiting Scholar, Columbia University, New York, NY, USA
  • Since 1972 – Banking Contracts Professor in the Pre-graduate Program, Universidad Colegio Mayor de Nuestra Señora del Rosario, Bogotá, Colombia
  • Since its foundation in 1981 – Director of the Postgraduate Banking Programme, Universidad Colegio Mayor de Nuestra Señora del Rosario, Bogotá, Colombia
  • He was Visiting Scholar for Finance Law in the PHANTEON-ASSAS, Paris II, Carlos III, Pontificia Comillas of Madrid and the Swiss Institute of Comparative Law Universities
  • 1986-1996 – Founder and President, Fiduciary Association, Bogotá, Colombia
  • 1977-1981 – Banking Vice president, Banco Colpatria, Bogotá, Colombia
  • 1975-1977 – Vice president – General Secretary, Banco Colpatria, Bogotá, Colombia
  • Finance Ministry of France, work and research Program with the participation of the Bank of France and Italian Banks for South America and Paris National
  • 1970-1974 – Manager, Banking Association of Colombia, Bogotá, Colombia
  • 1969-1970 – Director of the Legal Department, Banking Association of Colombia, Bogotá, Colombia
  • 1968-1969 – Office Director, Abogados Consultores y Cia., Bogotá, Colombia
  • 1966-1967 – Lawyer and Personnel Director, Banco de Bogotá, Bogotá, Colombia

Recognitions

  • Chambers Global 2018, Banking & Finance (Band 2)
  • Chambers Latin America 2019, Banking & Finance (Band 2)
  • Legal 500 Latin America 2018, Banking & Finance (Leading Lawyer)
  • Legal 500 Latin America 2018, Litigation (Mentioned Lawyer)
  • Legal 500 Latin America 2018, Arbitration (Mentioned Lawyer)
  • IFLR 1000 2018, Banking (Leading Lawyer)
  • Best Lawyers 2018, Banking & Finance
  • “Chevalier of the Legion of Honor” of the French Government and President in the Colombian Association
  • Honorary and Emeritus Professor of Universidad Colegio Mayor de Nuestra Señora del Rosario
  • Honorary Professor of the Universidad Católica Santiago of Guayaquil
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Department co-head and leading practitioner Sergio Rodríguez Azuero garners praise from interviewees, who commend ´his very well-known regulatory practice´. He benefits from considerable experience in the area and frequently handles structured finance matters for both lenders and borrowers. He was previously the manager of the Banking Association of Colombia.

Chambers & Partners

…The ‘knowledgeable and respected’ Sergio Rodríguez-Azuero assisted financial institution Celuplata with its incorporation and registration before the Colombian authorities, as a first-of-its kind entity specialised in electronic payments and deposits; the process required a high level of expertise to comply with legal and regulatory requirements.

Legal 500 Latin America

Relevant experience

  • WWB Bank: The Firm advised WWB Colombia Foundation in the process of incorporating as a commercial bank in Colombia and in the transfer of a microcredit portfolio from the Foundation to the new bank. The Firm also drafted partnership agreements with specialized foreign funds for capital strengthening, designed the corporate governance and risk management system and defined its capital structure based on the valuation of its assets. The management included the lengthy process of incorporation as a regulated entity before the Financial Superintendence of Colombia.
  • Oportunidad Colombia: We advised the Client in the sale of Premier Credit, a company that acts as sender (or originator) of vehicle loans for bank entities, to Grupo Santander. Grupo Santander is an international bank entity with more than 150 years of existence and is one of the most important financial players in Colombia and Latin America.
  • Movii: The Firm advised the Client in the incorporation of a new financial entity (sociedad especializada en depósitos y pagos electrónicos -SEDPE-) called Movii. This is the first SEDPE authorized in Colombia, the first financial entity of its kind in the country. The Firm addressed all required meetings with the Financial Superintendence of Colombia in order to meet all legal and regulatory requirements to acquire the authorization from the entity.
  • Investors with Repo transactions in Interbolsa: The Firm currently advises a group of investors directly affected by Interbolsa Brokerage Firm´s default and bankruptcy proceeding in connection with investor´s Repo transactions entered in the Colombian Stock Exchange Market. In November 2012, the market value of the Repo transactions, both on Interbolsa and Fabricato stock, was valued at approximately COP $378.000 million (USD $210 million). Interbolsa´s default and crisis was partially caused by its high exposure on Repo operations and its highly concentrated investments in Interbolsa and Fabricato stocks. Our Clients were recognized in the liquidation process as creditors and as payment they received benefit rights from a trust, in 2015. In 2016, the trust made a first payment to our Clients. Repo transactions: USD $5.5 million.
  • Premium: In 2017, the liquidation of the Premium Fund completes the payment of 100 % of the claims of those affected by the illegal collection of the Premium Fund through a fiduciary mechanism. In 2013, the Firm advised Premium Capital Appreciation Fund investors in their claim before the Superintendence of Corporations. Premium Fund was an offshore investment fund offered in Colombia by Interbolsa Comisionista de Bolsa S.A. Interbolsa was formerly the largest independent stockbroker in Colombia and its 2012 liquidation marked the largest financial scandal to have taken place in Colombia in the last 30 years. The Firm is representing more than 150 victims of the Premium Fund scandal resulting from the Interbolsa S.A liquidation, before the Superintendence of Corporations. The Firm represents the single largest group of victims and collectively the highest amount in controversy. As of September 2012, the value of the fund was approximately USD $176 million.
  • Grupo Sura: The Firm advised in the financing and acquisition of assets and insurance businesses and pensions in Latin America (Mexico, Colombia, Peru, Chile and Uruguay) worth USD $3.8 billion. The Firm led the process of the acquisition of the assets in Colombia and of the local firms in each of the jurisdictions. As part of the financing process, the Firm advised in the public offer of non-voting preferred shares registered in the Registro Nacional de Valores y Emisores (National Registry of Securities and Issuers) and its registration in the La Bolsa de Valores de Colombia (Colombian Stock Exchange) for a historical value in the Colombian market of USD $1.5 billion and whose effective placement amounted to USD 1.3 billion.
  • Almacenar I: The Firm advised buyers in the structuring of the purchase and financing operation of Banco de Colombia’s ownership shares in Almacenar S.A. - Almacen General de Deposito, an entity regulated by the Financial Superintendence of Colombia. Legal services included preparation of the bid, structuring of the purchase, drafting of financing and guarantees contracts and shareholder agreements between buyers, as well as requesting for authorization before the Financial Superintendence of Colombia. This was one of the most important management buyout operations in the Colombian financial sector.
  • Almacenar II: The Firm advised the client in the sale of Almacenar S.A. to Grupo Santo Domingo, one of Colombia’s most powerful business conglomerates. The Firm advised the sellers in this process, with entailed the drafting, negotiation and execution of share purchase agreements of the shares of Almacenar, its parent company and its affiliates, as well as counseling on obtaining the transaction’s permit before the Financial Superintendence of Colombia. Additionally, the Firm advised on the legal and tax structuring for the transaction and its closing.
  • SODIMAC S.A.: The Firm was the Client’s legal advisor throughout the process of obtaining the Superintendence of Finance authorization for issuing the bonds required. The Firm participated in the structuring of the transaction (with Banca de Inversión Bancolombia), acted on behalf of the Client before the Financial Superintendence of Colombia, and reviewed all documents required for the transaction approval (prospectus, notices and requirements, among others).
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Education

  • 1966 – Lawyer, Universidad Colegio Mayor de Nuestra Señora del Rosario, Bogotá, Colombia
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Memberships

  • Arbitrator of the Bogotá Chamber of Commerce
  • He was Member of the Board of Directors of the International Academy of Succesal and Trust Law –TIAETL-
  • Member of the Reform Commission of the Financial Sector created by the Government in 1982
  • He was President of the Rosarista Club
  • He was Coordinator of the Study Committee of the “Financial Sector” in the campaign of President Gaviria
  • He was President of the Colombo-French Chamber of Commerce and Industry
  • He was President of the “Metropolitan Club”
  • He was Judge in numerous Arbitration Courts
  • He was Member of the G-3 Convention (Colombia, Mexico and Venezuela)
  • He was President of the European Circle of Bogotá
  • Corresponding Member of the Colombian Academy of Jurisprudence and Member of its Legal Analysis
  • He has been Counselor for the Universidad Colegio Mayor de Nuestra Señora del Rosario during two periods
  • He was Co-judge of the Constitutional Court
  • He was Advisor of the Ministry of Finance and Public Credit in the current Financial Reform
  • Member of the Colegio de Abogados Comercialistas
  • Member of the Colombian Association of Insurance Law –ACOLDESE-
  • Member of the Colegio de Abogados Rosaristas
  • Member of the Board of Directors of the Banco de Colombia (1984-1985)
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Publications

  • Author, "The Anglo-Saxon Origins of the Latin American Trust", Oxford Business Law Blog, Commercial Law, Research, Oxford University, September 25, 2017
  • Author, “Trust Agreements – Its significance in Latin America”, Editorial Legis S.A. Bogotá, 1st Edition, 2017
  • Author, “The Trustee´s Responsibility”, The Haya Convention on the trust and the French Law Project on Trust, Ediciones Rosaristas, 1st Edition, Biblioteca Jurídica Diké, April 1997
  • Author, “Actuality and Future of the Trust in Mexico”, Instituto Fiduciario Bancomer, México, 1977 (Collective)
  • Author, “Banking Contracts – Its significance in Latin America”, Editorial Legis S.A. Bogotá, 6th Edition, 2009
  • Author, “Trust Agreements – Its significance in Latin America”, Editorial Legis S.A. Bogotá, 2nd Edition, April 2005
  • Author, “Contemporary Financial Law Topics” Universidad del Rosario, April 2006 (Co-editor)
  • Author, “The Fiduciary Business in Colombian Banking Legislation”, Universidad del Rosario Thesis, 1968
  • Author, “Interbank Operations”, Board of Governors of the Latin American Federation of Banks, Caracas, Baking Association of Colombia, August 1971
  • Author, “The Savings and Housing System and the Financial Organization”, Chamber of Commerce of Bogotá Magazine, No. 9, December 1972
  • Author, “The Trust in Colombia”, Cuadernos 11 Biblioteca Felabán,1981
  • Author, “Financial System Reforms”, X Symposium of the Asociación Bancaria, published in the book “The Financial Sector: Structure, Development and Perspectives”, Medellín, September 1982
  • Author, “Factoring Contract – Documentary Credit Contact”, published in the book “Colombian Commercial Law”, Chamber of Commerce of Medellín, Law School from Medellín, 1985
  • Author, “Factoring and Discount”, published in the book “Colombia Commercial Law”, 5th Edition, Chamber of Commerce from Medellín, Law School from Medellín, Legal library Dike,1987
  • Author, “Peculiarities of the Trust Mercantile in Colombia”, Memories of the Joint Meeting of Trustees Mexico-Colombia from the Mexican Association of Banks, 1987
  • Author, “Feign Investment in the Financial Sector”, Felabán Magazine, No. 68, June 1988
  • Author, “Privatization of the French Bank”, Universidad Colegio Mayor de Nuestra Señora del Rosario Magazine, No. 544, Volume 81, October-December 1988
  • Author, “Contemporary Trends in Banking Recruitment”, Felabán Magazine, No. 75, December 1989
  • Author, “The Recent Evolution of the Trust in Colombia”, Banking Superintendence Magazine, No. 4, July 1989
  • Author, “The Trust or Fiduciary in the Private Law Code Project”, published in the book “Modern Trends in Civil Law. Proposals to reform civil legislation", Editorial Temis, Bogotá,1989
  • Author, “The Banking Operation Report”, published in the book “Modern Concepts of Commercial Law”, Law Library Diké, 1st Edition, Medellín, 1990
  • Author, “Financial Reform and Commercial Law”, Universidad Colegio Mayor de Nuestra Señora del Rosario Magazine, No. 555, 1991
  • Author, “The New Ways of Trust Services”, Memories of the 2nd Symposium of Senior Banking Management of the Universidad EAFIT, Medellín, 1991
  • Author, “The Banking Contracts and the 20 years of the Commercial Code”, published in the book “Evaluations and Perspectives – 20 years of the Commercial Code”, Bogotá Chamber of Commerce, August 1992
  • Author, “Global Banking Policy”, published in the book “Insurance Essays”, Fasecolda, Bogotá, 1992
  • Author, “Trust Institutions”, published in the book “Fundamental Notions of Trusts”, Coedited with The Association of Trustees of the Escuela Judicial Rodrigo Lara Bonilla, Bogotá, 1994
  • Author, “Modernization of Instruments and Financial Institutions, Experience in Colombia”, 1st International Forum on Finanacial Supervision of the Association of Banking Supervision Organizations of Latin America and the Caribbean, Superintendence of Banking and Insurance of Peru, Lima, Perú, 1996
  • Author, “Financial Reforms in Latin America”, Actualidad Económica Magazine, San José, Costa Rica, April 24, 1997
  • Author, “Financial Reforms in Latin America”, Banking Supertintendence Magazine, No. 30, March 1997
  • Author, “The Basilea Committee and the Banking of Developing Countries”, Legal and Financial Bulletin of the Banking Association and Financial Entities of Colombia, No. 926, September 22, 1997
  • Author, “The Mercantile Trust in Colombia: Relations with the Mexican Trust”, published in the collective book “Present and Future of the Trust in Mexico”, Bancomer Trust Institute, October 1997
  • Author, “The Trustee´s Responsibility”, La Academia Colombiana de Jurisprudencia Magazine, No. 309, Work submitted to be received as Corresponding Member of the Colombian Academy of Jurisprudence, September 1996
  • Author, “Civil Liability of the Company Administrators”, Banking Superintendence Magazine, No. 33, March 1998
  • Author, “Civil Liability of the Company Administrators”, Colombian Academy of Jurisprudence Magazine, No. 312, November 1998
  • Author, “Reflections on Possible Reforms to the Mercantile Fiduciary Regime”, Jurisconsulta del Colegio de Abogados Comercialistas Magazine and the Chamber of Commerce, No. 2, 1999
  • Author, “Basilea Critical Reflections on Some Fundamental Principles”, Legal and Financial Bulletin, Banking Association and Financial Institutions of Colombia, No. 1.002, April 5, 1999
  • Author, “Restricted Commitment Clause”, Academia Colombiana de Jurisprudencia Magazine, No. 313, May 1999
  • Author, “Some Reflections on the Financial Crisis”, Private Law Magazine, Universidad de los Andes, Faculty of Law, No. 24, April 2000
  • Author, “Legal Expert´s View on the Adjustments of the Colombian Financial System”, XVIII Fibafin International Congress, November 2003
  • Author, “The Obligation to Repair and the Fiduciary Responsibility”, Academia Colombiana de Jurisprudencia Magazine, No. 326, August 2004
  • Author, “Reflections on the Book and Evolutions of Banking Contracts”, article published in “Contemporary Financial Law Topics”, Universidad Colegio Mayor de Nuestra Señora del Rosario, Faculty of Law, Bogotá, 1st Edition, April 2006
  • Author, “The Commercial Trust in Latin America”, Derecho Bancario y Bursátil Magazine, 102, Banking and Stock Documentation Centre, Editorial Lex Nova Madrid, year XXV, April-June 2006
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