BMA - Barbosa, Müssnich, Aragão - - LL250 - Latin Lawyer Página 1 de 6

BMA - Barbosa, Müssnich, Aragão

Brazil

Editorial analysis Professional notice Partner profiles

Renowned M&A powerhouse

Established: 1995 Partners: 53 Total lawyers: 265

At 20 years old, BMA has achieved an incredible amount in a relatively short time. It is unquestionably one of the top corporate and M&A firms in the country, and its place among Brazil’s best firms is comfortably assured. This fame is largely thanks to the stellar reputations of Paulo Cezar Aragão and Francisco Müssnich – without doubt two of the finest corporate lawyers practising in Brazil today. They both head teams across the M&A, finance and arbitration fields very regularly. They are also the perfect foil for each other: Müssnich is an energetic go-getter, with a fabled and unstoppable array of negotiation tactics, while Aragão is cerebral, considered and distinguished; very different styles, but equally successful. The firm was founded as an M&A boutique, and it is still strongest in this area, with all competitors at the top of the market acknowledging it as a significant player in this area. The firm has, however, struggled to gain similar acknowledgement for its other practice areas. Nonetheless, some of those practices are truly excellent: in IP, real estate, antitrust, sports and trade, clients confirm again and again that it offers first-class service, while in litigation and arbitration, a continuing area of focus for the firm, increasingly clients are avowing that it is just as good at helping to pull failed deals apart as it is at putting them together in the first place. The completion of some large cases over recent years has also enabled the litigation practice to make a significant impact on the firm’s bottom line – by far the best way to gain recognition internally, of course. From the outside looking in, though, the main reason it continues to be seen as so heavily M&A-focused is that its banking and finance practice, while very good, remains firmly in the shadows of the firm’s stellar corporate team – meaning that for transactional work in general, competitors only see the firm on M&A deals. But whether in M&A or in one of the other practice areas, clients know this firm as a true partner in business; they themselves are clearly very business-focused, and they are able to translate this commercial acumen into their client work to help companies achieve their strategic goals.

PEOPLE & PRACTICES

• Corporate And M&A • Corporate Governance • Antitrust & Competition • Private Equity • Real Estate & Tourism • Banking & Finance • Project Finance & Infrastructure • Capital Markets • Intellectual Property • Litigation • Arbitration • Sport & Entertainment • Labour • Trade • White-collar Crime And Compliance • Tax • Environment

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MANAGEMENT Paulo Cezar Aragão and Fransciso Müssnich loom large at the head of their firm, running it with a vigour and authority that has helped it race to the top of the market – and stay there. In a period of renewal for the Brazilian legal market, rivals point to BMA as a firm in which the founding partners are so strong that the next generation has struggled to build their own reputations, or gain power and responsibility within the firm. BMA insists that its succession plan is strong, and that the second generation has plenty of power and influence within the firm - particularly those on the executive committee: Elaine Palmer (who is at time of writing managing partner, but reaching the end of her mandate during 2016), Luiz Antonio Campos , Amir Achcar Bocayuva Cunha , Barbara Rosenberg and Camila Goldberg , alongside Aragão, Müssnich and the third founding partner Plinio Barbosa . There is also an administrative committee, made up of the practice heads, which supports the executive committee in its strategic work and acts as a training ground for new members of the higher entity. Indeed, unbeknown to the outside world, the firm is more focused on the next level of succession planning, passing from Palmer to the next generation again, which is still a work in progress. The pie, while expanding, is also getting cut into ever more slices too – a bumper eight-partner promotion round in 2015, into a partnership with equal voting rights, is important. However, the perception issue around the generational handover remains, and largely comes from the fact that for the market to see genuine succession, not only must the younger generation grow but the founding partners must also step out of the limelight – not something which is terribly likely for people with the prominence and ability of BMA’s founders. Beyond that, however, the firm has made notable other strides towards a modern management ethos, designed to help the firm compete in a marketplace in which the bar is moved ever- higher: its training programme for young lawyers has been fundamentally overhauled, in order to allow its lawyers to provide a deeply practical style of advice but nonetheless steeped in theoretical knowledge; and its social responsibility programme has been significantly expanded and deepened, including a new and well-thought-out pro bono programme.

CORPORATE AND M&A In terms of profile, ability and experience, the M&A team at BMA is in the very elite; it is well-ranked year on year in Latin Lawyer's M&A league tables, both for value and for volume, and rarely does one of the country’s landmark deals go by without their involvement at some stage. One significant client calls BMA “probably the best M&A firm in Brazil”, noting that after many years of advice and many deals closed, “we have nothing but praise in regards to their work. BMA have all the qualities a client usually looks for to select a firm to advise in a M&A transaction, such as diligence, commitment, efficiency, competence, work ethics and, of course, very developed negotiation skills.” Paulo Cezar Aragão is a titan of the practice, having worked on many of the country’s landmark deals in his time; he is renowned as a calm, thoughtful and successful dealmaker, and is quite simply an authority on corporate law in Brazil – when he speaks, the CVM and other regulators listen. At the tail end of 2015 Aragão closed a US$16 billion JV for CSN which took five years of careful negotiation; the steelmaker merged its mining and logistics assets with a group of Asian investors. He also helped two clients in important industry mergers – software maker Totvs bought rival Bematech, while logistics company Maverick merged with miner Manabi. Francisco Müssnich is also one of the leading M&A lawyers in Brazil, renowned for his closing and rainmaking skills; in 2015, he advised on two separate sales of stakes in leading hospital operator Rede D’Or, as firstly the family which owns it sold a 15 per cent stake for US1 billion to Singapore’s sovereign wealth fund GIC, and later BTG Pactual added its share to GIC’s. Luiz Antonio de Sampaio Campos is another very highly regarded corporate practitioner, with a very strong practice; he is the key partner for this client, who hires the firm in a range of practice areas, and who says: “They are very proactive, fact-based lawyers who help business people understand legal framework and work solutions, with a great strategic view to the context of the issues at hand.” Monique Mavignier is also a top-notch M&A lawyer, and indeed comes recommended in LACCA Approved, in-house counsel research conducted by Latin Lawyer’s sister association, the Latin American Corporate Counsel Association; in 2015 she helped US-based Turner Broadcasting acquire the remaining stake it did not already own in a sports channel from Brazilian counterpart Top Sports. Plinio Barbosa and Amir Achcar Bocayuva Cunha are also renowned corporate lawyers. The younger partners also have busy practices, with for example Patrícia Sabino and Henrique Beloch advising Norwegian offshore oil services company DOF in selling assets in the country. Fabiana Fagundes also comes recommended in LACCA Approved. The corporate partnership saw a significant boost as a remarkable four partners were promoted in 2015: Fábio Henrique Peres , Leandro Bittencourt , Miguel Ramos and Tatiana Amorim , who this major client highlights as “as rising star. Very hard working, skilful and deal-oriented young lawyer.” While the firm’s name may stand on its pure M&A

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talents, in a complex environment that means strength across the board – and our client research also shows that they can provide multidisciplinary, cradle-to-grave investment advice well: “The firm provides solid and coordinated advice in different practice areas, the partners are well experienced, highly involved and available to clients in all phases of the projects, understand the challenges of a global business environment and dedicated to meeting client's demands and timing expectations,” says this investment group.

CORPORATE GOVERNANCE Paulo Cezar Aragão is easily one of the most respected corporate governance lawyers in the country, with an encyclopaedic knowledge of CVM and other relevant rules and the ability to apply them effectively and ingeniously for clients. CSN is just one of the large Brazilian companies which does not attempt a corporate restructuring without calling Aragão. Luiz Antonio de Sampaio Campos , who has experience in the CVM, is also very well regarded in the field.

ANTITRUST & COMPETITION At the head of one of the most impressive antitrust teams in Brazil, according to our sister publication Global Competition Review, Barbara Rosenberg has a truly stellar reputation in her field (and also comes recommended in LACCA Approved). She has a very large team able to work on multiple matters simultaneously, including her very capable and highly recommended second-in-command José Carlos Berardo . The team are the perfect addition to the firm’s excellent corporate and M&A practice, meaning the most complex deals in the country end up here more often than not – for example, representing ALL in its proposed deal with a subsidiary of , which drew more third-party complaints than any other in CADE’s history; in early 2015, the agency said the deal could pass if the parties agreed to price controls. Another key merger was advising Novartis on its complex inter-conditional transaction with GlaxoSmithKline. The team is also called in to co-counsel other firms on this list, a clear sign of its quality; for example, co-advising a subsidiary of Canadian investor Brookfield Renewable Energy Group, in acquiring Pantanal Energética. The team is also involved in just about every Brazilian cartel investigation at some point – including representing car component manufacturer Yazaki as it admitted wrongdoing in the eighth auto parts investigation launched by CADE, and settled with the authority. One client who was referred to the group as an elite practice was not disappointed: Rosenberg and her team “provided an exceptional service: high quality legal assistance, deep understanding of CADE review process and thoughtful strategy / tactics. Terrific communication with both local and corporate teams throughout the process.”

PRIVATE EQUITY The firm has an excellent practice advising the private equity funds determined to increase their exposure to the long-term opportunities offered by the Brazilian economy. Advent, Carlyle, Apax, BTG and GP Investimentos are notable clients; in 2015, the firm worked over the table from Carlyle on two healthcare deals, including an investment into regular client Rede D’Or, and provided Brazilian advice when US fund TPG Capital took a stake in global plastics company M&G. Luiz Antonio Campos , Francisco Müssnich and Paulo Aragão are the key names.

REAL ESTATE & TOURISM Within BMA’s highly regarded real estate practice, the most prominent lawyers are Cristiana Moreira , former general counsel of real estate company Mudar, alongside consultant Christiane Scabell Höhn , both of whom are based in ; and in São Paulo, Cristiane Mamprim, who comes recommended in LACCA Approved. One of Brazil’s biggest homebuilders, Gafisa, is a dedicated client of the firm; the team were also in action a great deal for regular client hospital operator Rede D’Or as it acquired new sites in Rio and São Paulo state. One real estate company says, “They have great professionals and they are a full service firm, so it is easier to work with them in complex operations. They always meet my expectations in all the work we do together.”

BANKING & FINANCE The firm’s very strong corporate reputation and contacts book help immeasurably with its noted banking and finance practice, which may not reach the stellar heights of its M&A practice, but is nonetheless strong. Its focus is very much on representing companies such as , Suzano, Magnesita and more rather than on representing banks; and indeed, often the firm follows up on landmark M&A deals by subsequently coordinating the financing. It is also often called in to provide corporate advice within the banking sector, such as when the Mariani family

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retained a team led by Camila Goldberg to sell 80 per cent of Banco BBM to China’s Bank of Communications. Investment services firm XP Investimentos is also a client across the banking, tax, corporate, and labour spectrum, and the general counsel Fabrício Cunha de Almeida comments on the “quality of the services” received. The team is organised into a blended banking, projects and capital markets practice, with Goldberg the most prominent name on banking work (for example, representing Société Genérale and Banco Pacúnia in selling auto loan receivables to fellow financial institution Omni in 2015) and Rafael Dutra focusing on projects work. The firm’s capital markets practice saw something of a blow in 2015 when with Fabíola Bello Cavalcanti left the firm to move to TozziniFreire; however, two newer partners are up and coming on the team, Anna Carolina Malta and most recently Paulo Ceppas Figueiredo , who was promoted in 2015. The firm, like many others, also sees opportunities in restructuring in today’s Brazil; litigator Felipe Evaristo dos Santos Galea leads on this work. Luiz Antonio Campos , Paulo Aragão and Monique Mavignier also have noted finance strains within their excellent corporate practices. Campos, Mavignier and Dutra come recommended in LACCA Approved.

PROJECT FINANCE & INFRASTRUCTURE Although not traditionally known for project finance, the firm is expanding its practice, led by Rafael Dutra ; he has a particular experience in renewables, and a major deal for him in 2015 was helping Spanish technology solutions company Abengoa sign a US$2 billion joint venture agreement with US investor EIG Global Energy Partners to finance power projects in Brazil, Mexico and Chile. Founding partner Plinio Barbosa also has a noted projects string to his bow. On the regulatory side, Eduardo Carvalhaes , who was elected to the partnership in 2015, leads the work, and counsels major construction companies on a range of matters.

CAPITAL MARKETS Capital markets work is not the firm’s biggest focus (particularly on the more commoditised work, in which price competition is fierce), but it certainly has a relevant practice in the field, particularly in helping big-name clients with their capital markets work as part of the pantheon of corporate and finance advice. Camila Goldberg is now the main name after former lead partner Fabiola Cavalcanti defected to TozziniFreire and back to her home city of Rio in 2015; two newer partners, Anna Carolina Malta and Paulo Ceppas Figueiredo , who was promoted in 2015, complete the offer. A landmark deal was helping Brazilian credit card and mobile technology company Valid to issue shares worth US$96 million in a restricted follow-on offering, the first of its kind in Brazil; the team also helped Gerdau issue shares worth US$240 million, and Oi to issue US$671 million in eurobonds on the international capital markets (both very regular clients of the firm).

INTELLECTUAL PROPERTY The firm is widely seen as having one of the stronger practices from a full-service firm in the field. Antonella Carminatti and Claudia Schulz , both recommended by LACCA Approved, are the highest-profile names, alongside Ana Müller ; between them, they call on a team of 11 associates. Clients often praise the team’s combination of service style and technical knowledge, with one saying simply, ‘They are outstanding in every way.” Another busy year in 2015 saw them in action for regular firm client L’Oreal, defending its right to use the term ‘Color Show’ to describe its Maybelline range of nail polishes, after another company who had registered the phrase as a trademark started legal action. The firm argued both that ‘Color Show’ was too generic to be trademarked and that the products were different enough anyway; so far, they have won on both counts. The team took the opposite line of attack in another case, representing Ferrero in a complaint about some biscuits having the same name as one of their confectionary products, TicTac; they won that case, too.

LITIGATION Litigation is a growing strength for the firm, with an ever-brighter reputation in the field; one client particularly recommends the work of Sergio Fagundes , a LACCA Approved lawyer, and team: ‘They work well as a team and are always proactive, giving feedback on the status of our claims. Finally, they are easy to work with and respect the needs of the client.’ Luiz Fernando Fraga is also highly regarded, within a large, six-partner, 32- associate team that represents a growing part of the firm’s bottom line; as part of that group, Mario Gelli was promoted in 2015. Another client comments on the team’s focused service style: “It is very clear to me that BMA wants to achieve a high level at legal services, and they are on the right track.” A noteworthy case for them of late is representing DuPont in a case filed by a farmer’s collective, complaining about DuPont’s collection of royalties for the use of Monsanto technology in soybeans.

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ARBITRATION It must be galling for those lawyers busy trying to build practices in the international arbitration sphere that Francisco Müssnich and Paulo Aragão are held in such high regard for disputes when it is obvious that their hearts lie in corporate work, but nonetheless it is true: the pair both have excellent reputations and experience in high-level disputes and the firm is an accepted member of the arbitration community. Müssnich in particular has proven time and again he can put his legendary, if somewhat pugnacious, dealmaking tactics to excellent use on his clients’ behalf when those deals fall apart. Both lawyers tend to work far more as counsel than as arbitrators, but Müssnich has begun to swap sides occasionally. The firm has a full complement of four further partners who focus on the area, with Luis Fernando Fraga among the more visible, and including Mario Gelli who was promoted to the partnership in 2015. The team are regular participants in many complex and high- profile disputes, and are particularly renowned for expertise in M&A-related disputes (one of the big growth areas in Brazil). One client who brought his dispute to the firm after receiving international recommendations has been very pleased: “The BM&A team lawyers are very thorough in understanding our business in an analytical way, always anticipating further discussion points. They are very competent and professional and show commitment to their clients’ values, as well as being dedicated to delivering result in an ethical and upright way.”

SPORT & ENTERTAINMENT BMA has a notable sports law practice, led by Amir Achcar Bocayuva Cunha , who has spent time in-house at Rio football club Flamengo. He has one client in particular who is as high profile as you can get: former football player Ronaldo, whom he has represented for several years. The organisational committee for the Brazilian World Cup and the Confederação Brasileira de Futebol are also clients of the firm.

LABOUR The firm’s labour practice provides solid and business-friendly advice to the firm’s clients; one says that “assertiveness, quick response, responsibility and overall approach” are the high points of their service style. Lead labour partner Luiz Felipe Tenório da Veiga is praised for his technical abilities and pragmatic style; other key partners are Cibelle Linero Goldfarb , who is recommended by LACCA Approved, and Maurício Pessoa ; together they count on 14 associates. In a major case for the team this year, a judge suddenly changed the mechanism for calculating interest on a fine, catapulting the client’s liability into the hundreds of millions of reais. Some fierce but reasoned arguing from the team brought the fine back down into the single-digit millions.

TRADE Adriana Dantas leads a top-ranked trade practice at the firm, with a number of landmark cases on the books. She spent a long time working in Washington, DC, where she picked up a great deal of experience defending domestic industries in trade remedy cases, specialising in countervailing duties or subsidy-based actions against China. She makes good use of this experience in helping clients devise innovative strategies to take advantage of trade remedies which had often been unknown to them before.

WHITE-COLLAR CRIME AND COMPLIANCE Adriana Dantas , recommended in LACCA Approved for her anti-corruption work, is also head of the white-collar crime and compliance practice, a role she took on in 2013. While the bulk of her prior experience had lain in trade work, she has done an admirable job in continuing the firm’s reputation in an area that is in itself growing rapidly in Brazil. As the Lava Jato investigation engulfs a swathe of corporate Brazil, Dantas has been called in to conduct internal investigations in a range of industries, including the construction sector.

TAX No Brazilian firm could possibly maintain the top-notch M&A reputation of BMA without excellent tax advice to back it up, and indeed the large, seven-partner team led by Paulo Marcelo Bento provides that quality support on the firm’s complex deals – for example, the team took a critical role in the merger between Kroton and Anhanguera, and in helping to structure CSN’s multibillion JV of its mining and logistics assets. The firm has traditionally not put its tax practice front and centre like some rivals, and indeed, the focus is more on corporate advice and tax planning than litigation. However, not only does the team support and supplement the firm’s core practices very well, increasingly it does take centre stage – counting for around 15 per cent of the firm’s revenue

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overall these days. Other notable partners are José Otávio Haddad Faloppa , Deborah Bacellar and Lígia Regini (who also comes recommended in LACCA Approved).

ENVIRONMENT The firm’s environment team is really building a name for itself in the market, something recognised by the firm in 2015 as its head, Miriam Mazza , was elected to the partnership. The team provides critical support to many of the firm’s M&As and real estate deals, but is certainly more than just an add-on; a major piece of work in 2015 was assisting Ultracargo as a fire broke out in its fuel storage tank in Santos, the port on the Sao Paulo coast. The fire burned for nine days, and Mazza coordinated all advice, from the emergency incident response to full environmental assistance in the aftermath and clean-up. One client of the environment and corporate teams says they hired the firm “because they have a team of senior lawyers specialised in themes of action for our company and with enough synergy of values. They bring creative solutions and give us security in relation to compliance as we are a publicly traded company.”

CLIENTS

Advising Brazil’s biggest corporates on their most important deals is the firm’s bread and butter, and the client list reflects that, with repeat work for Gafisa, , Grupo Bertin, Ambev, , JBS, BRF, CSN, Magnesita, Oi, OAS, Santander and – of course – Ronaldo. This Brazilian client has worked with them for seven years: “I believe BMA is one of the top five firms in Brazil, especially in corporate, M&A and tax matters,” he says. “They have a nice mix of young talented lawyers with experienced partners, and are well known and have a solid background in corporate/business law. BMA is focused on the client’s needs and has a "positive-aggressive" approach in order to make deals happen.” Foreign multinationals such as Johnson Controls, L’Oréal and Starbucks also like the firm's determinedly international style. Private equity is another source of work for the firm. The industry’s biggest names feature on Barbosa’s book, including Advent, Carlyle, Apax, Bain Capital and BTG.

OFFICES

One of a very small group of Rio firms who can be truly judged to have outgrown their roots to become a national firm, BMA’s São Paulo office is probably the more prominent these days; the firm also has an established Brasília office.

PRO BONO

The firm has a long-standing commitment to a pro bono programme, but has recently overhauled its provision into a much more structured and thus successful offer. Two partners – Ligia Regina and Felipe Evaristo dos Santos – led the overhaul, as a determined effort to lead from the top; today there is a pro bono committee which decides which work to take on, within the lens of the firm’s three main foci: education, culture, and socially-aware entrepreneurship. Senior lawyers have been tasked with reviewing time spent and work completed on all pro bono projects, and pro bono hours are counted like any other in the billable hours system. A recent project has been to help teach the concept of ethics to high school students in Rio.

This is an excerpt from the Latin Lawyer 250 , the directory of Latin America's leading law firms.

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