Vicente Lines is the regional managing partner for ARIAS, Central America’s first consolidated law firm with offices in Guatemala, El Salvador, Costa Rica, Nicaragua, Panama and Honduras.
He is admitted to the Costa Rican and New York Bar and holds a Master of Laws from Georgetown University. With two decades’ experience in transactional matters, Vicente advises in M&A, corporate structuring and corporate lending. In business combinations, Vicente has acted for local and international investors in the mass consumption, auto retail, beverage, telecommunications, energy and software industries, among others. Apart from his transactional practice, Vicente actively advises clients in infrastructure financing and regulatory matters related to telecommunications and technology areas. He has been associated with Arias since its regional launch into the Costa Rican market in 1998 and has been a partner since 2001.
Questions & Answers
Thought Leaders 2024 - Interview with Vicente Lines
Can you briefly describe your career highlights to date?
I have had the opportunity to participate in multiple transactions over the past two decades of my career. I especially appreciate those in which our law firm has showcased its regional capacity.
More than a decade ago, I was personally able to participate in three transactions related to the beverages and packaged foods industries, which were particularly interesting from the perspective of continuity of the sizeable operations, production, distribution and sales of products throughout Central America. In one of those transactions, our team contributed by giving a single contractual and implementation framework to the sale of two very different businesses with an impact in Costa Rica and Guatemala, where their operational bases were, but also in all six Central American countries.
I am also particularly proud of our team’s work in a recent acquisition of a distributor of petrochemical products. In this case, we contributed significantly to the coordination of work with allied law firms in jurisdictions not covered by our regional footprint. Our firm worked closely with the buyer’s team, including a leading New York law firm and the private equity fund related to the acquisition, and with sellers’ counsel. In this case, we again were able to translate and homogenise the information related to the target company’s operations in a very effective manner, focusing and prioritising key issues related to the operations, and overcoming timing constraints.
What do you enjoy most about being a lawyer in the field of corporate and M&A?
There are two things that I most enjoy in the field of M&A: first, learning about different industries as a function of customising transactions to specific needs of the plans and business strategies of our clients; and second, bringing in new talent from our team into transactions, guiding and supervising them, and watching how their contributions grow in quality and quantity as they acquire experience. Many times, I find myself learning from our younger team members, who bring in a fresh perspective on how to do the work.
What was the most challenging case or transaction you have ever worked on and why?
Two challenging transactions come to mind: in one of them, almost 20 years ago, we participated in the leveraged sale and franchise restructuring a major, LatAm-wide chain of fast-food restaurants. This transaction was very complex and coordinated by a Florida-based US firm on the buyer’s side. Nevertheless, the financing and the franchising agreements required that a multiplicity of parties were involved in each of several jurisdictions.
In another recent one, we helped a distressed client divest himself from assets in a regulated industry during the first months of the covid pandemic. The transaction was challenging, as we simultaneously dealt with the renegotiation of key agreements related to the operation of the target, creditors and the buyers. The transaction comprised several different negotiations with different actors, and we acted as lead in all of them. We were able to complete the transaction and the underlying business was successfully transitioned to the new owners. Although the success was due to the savvy and stamina of our clients, I am proud that our team kept up, and helped both find alternate paths for the negotiation to continue and pick up momentum in cross-roads situations.
Have you identified any corporate and M&A trends in the Costa Rican legal market in the past year?
Progressively complex regulatory requirements in Costa Rica, and all Central America, means that there is much more post-closing work involved in M&A transactions. Transactions with funds flowing into Costa Rican accounts and payees now involve preparatory work to comply with anti-money laundering and know your customer regulations that require extensive due diligence and supporting documentation filings. This has created a new workflow vector that should be addressed from the structuring and letter of intent phase.
What are the greatest challenges for corporate and M&A lawyers in Costa Rica currently?
Corporate and M&A lawyers face the challenge of growing scopes and more stringent transactional budgets. The increase in financial costs means that those transactions that do come to fruition are subject to tight budgets and a demand to lower all other transactional costs. This means that local practitioners must do much more with less. This is aggravated by the higher marginal costs that come with smaller transactional values.
How do you think environmental, social, and governance (ESG) factors are reshaping M&A work in Costa Rica and Central America more broadly?
The worldwide discussion around ESG does have some indirect impact on M&A work in Costa Rica and Central America. Costa Rica has only one publicly traded corporation that does have an elaborate and public ESG strategy and programme; most business is privately held, and its direct contact with ESG mostly revolves around product certification of production or distribution methods (especially prevalent in agribusiness and forestry operations).
More importantly, heightened awareness of the importance of ESG has brought more emphasis on scrutiny of environmental and anti-bribery regulatory requirements. We have seen much more interest from clients in due diligence assessments and crafting of indemnity and other contractual protections. Costa Rica has a decades-long development in environmental regulatory law. The rest of Central America, especially Guatemala and El Salvador have bolstered their regulatory framework and are progressing towards greater focus on enforcement and implementation of compliance. The gaps between the regulatory requirements, their enforcements and effective implementation of compliance by businesses are fertile ground for contractual solutions. I expect those countries will rapidly see both clients and practitioners raise the need to address regulatory issues in the context of M&A work.
How do you expect your practice to evolve over the next five years, especially considering technological developments and the influence of AI?
Costa Rican and Central American attorneys will find that use of software applications, which has been prevalent by colleagues in the US and the EU for decades, will start to become part of practice. Despite the absence of volume of work, the pressure to reduce costs and delivery times will make the use of tools for data processing and analysis for due diligence a requirement. Moreover, most corporate-level M&A work has involved the use of virtual data rooms [VDRs] for decades.
The local and regional market is split and there are now many local firms that are prepared to host and populate VDRs, mostly managed by outside contractors. I expect this split will disappear and that all law firms will have to host VDRs, as many deals that will be relevant but fall under the space of interest for US and EU law firms will require the practical benefits of VDR functionality, together with cybersecurity requirements and compliance.
What three recommendations or notes would you share with younger lawyers stepping into your practice area?
- Dog Food? Ask for Seconds: The most menial tasks in a transaction will invariably give you insights into the inner workings of the business. Many young lawyers tend to look down upon repetitive tasks, due diligence work and similar tasks. If you find ways to do them quickly and obtain a quality result, it is guaranteed that you will get more complex work and more meaningful roles. More work, more visibility.
- Do your Homework: The best lawyers know the context and background of the clients, the target’s business, and the client’s industry. Many partners and clients routinely report that they do not cease to be negatively impressed by how clueless the teams are walking into the kick-off call.
- Hit a Cadence and do not Let Up: Transactions are very much like road biking competitions. You do not need to be the lead cycler on your team all the time, but you do need to hit the cadence of your team, and your team needs to hit the cadence of the competition. Once you are pedalling, you cannot stop. Likewise, hitting deadlines, showing up for calls, responding to emails in short order are all part of the service and of the value clients expecting you to deliver.
What do clients look for when selecting you as a lawyer?
Having finally asked this question from a client recently, I was told that he retained Arias and our team because we behave as if we were his partners and have skin in the game. I believe that we do put all of our resources and hold not only a professional, but also a personal stake in the results of my clients’ transactions. We try to deliver information and counseling as if it were our own business or investment that is being dealt with. I think that comes across and leads to recommendations for clients looking for that same type of professional partnership.
How would you like to see your law firm develop in the coming years?
Arias was the first law firm in the Central American market with a single regional structure and professional team; this was very much a function not only of the business-minded attitude of our chairman and the team that has supported him during the 1990s and 2000s, but also of the spaces that opened when globalisation and democratisation of the region. Our vision is that Arias will be able to leverage that structure and provide even more value in the context of a world that is more localised in commerce. I expect this will happen by having our offices grow closer together in the way we practise the profession every day, in the tools that we use and in the quality of service that we deliver to our clients.
I believe that our M&A and transactional practice is poised to spearhead the efforts we will undertake to improve on our service offerings and further unify our team.
You have enjoyed a distinguished career so far. What would you like to achieve that you have not yet accomplished?
I am proud to have been recently appointed regional managing partner for the firm. This gives me the opportunity to work in the law firm during a period in which we are transitioning from a pioneering corporate law firm with strong, family name branding, into a newer and more institutionalised firm that builds on the sterling tradition and standards set by the founder.
As I have said before, I am grateful that my career is perceived as distinguished. I have been lucky to be a part of a core team of 20+ partners that now manage the talent of dozens of attorneys throughout six jurisdictions. I am now able and in a role in which my main responsibility is to help a new generation of lawyers become the partners that take over the work of the original core team that is still in place and still working as a single team in the Central American region after 25 years.