As one of the world’s largest emerging market countries, Brazil presents a special set of legal issues and regulatory concerns for companies seeking to engage in opportunities in this dynamic economy. Ropes & Gray has deep experience in Brazil, with a nimble and well-connected team of attorneys ready to assist clients in a variety of areas and industries, including private investment funds, private equity transactions and intellectual property rights.Ropes & Gray attorneys work together seamlessly to provide knowledgeable counsel on the myriad issues faced by businesses seeking to engage with Brazilian counterparts or establish their own operations in Brazil. Our multinational clients seeking advice on transactional matters in Brazil include investment advisers, private equity firms, and leaders in the life sciences and health care industries. Our global, award-winning team of anti-corruption attorneys collaborate with transactional clients in the diligence period to ensure their compliance with laws and regulations and to minimize risk.
Examples of our experience in Brazil include work in the following areas:
Anti-Corruption/International Risk | Antitrust | Business Restructuring | Investment Management | Intellectual Property Rights Management | Life Sciences | Mergers & Acquisitions/Private Equity | Real Estate Investments & Transactions
- Representing a multinational medical device manufacturer in connection with a new government investigation brought by the SEC alleging improprieties by the company’s employees in Brazil and Mexico.
- Representing a major industrial components manufacturer to investigate bribery allegations raised by whistleblowers related to two of the company’s operations in Brazil. In addition, we were retained to conduct a proactive risk assessment of the company’s compliance program.
- Representing a multinational medical device manufacturer in conducting an on-the-ground internal investigation related to its operations in Brazil.
- Representing a senior executive of a Chinese subsidiary of a U.S.-listed cosmetics company in a DOJ and SEC investigation involving possible FCPA violations in China. The investigation’s scope has been broadened to include possible bribes paid by company officials in Brazil, Mexico, Argentina, India and Japan.
- Represented a major private equity firm in conducting an internal investigation into potential anti-corruption violations in connection with real estate operations in Brazil. During our investigation, we conducted in-person interviews in Brazil.
- Advising a major private equity firm to conduct pre-acquisition anti-corruption due diligence related to a proposed acquisition of a Brazilian logistics company, a Brazilian hotel portfolio, and a portfolio of office buildings.
- Represented a major private equity firm to provide on-the-ground anti-corruption training to one of its real estate portfolio companies in Brazil.
- Advising a major private equity firm to conduct pre-acquisition anti-corruption due diligence related to a proposed acquisition of a Brazilian for-profit provider of educational materials.
- Advised a major private equity firm in conducting anti-corruption due diligence for its proposed acquisition of a Brazilian real estate development firm. After the acquisition closed, we counseled the real estate company to implement an appropriate set of anti-corruption compliance policies and traveled to Brazil to conduct anti-corruption compliance training.
- Prepared several hundred Hart-Scott-Rodino filings and routinely coordinate merger clearances in Brazil and around the world.
- Assisted with notification in Brazil, the U.S. and South Korea in connection with the formation of Korean biologics joint venture.
- Represented a noteholder in connection with the restructuring of a debt of a Brazilian issuer.
- Advised a U.S. investment adviser on a Brazilian joint venture arrangement.
- Represented a leading fixed-income fund manager in the development of new fund offerings targeted at retail and institutional investors in Brazil.
Intellectual Property Rights Management
- Represented a pharmaceutical company to conduct freedom to operate studies on at least 100 drug products to be marketed in Brazil and other countries. We considered patent assessments and any available regulatory exclusivities to determine the extent and duration of patent and regulatory coverage.
- Represented GC Aesthetics, a major global independent aesthetic company with a presence in Brazil, in a $60 million financing led by new investor OrbiMed, in addition to existing investors Montreux Equity Partners and Oyster Capital.
- Represented Montreux Equity and TPG as investors in moksha8, which has a main location in Brazil, in a strategic alliance with Forest Laboratories, including an exclusive license from Forest to moksha8 to commercialize Viibryd® and potentially other Forest products in Latin America.
- Represented Montreux Equity in connection with a $3 million bridge financing of 1422, a Cayman Islands-based spin-out from moksha8.
- Represented the investors, including Montreux Equity, TPG Biotech and 5AM Ventures, in a $20 million investment in 1422.
- Represented Montreux Equity in its $30 million initial equity investment and a corresponding strategic transaction between GC Aesthetics and its distributor in Brazil.
- Represented investors in a $61 million Series 3 preferred stock investment led by Watson Pharmaceuticals that included Montreux and TPG, and also involved a commercial agreement between Watson and moksha8 that will expand Watson’s commercial presence in Brazil and Mexico.
Mergers & Acquisitions/Private Equity
- Represented Centerbridge Partners, L.P. and Monarch Alternative Capital LP in the $1.2 billion sale of Satelites Mexicanos, S.A. de C.V. (Satmex), a leading provider of fixed satellite services in the Americas, to Eutelsat S.A, which has operations in Brazil.
- Represented minority shareholder Weston Presidio in the add-on acquisition of TRIP Linhas Aereas S/A, a regional airline operator in Brazil and South America, by Azul Linhas Brasileiras S.A.
- Represented TPG Growth in its investment in Azul Linhas Aereas Brasileiras, S.A, a Brazil-based commercial airline.
- Represented TechTeam Global Inc., a provider of information technology outsourcing services, in its $112 million sale to Stefanini IT Solutions, a Brazil-based information technology company.
- Advised SK Networks in its $700 million equity investment in MMX Mineracão e Metálicos, a Brazil-based iron ore mining company.
- Acted as international deal counsel for Travelex Limited on their $500 million acquisition of a 49 percent stake of Brazil's leading foreign exchange brokerage, Grupo Confidence.
Real Estate Investments & Transactions
- Represented a global alternative investment and asset management company in connection with the formation of its global opportunity fund and joint ventures to develop and/or acquire residential projects in Brazil.