Alexandre Couto Silva is the founding partner of Couto Silva Advogados. With a focus on publicly and closely held corporations, he specialises in corporate law, M&As, transfers of control, and the sale or purchase of minority stakes. He advises clients in structuring groups of companies, and advises companies in their relationships with investors and business partners. He assisted clients in important arbitration proceedings involving corporate law and disputes among shareholders. He has a law degree, a doctorate and a master’s degree in corporate law from the Federal University of Minas Gerais (UFMG); and a business management degree from the Pontific Catholic University of Minas Gerais (PUC-MG). He is a member of the Brazilian Bar Association (OAB) (Rio de Janeiro, Minas Gerais, São Paulo and Brasília sections) and the Instituto dos Advogados do Brasil - IAB. His native language is Portuguese, and he is fluent in English.
Questions & Answers
Thought Leaders 2020 - Interview with Alexandre Couto Silva
Describe your career to date
I have always had a passion for law. I graduated in 1990 with a BA in management from business school, and in 1993 from law school. These are the areas of knowledge that brought me to corporate and M&A law. Since then, I have acquired a solid background in law through studying and working alongside the best scholars and lawyers in Brazil. In 2012, I decided to set up a boutique law firm focused on a tailor-made approach for each of our clients.
What do you enjoy most about being a lawyer in your practice area?
Besides enjoying applying the knowledge of law itself in day-to-day transactions, the thing that I savour the most is being in the negotiation process with the parties involved and discussing the terms and conditions applicable to M&A transactions, especially when you have, as a lawyer, the possibility to create value for your clients and for the transaction itself. Another thing that I like about being a lawyer is defending the rights of clients on an arbitration proceeding, especially in relation to corporate and M&A. At the end of the day, I appreciate seeing my clients understand that my contribution has created value for them – this is sheer bliss.
What is the most challenging case or transaction you have ever worked on and why?
I have worked on a number of complex M&A transactions. One I remember involved 16 publicly held telecom companies with a lot of minority shareholders’ rights to deal with. Another complicated one involved two publicly held holding companies controlled by the same group, with a huge dispute between controlling and minority shareholders. More recently, I had a different challenge that involved a pharmaceutical company and a supplier of hygiene products during the coronavirus pandemic. Firstly, I had to negotiate an exception for covid-19 in the normal course of business and MAC/MAE clauses. In addition, it was complicated to negotiate the transactions without face-to-face meetings and with several communication barriers. I had to work with people who were not open to new ideas, in a complex environment in which some key people for the deal were not available or accessible. I also faced tactical barriers as some parties in the negotiation had an aggressive stance, narrowing the issues instead of broadening the scope of the negotiation. I successfully navigated all these issues by asking for time to coordinate and align the team’s ideas in the middle of the negotiation, and agreeing on a set date beforehand on which to sign the documents of the deal. This encouraged all parties to push through when a challenge arose, and to finally close the deal.
What are the greatest challenges for lawyers in your practice area in your country this year?
The greatest challenge for lawyers in the corporate and M&A area is the increased complexity of deals, which now require multidisciplinary knowledge and a wide-ranging approach, including knowledge of corporate law; accounting; tax; contracts; capital markets and antitrust regulation; and negotiation. In Brazil specifically, we face challenges that are impacting the business landscape: complicated government policies, as well as political and economic instability. However, as I said previously, the biggest challenges at this very moment are to have negotiations that are not face-to-face; and to have to work out the MAC/MAE clause and the normal course of the business clause in order to avoid an exception or a breach of contract due to the effects of covid-19.
How do you expect your practice to evolve over the next five years?
I expect the corporate and M&A practice to evolve over the next five years in order to deal with more and more complex deals with multiparty interests in deals, multidisciplinary knowledge and a wide-ranging approach. The lawyer involved in corporate and M&A deals has an important role, which is to achieve the goals of the parties involved in the transaction – any mistake can pull the deal apart.
What do clients look for when selecting you as a lawyer?
Frankly, I believe that clients look for us because we pay close attention to the deal and any detail that is required. We also dedicate time and discuss new ideas to make the deal happen. Sometimes, for some clients, it is the first time they have done an M&A transaction and it is the deal of their lives. As a lawyer, I can contribute with the experience that I have had over the years and make it a success.
How would you like to see your law firm develop in the coming years?
I would like to see my law firm grow in the coming years, with a team of lawyers that works with excellence and without losing the boutique-law-firm focus on the tailor-made approach for each of our clients.
You have enjoyed a very distinguished career so far. What would you like to achieve that you have not yet accomplished?
I would like to teach again so I can give back to others with the experience I have accumulated over these years. Another thing that I would like to do is become a board member on one or two organisations, so that I can face new challenges and also contribute with my experience and views.