Carlos Barbosa Mello

Lefosse Advogados

Brazil

Banking & finance, Corporate and M&A

[email protected]

Thought Leader LACCA Approved

Biography

Carlos Mello has acted as leading counsel on several of the most important equity deals in Brazil in the past years, and has used his insight into listed corporations and their regulatory experience to develop a wider and successful practice covering M&A and private equity. He has been named by Chambers Latin America as one of the leading individuals in capital markets in Brazil, and by IFLR1000 as one of the leading lawyers in Brazil.

Questions & Answers

Thought Leaders 2021 - Interview with Carlos Barbosa Mello

Describe your career to date

I started my career in the in-house legal department of a major Brazilian bank, and that experience gave me exposure not only to sophisticated banking and financial products but also to the legal business from a client perspective. This has been very important in my career and has paved the way for my subsequent practice in a law firm.

After the bank, I went to the US to study and was fortunate enough to find an international associate position with a leading US firm, as a capital markets associate. In that capacity, I was able to see how international firms dealt with intricate legal matters.

Back in Brazil, I joined a major law firm, initially in the capital markets team and, over the years I worked there, I gradually transitioned to the public and private M&A practice, capitalising on my experience and contacts. I was appointed a partner of that firm in 2005 and by 2010, the year I left it, I was among its top partners from a reputation perspective. That period allowed me to become a partner and gave me insight into a very large Brazilian firm, with all its advantages and hurdles.

At that point, I decided to join Lefosse Advogados, that back then had a collaboration with a “magic circle” international firm. Joining Lefosse was an interesting project, as the plan was to prepare it to be one of the top Brazilian firms, providing it with the ability to service its clients with sophisticated legal services in all areas of the law.

With the Brazilian Bar prohibiting associations between local and foreign law firms Lefosse concluded its relationship with the global player in 2012 while retaining an international style in the way we approach our practices, clients and management.

When I joined Lefosse I was already splitting my time between capital markets and M&A, and currently, the majority of my time is devoted to public M&A, advising listed companies on their needs and large cross-border transactions.

What do you enjoy most about being a lawyer in your practice area?

I believe that it is very rewarding to be able to assist clients in complex transactions that require creativity to deal with an ever more sophisticated scenario.

What was the most challenging case or transaction you have ever worked on and why?

I still think it has to be the sale of Eldorado Celulose to Indonesian investors. It was the largest deal done that year (2017), with an enterprise value of approximately US$5 billion (back then). The deal was innovative in many ways, by creating an agreement that provided for a sale in stages, to address the needs of both seller and purchaser. Having said that, the most challenging aspect of that deal was that it did not close, and a billion-dollar arbitration ensued. The arbitration case has now moved to the courts, as J&F is questioning certain aspects of the proceedings. That was a first for me – as we represent the sellers in the arbitration proceedings and now, also in the court proceedings – and has highlighted some interesting issues to me.

What are the greatest challenges for lawyers in your practice area in your country this year?

I am afraid 2021 will continue to be a difficult year, as the pandemic has yet to be controlled. Having said that, despite the grave times we are all experiencing, transactional activity has been unexpectedly strong. We have been consistently involved in the consolidation of more resilient industries, such as retail – especially online – and infrastructure. We have also been assisting clients in distressed deals. The challenge this year will remain, in my opinion, keeping close to clients and deals in a socially distant scenario.

How do you expect your practice to evolve over the next five years?

I think that, as the world recovers from the covid-19 crisis, work will become more sophisticated, as companies will probably face consequences from the blows suffered during the pandemic for some years to come. Creativity, precision and excellence will be key for a corporate lawyer to assist its clients in a modified world.

What do clients look for when selecting you as a lawyer?

I believe they want to have someone who has a sophisticated skillset, such as a listed company background, with a lot of international experience and the ability to understand financing, capital markets and corporate issues.

How would you like to see your law firm develop in the coming years?

Lefosse is an independent full-service firm in Brazil known for the quality of our work and the sophistication of our assignments. We see our firm growing and assisting our clients with the same level of excellence we currently offer.

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 spend some more time in a teaching position, to give back to the community a little bit of my knowledge and experience.

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