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Practice Area Definitions: Latin America
In this practice area we analyse firms that represent agricultural companies in a broad, but not an all-inclusive range of legal services. The key work for this chapter includes sector-specific M&A and disputes, acquisitions and leasing of agricultural assets, as well as the negotiation and drafting of production and distribution agreements.
Financing work involving capital instruments such as agricultural receivable certificates, credit notes, warranties and rural product notes is also covered, but greater weight is given to firms representing the issuer/agribusiness company rather than the underwriter/financial institution.
Firms may also provide due diligence and general legal support in industry-specific issues relating to tax, insurance, regulatory and corporate law. However, please note: advice provided to agribusiness companies relating to real estate, labour & employment, competition/antitrust and IP is not considered relevant for this section.
Aviation includes finance, regulatory and litigation matters. Finance concentrates on the advice to manufacturers, purchasers and investors (such as hedge and private equity funds) on the sale, leasing and acquisition of portfolios of aircraft. Also includes the 2001 UNIDROIT Convention on International Interests in Mobile Equipment, or Cape Town Convention, which relates to the electronic registration of aircraft interests.
The Aviation Litigation table covers traditional accident defence litigation, including advising aviation insurers on coverage and other issues, as well as product liability claims and general commercial disputes affecting the aviation industry.
Banking & Finance
Banking refers to all types of regulatory banking work. Firms can render regulatory advice to any type of private or public financial institution. Finance refers to all types of financing including (but not limited to) corporate finance including acquisition or leverage finance, asset finance and project finance. Work highlights typically take the form of secured and unsecured bilateral and syndicated loans but may also constitute structured finance deals. General bank lending including interbank lending is relevant to this section as well. Refinancing: The refinancing and restructuring of existing loans and debtor in possession financing is also included. Clear preference is given to lawyers and firms that represent the lender/financial institution.
Please note: All types of transactions using securities instruments, for example IPOs or debt offerings, are very relevant to this section, unless the country in question has a separate capital markets ranking. If a separate capital markets section exists, do not include this type of work in banking & finance as it will not be considered a relevant work highlight.
Banking & Finance (International Counsel)
This section seeks to identify those lawyers advising on the laws of jurisdictions outside of Latin America as they apply to matters arising in Latin America of both a regulatory and transactional nature. All types of financing will be considered relevant to this section except for project finance. The only section in which project finance can be reported is Project Finance, irrespective of the mechanism employed to finance the project in question. This means that corporate and asset finance are perfectly valid work highlights in this section, including acquisition and leverage finance raised through bank loans. This may take the form of secured, unsecured, bilateral, syndicated or interbank lending. The refinancing of existing loans and debtor-in-possession financing will also be considered relevant highlights here. Bank M&A is also considered relevant to this section. The regulatory matters which can be reported here are those concerning advice rendered to clients in Latin America regarding their interaction with banking regulators outside of Latin America.
The focus of this section is the representation of insolvent commercial entities, with a view to either restructuring the terms of their debt and continuing to trade, or ceasing operations and liquidating assets to repay their creditors. Lawyers in this chapter assist clients such as corporate debtors, investors and asset purchasers; secured and unsecured creditors and creditors' committees, bondholders, insurers; directors of distressed companies and any other interested parties in corporate restructurings. Also relevant to this section is any contentious work relating to the disputes between parties involved in bankruptcy proceedings.
The acquisition of the assets of distressed companies will be considered for this section, but is considered secondary to the aforementioned areas of work.
This sections focuses mainly on transactional work involving capital markets instruments such as Debt & Equity securities; Derivatives; Securitisation; Structured finance (CDOs, repackagings, other synthetic products). Lawyers may represent either issuers (both sovereign and corporate) and/or underwriters, as well as placement agents and broker dealers in public and private placements. Unlike in banking & finance, there is no in-built advantage for firms that exclusively or predominantly represent the financial institution. Investment Fund work, such as fund formation and structuring is highly relevant to this section, except in the case of Brazil where it is a separate section. Firms may also report regulatory securities work but in the main, this is given less weight than transactional work.
Capital Markets (International Counsel)
This section seeks to identify those lawyers advising on the laws of jurisdictions outside of Latin America as they apply to matters arising in Latin America of both a regulatory and transactional nature. Relevant work highlights here include both debt and equity matters, such as derivatives (including CDOs), securitisation and routine debt and equity issuances. Work on the issuer, broker, initial purchaser and underwriter sides will be considered relevant and will be given equal weighting. If any of the aforementioned matters arise in the context of project finance, they may only be reported in Project Finance. The regulatory matters which can be reported here are those concerning advice rendered to clients in Latin America regarding their interaction with securities regulators outside of Latin America.
Competition/Antitrust covers the body of laws that prohibits anti-competitive behaviour (monopoly) and unfair business practices. This includes practices that hurt business, consumers, or both, or that generally violate standards of ethical behavior. Antitrust litigation and M&A-related competition work are both included in this section.
Competition/Antitrust covers the body of laws prohibiting actions which restrict or limit free competition between economic agents both absolutely (through cartel activity) and relatively (through abuse of dominant position). In particular, the section focuses on merger control (filings before the relevant authorities), anti-competitive behaviour investigations and market studies carried out by authorities into the competitiveness of particular sectors. Litigation against the competent authorities is also considered here, as are civil claims initiated by economic agents seeking damages for anti-competitive behaviour.
This section ranks firms and individuals involved in advising management on, and in compliance, with investigations concerning white-collar crime, anti-corruption legislation and international sanctions, often related to the US FCPA or the UK Bribery Act. The firms and lawyers may also be instructed to help design internal compliance programmes for companies, conduct investigations and prepare reports for management.
This chapter encompasses both consultancy and litigation work arising from consumer relationships including consumer credits, pricing, general contractual terms and conditions. Also includes the sale and supply of services and products, including product liability issues.
Corporate / M&A
This broad category covers both public company and private equity (including venture capital) matters. The chapter includes company acquisitions and dispositions, capitalisations, entity selection and formation, operating and partnership agreements, and governance matters. Also covers those transactions designed to help restructuring within companies and their subsidiaries by change of ownership. Priority is placed on primary representatives, those acting for buyers and sellers. Non-transactional corporate advice is perfectly acceptable with the exception of contentious matters i.e. commercial litigation or arbitration which is only considered in the Dispute Resolution section (see below).
Corporate / M&A (International Counsel)
This section seeks to identify those lawyers advising on the laws of jurisdictions outside of Latin America as they apply to matters arising in Latin America. The focus of this section is the sale and acquisition of assets including companies and infrastructure projects. The restructuring of corporate entities is also relevant to this area. Lawyers may be instructed by both privately held and publicly traded companies and may also report work done for private equity funds such as acquiring and selling portfolio companies. Non-transactional corporate advice is acceptable here, however no credit will be given for contentious work. Given the discontinuation of Energy & Natural Resources, please be aware that the sale and acquisition of energy assets (be they companies or energy projects) should be reported exclusively in this section.
In some jurisdicitions you will see Corporate/Commercial section instead of Corporate M&A. Corporate/Commercial will cover everything that is covered in Corporate/M&A. However it is not limited to corporate finance but may include project finance and any other type of banking & finance work. Non-transactional corporate advice is perfectly acceptable with the exception of contentious matters i.e. commercial litigation or arbitration which is only considered in the Dispute Resolution section (see below).
Corporate Crime & Investigations (International Counsel)
This section seeks to identify those lawyers advising on the laws of jurisdictions outside of Latin America as they apply to matters arising in Latin America. It ranks firms and individuals representing clients in investigations into white-collar criminal matters and compliance with anti-corruption legislation and international sanctions. Representing clients in courts outside of Latin American jurisdictions after the completion of the investigation in question will also be relevant to this section.
Chambers' Dispute Resolution encompasses all stages of litigation including pre-trial negotiations, documentation and preparation for trial, summary judgement motions, trial, appeals and enforcement proceedings. There are two main types of litigation: commercial disputes before civil courts, and white-collar crime, including government investigations.
Please note: Litigation related to IP, Labour & Employment, Tax or Competition/Antitrust should not be included in Dispute Resolution submissions when there is a separate IP, Labour & Employment, Tax or Competition/Antitrust section in your jurisdiction.
Dispute Resolution also includes domestic and international arbitration, in other words, the resolution of disputes by one or more neutral parties, either an arbitrator or an arbitration panel. Many contracts - including those imposed on customers by many financial and healthcare organisations - require mandatory arbitration in the event of a dispute. Examples of relevant international institutions include ICC (International Chamber of Commerce and ICSID (International Centre for the Settlement of Investment Disputes) and LCIA (London Court of International Arbitration). Alternative dispute resolution, involving non-court mediation is also covered in this section.
Energy & Natural Resources
Although Chambers is aware of the overlap with Projects and project financing, the energy chapters principally focus on regulatory issues arising from the energy sector. These include the regulatory components of M&A and other transactional work, pure regulatory work related to the application for licenses and compliance and enforcement with regulatory bodies. We also consider the buying and selling of energy assets.
Chambers Latin America generally focuses on three key industry sectors Power, Oil & Gas and Mining:
Power: Work covers advice on the development and permitting of energy projects (such as electric, coal, oil & gas fired plants, nuclear and hydro-electric plants), facilities management; co-generation and restructuring/deregulation arising out of the wholesale and retail markets. Please also include any renewable energy work in this section such as project development and regulatory issues surrounding wind and wave power generation, solar, biomass and geothermal energy generation. It also includes advice on compliance with clean energy regulations.
Oil & Gas: Covers all upstream, midstream and downstream work including exploration, infrastructure and pipeline developments and service contracts, royalties, licensing and operation agreements.
Mining: Focuses on all mining related activities including mineral exploration. Relevant work would be development and production agreements, including royalty issues. Engineering, processing and refining contracts, sales structures and environmental issues are also covered.
Please note: Pure project finance work for energy projects is best included in the submission for Projects rather than Energy & Natural Resources.
The environment chapter features both litigation and advisory/transactional support to clients. This includes the development of greenfield and brownfield sites, and pollution issues. 'Traditional' environment work includes regulatory compliance, litigation and enforcement actions related to air, water, wetlands, waste and endangered species. We also feature advice to corporate and financial clients on the environmental aspects of M&A, financings, securities offerings and other transactions.
General Business Law
General Business Law encompasses a range of commercial law fields relevant to high-end business users. The core focuses on corporate/commercial law, but in lieu of separate practice areas General Business Law can also cover many areas, including dispute resolution, banking & finance, and sector-specific practice areas.
Healthcare (Regulatory) is unique to Brazil and focuses on work provided for health insurance companies and private healthcare companies, in accordance with ANS – Agência Nacional de Saúde Suplementar regulations. Firms can assist healthcare insurance companies with the creation and registration of new policies, purchase and sale of insurance portfolios, mergers and financing. Law firms can also helphealthcare providers (hospitals, clinics and laboratories) obtain accreditations to provide healthcare services and work within insurance plans, as well as advise those providers on the regulatory approvals needed for corporate transactions in this industry.
This section also encompasses administrative and judicial contentious work relating to plan coverage, insurance claims, quality of the services provided by both healthcare and insurance companies to consumers, pricing of insurance premiums and medical procedures, among other regulatory-related subjects.
Please note: Work related to research and commercialisation of drugs and medical devices should be presented to Life Sciences, as all the cases involving ANVISA regulations. Cases related to claims made by an injured party seeking financial compensation for damages caused by drugs or medical devices should be presented to Consumer Law.
Insurance includes both contentious and non-contentious insurance and reinsurance matters. On the contentious side, we feature coverage claims litigation, broker`s negligence and both 'facultative' and 'treaty' reinsurance disputes. There is also an element of professional negligence issues arising from insurance disputes. On the non-contentious side, we include insurance aspects of M&A, financings, demutualisations and other regulatory issues.
Insurance (International Counsel)
This section seeks to identify those lawyers advising on the laws of jurisdictions outside of Latin America as they apply to matters arising in Latin America. Insurance includes both contentious and non-contentious insurance and reinsurance matters. On the contentious side, we feature coverage claims litigation, broker’s negligence and both 'facultative' and 'treaty' reinsurance disputes. There is also an element of professional negligence issues arising from insurance disputes. On the non-contentious side, we include the insurance aspects of M&A, financings, demutualisations and regulatory issues.
Intellectual Property at the higher end covers civil disputes related to patent, copyright and trademark infringement and criminal proceedings related to anti-counterfeiting matters. Litigation concerning trade secrets also features. Account prosecutions, enforcement and opposition actions and related issues such as plant varieties, licensing agreements and IP commercialisation are also covered in this section.
International Arbitration (International Counsel)
This section identifies firms and lawyers representing clients in disputes resolved via both ad hoc and institutional arbitration. The disputes reported here must be closely linked to Latin America and can take the form of commercial and investor-state matters. Examples of relevant arbitral institutions include ICC, ICSID, LCIA and UNCITRAL. The seat of arbitration can be in any location, so long as the dispute involves at least one Latin American party.
This section covers classic trade cases such as anti-dumping, countervailing duties, export control and other customs / tariff classifications and regulatory work. Lawyers also advise on matters relating to NAFTA, CAFTA-DR, WTO and GATT trade provisions. Please note: International Trade and Customs work is given equal weight in this section.
This section ranks those firms and individuals advising all types of investment funds. It covers work on behalf of sponsors and institutional investors, including fund formation, fund raising, asset management regulatory matters, hybrid funds and fund-of-funds.
Labour & Employment
Covers both contentious and non-contentious employment matters relating to day-to-day business issues as well as mergers and takeovers. Employment litigation related to sex, race and age discrimination is considered relevant as are class action suits, and the avoidance of class action certification. This section also covers workforce redundancies and employment issues related to the merger of two companies. Lawyers also advise on the writing of policy handbooks and HR training for major corporates. Law firms can represent companies or individuals.
This practice area broadly focuses on the commercialisation of products across the life sciences sector, including pharmaceuticals, medical devices, biotechnology programs, life systems, cosmetics, nutraceuticals and food processing.
The section also encompasses organisations and institutions that devote themselves to research, development, technology transfer and commercialisation within the life sciences sphere. Intellectual property issues tend to dominate in this area as pharmaceutical giants seek to obtain innovative blockbuster drugs from biotechs and other sector companies. The section also centres on the licensing and acquisition of new products.
Please note: M&A work for life sciences and pharmaceutical companies is not deemed a relevant work highlight in this section, except for any complementary regulatory advice that is specific to the life sciences industry.
Media & Entertainment
The Media & Entertainment section focuses on work related to advertising, film & television, music, publishing, art, sports and theatre. Legal work in this field encompasses both contentious and non-contentious matters in the specific sectors mentioned above. Contentious matters include copyright and contractual disputes (either representing studios, producers or artists); free-speech litigation; IP and trademark disputes; antitrust and matters arising from financing and structuring said projects. Non-contentious matters include advising clients on the legal and regulatory aspects of these sectors, as well as production, financing and distribution matters; IP; licensing and supplementary rights planning.
Please note: Brazil has a specific "Sports Law" section for individuals which should include all the aforementioned work which relates specifically to Sports.
This chapter encompasses legal claims that allow an injured party to recover financial compensation from the manufacturer or seller of a product. This can include faulty brakes, contaminated food and medicine lacking appropriate label warnings. Law firms advise manufacturers, distributors, suppliers retailers and others who make the product available to the public.
It also covers toxic tort, relating to the exposure to chemicals, pharmaceutical drugs or occupational hazards. Most pharmaceutical claims are mass tort cases, because drugs are consumed by thousands of people. Occupational toxic tort cases occur where industrial and other works have been exposed to toxic chemicals.
The projects chapters focus on the development; financing (limited and non-recourse); refinancing and acquisition / divestitures of large projects that arise from the capital intensive infrastructure and energy markets. Infrastructure projects include toll road, ports, rail and light rail systems, water desalination plants as well as social infrastructure such as hospitals, schools and prisons. In the energy sector, advice on projects includes refineries, pipelines, LNG and petrochemical terminals, power plants and wind power, waste-to-energy and hydro-wave technology.
Clients in this sector include sponsors, special purpose vehicles, lenders such as banks and multilateral agencies, contractors and operators, and governments.
Project Finance (International Counsel)
This section seeks to identify those lawyers advising on the laws of jurisdictions outside of Latin America as they apply to matters arising in Latin America. The focus here is on the development, financing (limited and non-recourse) and refinancing of large projects that arise from the capital-intensive infrastructure, energy and natural resources (mining and metals) markets. Infrastructure projects include toll road, ports, rail and light rail systems, water desalination plants, hospitals, schools and prisons. In the energy sector, advice on projects includes refineries, pipelines, LNG and petrochemical terminals, power plants and wind power, waste-to-energy and hydro-wave technology. Clients in this sector include sponsors, special purpose vehicles, lenders such as banks and multilateral agencies, contractors, operators and governments. Please note that matters pertaining to the financing of any of the projects mentioned here must be reported exclusively in this section, hence the financing of energy projects is appropriate for this section, however the acquisition of an energy project should be reported in Corporate/M&A. All matters pertaining to the development and financing of mining projects should be reported here, however in line with the above approach, the acquisition of mining projects should be reported in Corporate/M&A.
Public Law focuses on the relationship between individuals or private entities and central and local government and other public or regulatory bodies, which for the purpose of the Latin America guide covers constitutional and administrative law matters such as, contentious and non-contentious proceedings, judicial reviews, litigation before constitutional courts, advice on the powers and administrative functions of the government.
It also includes matters relating to public procurement, as well as regulatory advice excluding regulatory work related to specific practice areas already considered in a particular jurisdiction: Competition, Energy & Natural Resources, Labour and Employment, Life Sciences, Tax, TMT, Intellectual Property, among others.
This chapter features a broad range of rural, commercial and residential real estate matters, including developments, investment transactions, M&A and corporate structuring. Purchase, lease, built-to-suit, surface and usufruct agreements, among others contracts, are also relevant examples of work. Firms may also support clients with registry matters, including land parcelling and title and deed regularisations.
Real estate also encompasses work relating to financing products such as loans, receivable funds, mortgages and letters of credit. The firms may advise clients on the creation of special purpose entities, real estate investment funds and real estate investment trusts. Additionally, firms can handle sector-related disputes and provide general legal advice to tax matters relating to real estate transactions and companies.
This practice area covers all advice pertaining to the impact that foreign imposed sanctions have on a business’s ability to operate in a country. This includes advice to state-owned entities that are currently sanctioned by foreign governments. Training provided to employees and the review of internal policies considering international sanctions can be included here.
This section looks at shipping & maritime litigation involving breaches of charter-party disputes, cargo and bills of lading claims, the arrest of vessels and cargoes, marine insurance claims, collision, salvage and environmental liabilities. On the non-contentious side, law firms advise on contractual arrangements for construction, financing and registation of vessels, customs and licensing, and documentation relating to charter-parties and bills of lading.
Tax covers a broad range of matters on both the contentious and non-contentious side. Relevant matters includes tax advisory work on international taxation, including transfer pricing and double taxation is highly relevant to this area, as is advice on tax structures for corporate transactions. This section also covers tax controversies, including both litigation and audits.
Please note: In Mexico, Tax is divided into two separate sections, namely Tax: Controversy and Tax: Non-contentious.
The Technology section focuses both on Information Technology and on Privacy and Data Security.
In relation to IT, advising companies on technology regulations and drafting contractual agreements in the technology field, such as technology-transfer agreements and outsourcing contracts between large corporations and suppliers of IT services, are central components of active legal work in this field. Law firms advising investors or start-up enterprises in the IT sector, including those related to strategic agreements, regulatory adequation, corporate governance and IT litigation, are also significant forms of legal work for this section.
In relation to Privacy and Data Security, this relates to corporate compliance with privacy and information-management laws and regulations. Law firms advising on data security breaches and on the ramifications and requirements of data breach notifications also have relevant work in this field. Representing clients in investigations, enforcement actions, administrative procedures or litigation related to said data security breaches are also to be included in this section. International work in Privacy and Data Security can include advising clients with multinational operations on data security issues relating to cross-border transfers of data, such as in large-scale outsourcing transactions involving a number of countries, and on global or multi-jurisdictional privacy compliance programmes.
Please note: M&A and other types of corporate finance work for technology companies should be restricted to the Corporate/M&A submission and not included here.
This section concentrates on a range of legal issues arising from the heavily regulated areas of telecommunications and broadcasting. Work includes transactional and litigation advice to telecoms companies, wireless operators, TV and/or radio broadcasters and the regulatory issues that such companies face. These issues might be government sponsored-inquires, investigations or compliance proceedings. Other matters include interconnection and resales laws, multimedia agreements and licensing activity.
Please note: General corporate advice to telecoms companies is relevant, however, M&A is better included in the Corporate M&A section rather than Telecommunications or, as in the case of most Latin American jurisdictions, TMT.
This combined section encompasses all aspects of the Telecommunications, Media and Entertainment, and Technology sections as outlined above.
This section covers work on behalf of entrepreneurs, founders, start-ups, emerging companies, individual and institutional investors, as well as VC funds and firms. Work might include negotiation of commercial agreements or partnerships, early and late-stage venture financings (including seed capital, Series A, B, C and D funding rounds as well as IPOs), regulatory compliance issues and other advisory work.
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