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Souza, Cescon, Barrieu & Flesch Advogados

São Paulo - SP

Souza, Cescon, Barrieu & Flesch Advogados - São Paulo - SP
  • Rua Funchal 418
  • 11º andar
  • São Paulo - SP
  • Sao Paulo
  • Brazil
  • 04551-060
  • Tel:+55 11 3089 6500
  • Fax:+55 11 3089 6565
  • Email:Contact Us
  • Web:Visit website
  • Senior Partners: Luis Antonio Semeghini de Souza,Maria Cristina Cescon, Roberto Barrieu,Marcos Rafael Flesch, Joaquim Oliveira,Mauricio Santos, Alexandre Barreto, Ronald Herscovici
  • Number of partners:  27
  • Number of other lawyers:  203

THE FIRM: Souza,Cescon,Barrieu & Flesch Advogados is a Brazilian law firm committed to offering legal services with outstanding quality and efficiency. The full-service firm has five fully integrated offices in São Paulo,Rio de Janeiro, Belo Horizonte,Brasília and Salvador.The firm’s teams in each area of practice consist of highly qualified lawyers graduated from Brazil’s most prestigious law schools, and with international experience acquired in graduate studies in the most prestigious US and European universities and by working as international associates at renowned law firms in major global financial centres.

MAIN AREAS OF PRACTICE:  

Corporate Law, Mergers & Acquisitions, Private Equity: Advice on all aspects of corporate law and corporate transactions including the incorporation of companies, the formation of joint ventures and the structuring of multi-jurisdiction business transactions. Advice on complex merger and acquisition transactions involving public or private entities, including planning and implementation of corporate reorganisations, spinoffs, tender offers, leverage buyouts, private equity and PIPEs.

Infrastructure & Project Finance: Assistance in project financing, in particular infrastructure projects such as power, oil and gas, shipping, offshore oil assets, water and sanitation, toll roads, ports, airports, railways, subway and telecommunications. The firm also assists lenders, governmental entities and multilateral agencies, suppliers and sponsors of the project and counts on fullscale expertise in the implementation of various financing structures and projects, obtaining of registrations and analysis in all project phases of the regulatory aspects of the activity being developed.

Capital Markets: Advice on complex debt and equity transactions, including IPOs, sovereign and corporate bonds, high yield bonds, commercial papers, debentures, project bonds, promissory notes and other debt securities, as well as ADRs, GDRs and BDRs.The firmassists in tender and exchange offers and provides comprehensive guidance on capital market rules issued by the Brazilian Securities Commission and other regulatory agencies, including in administrative procedures by the Brazilian Securities Commission, and advises foreign investors on investment in the Brazilian capital markets by means of funds, investment companies, securities portfolios and other mechanisms.The firm is very active in securitisation transactions involving special purpose vehicles formed in or outside of Brazil.

Banking & Finance: Assistance to commercial and investment banks with syndicated lending, acquisition financing, export financing and other financing transactions.Assistance in structuring operational and finance lease transactions and advising on applicable legal and regulatory guidelines issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities Commission.

Tax Advice, Planning & Tax Law: Tax advice to corporations, financial institutions and individuals as well as tax planning for mergers and acquisitions, corporate anti-corruption project financing and other complex business transactions involving multiple jurisdictions. The firm represents clients in judicial or administrative proceedings and performs due diligence with all tax aspects of companies or projects and negotiates differentiated tax benefits or treatments for implementing and furthering industrial projects or new investments.

Antitrust/Competition: The firm has renowned experience in assisting clients in domestic and international transactions subject to the merger control provisions of the Brazilian legislation, from the initial risk assessment to the antitrust clearance. Souza Cescon is also very active in the representation and accompaniment throughout investigation processes carried out by the authorities, in the negotiation of leniency and settlement agreements and implementation of compliance programs.

Litigation & Arbitration: The firm works to prevent and resolve disputes through negotiation, arbitration and litigation. In the judicial sphere, the firm argues cases at all levels of the state and federal courts, including the main state and regional federal appellate courts as well as the highest courts in Brasília.The litigation team collaborates when necessary with lawyers from other practice areas and outside technical consultants with recognised expertise. In domestic and international arbitrations, the firm represents clients in cases ruled under the auspices of leading Brazilian and international arbitration institutions.

Employment & Benefits: The firm offers legal advice and full representation with experience that encompasses every aspect of labour, employment and benefits regulations, including incentive plans for the high management. Real Estate:Advice in all matters relating to real estate law, including assistance in the sale or acquisition of real property, structuring of real estate developments, as well as in financial transactions involving real property, such as securitisation, mortgage backed securities and real estate investment funds.

Other Areas of Practice: Environmental law, agribusiness, industrial and intellectual property, estate planning, anti-corruption, insurance and reinsurance and regulated industries, such as power, oil & gas, renewable energy, maritime, transportation & logistics and shipping and emerging companies.

INTERNATIONAL WORK: The firm’s international practice includes international finance and capital markets,mergers and acquisitions, joint ventures, banking and finance, structured finance, project finance and international tax planning.

Branches

  • Rua Funchal 418,
  • 11º andar,
  • São Paulo - SP,
  • Sao Paulo
  • Brazil
  • 04551-060
  • Tel +55 11 3089 6500
  • Fax +55 11 3089 6565
  • Email : scbf@scbf.com.br
  • Website : www.scbf.com.br
  • Praia de Botafogo, 228,
  • Conj 1101, Edificio Argentina,
  • Rio de Janeiro - RJ,
  • Rio de Janeiro
  • Brazil
  • 22250-040
  • Tel +55 21 2196 9200
  • Fax +55 21 2551 5898
  • Email : scbf@scbf.com.br
  • Rua Rio de Janeiro,
  • 2702 Pilotis,
  • Belo Horizonte - MG,
  • Minas Gerais
  • Brazil
  • 30160-042
  • Tel +55 31 2519 2200
  • Fax +55 31 2519 2231
  • Email : scbf@scbf.com.br
  • Setor Hoteleiro Sul QD 06 Cj A Bl A,
  • Edificio Brasil 21,
  • Sala 506,
  • Brasília - DF,
  • Distrito Federal
  • Brazil
  • 70316-902
  • Tel +55 61 3037 5717
  • Fax +55 61 3321 0525
  • Email : scbf@scbf.com.br

Banking & Finance - Brazil

THE FIRM This firm stands out for its international profile and for the broad scope of its finance practice, according to sources. The team has long-standing experience in corporate and acquisition finance, and is still present in high-end project finance despite the departure of several key partners in mid-2012. The Rio group has been increasingly active in the offshore industry of late, and the firm is widely recognised as a leader in this sector. By way of example, it recently advised Sete Brasil on the negotiation of 17 bridge loans and the issuance of BRL1.8 billion in unregistered debentures to be purchased by FI-FGTS. The firm also represented Sapura Navegação as it raised USD250 million to finance the construction of a pipe-laying support vessel. 

Sources say: "This firm is great for finance matters. We value the accessibility of the senior partners and the team's strong knowledge of the market and its key players."

KEY INDIVIDUALS Ronald Herscovici is widely regarded as a leading finance lawyer, and his broad practice ranges from bank lending and securitisation to capital markets and structured deals. He is described by clients as a "vastly experienced, no-nonsense lawyer."

Maurício Teixeira dos Santos specialises in projects and is regarded by sources as an expert in offshore finance: "He speaks the bankers' language, which makes him very easy to work with."

Capital Markets - Brazil

THE FIRM This firm is highly esteemed for its transactional work and has seen substantial growth in capital markets in recent years, despite less favourable market conditions. The team is widely recognised as a leading player for debt and equity deals, and clients benefit from the firm's broad experience across the full spectrum of financial products and instruments. Recent highlights have seen the team advise TAESA on its BRL1.75 billion follow-on, and serve as counsel to Unicasa in one of 2012's few IPOs. In another key mandate the firm represented Odebrecht Finance in the issuance of over USD1 billion in senior notes.

Sources say: "The team offers multidisciplinary expertise and is able to tackle various fronts simultaneously. It delivers work of a high technical quality and demonstrates intricate knowledge of the market."

KEY INDIVIDUALS Joaquim José Aceturi de Oliveira is unanimously regarded as one of Brazil's leading lawyers for capital markets. He is described as a "sharp and versatile negotiator who develops a great rapport with clients." 

Ronald Herscovici stands out for the breadth of his practice, which spans capital markets, corporate finance and banking. According to clients, "Ronald is experienced, straightforward and easy to work with. He thinks like a Wall Street lawyer so we speak the same language." 

Alexandre Gossn Barreto led TAESA's recent follow-on and is hailed by clients as "energetic, available and commercially minded." Sources also highlight his strong track record and in-depth knowledge of the subject matter.

Eduardo José Herszkowicz enters the table this year following positive client reviews: "He stands out for his efficiency, responsiveness and ability to handle a heavy workload." 

Since publication, Daniel De Miranda Facó has joined the firm. He is widely regarded as a leading lawyer for capital markets and receives glowing praise from clients, who highlight his "ability to lead every transaction with unparalleled safety and creativity."

Competition/Antitrust - Brazil

THE FIRM This well-established firm advises clients on the full range of antitrust matters, including merger filings, compliance programmes and leniency agreements. The nine-lawyer team recently represented Portugal Telecom in a successful merger filing that paved the way for its acquisition of a substantial stake in Brazil's largest telecoms group, Oi.

Sources say: "They are extremely client-focused and have an in-depth knowledge of the market."  

KEY INDIVIDUALS Joyce Midori Honda was recently promoted to partner and is a highly regarded member of the team. "She's diligent and knowledgeable, and always goes out of her way to help us," say clients.

Corporate/M&A - Brazil

THE FIRM High-end transactions make up a significant proportion of this firm's workload. The corporate team handles a large volume of M&A deals and benefits from the firm's expertise in other key areas such as finance and capital markets. Recent highlights include advising Delta Air Lines on the acquisition of a minority stake in Gol's preferred shares. The team also assisted Camil Alimentos as it acquired 100% of Cosan's sugar retail company, Docelar Alimentos e Bebidas. Another important aspect of the firm's practice in this area is providing daily assistance to long-term domestic clients such as Rodobens and General Shopping. 

Sources say: "We are extremely happy with their services - the senior partners are always available and directly involved, and they are always concerned with the financial side of things."

KEY INDIVIDUALS Maria Cristina Cescon is widely acknowledged as one of Brazil's best M&A lawyers. "She is my go-to person for complex deals," said one client, adding: "She knows all the shortcuts that can drive the deal through."

Marcos Rafael Flesch is a highly esteemed corporate lawyer. Sources highlight his "knowledge of the nuances of the Brazilian market" and further commend his pragmatic and straightforward attitude.

Gyedre Palma Carneiro de Oliveira is an important team member who is valued by clients for her "responsiveness, proactive approach and attention to detail."

Fabíola Cammarota de Abreu has a broad commercial practice that spans M&A, competition and IP matters.

Dispute Resolution - Brazil

THE FIRM This prominent full-service player has established a robust disputes team that frequently works in tandem with the firm's leading M&A and capital market divisions. The group acts for high-profile clients on domestic and international commercial disputes, and is particularly active in handling corporate and civil liability issues, in addition to infrastructure contracts. In a recent work highlight, the team represented a major Brazilian energy and construction group in an ICC arbitration regarding a joint venture created to develop energy power plants.

Sources say: "The partners are business-oriented and the firm's structure allows for the best experts to be matched to the client's needs."

KEY INDIVIDUALS Gabriel Seijo Leal de Figueiredo co-heads the department and attracts much praise from clients: "He is flexible and responsive, and has excellent written and spoken English."

Carlos David Albuquerque Braga leads the department alongside Seijo and is highly prized by clients: "He is experienced and objective, and demonstrates sound practical knowledge."

Energy & Natural Resources - Brazil

THE FIRM This celebrated oil and gas practice is housed within the firm's infrastructure and project finance department, enabling it to provide an integrated service to clients dealing in offshore exploration and production assets, as well as those active in platform and ship financing. The group is also well placed to advise on concession and consortium agreements and all manner of regulatory matters involving the ANP. The team has lately been busy advising Sete Brasil on the financial, contractual and corporate aspects of the construction of 28 deep-water rigs which will be chartered by Petrobras to explore pre-salt oil and gas areas in the Santos Basin.

Sources say: "The team is highly pragmatic and results-driven, and the clarity and objectivity of their advice is one of its major strengths."

KEY INDIVIDUALS Maurício Teixeira dos Santos co-heads the department and earns much praise from clients: "He has a solid academic background and his knowledge of the oil and gas industry inspires great confidence in his work."

Partner Rafael Baptista Baleroni stands out for his capacity to deal with government agencies, according to clients, who add: "He is very good at anticipating problems."

Energy & Natural Resources - Brazil

THE FIRM This energy practice forms part of the firm's wider infrastructure and project finance department. The group frequently teams up with the firm's leading capital markets and corporate practice groups to advise financial institutions and major sector players on public securities offerings, contracts, guarantees and inter-creditor agreements. In a recent work highlight, the firm advised Fundo de Investimento do Fundo de Garantia do Tempo de Serviço as the lender in the financing of the Santo Antônio hydroelectric dam in the state of Rondônia.

Sources say: "They have demonstrated an impressive capacity to deliver and to adapt to their clients' demands."

KEY INDIVIDUALS Luis Antonio Semeghini de Souza heads the department and specialises in structuring power and oil and gas projects.

Karin Yamauti Hatanaka earns strong praise from clients: "She has great knowledge of the market and of the risks associated with power projects."

Environment - Brazil

THE FIRM Sources report that this firm is still an active force in environment disputes and due diligence despite the recent departure of Heloisa Verri Paulino. The team assists clients with civil and administrative litigations in this sphere, and is currently representing Bunge Fertilizantes in an environment liability case against the public prosecutor. It also has vast experience in liaising with the environmental agencies regarding Conduct Adjustment Agreements.

KEY INDIVIDUALS Carlos David Albuquerque Braga heads the environment and disputes departments and combines expertise in both fields. He is leading Bunge's defence against an environment liability case brought by the public prosecutor.

Labour & Employment - Brazil

THE FIRM The 11-strong team at this full-service firm splits its practice between handling complex labour disputes and providing support to the firm's celebrated corporate and M&A department. Representative mandates include top executive terminations, labour claims and lawsuits, and outsource-related compliance. The group's client portfolio features names from the fashion, IT and financial sectors.

Sources say: "The firm stands out for its fast service, market awareness and the results delivered."

KEY INDIVIDUALS Interviewees single out head of department Dario Abrahão Rabay for his "experience, dedication and pragmatic approach."

Projects - Brazil

THE FIRM This firm is particularly admired in the market for its thriving project finance practice. Sources continue to regard the firm as an important player for project development despite the recent departure of partners Guilherme Forbes and Paulo Padis, an assertion fully corroborated by its current workload in this area. The team is working on several energy, transport and other logistics projects, particularly those linked to the construction and operation of drillships to assist pre-salt exploration. By way of example, the team recently advised Petrobras and Santander in connection with the incorporation of Sete Brasil in order to form a new company that will operate local drillships, and with the subsequent negotiation of EPC contracts for 28 new drilling units. 

Sources say: "The firm stands out for its excellent knowledge of the market. All of the lawyers on the team are fluent in English, have international experience and produce technical work of a very high standard."

KEY INDIVIDUALS Maurício Teixeira dos Santos specialises in the offshore industry - particularly in drilling - and is described by clients as "smart, knowledgeable and hands-on."

Karin Yamauti Hatanaka enters the table following glowing praise from clients. "She has everything we want from a project finance lawyer: experience, proactiveness and the ability to anticipate risks," say sources.

Founding partner Luis Antonio Semeghini de Souza heads up the practice and is widely recognised as a reference for project finance in Brazil. He is leading the incorporation of Sete Brasil by Petrobras and Santander and stands out for his "exemplary client service and management style," according to clients.

Tax - Brazil

THE FIRM This full-service firm is a market leader for corporate and capital markets matters, and its tax practice naturally focuses on catering for the transactional needs of its clientele. The team is frequently instructed to advise on the fiscal implications of cross-border investments, project finance and joint ventures, and provides regular assistance with direct and indirect tax matters, tax planning and transfer pricing. Clients in this area include Grupo Pão de Açúcar, Brookfield Asset Management and Portugal Telecom. In a recent work highlight, the team advised Redecard on all tax aspects stemming from the delisting tender offer launched by Itaú-Unibanco.

Sources say: "They are proactive, precise in their analysis and deliver excellent-quality work."

KEY INDIVIDUALS Founding partner Roberto Barrieu heads the department. He is a much-respected name in the market and is highly acclaimed by clients for his "up-to-date and sound advice."

Senior associate Ramon Machado Castilho focuses his practice on corporate income tax. He stands out for his "availability, knowledge and secure opinions," according to clients.