About the Editors:
Beatriz Franco is an Executive Director at J.P. Morgan Securities Inc. in the Debt Capital Markets – Emerging Markets group. Prior to joining J.P. Morgan, Ms. Franco was an associate at Simpson Thacher & Bartlett in the Capital Markets group and at Pinheiro Neto-Advogados (Brazil) in the corporate group. She serves on the board of Behind the Book, a non-profit organization and is a coordinator of IBRADEMP–New York.
Daniel Kalansky is a Partner at Motta, Fernandes Rocha Advogados, where he focuses on M&A, capital markets, corporate and debt restructuring. He is the Founding Member and Vice-President of the Brazilian Institute of Business Law – IBRADEMP. His previous work experience includes Covington & Burling LLP (New York), Holland & Knight LLP (New York) and Trench, Rossi e Watanabe Attorneys at Law associated with Baker & McKenzie (São Paulo). He is the author of several articles published in periodicals and law journals and is also the author and the coordinator of the book: Direito Empresarial: Aspectos Atuais de Direito Empresarial Brasileiro e Comparado.
Bianca Soares is a lawyer in the banking group of the New York office of Allen & Overy LLP. Her practice focuses on international business and finance transactions (including trade and project finance). Prior to joining Allen & Overy, Ms. Soares was a foreign attorney in the Global Finance group of Nixon Peabody LLP in New York.
Rodrigo V. Vella is a Founding Partner of Vella Buosi Advogados. Mr. Vella’s practice focuses on corporate transactions, including mergers and acquisitions, capital markets, banking, and financing transactions. Prior to founding Vella Buosi Advogados, he worked as an associate of Proskauer Rose (New York), Cleary Gottlieb Steen & Hamilton (New York), Tozzini, Freire, Teixeira e Silva Advogados (Sao Paulo), Freitas e Leite Advogados (Sao Paulo) and as in-house counsel at the investment bank Banco BBA–Creditanstalt S.A., currently known as Banco Itaú BBA S.A. (Sao Paulo). Mr. Vella is a director of IBRADEMP – responsible for the start-up of its activities in the United States.
About the Contributors:
Pedro Aguiar De Freitas has been the General Counsel for Companhia Vale do Rio Doce – CVRD since 2002. Prior to joining CVRD, he served as General Counsel for Brasil Telecom and as General Counsel for Odebrecht, both in São Paulo. He worked as Senior Counsel for the International Finance Corporation in Washington D.C., and as an Attorney with Baker & McKenzie’s law offices in Brazil and the United States. He is Vice-Chair of the Corporate Counsel Forum and Membership Officer of the Natural Resources Committee of the International Bar Association (IBA) and Vice-Chair of the Legal Committee of the American Chamber of Commerce for Brazil, and a Member of the Advisory Board of the British Chamber of Commerce and Industry in Brazil.
William T. Allen is Jack Nusbaum Professor of Business & Law and director of the NYU Pollack Center for Law & Business at New York University. His research interests are in corporate law and governance and he has published books and articles on these subjects. He is a fellow of the American Academy of Arts and Sciences.
Alexis Alvarez is an Attorney with the law firm of Hughes Hubbard & Reed LLP in New York.
Rodney Alves is an Attorney and Advisor with ManattJones Global Strategies, LLC, a subsidiary of Manatt, Phelps & Phillips LLP, in Los Angeles. He focuses his activities on corporate and finance matters. He is the coordinator of the California chapter of IBRADEMP.
John W. Anderson, Jr. is a Attorney in the New York office of White & Case LLP, specializing in international finance and project financing, including cross-border offerings of debt and equity securities. He is a member of the New York and Brazil (São Paulo) Bars.
S. Wade Angus is a Partner in the M&A and private equity practice at Weil, Gotshal & Manges LLP and heads the firm’s Brazil practice. He has a diverse corporate practice with an emphasis on cross border mergers & acquisitions, private equity, joint venture, and restructuring transactions. Mr. Angus serves on the Trade and Investment Committee of the Brazilian-American Chamber of Commerce and has written a number of articles in the area of cross-border M&A and private equity.
Paulo Cezar Aragão is Partner of Barbosa, Müssnich & Aragão Advogados in São Paulo, Rio de Janeiro and Brasilia (Brazil). He was a former Law Professor of Gama Filho University; Associate General Counsel and General Counsel at the Brazilian Securities and Exchange Commission and General Counsel and Director of the Brazilian American Chamber of Commerce. Currently, he is the Vice-Chair of the Arbitration Chamber of the São Paulo Stock Exchange (BOVESPA) and also a member of the International Arbitration Commission of the International Chamber of Commerce (ICC).
Emil Arca is a Partner, resident in the New York office of the international law firm of Dewey & LeBoeuf LLP, where he leads the emerging markets structured finance practice. He serves on the New York Advisory Board of the Brazilian Institute of Business Law (IBRADEMP) and is active in planning programs for the Brazilian-American Chamber of Commerce.
Donald E. Baker is a Partner of White & Case based in São Paulo, having relocated there in 1997 to open the firm's Brazil office. Mr. Baker is regularly involved in cross-border offerings of debt and equity securities by Brazilian and other Latin American issuers.
Marcelo S. Barbosa is a founding Partner of Vieira, Rezende, Barbosa e Guerreiro, and is Co-Head for the firm’s corporate and mergers & acquisitions practices. Mr. Barbosa has taught corporations law and has lectured at Fundação Getulio Vargas (Rio de Janeiro) and Ibmec Law School (Rio de Janeiro and São Paulo).
Renato Berger is Head of Tozzini Freire Advogados’ Legal Quality Committee. He is responsible for providing legal advice on issues faced by the different practice groups of the firm.
João Vicente Camarota is an Attorney in the Latin American practice group of Shearman & Sterling LLP, New York office, and a senior associate in the capital markets practice group of the Brazilian law firm, Mattos Filho, Veiga Filho, Marrey Jr. and Quiroga Advogados.
Adriano Castello Branco is an Attorney in Davis Polk & Wardwell’s corporate department. He regularly participates in capital markets and business combination transactions involving Latin American companies.
Richard J. Cooper is a Partner based in the New York office of Cleary Gottlieb Steen & Hamilton LLP. His practice focuses on domestic and international mergers and acquisitions, restructurings, and leveraged finance (including project and acquisition finance).
Adriana Cortese Julião is an Attorney in the corporate and capital markets department of Machado, Meyer, Sendacz e Opice Advogados in Brazil.
Peter V. Darrow is a Partner in the New York Office of Mayer Brown LLP. He is Co-Head of the firm’s Latin American practice, and advises issuers and underwriters in connection with offerings of debt and equity securities in the international capital markets, and also specializes in advising companies and financial institutions in connection with private equity investments and structured financing.
Marina da Silva Prado is an Attorney with the law firm Souza, Cescon Avedissian, Barrieu e Flesch. Her fields of expertise are mergers and acquisitions, corporate law, capital markets, foreign investments, and contracts.
Rodrigo de Moraes Salles is a foreign Attorney in the New York office of K&L Gates and practices in the area of derivatives, finance, and corporate law.
Joaquim de Paiva Muniz is local Partner of Trench, Rossi & Watanabe – associated with Baker & Mckenzie, and responsible for arbitration practice in Brazil. He was a professor of arbitration and mediation for the post-graduate courses of FGV University.
Leonardo Di Cola is an Attorney in the Latin American practice group of Proskauer Rose LLP, New York office, and an Attorney in the capital markets practice group of the Brazilian firm Mattos Filho, Veiga Filho, Marrey Jr. and Quiroga Advogados.
Lúcio Feijó Lopes is the managing Partner of Feijó Lopes Advocacia, where his practice is focused on capital and financial markets, merger and acquisitions, and corporate governance. He is a coordinator of the Porto Alegre office of IBRADEMP, and the Group for Capital Markets Studies at Catholic University (PUC/RS).
João Carlos M. Ferraz is Treasurer at Petrobras, the Brazilian National Oil Company, and the sixth largest oil company worldwide, where he manages the cash strategies and finance operations. He has 28 years of experience in the oil industry, working in different areas and performing diverse roles and activities, such as designing, constructing, operating, and managing offshore platforms and industrial installations.
Rafael Figueiredo is an international Attorney in the Los Angeles offices of Quinn Emanuel Urquhart Oliver & Hedges LLP, where he acts for Fortune 500 companies and multinational conglomerates in complex business litigation and arbitration cases of both domestic and international scope, primarily in the areas of corporate, environmental, intellectual property, securities, and finance. He is the coordinator of the California Chapter of IBRADEMP.
Marcos Rafael Flesch is a member of ABRASCA – the Brazilian Association of Publicly Held Companies. He is a Member of the Board of Fundação Visconde de Porto Seguro. His professional experience includes: founding Partner of the law firm Souza, Cescon Avedissian, Barrieu e Flesch; and Attorney with the law firms of Simpson Thacher & Bartlett and Brown & Wood.
Otto Eduardo Fonseca de Albuquerque Lobo is a Partner at Motta, Fernandes Rocha Advogados (MFRA). His main areas of expertise are corporate law and M&A; oil and gas; project finance; commercial and general litigation; as well as bankruptcy and reorganization (including advice to debtors, creditors, and trustees). He is the advisor to the government of El Salvador on bankruptcy matters and has worked on the draft of the new El Salvadorian Bankruptcy Law.
Isabel C. Franco is a Senior Partner of Demarest e Almeida in Brazil. Ms. Franco was also a former chair of the Section of International Law of the New York State Bar Association and actively participates in the American Chamber of Commerce in São Paulo (Amcham) where she is a member of the Board of Directors.
Dalmau García is an Attorney based in the New York office of Cleary Gottlieb Steen & Hamilton LLP. His practice focuses on corporate transactions in Latin America, including mergers and acquisitions, joint ventures, capital markets transactions, and debt restructurings.
Manuel Garciadiaz is a Partner in Davis Polk & Wardwell’s corporate department. He regularly advises U.S. and non-U.S. clients on capital markets transactions, mergers and acquisitions, structured and project financings and debt restructurings, primarily in Latin America.
Sofia Grafanaki Fasouli is an Attorney in the corporate department at the law firm of Hughes Hubbard & Reed LLP in New York.
Andrew B. Jánszky is a Partner at Shearman & Sterling and the Co-Head of its São Paulo office. His practice focuses on representation of Brazilian and U.S. companies in the areas of capital markets financing, mergers and acquisitions, private equity, joint ventures, and other corporate matters. He headed Shearman & Sterling´s worldwide capital markets practice from 1997 to 2000,
Diane G. Kerr is a Partner in Davis Polk & Wardwell’s corporate department. She represents U.S. and non-U.S. clients in mergers, acquisitions, joint ventures, and other business combination transactions, emphasizing cross-border and other international transactions. She also provides general takeover and takeover defense advice and advises on corporate financing transactions.
Rubén Kraiem is a Partner at Covington & Burling LLP. He has over 25 years experience as a transactional lawyer, focusing principally on projects in Latin America, where he advises clients in the financial services, technology, communications, and natural resources industries with respect to transactional and other activities, ranging from private equity projects to strategic acquisitions and corporate finance. Mr. Kraiem also Co-Chairs Covington & Burling’s carbon markets, climate change and clean technology practice. Since 2006, he has been an adjunct professor at the Fordham Law School, where he teaches a course on climate change law and policy. Mr. Kraiem was elected to the Board of Trustees of the Natural Resources Defense Council (NRDC) in 1994.
Martin Lipton is a founding Partner of Wachtell, Lipton, Rosen & Katz. He specializes in advising major corporations on mergers and acquisitions and matters affecting corporate policy and strategy, and has written and lectured extensively on these subjects. Mr. Lipton is chairman of The Board of Trustees of New York University, a trustee of the New York University School of Law (Chairman 1988-98), a member of the Council of the American Law Institute, and a director of the Institute of Judicial Administration.
Laura Mendes Bumachar is an Attorney with Barbosa, Müssnich & Aragão Advogados. Her practice areas are: bankruptcy law and civil litigation.
Gustavo Moraes Stolagli is a corporate Attorney at Veirano Advogados, based in São Paulo. His practice areas include corporate governance, mergers and acquisitions, local and international financings, and securities law issues. He is the secretary of the Board of Directors of the Brazilian Institute of Corporate Governance (IBGC).
Carlos Motta is a senior Attorney in the Corporate and Capital Markets Department of Machado, Meyer, Sendacz e Opice Advogados in Brazil, where his practice is focused on mergers and acquisitions (M&A) and capital markets. He has been involved in many recent IPO deals that have occurred in the past five years in Brazil, being one of the most experienced lawyers in that field.
Anthony R.G. Nolan is a Partner in the New York office of K&L Gates and practices in the area of derivatives, structured products, and securitization. He is the Chair of the derivatives subcommittee of the New York City Bar Association’s structured finance committee and is the Vice-Chair of the securitization and derivatives subcommittee of the American Bar Association’s commercial financial law committee.
Mariana Pargendler is an Attorney in the M&A and private equity practice at Weil, Gotshal & Manges LLP, where she has worked on several U.S. and cross-border M&A and private equity transactions.
Paulo Penalva Santos is a Partner at Motta, Fernandes Rocha Advogados (MFRA) in Brazil. His main areas of expertise are corporate law, bankruptcy law, and civil and commercial litigation. Mr. Santos is co-handling Brazil’s first major recovery procedure under the new Brazilian Bankruptcy Code enacted in 2005, the Varig Airlines recovery procedure.
Ecio Perin, Jr. is the Head of the business reorganization team of Felsberg, Pedretti, Mannrich e Aidar Advogados e Consultores Legais. He is the President of the Brazilian Institute of Business Law – IBRADEMP and is a Professor of Commercial Law at the Pontifical Catholic University of São Paulo – PUC/SP.”
Luis Peyser is a senior Attorney at Unibanco’s legal department. He was a former assistant Professor of business law at Pontificia Universidade Catolica–São Paulo. He is a founding Member and the Executive Director of the Brazilian Institute of Business Law (IBRADEMP).
Antonio N. Piccirillo is a Partner in the Latin American practice group of Proskauer Rose LLP and the Head of the firm’s São Paulo office. Prior to joining Proskauer Rose, he was a Partner in the Latin American practice group of Mayer, Brown, Rowe & Maw LLP. His practice focuses on corporate, securities, and financing transactions in Latin America, especially Brazil, representing companies and financial institutions.
Renato Poltronieri is a Partner of Demarest e Almeida in Brazil. He holds the position of assistant to the presidency of the IV Ethics and Discipline Court of the São Paulo State Bar (OAB/SP). He is also the author of many published books on administration and regulation law.
Guilherme F.C. Ribas is Head of Felsberg e Associados’ antitrust practice, the focus of which is on cartel investigations, merger control filings, and compliance. He was formerly the Head of the Antitrust Violations Investigation Department (agriculture and industrial sectors) of the Secretary of Economic Law of the Brazilian Ministry of Justice and was responsible for the Antitrust Compliance Guidelines issued by the government in 2004.
Luke S. Richbourg is a Partner in the New York office of Mayer Brown LLP. He has also spent time in the firm’s office in São Paulo, Brazil. His practice focuses on debt and equity securities, private equity, corporate finance, and project finance transactions.
Tobias Stirnberg is an Attorney in Shearman & Sterling’s São Paulo, Brazil office. He has also spent time in the firm’s Frankfurt, Munich, and New York offices and has worked on a wide range of U.S. and cross-border debt and equity capital markets offerings.
Syllas Tozzini is a founding Partner of Tozzini Freire Advogados. In addition to overseeing the firm’s corporate practice, he specializes in mergers and acquisitions, transnational contracts, and asset planning. He has more than thirty years of experience assisting companies with joint ventures and corporate mergers, acquisitions, and sales and has in-depth knowledge of the regulation governing corporate, tax, and asset planning matters.
Flávio Tudisco is currently part of the legal department of one of the leading Brazilian banks and is a member of the Instituto Brasileiro de Direito Tributário (IBDT).
Ricardo C. Veirano is a corporate Partner at Veirano Advogados, based in São Paulo, and a member of his firm’s Executive Committee. He represents investors – especially private equity funds – in matters of corporate governance, mergers and acquisitions, joint ventures, local and international financings, and securities law issues. He is a member of the Executive Committee of the Brazilian Institute of Corporate Governance (IBGC) He is also a vice-chairman of the M&A Subcommittee of the IBA Securities Committee.
Eduardo Vidal is Co-Chair of the Latin America practice group at the law firm of Hughes Hubbard & Reed LLP in New York. He has experience in international corporate transactions, including capital markets offerings, cross-border mergers and acquisitions, syndicated loan financings, private equity investments and financial restructurings. Mr. Vidal has advised local companies, multinational corporations and international financial institutions throughout Latin America.
Ricardo E. Vieira Coelho is a corporate Partner at the Rio de Janeiro office of Pinheiro Neto Advogados. His practice focuses on corporate finance in general, including project finance, oil and gas, energy, banking and credit transactions. He is a member of the Brazilian Bar Association, the Brazilian Airspace Law Association, and Vice-President of the Brazilian Finance Executives Institute–IBEF.
Jonathan Walcoff is Managing Director and Associate General Counsel at JPMorgan Chase & Co., where he is responsible for legal support for the debt capital markets businesses in the Americas.