Top-notch firm in determined expansion
Veirano Advogados spent 2016 catching its breath after a five-year internal restructuring process aimed at elevating it to among the very elite firms in the market. Between 2012 and 2013, the firm went on a head-spinning lateral hiring spree to diversify its practice base and bring more transactional élan to what had been a comparatively sleepy, Rio-centred and projects-focused firm; a physical move to sophisticated offices in São Paulo also raised eyebrows from rivals. There was more fundamental change in 2014, as the firm moved its partner compensation from an “eat what you kill” model to the modified lockstep which is quickly becoming the norm across the market. In 2015, the firm underwent the costly step of redesigning its associate compensation system to treat them as full employees (and therefore incur heavy social security and other employment benefit costs) to bring the firm in-line with best practice and move away from the “partnership” model favoured by many small and medium-sized Brazilian firms. Naturally, with such a substantial restructuring programme leaving no aspect of the firm untouched, not everyone was happy with the changes, leading to 10 partners leaving the firm over the past four years. However, the firm says it is satisfied with the outcome of the programme and is already seeing tangible benefits of the changes. Fortuitously for the firm’s bottom line, the slimmed-down partnership headcount helped reduce costs precisely as the economy tanked and demand in several practice areas fell. Indeed, the changes are still having an impact as Brazil’s economy begins its faltering recovery; a combination of lower costs (and greater efficiency) contributed to substantially higher profits than anticipated in 2016. A less tangible, but no less important, effect of the closer alignment between individual interest and firm-wide performance has been the increasing collegiality between departments when serving clients, which the firm says has helped boost the quality of service. New areas such as compliance and antitrust are expanding very rapidly, adding to a core and critical base in projects, corporate, natural resources and infrastructure – all fundamental for top-level practice in Brazil. The addition of former GC of Dutch lender Rabobank Daniela Anversa to head the capital markets practice shows the firm’s focus on that area, while two rounds of promotions at the start of 2016 and 2017 added nine new partners in the tax, litigation, administrative and corporate practices. Coupled with Veirano’s reputation among the general counsel community as being open, direct, hands-on and available, but also impressively client-focused, the firm has a solid base from which to redouble its assault on the top of the market.
Key partners: Senior partner and chairman of the board Ronaldo Veirano still looms large over the firm, bringing his wealth of experience and impeccable international credentials. In 2016, Pedro Aguiar de Freitas handed over the role of managing partner to Ricardo Veirano, following an election at the end of 2015. Two partners sit alongside Veirano the younger on the management board: Luiz Guilherme Migliora, who is responsible for the practice areas of the firm, and Rafael Gimenes, who takes the lead on marketing.
Analysis: With its restructuring complete, Veirano came under new management in 2016 with the election of Ricardo Veirano as managing partner. While a familiar family name may be once again in charge, the election makes sense within the history of the firm too; the São Paulo office has gone from a tiny outpost to the Rio-centric practice to an equal centre of power and growth under his stewardship, and bringing the Paulistano practice to the leadership is a bold but appropriate step for this Carioca firm. Indeed, the firm has been at pains to establish a modern and settled management structure and culture, with equal voting rights among the partnership and decision-making power well devolved. In line with the introduction of the modified lock-step remuneration system, a recent focus has been on fairness and transparency. Earnings between partners are now capped at 4:1 and each partner can see what the other is earning. At the junior level, the committee’s aim for 2017 is to develop an alternative career track for senior associates that are unlikely to make partner. Diversity has also become a more central consideration in recruitment at senior and junior levels. Two female and three male associates were promoted to partner in tax, capital markets, antitrust, corporate and disputes practices in 2016.
Founded in Rio de Janeiro, the firm also has a strong and growing São Paulo office, with eye-catching new offices in São Paulo and smaller outposts in Brasília and Porto Alegre.
Veirano’s client list reads like a who’s who of the biggest companies with operation in Brazil; including as it does Philip Morris, the Bank of New York Mellon, TAM Airlines, TIM and Vale.
Corporate and M&A
Key partners: Ricardo Veirano leads the corporate team and is visible leading a wide variety of deal teams across the corporate and finance spectrum; Sergio Bronstein comes highly commended by clients for his technical and analytical skills; Robson Goulart Barreto also has a very good reputation, with clients commenting on the excellent value he provides and his availability; Alberto Bragança is very highly regarded and brings blue-chip prestige to the firm; Sergio André Laclau Marques is described as a “hidden jewel” within the Brazilian business legal market by one client; and Lior Pinsky balances finance work with a broad corporate practice. Other key names are Roberto Rudzit, Carlos Lobo, Rafael Rafael Gimenes, Gustavo Moraes Stolagli, Tiago Kümmel Figueiró and senior counsel Marcos Ludwig. Barreto, Bragança, Pinsky, Ricardo Veirano, Marques, Ronaldo Veirano, Marcelo Reinecken and Eduardo Wanderley all come recommended in LACCA Approved. Paula Surerus and Julio Dubeux were promoted to partner in 2016.
Analysis: Veirano’s busy, client-commended corporate practice features a large team that boasts a clutch of M&A partners with truly stellar reputations; ensuring the firm appears on many of Brazil’s complex or highest-value transactions year after year. And 2016 was certainly no exception. A snapshot of deals handled by the firm includes assisting one of the purchasers in the acquisition of a gas pipeline network owned by Petrobras for US$5.2 billion, helping the world’s largest utility company the State Grid Corporation of China buy a stake in Brazilian power distributor CPFL Energia US$1.8 billion and giving counsel to the Carlyle Group on the Brazilian leg of its US$3.2 billion acquisition of Total’s specialty chemicals unit, Atotech. A flurry of lower profile, but no less important, M&A transactions also kept the team busy. US consumer goods company SC Johnson, car rental company Hertz, private equity funds Onex Corp and Baring Private Equity Asia, US tax compliance software company Sovos, Canadian gold miner Carpathian Gold and US Bancorp all engaged the team to either buy or sell assets in 2016. Non-transactional corporate work saw the department’s attorneys work alongside another law firm to help Brazilian retailer União de Lojas Leader and Banco Bradesco restructure the ownership of two credit card companies that supply financial services through the retail chain. Indeed, such is the demand from foreign and domestic clients, the firm finished within the top 10 for both transactional volume and value on Latin Lawyer’s M&A league tables in 2016; more than doubling its reported deal flow compared to the previous year. The firm’s impressive showing is unlikely to come as much surprise to the firm’s loyal and growing client base. This in-house counsel at a South Korean conglomerate echoes a view expressed by many others by praising the team’s “top-quality legal opinions and very complete analysis”.
Most recent deals
Antitrust & competition
Key partners: Practice head Mariana Villela, whose practice includes dispute resolution and compliance; Fabio Amaral Figueira, who comes recommended in LACCA Approved; and administrative partner Leonardo Duarte, who also does antitrust work and was promoted in 2016. Olavo Chinaglia, former acting president of CADE and a prominent figure in the Brazilian competition world, left the firm in early 2016.
Analysis: Veirano’s antitrust team regularly features alongside the firm’s M&A deal teams and has long proven its mettle on even the most complex transactions. Besides its supporting role, the department has also made increased its visibility on behavioural work, advising on several high-profile cartel investigations and leniency agreements.
Work highlights: Veirano is defending maritime logistics company Grimaldi in an investigation into an alleged global cartel for roll-on/roll-off cargo; helped telecoms company Claro submit a challenge to a joint venture between three open TV broadcasting companies; and is representing a car parts manufacturer in a cartel investigation.
Key partners: Robson Barreto is the go-to name here and Lior Pinsky and Carlos Alexandre Lobo (both in São Paulo) are also notable; Marcos Ludwig, a senior counsel in the firm, has valuable experience in this field too.
Analysis: The wave of new funds in Brazil, both local and international, are all very interested in the opportunities presented by the country’s energy industry as prices tank, and from that and a noted corporate expertise the firm has built a solid private equity practice in a range of sectors. A clutch of multibillion dollar deals kept the team busy in 2016. Private equity firms Onex Corp and Baring Private Equity Asia hired the firm to buy the intellectual property and science business of Thomson Reuters in a US$3.5 billion deal, while the team also assisted one of the purchasers that acquired Petrobras’ gas pipeline network in the country’s southeast. Regular clients include Southern Cross, Rio de Janeiro-based private equity fund Vinci Partners, the Singapore Investment Corporation and Carlyle.
Project finance & infrastructure
Key partners: Former managing partner Pedro Freitas is prominent, while his successor Ricardo Veirano also has a project finance string to his bow. Energy head Luis Pacheco and corporate partner Robson Barreto are important, while Ana Carolina Barretto has a very strong reputation also. Otavio Carneiro is noteworthy, particularly in shipyards and ports, and Tiago Figueiró also practises in the field.
Analysis: The firm is top-notch in project finance, and is seen with frequency working on the sponsor side, for which it draws upon its excellent connections with some of Brazil’s most important engineering and construction companies. The firm is external counsel for the winning consortium of the huge and controversial Belo Monte hydroelectric dam in northern Brazil, as well as to PMCC, the project company overseeing the US$3.3 billion construction of the world’s first ethanol pipeline (both consortia include regular firm client Camargo Corrêa). It is also working for another regular client, Queiroz Galvão, as part of the winning consortium in a US$9.4 billion project to construct a new subway line in São Paulo. The team is also prominent advising the lenders on big-ticket projects. A major project in 2016 saw the department’s lawyers called upon to give counsel to a syndicate of banks led by French asset manager Natixis to build the first direct undersea fibre optic cable between New York and São Paulo.
Key partners: Practice head Luis Fernando Pacheco, who is noted for his strong practice and excellent connections within the energy community; Ana Carolina Barretto, whose practice includes project finance and infrastructure; and corporate and M&A lawyer Robson Goulart Barreto. All come recommended in LACCA Approved.
Analysis: Veirano’s careful cultivation of its energy practice has resulted in a broad offering that has helped make the department a one-stop shop for a notable contingent of high-profile international and local clients. The team’s close working relationship with Veirano’s busy and client-commended corporate practice has also paid dividends in the past couple of years, helping secure a lion’s share of a recent flurry of M&A deals involving foreign companies suddenly able to afford high-quality energy assets because of Brazil’s weakening currency. Well-known regular clients include wind power company Eneva, Australian renewable energy company Pacific Hydro and US renewables developer SunEdison. Roberta Bassegio, who focuses her practice on energy and infrastructure-related project development and finance in Brazil, and Alexandre Bittencourt Calmon, left the firm to join Paul Hastings LLP and Vieira Rezende Advogados respectively in 2015.
Work highlights: State Grid Corporation of China hired the team for its 5.9 billion reais (US$1.8 billion) acquisition of a stake in Brazilian power distributor CPFL Energia, while a similar deal saw them advise IFM Investors on the local leg of the US$2.2 billion sale of Australian renewable energy company Pacific Hydro to China’s State Power Investment Corporation. The firm also advised a US conglomerate on a bid for a major public lighting concession.
Banking & finance
Key partners: Lior Pinsky, Otavio Carneiro, Alberto Bragança and Sérgio Bronstein are all noted for their finance work within broader corporate practices. Other key partners are Carlos Lobo, who focuses on capital markets work, and Marcelo Mattos, who also advises clients on maritime law. Mattos, Pinsky and Bronstein come recommended in LACCA Approved.
Analysis: Veirano has a comprehensive banking and finance practice that draws notable strength from the firm’s expertise in project finance practice, restructuring and insolvency and, of course, corporate work. Teams from across the firm are regularly convened to assist on some of the highest profile financing transactions in the market. A snapshot from 2016, for example, saw private equity fund Carlyle Group hire the firm to assist on financing associated with its US$3.2 billion acquisition of Total’s specialty chemicals unit Atotech and a syndicate of banks led by French asset manager Natixis drew on the team to provide US$500 million in funding to build the first direct undersea fibre optic cable between New York and São Paulo. Also that year, US Bancorp engaged the firm to negotiate an agreement to sell their Brazilian card payment processing joint venture to local counterpart Stone Pagamentos, after months of intense negotiation over the banks’ exit from the unprofitable venture. Embratel and Prumo Lógistica, which operates the Açu port complex, are other clients to hire the team for major projects and cases.
Insurance & reinsurance
Key partners: Practice head Fábio Figueira, who also contributes to the corporate and M&A and antitrust practices.
Analysis: Veirano’s insurance and reinsurance practice may be small, with just one partner and one associate, but it has been steadily building its visibility through its participation on a several notable cases. The department’s broad corporate practice based in Rio de Janeiro has been an important source of clients, particularly those involved in the infrastructure sector, but the duo has also won work on their own merits. Usiminas is an example of a major client, which hired the team to analyse and re-draft its internal policies.
Work highlights: The firm is assisting a private universities group on an educational insurance policy and giving counsel to a major technology company on the applicability of several articles of Brazil’s health insurance law and impact upon the health insurance plan offered to its current and former employees. It gave counsel to an Olympic committee of one of the participating nations regarding insurance policies for the period of the event held in Rio de Janeiro in 2016.
Key partners: Corporate partners Carlos Alexandre Lobo and Lior Pinsky oversee governance matters for their clients, while Alberto Bragança also has a strong reputation in the field.
Analysis: Veirano’s excellent corporate practice translates into notable strength in corporate governance work. High-profile clients hire the team for assistance in the area. Mexico’s Carlos Slim, for example, drew on the firm to merge four of his Brazilian telecoms subsidiaries as part of a complex reorganisation plan aimed at cutting overhead costs and streamlining their corporate structures to boost competitiveness.
Key partners: Practice co-head Ian Muniz, who is commended by clients for his tax, corporate and oil and gas expertise. Muniz and Filipe Carra Richter come recommended by clients in LACCA Approved. Flávio Paranhos was promoted to partner and of counsel Silvania Tognetti left to set up her own boutique in 2016.
Analysis: Veirano fields a large and highly respected tax team, with more than 40 lawyers (including nine partners) dedicated to the area. The firm’s impressive reputation in energy work means oil and gas, electricity and renewable energy companies feature prominently here too. Regular client SunEdison hired the team to advise on tax issues related to its acquisition of Renova, for example. Besides providing support to the transactional sides of the firm, the team is recognised in its own right for tax litigation work; a headline case saw the group win a decision in favour of Philip Morris over tax charged on cigarettes stolen before delivery by the manufacturer.
Work highlights: A recent headline mandate saw the team advise SunEdison on tax matters associated with its deeply complex, multistage acquisition of 11 wind power developments from Renova, which included an IPO midway through to finance the transaction. A major telecoms company also hired the firm to advise in several proceedings challenging VAT demanded by Brasília and a mining company drew on the department for assistance in a judicial litigation challenging the social contribution on net profits tax on constitutional grounds.
Key partners: Practice head Rosângela Soares Delgado, who is regularly seen handling the most complex and sensitive cases for her clients, and Rebeca Gomes, who comes recommended in LACCA Approved. Priscila Sansone became partner and Daniel Coelho left the firm in early 2016.
Analysis: Veirano’s litigation practice is both large – with six partners and 40 associates – and highly regarded. The team handles a full range of complex litigation cases on behalf of its broad and varied client base, ranging from class actions related to environmental incidents to cases involving intellectual property issues or arbitration clauses. Foreign and domestic companies from the retail, energy construction and agribusiness sectors are among those that the firm regularly assists.
Work highlights: Veirano represented EMI Records in the award calculation phase of a lawsuit filed by Brazilian Bossa Nova singer João Gilberto preventing the company producing or selling CDs featuring his artwork and seeking damages for previous, unauthorised use of his art work. The firm is also helped Australian agricultural chemical company Nufarm and two other companies reach a settlement in a class action related to environmental contamination that occurred in 2006 from irregular discharge of wastewater, and is representing a natural gas distributor in highly a complex lawsuit and counterclaim after the company’s refusal to pay additional costs related to a new pipeline led the constructor to down tools.
Key partners: Practice head José Carlos Wahle, who wins praise for his business-oriented approach and expertise in employment consulting and litigation work, Luiz Guilherme Migliora, who focuses his practice on labour litigation,and Luiz Antonio dos Santos Junior. All three come recommended in LACCA Approved.
Analysis: Five partners and 30 associates comprise this very highly regarded labour practice. The team assists an impressive roster of international and domestic companies on labour matters ranging from employment benefits and labour litigation, to union negotiations and strategic class actions. Some of the world’s biggest technology, aviation and tobacco companies feature prominently on the firm’s client list.
Work highlights: Veirano helped a well-known tech company reverse a reinstatement order preventing the dismissal of protected employees following the sale of a manufacturing facility to an East Asian rival. The team is also assisting a major tobacco company in 1,100
individual complaints and class actions related to issues, such as overtime pay, occupational diseases, equal pay for equal work and special indemnification, and giving counsel to a major airline in union negotiations and litigation related to wages and premiums, special indemnifications and working hours, among other matters.
Telecoms & media
Key partners: Alberto Bragança is the main name here, and his mega deal merging Carlos Slim’s four telecoms companies in Brazil is his standout work. Robson Barreto is another go-to name for telecoms, while younger partner Fabio Pereira co-leads the practice on the media side and draws on experience working in-house at TV Globo.
Analysis: Veirano’s telecoms team is kept readily supplied with work by a host of notable regular clients such as TIM and for Embratel. A recent focus for the department has been on expanding the firm’s profile in media, technology and internet law, in anticipation of a legal overhaul in the country.
Real estate & tourism
Key partners: Rodrigo de Castro is well regarded in real estate and draws support from Raphael Moreira Espírito Santo, who has built his real estate expertise on a tax base.
Analysis: Veirano’s supremely capable real estate practice plays a supporting role to other areas of the firm and wins notable standalone work too. The team provides top notch advice on structured or capital raising transactions involving property. Singapore Investment Corporation is a client and hired the firm to purchase a controlling stake in a São Paulo shopping mall.
Key partners: Practice head Ana Caetano, who earns glowing praise from clients, particularly for her interpretation of WTO agreements and work on WTO litigation.
Analysis: Veirano’s highly regarded trade practice is among the very best in Brazil, having built an excellent reputation off the back of its work assisting the Brazilian government at the WTO over the past 15 years. The department also advises a host of international and local companies in sectors spanning the chemical, petrochemical, consumer products, automobile and food processing industries, on matters ranging from trade remedy investigations (including dumping, countervailing duties, safeguards and anti-circumvention), import licensing and rules of origin issues. Caetano has added experience assisting foreign companies in setting up trade businesses in Brazil that are subject to trade remedy investigations or measures.
Work highlights: The firm is advising the Brazilian government and the Brazilian Electrical and Electronics Industry Association in an ongoing tax dispute brought by the European Union and Japan before the WTO. The team also represented Braskem in the dumping sunset review on imports of polyvinylchloride suspension from the US and Mexico and gave counsel to sports apparel manufacturer Puma in the sunset review of anti-dumping duties applied on imports of Chinese footwear.
Key partners: Practice head Marcelo Mattos, Otavio Carneiro and André Carvalho.
Analysis: Veirano has one of the very best maritime practices among full-services firms in Brazil, which not only allows it to run rings around its rivals, but also compete with the highly specialised boutique firms that still dominate the area. Proof of this quality can be found by looking at the department’s client books, which contain some of the sector’s best-known shipbuilders, financiers, and shipyards, not least the Atlântico Sul shipyard and port management company Prumo Logística. Reflecting the challenging environment facing many shipping companies today, a growing volume of work comes from advising clients on bankruptcy and refinancing matters, as a combination of the low global oil price and fallout from the Car Wash corruption investigation into Petrobras puts ever-more of them under financial stress.
Work highlights: The firm is currently assisting a European bank on bankruptcy, financing and contractual matters related to financing it provided to a shipbuilder for the construction of several vessels, which were subsequently cancelled. The team is also advising another European lender on a similar transaction, related to financing provided to a Panamanian company, which involves putting in place a complex guarantee structure involving two Brazilian guarantors and a security package relating to the three new vessels. On the other side of the table, the firm is also helping the joint venture of two leading players in the shipping industry obtain funds from the Marine Merchant Fund, which involved negotiations with BNDES and Banco do Brasil.
Key partners: Valdir Rocha, who comes recommended in LACCA Approved, and Fabio Pereira jointly head the practice.
Analysis: Veirano Advogados is one of the few full-service firms able to take on Brazil’s IP boutiques at their own game. The practice dates back over 35 years and today the firm has one of the larger and more diversified IP departments among its peers. Alongside the conventional services one would expect within a top-tier practice, the firm also offers more niche specialisations, including assistance on intellectual property issues relating to plant varieties, biotechnology, life sciences and pharmaceuticals. Its lawyers are also active in litigation cases and technology transfer agreements.
Work highlights: The team is helping a hotel chain to draft, revise and execute 11 franchise and trademark licence agreements related to the company’s operations in Brazil; advising a local glassware importer and exporter on a portfolio of more than 300 trademarks in Brazil and Latin America, Europe and the United Arab Emirates; and giving counsel to a luxury jewellery retailer on it trademark portfolio in Brazil, including providing close surveillance of infringements and enforcement against breaches of rights.
White collar crime and compliance
Key partners: Go-to names include Luis Pacheco, who also heads the energy practice and comes recommended in LACCA Approved, and competition litigator Mariana Villela, who regulary teams up with colleagues from the labour, tax and corporate teams as necessary. Luiz Navarro, who is a former deputy head of the anti-corruption agency of the Brazilian government, left the firm in 2016.
Analysis: With commendable foresight and some smart lateral hires, Veirano has one of the better compliance and investigations teams in the country, and is accordingly busy and prominent. Its success is partly down to the firm being already strong in infrastructure, a sector which is facing more problems than any other. The musical chairs in this competitive sector have affected Veirano too; the addition of a criminal litigator proved short lived when he was snapped up by Koury Lopes Advogados in 2015.
Analysis: Veirano is in the process of overhauling and professionalising its pro bono practice, believing, rightly, that it forms a critical part of the firm’s determined strategy to become a truly elite firm across the board. Noted corporate partner Sergio Bronstein is leading the charge, although progress to date remains somewhat limited. That is not to say pro bono is new to them – it has advised the Brazilian Symphony Orchestra of Rio de Janeiro for seven years on a pro bono basis, providing assistance on a range of matters, such as work visas for foreign musicians. Pedro Freitas is also a key member of Instituto Innovare, which aims to improve bureaucracy within the country’s judicial system by rewarding and celebrating initiatives that improve efficiency.
Key partners: Ana Luci Grizzi leads the department and has a focus on advising healthcare companies.
Analysis: Veirano has a noted environment team that provides strong support for the corporate practice. Representative work ranges from providing an environmental risk assessment for an international private equity investor considering investing in a polluting industry, to advising a logistics company accused of polluting the environment.
Work highlights:Recent work saw the team help a chemical company comply with environmental emissions rules outlined in the Montreal Protocol, advise a producer of petroleum coke and sulphur products on environmental management rules on solid waste, wastewater and air emissions,and give counsel to a motorcycle manufacturer on environmental matters associated with the installation of new factory.
Mining & metals
Key partners: Practice head and of counsel Carlos Castro, practice coordinator Pedro Garcia and Pedro Freitas, who counts previous experience as general counsel of Vale.
Analysis: The wealth of talent contained within Veirano’s mining practice has long positioned the department among the very best in the country. Careful attention to developing the area and some well-considered lateral hires have given the department a potent combination of strength in breadth and depth of knowledge few other firms can match. Clients describe the firm as a proven ally on major transactions, such as acquisitions and project finance deals, or sensitive cases, such as administrative and judicial disputes. Australia’s Iluka Resources, Canada’s Carpathian Gold, India’s Fomento Resources and Glencore Xstrata are a snapshot of the international clients on its books and hint at the department’s reputation beyond Brazil’s borders.
Work highlights: The firm is advising a European hydroelectric company on the acquisition of a Brazilian mining company, which required the team to conduct complex due diligence on the mining assets and advise its clients on environmental, tax, corporate, contracts, financing, IP and real estate matters, among others. The team is also representing a London-based private equity group Greenstone Resources in its investment in copper miner Avanco Resources and advising Aura Minerals in the acquisition of a company affiliated with Yamana Gold.