GCR 100 - 17th Edition

Brazil

10 January 2017

Brazil

Brazil remains the top Latin American country for antitrust practice, with several firms advising clients on the full spectrum of competition issues in front of one of the more capable enforcers, the Administrative Council for Economic Defence.

Elite

Already one of the leaders in Brazil’s antitrust bar, BARBOSA MÜSSNICH & ARAGÃO ADVOGADOS grew substantially in the past year, with the team now composed of 30 people in the Rio de Janeiro and São Paulo offices. Barbara Rosenberg continues to lead the firm on a variety of merger and behavioural cases. While partner Jose Carlos Berardo left the firm, Jose Inacio Almeida Prado Filho was promoted to partner this past year; the team has five senior associates assisting the partners and leading the more junior members of the firm.

On the merger front, BMA advised some major players in Brazil and worldwide, including DuPont in its giant agricultural merger with Dow Chemicals; Brazil’s largest private education company, Kroton Educacional, in its acquisition of rival Estácio Participações; Agrium in its merger with Potash, which creates the world’s biggest crop nutrient provider; and Itaú Unibanco in its conditionally cleared joint venture with MasterCard.

On the conduct front, BMA acted for Expedia in a recent investigation opened by the Administrative Council for Economic Defence (CADE) and the firm also counselled a number of companies in several international cartel cases, representing leniency applicants and defendants. The company also represents a company in the ongoing, wide-ranging “Operation Car Wash” investigation.

While MAGALHÃES E DIAS – ADVOCACIA did not promote or hire any new partners this past year, it has committed to working from the ground up, hiring five young lawyers to join the prominent competition practice. Co-founders Gabriel Nogueira Dias and Carlos Francisco de Magalhães still lead the firm, which advises a diverse group of clients on Brazilian antitrust matters.

Magalhães e Dias was very active in behavioural cases throughout the past year, including obtaining a positive and unique decision from the Superior Court of Justice confirming that the radius clause adopted by Shopping Iguatemi Porto Alegre is legal and not abusive. The decision was important, because CADE had levied a fine for the use of the same radius clause, and Shopping Iguatemi can now use the Superior Court’s decision in its appeal in front of the antitrust enforcer. The Magalhães team is also active in the wheat flour cartel investigation, which is currently in front of CADE. The firm was responsible for annulling part of the search and seizure in the case – the first search and seizure of this kind made by CADE under the new antitrust law.

On the merger front, the firm successfully represented Brazilian brewing company AmBev – the biggest brewing company in Latin America and fifth-largest in the world – in its opposition to the Ball/Rexam beverage can merger. The firm’s demonstration to CADE of the insuperable antitrust problems of the acquisition as originally proposed led to the antitrust enforcer requiring a large number of divestitures before approving the deal.

MATTOS FILHO VEIGA FILHO MARREY JR E QUIROGA ADVOGADOS remains one of the most active firms in the antitrust field in Brazil, in both mergers and conduct work. The number of fully dedicated competition partners has recently grown with the promotion of Renata Zuccolo, which brings the firm to four partners and 20 associates including Amadeu Carvalhaes Ribeiro, Marcio Dias Soares and Lauro Celidonio Gomes dos Reis Neto.

On the merger front, the team was involved in several high-profile cases scrutinised by CADE in the past year, including Halliburton’s US$34.6 billion proposed acquisition of Baker Hughes; Ball’s tie-up with rival Rexam; Nokia’s US$17.2 billion purchase of Alcatel-Lucent; and ACE’s US$28.3 billion acquisition of Chubb – the biggest deal in the insurance sector. Recently, the team represented both companies in obtaining CADE’s approval for Nissan’s US$2.2 billion acquisition of a controlling stake in Mitsubishi Motors, and currently acts for the Brazilian clearing house Cetip in connection with its acquisition by the Brazilian stock-exchange and futures-market operator BM&FBovespa. The firm represents ChemChina in connection with its US$43 billion offer to buy Syngenta, among other major deals.

The firm’s conduct work included representation of Landis+Gyr, a global industry leader in metering solutions, in a settlement with CADE regarding an alleged cartel in the market for electricity meters. Mattos Filho also acted for Premier Farnell’s Brazilian subsidiary in a settlement with CADE regarding an alleged cartel in the market for measurement instruments. Other new developments include the firm’s representation of a major international bank in the foreign exchange investigation; a major global pharmaceutical company in the alleged drug cartel investigation; Petrobras Distribuidora in a new investigation into the fuel distribution sector; and a global auto parts company in the shock absorbers investigation.

Pinheiro Neto Advogados remains one of the elite firms in the Brazilian antitrust world, boasting five partners and a growing team that works out of the São Paulo and Brasilia offices. The practice shines in an enormous firm of over 300 lawyers.

The firm was involved in many of the most important merger cases submitted to CADE. Partner Leonardo Rocha e Silva and his team secured the competition authority’s approval of Microsoft’s acquisition of Linkedin within 30 days – the first formal clearance obtained for the global deal. Renê Medrado and his team is representing Dow Chemical in its intended merger with DuPont. The companies have significant market shares in materials sciences, specialty products and agricultural products.

Turning to behavioural issues, José Alexandre Buaiz Neto and his team represented MAHLE Behr in CADE’s antitrust investigation into automotive thermal systems, which followed the European probe that accused MAHLE Behr of forming a cartel. Pinheiro Neto was able to obtain a settlement with CADE in June 2016. The firm is also involved in various complex unilateral conduct cases, leniency negotiations, performance commitments and settlement agreements.

SAMPAIO FERRAZ ADVOGADOS, an antitrust boutique, has stayed busy this past year. Founder Tercio Sampaio Ferraz Jr is the revered boss of this family-run firm and a respected academic who acquaintances address as “professor”. This past year, he got some assistance through the addition of four partners: Luís Wielewicki, Bruno Furiati, Beatriz Trovo Pontes de Miranda and Rodrigo Maia. Professor Juliano Souza de Albuquerque Maranhão also helps out on matters.

The firm took the reins on some big behavioural cases, including providing counsel to Brazilian construction company UTC in administrative procedures before CADE regarding alleged rigging of Petrobras and Eletronuclear bids. The firm also represented ADTranz regarding alleged bid-rigging of São Paulo Subway and other companies in the subway and railway sector. The case is currently in the discovery phase before CADE’s General Superintendence. In another bid-rigging case, Sampaio Ferraz represents Convida Alimentação, a Brazilian company that provides food services to corporate clients, in CADE’s administrative procedure on the alleged scheme regarding bids for granting the provision of school snacks in the state of São Paulo.

Also on the behavioural front, the firm counselled ATS Brasil and Americas Clearing System in CADE’s preparatory procedure regarding BM&FBovespa’s allegedly seeking to unlawfully preserve its monopoly for all services provided and markets related to stock exchanges in Brazil, especially with regard to the provision of access to BM&FBovespa’s central depository services. The preliminary procedure is currently under analysis by CADE’s General Superintendence.

Marcelo Calliari continues to lead TOZZINIFREIRE ADVOGADOS, which already boasted an impressive roster of lawyers before growing by nine this past year, bringing the total count to six partners and 30 associates. The firm houses highly respected lawyers including Calliari, Daniel Oliveira Andreoli, Marcio de Carvalho Silveira Bueno and José Augusto Caleiro Regazzini, and represents some major companies in Brazilian antitrust matters.

The team worked on a number of investigations this past year, such as counselling TRW in connection with the Brazilian auto parts cartel investigation, the largest-ever international antitrust enforcement action. TozziniFreire was also retained to represent NEC Tokin in the settlement negotiations with CADE in the alleged capacitors cartel. The negotiations were successful and covered NEC Tokin and involved individuals.

The firm was unusually active in the merger arena, advising both Dell and EMC in clearing the largest acquisition in tech history – the US$62 billion deal resulted in a market concentration of nearly 60% in the Brazilian external storage systems market. Despite that, the firm helped with complex analysis and achieved unconditional clearance within two months of filing. TozziniFreire advised Crown Embalagens in its opposition to the Ball/Rexam deal, influencing CADE’s imposition of remedies, such as the divestment of plants and commitments to transfer contracts with customers. The firm obtained unrestricted approval of a joint venture between Groupe Casino and DIA over opposition from the Brazilian Food Industry Association; CADE cleared the deal after TozziniFreire demonstrated a lack of negative effect on competition.

ADVOCACIA JOSÉ DEL CHIARO has been able to maintain a top position in the Brazilian antitrust bar. Many local and foreign companies look the firm for advice in strategic cases. Former CADE boss José Del Chiaro and the young but highly regarded Ademir Antonio Pereira Jr lead a talented team of lawyers, dealing with merger issues and behavioural issues as they arise for their clients. Although he is 60, Del Chiaro has plenty of energy, and with Pereira has secured the trust of top clients across the country.

The firm now helps to represents Google in all four investigations in Brazil, which is a testament to the team’s ability to take on a premiere quality of cases. They also work on IP and antitrust cases that are shaping precedent with regard to sham litigation, fraud at the patent office and standard-essential patent enforcement. Finally, the team now handles the first hub-and-spoke cartel case in Brazil; they represent Positivo Informática, the largest computer and laptop maker in Brazil and the market leader for the past 15 years, which is accused of organising a cartel among resellers to rig public bids.

GRINBERG CORDOVIL ADVOGADOS has grown considerably from just five lawyers in 2010 to 13 lawyers today. Founders Mauro Grinberg and Leonor Cordovil lead the team of four partners and nine associates. In 2015, Karen Ruback and Ricardo Motta joined the firm as new partners. GCA is known for keeping a close relationship with its clients, offering a well-fitted, high-quality service.

GCA is involved with many vertical restraints and dominance cases: part of the team representing Google in three investigations over alleged abuse of dominance; acting for Shell/Raizen in resale price maintenance allegations; advising drugmaker Abbvie in the alleged sham litigation and abuse of intellectual property rights case by Cristalia; and others. Regarding merger control, GCA has advised Ball in the acquisition of Rexam; represented Sony Pictures in both the partnership with Universal for home entertainment products and the acquisition of the Lifetime channel; and handled deals for Brazilian companies. GCA also represented many interested third-party clients such as rival Sirona in the merger of two other dental products companies, Dabi and Gnatus.

Head of the practice at LEVY & SALOMÃO ADVOGADOS, Ana Paula Martinez remains a star in the Brazilian antitrust bar. She works alongside partners Alexandre Faraco, Bolivar Rocha and Mariana Tavares de Araujo. Both Rio-based Araujo and Martinez are familiar faces on the international conference circuit and are among the best-known Brazilian antitrust lawyers.

The firm’s involvement in the far-reaching and sensitive “Operation Car Wash” investigation includes designing and implementing the first-ever internal leniency programme, launched in January 2016 by Camargo Corrêa, which was effective in ensuring cooperation regarding agreements with prosecutors. Partners Martinez and Faraco also assisted Camargo Corrêa in the execution of two leniency agreements: one for Eletronuclear/Eletrobras, regarding alleged illegal conduct in the Brazilian nuclear agency; and one for Valec, a Brazilian railroad company. Levy & Salomão has also been involved involved in the foreign exchange litigation, the Lafarge investigation, the now-abandoned Allergan/Pfizer merger and the auto parts cartel investigation.

MACHADO MEYER SENDACZ E OPICE ADVOGADOS is one of the largest law firms in Brazil, with 350 lawyers, 150 trainees and 200 administrative personnel working at offices in São Paulo, Rio de Janeiro, Brasília, Belo Horizonte, Porto Alegre and New York. The antitrust team consists of partners Tito Amaral de Andrade, Maria Eugênia Novis and Marcos Paulo Verissimo and 11 associates.

The firm has been active in a number of high-profile cases, including the “Operation Car Wash” cartel investigation – representing Construtora Norberto Odebrecht, one of the largest construction companies in Brazil – and several major mergers. The team advised Coty in its acquisition of Procter & Gamble’s beauty products; Machado helped the global cosmetics company achieve unconditional clearance from CADE in June 2016. The firm was also involved in the Ball/Rexam tie-up, advising food and beverage packaging company Ardagh Group in acquiring some of the divested assets, including drafting the agreement and working with CADE to get it approved.

Big changes came to PEREIRA NETO MACEDO ADVOGADOS this past year, with Olavo Zago Chinaglia, former commissioner and interim president of CADE, joining the firm in January 2016. He now co-heads the competition law team with Caio Mário da Silva Pereira Neto. They are supported by senior associates Daniel Douek, Ricardo Pastore and Schermann Miranda, as well as a team of nine other associates and seven interns. Partner Joaquim Moraes leads court litigation regarding antitrust matters.

Some notable cases include the firm’s representation of Ambev in front of CADE in the brewery’s acquisition of an industrial plant from Brasil Kirin, the Brazilian subsidiary of the beverage company Kirin. The deal was challenged by Cervejaria Petropolis – a competing beer producer – and by Ball. PNM secured clearance of the tie-up without restrictions in July 2016. Pereira Neto also partook in several major behavioural cases, including providing counsel to Morgan Stanley in the foreign exchange antitrust litigation, and acting for Banco Bradesco, Cielo and Elo in an ongoing probe assessing competition in the Brazilian market for payment cards.

TRENCH ROSSI E WATANABE ADVOGADOS, in association with Baker & McKenzie, remains stable in the Brazilian antitrust bar. Francisco Ribeiro Todorov heads the antitrust practice, whose workload includes representing high-profile multinational clients in a variety of sectors. Partner Adriana Giannini is a specialist in merger control notifications, and also has expertise in cartel and abuse of dominance investigations.

The firm continues to represent Petrobras in the government’s investigation into the “Operation Car Wash” bid-rigging allegations. Trench Rossi also provided counsel to Siemens in the subway cartel, both in front of CADE – where the company has secured a leniency agreement – and in the damages claims that have been filed. The team counselled Standard Chartered in the ongoing foreign exchange antitrust litigation. On the deal side, the firm represented Unilever in the divestiture of the consumer products giant’s soy-based beverage business to Coca-Cola; and FedEx in its acquisition of sole control of TNT Express, which received unrestricted approval in March 2016.

Aurélio Santos and Ricardo Botelho lead the antitrust team at CASCIONE PULINO BOULOS & SANTOS ADVOGADOS, counselling several big clients with three other counsel at the firm. With respect to merger control, the firm represented industrial gases company White Martins in the notification to CADE of an agreement through which White Martins would supply industrial gases to the ArcelorMittal’s flat steel plant located in the southeast region of Brazil. CADE cleared the transaction in May 2016. On conduct cases, Cascione is working on the defence of Dachser in an ongoing case regarding an alleged international cartel in the market for international freight forwarding services to and from Brazil.

DEMAREST ADVOGADOS advises on major mergers and conduct issues across Brazil. Bruno de Luca Drago and Paola Pugliese tackled issues for an impressive client list – including representing Estácio in its merger with Kroton, which combined the two largest higher-education groups in Brazil to form the largest in the world. The firm also represented Galvão in the “Operation Car Wash” cartel investigation, Comgas in a unilateral conduct case, and a client in the foreign exchange antitrust litigation. Finally, Demarest is representing Reckitt Benckiser in its acquisition of the condom and lubricant business from Hypermarcas, resulting in the divestiture of Reckitt Benckiser’s KY-jelly business in Brazil.

FRANCESCHINI E MIRANDA ADVOGADOS, one of the original antitrust boutiques in Brazil, continues to be led by José Inácio Gonzaga Franceschini. The firm acted for both Pfizer and AstraZeneca in the former’s purchase of the latter’s antibiotics business; represented both Monsanto and DuPont in their chemicals deal; and helped Pfizer on several other acquisitions. Other important mergers in the pipeline remain confidential for the time being. The firm has become a standard reference for mergers and other reportable transactions in the pharmaceutical and biotech industries. Regarding cartels, the firm represented UTi in the freight forwarding case, Prysmian in the submarine cable case, Bunge in the wheat flour case, Embryo/RPC in a case regarding cellphone recharging and Arteb in the auto parts case.

MUNDIE ADVOGADOS, despite historically focusing on conduct investigations and letting its larger rivals handle merger filings, was active across the board this past year. Guilherme Ribas leads the small team, which represented Tyco Electronics Brasil in an administrative procedure brought by CADE in January 2016 regarding an alleged cartel in telecommunications components. Mundie also represented a company, Moinhos Cruzeiro do Sul, in CADE’s administrative proceeding for an allege wheat flour cartel. In mergers, Mundie represented Fleetcor in the acquisition of Sem Parar, the largest provider of electronic toll-payment and parking lot-payment equipment in Brazil. The acquisition was cleared by CADE without restrictions in August 2016. Also notable was Mundie’s representation of third party Sky Brasil in the merger review procedure of a transaction involving SBT, Record and RedeTV – three of the main broadcasters in Brazil. CADE eventually approved the deal, but with restrictions.

VEIRANO ADVOGADOS promoted Leonardo Maniglia Duarte to partner, joining practice leader Mariana Villela on antitrust matters. The firm represented State Grid in its merger notification for acquiring US$1.8 billion in shares of electric energy company CPFL from Camargo Corrêa. Veirano also was active on behavioural matters, representing Danfoss in an international cartel investigation involving compressors for refrigeration market; and representing Multiplan in an probe of certain agreements with non-compete clauses in the shopping mall industry. Veirano also took part in the freight forwarding investigation, representing Ceva Logistics.

Firm

Head(s) of competition

Size

Who’s Who Legal nominees

Clients

Elite

Barbosa Müssnich & Aragão Advogados

Barbara Rosenberg

2 partners

5 senior associates

23 other lawyers

Barbara Rosenberg

DuPont, Latam, Kroton, BASF, Cisco, Grupo Ultra (Ipiranga, Ultragaz), BTG, Advent International, Novartis, AstraZeneca

Magalhães e Dias – Advocacia

N/A

2 partners

21 others (attorneys and economists)

Gabriel Nogueira Dias

Shopping Iguatemi, Ambev, Lafarge, CSN, Booking.com

Mattos Filho Veiga Filho Marrey Jr e Quiroga Advogados

N/A

N/A

Amadeu Carvalhaes Ribeiro

Marcio Dias Soares

Lauro Celidonio Gomes dos Reis Neto

Google, UPS, Intel, Embraer, Sanofi, Camargo Corrêa, Toshiba, Gol Linhas Areas, Sumitomo Electric, The Carlyle Group, FCA Fiat Chrysler Automobiles, PPG

Pinheiro Neto Advogados

José Alexandre Buaiz Neto

5 partners

18 associates

José Alexandre Buaiz Neto

Cristianne Saccab Zarzur

Leonardo Peres da Rocha e Silva

Microsoft, Hitachi, Tetra Pak, Nippon Steel, Deere & Co, Mastercard, Dow, Credit Suisse, Abbott Laboratories, Siemens, Compagnie de Saint-Gobain, Mitsui

Sampaio Ferraz Advogados

N/A

6 partners

24 total lawyers

Tercio Sampaio Ferraz Jr

Juliano Souza de Albuquerque Maranhão

UTC, ADTranz, Convida Alimentação Ltda, ATS Brasil, BT Brasil

TozziniFreire

N/A

6 partners

30 associates

Daniel Oliveira Andreoli

Marcio de Carvalho Silveira Bueno

Marcelo Calliari

José Augusto Caleiro Regazzini

UBS, Skanska, NGK, ABB, Holcim, IMS, Caterpillar, Groupe Casino/Grupo Pão de Açúcar, MasterCard, SKF, AkzoNobel, Dufry, ColgatePalmolive, NEC, BMW, Arysta

Highly Recommended

Advocacia José Del Chiaro

José Del Chiaro

3 partners

8 associates

José Del Chiaro

Alcoa, Air Liquide, ArcelorMittal, Audi, Ericsson, Femsa, Google, Heineken, Hypermarcas, Ipiranga, Lundbeck, MAN, Mondelez, Phillip Morris

Grinberg Cordovil Advogados

Mauro Grinberg

Leonor Cordovil

4 partners

9 associates

Mauro Grinberg

Leonor Cordovil

Google, Visa, Sony Pictures, Instituto Aço Brasil, Merck SA, HBO Latin America, Schindler, Shell/Raízen, Associação Brasileira de Televisão por Assinatura (ABTA)

Levy & Salomão Advogados

Ana Paula Martinez

4 partners

7 associates

Ana Paula Martinez

Mariana Tavares de Araujo

Aisin, Alps, Alsar, Allergan, Arteche, Bekaert, Brasal, Camargo Corrêa, Chiyoda, CTIS, EAS, Henkel, HSBC, IBF, LafargeHolcim, LGE, Michelin, Midea Group, Nichicon

Machado Meyer Sendacz e Opice Advogados

Tito Amaral de Andrade

3 partners

11 associates

Tito Amaral de Andrade

Maria Eugênia Novis

Vale SA, Grupo Ultra, Baxter, Amil (United Health Group), Aperal (Mittal Group), Telefónica, AllianceOne, Souza Cruz, Rio de Janeiro Refrescos, Ingersoll Rand, Kemira

Pereira Neto Macedo Advogados

Caio Mario da Silva Pereira Neto

Olavo Zago Chinaglia

2 partners

3 senior associates

9 associates

7 interns

Caio Mario da Silva Pereira Neto

Olavo Zago Chinaglia

Ambev SA, Algar, ANSAC, Ashland, Bradesco, Cielo, CSN, DASA, Dana Corporation, Elanco, Itron Inc, Morgan Stanley, Oi SA, Philip Morris

Trench Rossi e Watanabe Advogados (in association with Baker & McKenzie)

Francisco Ribeiro Todorov

2 partners

1 of counsel

3 associates

Tulio Freitas do Egito Coelho

Francisco Ribeiro Todorov

General Electric, Air Liquide do Brasil, LG Display, AT&T, Honeywell International Inc, Liquigás Distribuidora, Nestlé, American Airlines, Inc, Abbott Laboratories, Shell

Recommended

Cascione Pulino Boulos & Santos Advogados

Aurélio Marchini Santos

2 partners

3 others

Aurélio Marchini Santos

Unilever, AmBev, Electrolux, Gaspetro, White Martins, Dachser, Banco BMG, Multipark, Sherwin Williams, ZF do Brasil

Demarest Advogados

Bruno de Luca Drago

2 partners

2 senior associates

6 associates

5 trainees

Bruno de Luca Drago

Paola Pugliese

Braskem,  Monsanto, Galvão Engenharia, MPE/EBE, Akzo Nobel, Reckitt Benckiser, Comgás/Cosan, Clariant, Estácio,de Sá Educação, Delta Airlines (Confidential)

Franceschini e Miranda Advogados

José Inácio Gonzaga Franceschini

1 partners

1 economic adviser

4 associates

José Inácio Gonzaga Franceschini

Pfizer, Prysmian, Bunge, Monsanto, DuPont, AstraZeneca

KLA – Koury Lopes Advogados

N/A

N/A

None

N/A

Mundie Advogados

Guilherme Ribas

1 partner

6 associates

Guilherme Ribas

Heineken, Agility, the Brazilian Salt Association, Appliances Components Companies, Asics, the Brazilian Internet Association, Glencore Xastrata

Veirano Advogados

Mariana Villela

2 partners

15 associates

Mariana Villela

Claro SA, Glaxo SmithKline, Ceva Logistics, Danfoss, Philip Morris, Mars, Autoliv, State Grid, BMW, Statoil, Norsk Hydro, Endesa, Universal Music, AES, Grimaldi, Air BP

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