Mello Torres

Managing Partners: Carlos José Rolim de Mello, Clovis Torres and Sergio André Laclau

Senior Partners: Alexandre Simões Pinto, Fabricio Cardim, Natalia Teixeira, Bruno Sartori, Renata Ribeiro, Roberto Panucci, Diogo Nebias, Vinícius Alvarez, Rafael Sanchez

Number of partners: 16

Number of other lawyers: 50

Languages: English, French, Portuguese, Spanish

Firm Overview:

Mello Torres is a multidisciplinary firm that allies the expertise of renowned lawyers in the transactional practice and young lawyers with solid academic background and experience, providing personalised high-standard legal services. The team comprises around 60 attorneys who are closely involved with the clients’ most relevant business transactions and most critical disputes in various integrated practice areas through its offices located in São Paulo and Rio de Janeiro.

Main Areas of Practice:

■ Competition & Antitrust

■ Banking, Insurance and Finance

■ Compliance and Anticorruption

■ Capital Markets

■ Data Protection and Privacy

■ Corporate

■ M&A & Private Equity

■ Litigation, Arbitration & Dispute Resolution

■ Infrastructure and Project Finance

■ Crisis Management

■ Tax

■ Environmental

■ Public Law

■ Labour & Employment

■ Insurante, Reinsurance and Private Pension

■ Startups and Venture Capital

■ Mining

■ Real Estate

Practice Areas

M&A & Private Equity:

The firm advises Brazilian and foreign clients on the buy- and sell-side of M&A and private equity transactions. The foreign clients include companies investing in Brazil for the first time and that require guidance to understand the complex Brazilian legal system, as well as those expanding their activities in the country. The firm supports them in all areas and stages of company and asset acquisitions, assisting and coordinating all aspects of the legal due diligence and competitive processes. This includes preparing letters of intent and offers, drafting and negotiating purchase and sale agreements and other related documents, as well as support during closing and other perfection procedures.

Corporate:

The firm advises clients in complex corporate restructuring transactions (such as mergers, spin-offs, joint ventures, etc.) involving publicly and privately held companies. The firm also develops and improves clients’ corporate governance practices, such as internal policies, and draft and negotiate documents like shareholders agreements, articles of association and minutes of shareholders meetings, including support in filing documents with the relevant public authorities such as commercial registry boards.

Project Finance:

The firm advises clients in the structuring of national and cross-border project finance transactions in various industries, involving funding by direct and indirect financing, including via multilateral organisations, export development agencies, development banks, national and international financial institutions, and capital markets transactions. The firm’s advice comprises all stages of project finance, including structuring and implementation, due diligence, drafting and negotiation of applicable documents, and analysis of tax and regulatory aspects.

Infrastructure:

The firm advises clients in all infrastructure segments, at all stages of the relevant projects, including drafting and negotiating various types of contracts, such as engineering, procurement and construction agreements (EPC and EPCM), operation and maintenance agreements (O&M) and equipment supply agreements, among others. Furthermore, the firm also provides legal support to clients in the modeling and structuring of greenfield and brownfield projects, daily regulatory requirements, establishment of public-private partnerships and bidding processes.

Capital Markets:

The firm advises clients in the implementation of financing in the local and international capital markets, by means of public offerings or private placements, tender offers and securitisation transactions, including the issuance of equity and debt instruments locally and internationally. The firm also provides legal advice in registration procedures with the Brazilian Securities Commission (CVM) and in public offerings of investment fund shares in the Brazilian capital market.

Banking & Finance:

The firm advises clients in local and international financial market transactions, such as financing, structuring and negotiation of derivative instruments (CGD, ISDA and certificates of structured operations), debt restructuring and foreign investments. Furthermore, the firm also advises clients in the incorporation of financial institutions and other entities supervised by the Central Bank of Brazil and the Brazilian Securities Commission, and also in complying with regulatory obligations.

Tax:

The firm advises and represents clients in administrative and judicial proceedings involving tax matters, direct and indirect taxation consultancy, tax planning and special tax regimes for companies. The practice works in cooperation with the firm’s other practice areas to provide accurate legal advice on tax impacts of M&A, banking and capital market transactions, among others.

Antitrust:

The firm advises clients on strategic matters related to the Brazilian antitrust law, including the representation of national and foreign companies in submitting requests for approval of mergers and acquisitions or oppositions to transactions, as well as in investigations of conducts by the Brazilian competition authority (CADE). The firm also supports clients in structuring corporate transactions and business arrangements as well as in preparing and reviewing internal commercial policies and procedures for companies.

Litigation & Arbitration:

The firm advises national and foreign clients in legal proceedings conducted by Brazilian courts, as well as in arbitration under the auspices of the main national and international arbitration chambers and courts. The practice has recognised experience with complex and strategic litigation involving matters related to civil, administrative, corporate and financial conflicts, including with respect to financial and capital market transactions involving publicly and privately held companies, investment funds, financial institutions, state-owned companies, as well as consumer and bankruptcy law.

Mining:

The firm advises clients in demands related to mining sector regulation, as well as in the structuring and development stages of mineral exploration, mine development, extraction and trading. The firm provides a complete consulting in matters regarding the different segments of the mining industry, especially in demands related to investments, financing, corporate transactions and strategic and commercial agreements involving mining assets and companies.

International Work:

The firm advises local and foreign clients in several aspects of the Brazilian law and has also been consistently involved in several international cases, including cross border M&A transactions and investments, financing and advice to multinational companies. In each practice area, the firm has highly qualified experts, most of them holding international experience acquired in postgraduate courses in well-known foreign universities or working as international associates in important law firms and institutions of major financial centers in the world.

Clients:

The firm provides a full range of legal services to satisfy the various demands of its clients, which are among world’s leading corporations, financial institutions, multilateral agencies and private equity firms, as well as to governmental bodies, individuals and nongovernmental organisations.

Contacts:

M&A & Private Equity: Carlos Mello, Alexandre Simões Pinto, Clovis Torres, Natalia Teixeira, Vinícius Alvarez and Rafael Sanchez

Corporate: Carlos Mello, Alexandre Simões Pinto and Natalia Teixeira

Project Finance: Clovis Torres and Diogo Octavio Nebias

Infrastructure: Clovis Torres

Capital Markets: Carlos Mello, Thaís Ambrosano and Rafael Sanchez

Banking & Finance: Clovis Torres, Roberto Panucci and Diogo Nebias

Tax: Bruno Sartori,Renata Ribeiro and Victor Kampel

Antitrust: Fabricio Cardim

Litigation & Arbitration: Sergio Laclau

Labour: Giovanna Parga

Mining: Clovis Torres, Renata Ribeiro Kingston and Solange Costa

Compliance: Fabricio Cardim

Startups & Venture Capital: Roberto Panucci

Environmental: Clovis Torres and Solange Costa

Crisis Management: Clovis Torres e Renata Ribeiro

Insurance, Reinsurance and Private Pension: Roberto Panucci

Public Law: Solange Costa

Offices:

São Paulo: Av. Brigadeiro Faria Lima, 3355, 16° andar – Itaim Bibi - 04538-133

Tel: (11) 3074-5700

Rio de Janeiro: Rua Lauro Müller, 116 – Sala 1506 – Torre do Rio Sul - Botafogo - 22290-160

Tel: (21) 3550-8580

Email: [email protected]