São Paulo-based firm Souza Cescon Barrieu & Flesch Advogados strengthened its partnership with the promotion of two associates in its corporate and M&A and Antitrust and Compliance groups, respectively.
Corporate and M&A attorney Ana Carolina Passos was a member of the team that advised Portugal Telecom on Brazilian law aspects of the negotiations to form a combined entity, uniting the shareholders of Oi, Portugal Telecom, and Telemar Participações and combining the businesses developed by Oi in Brazil and Portugal Telecom in Portugal and Africa. The roughly R$16 billion deal finally closed last year. In 2012, Passos was part of the team guiding Grupo Pão de Açúcar in its corporate restructuring.
In an interview with IFLR1000, Passos said she has observed several trends in Brazil's M&A and corporate markets.
“Companies are taking a long-term perspective about the country and investments made and have made adjustments in the evaluations of the roles of investors in partnerships, especially private equity companies,” she commented. “I have also seen new a due diligence approach, incorporating international practice standards, stimulated by the enactment of the new Brazilian anti-corruption legislation, which came into effect in the beginning of 2014.”
Passos added that in 2015, M&A activity should continue to grow despite the current political and economic difficulties, “although investors will certainly tend to be more cautious, forcing M&A lawyers to be even more creative in order to accommodate and address clients’ concerns and expectations in transactions.”
Competition and antitrust specialist Ricardo Gaillard played a role in several of the firm’s deals over the last 14 months. Gaillard was part of the team that assisted Portugal Telecom on the antitrust approval of the merger with Oi SA to form a trans-Atlantic carrier. The $15.7 billion deal wrapped in January 2014. Gaillard and his colleagues advised Royal Dutch Shell on a transaction in which Shell and India’s ONGC have exercised their rights to buy Petrobras’s stake in an offshore oil block in Brazil. The $1.64 billion transaction was finalized in November 2013. Gaillard acted as counsel to Adia, Bionovis, Companhia Brasileira de Distribuição, Via Varejo, and Shell Brasil.
Brazil recently enacted a Clean Company Act, which “holds companies responsible for the corrupt acts of its employees and establishes strict liability for those corrupt acts," according to the Business Anti-Corruption Portal, a website managed by a Danish consulting firm with the support of European governments. Gaillard said that he is ready to help clients with compliance programs and investigations issuing from the act. He is duly certified by the Compliance Certification Board as a compliance and ethics professional.
“Clients are seeking advice to implement effective compliance programs in Brazil – and not only a copy of the ones developed by their parent companies abroad, as well as the conduction of internal investigations to understand whether any contingency is identified,” he said. “Overall, clients are adapting themselves to a new business environment in Brazil, in which such tools gain relevance.”
According to Gaillard, 2015 looks to be more productive for competition and compliance attorneys.
“2014 was already a busy year for competition and compliance attorneys in Brazil and we believe those areas will continue to be key in 2015,” he said. “At one side, CADE shall continue boosting cartel enforcement, especially through immunity agreements. At the other, besides the continuity of preventive measures, such as the development of compliance programs, we expect that the Clean Company Act will be finally regulated by the Federal Government and new formal proceedings initiated by the correspondent authorities.”
