Wald e Associados Advogados

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Wald e Associados Advogados 
Rio de Janeiro, Brazil Office
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Av. Almirante Barroso, 52, 8th floor
Rio de Janeiro, Brazil  20031-000


Telephone: +55-21-2272-9300
Fax: +55-21-2220-8789
http://www.wald.com.br



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About this office:

Founded in 1954, Wald is one of Brazil's most dynamic and efficient law firms having over 60 lawyers based in São Paulo, Rio de Janeiro and Brasília. The firm has provided legal services of the highest calibre to the majority of the main Brazilian companies and various multinational companies in the automobile, banking, heavy machinery, construction, services, infrastructure, public utilities, oil and gas, energy, sanitation, telecommunications and real estate industries. The firm has represented parties before state courts and arbitral tribunals, and has acted as expert and legal strategist in high-complexity cases.

Among its clients there are the ten biggest Brazilian companies, a third of the main Latin American companies and five of the greatest banks in the worlds, besides various foreign and national groups in the automobile, heavy machinery, electric, oil & gas, sanitation, banking, transport and shopping mall sectors. The firm is praised for its expertise in litigation, arbitration and dispute resolution, but has been increasingly active putting together relevant infrastructure projects, mergers and acquisitions and restructuring, assisting its clients in all aspects of the transaction, including financing.

ADMINISTRATIVE AND REGULATORY LAW

The firm provides counseling in various fields of administrative law, especially in regulated sectors such as basic sanitation, highways, gas, oil, and pharmaceuticals. We were one of the first to operate in these areas and one of the most active during the privatization period, when we participated in cases involving the petrochemical industry, companies such as Light, Escelsa and Embraer, banks and state mixed-capital companies.

We represent clients before government agencies at national, state and municipal levels, planning defenses in administrative proceedings and providing full advisory services regarding concession contracts and permits and authorization by regulatory bodies. We have considerable experience in tenders, including constitution of consortia and drafting the necessary documents. We have also sets up internal systems for controlling and monitoring administrative contracts, and have specialists who are equipped to render legal opinions on topics in the field and assist clients in negotiations with governmental authorities.

Our department has advised various airline companies on how to obtain fair indemnities so as to guarantee continued economic and financial equilibrium in their concession contracts, and has also taken legal action to ensure total compliance of such contracts.

ARBITRATION

The firm has a department specializing in arbitration and has been consistently ranked as a first-tier firm in Brazil in the field of dispute resolution in various publications such as Chambers Global, Chambers Latin America, GAR 100, Latin Lawyer 250 and Legal500. The activities of the firm include all forms of national and international arbitration, as lawyers, arbitrators, legal experts and consultants to prominent Brazilian institutions (such as the Chamber of Mediation and Arbitration of the Industrial Center of the State of São Paulo (CIESP) and the Mediation and Arbitration Center of the Brazil-Canada Chamber of Commerce) and overseas bodies (ICC, AAA, LCIA, ICDR, UNCITRAL), representation in legal actions related to arbitration, preparation of legal opinions, and providing advice regarding the drafting of arbitration agreements.

AVIATION LAW

The firm provides counseling to international aircraft insurance companies, equipment manufacturers, aircraft companies and other companies related to this field. The activities of the firm include both negotiation and drawing up of contracts for all kind of transactions, such as acquisition, financing, leasing and aircraft and engines insurance. We also represent clients before regulatory bodies and public authorities in general, as well as in disputes relative to aircraft accidents.

BANKING LAW AND FINANCE

The firm offers comprehensive advice on issues of banking law, from mergers and acquisition of banks, to structuring of complex financial transactions, including the development of new banking products, revision and drafting of contracts and regulations, and expert opinions regarding legal and regulatory aspects. We also represent the banking sector and its associations (Febraban and Consif) in important legal actions with an impact on the financial markets, and defend the institutions and their directors in judicial and administrative proceedings before the regulatory bodies (Brazilian Securities and Exchange Commission (CVM) and the Central Bank) and the Financial System Appeals Board (CRSF).

In the field of finance, the firm provides legal advice to companies and financial institutions in transactions of varied nature, including lending, export financing, acquisition financing, among others. We also coordinate and carry out due diligences related to such transactions.

The firm is active in complex debt renegotiation and restructuring, as well as in bankruptcy and reorganization proceedings, representing major financial institutions, and was one of the first to win approval for a reorganization plan for a company with liabilities exceeding R$ 4 billion.

CAPITAL MARKETS

The firm is experienced in advising underwriters and corporations in going public, and in issuing securities for public distribution in Brazil and overseas, including representation before the Brazilian Securities and Exchange Commission (CVM) when applying for registration, and before other regulatory bodies in Brazil and abroad. We also provide guidance to companies, shareholders, managers and investors in debt restructuring negotiations, transactions involving the issuance of securities in Brazil and overseas, and structuring of investment funds. In addition, the firm offers legal advice to investors, financial institutions, public corporations and other bodies in matters related to banking and capital markets regulation, and provides for the defense of their rights and interests in administrative and judicial actions.

CONSUMER AND ANTITRUST LAW

The firm defends clients before consumer protection bodies and courts, and also undertakes drafting and analysis of contractual clauses in order to eliminate or mitigate the risks in relation to the Consumer Protection Code.

The firm also represents clients before Brazil's Antitrust Board (CADE), the Economic Law Bureau (SDE) and the Secretariat for Economic Monitoring (SEAE) in identifying monopolistic actions, in taking administrative proceedings, and in offering consultation services. In addition, we offer consultation services, analyzing contracts and trading practices so as to bring them into line with Brazilian antitrust legislation.

COMMERCIAL LAW AND CONTRACTS

The firm offers advice on a wide range of business issues, including drawing up of commercial contracts, and accompanying the businesses of clients as they develop. Wald also offers advice in structuring complex transactions in different fields, including project finance, infrastructure projects, EPC contracts, operating and capital aircraft lease contracts, oil platform construction and industrial facilities lease contracts etc. The firm is also prepared to deal with issues involving various jurisdictions simultaneously. Some of its main activities are creation of joint ventures, drafting and negotiation of international contracts, and counselling overseas clients on how to structure investments in Brazil.

CORPORATE LAW, MERGERS AND ACQUISITIONS

The firm provides legal advice on the incorporation of entities, corporate reorganizations, drawing up of corporate documents, participating as legal advisers with its clients in shareholders' meetings, annual meetings and meetings of boards of directors, and of audit committees, especially in cases of conflict between shareholders. Activities in the field of corporate law include legal advice in planning, negotiating and drafting contracts for joint ventures, consortia, associations and other business partnerships, structuring and organizing private equity funds, and also creating structures to ensure succession in the leadership of companies having family-based or professional succession, within the principles of corporate governance.

In the field of mergers and acquisitions, the firm stands out in advising medium and large-sized companies, private equity firms and financial institutions in structuring, negotiating and carrying out acquisitions, purchase and sale of assets and corporate reorganization transactions, involving spin-offs, mergers and acquisitions, including operations relating to overseas companies, in conjunction with companies specialized in other fields or based in other countries. The firm also coordinates and carries out the legal due diligence necessary for the success of these operations.

ENERGY

The firm has recognized expertise in the energy sector, due to its activities which include legal advice relating to tenders, drafting contracts, revision of charges, development of new projects and undertakings, and support during inspection by state and federal regulatory bodies. Its consultancy services are also in great demand, in the form of expert opinions for public hearings and consultations.

INTERNATIONAL LAW

Wald offers advice to companies based in various countries (including the United States, Japan, Germany, France, Italy, China, Argentina, and many others) and governmental entities on issues of international law, including but not limited to the recognition and enforcement of foreign judicial and arbitral decisions, mergers and acquisitions, international bidding processes and review of export and import procedures. The firm also provides counsel to Brazilian companies with interests overseas on various issues in the field of international law, and has collaborators in numerous countries.

LEGAL OPINIONS

The senior lawyers of the firm have prepared numerous legal opinions in their various areas of expertise for domestic and overseas companies and governmental entities, and many of these have been cited in court decisions and in arbitration awards and have sometimes served as the basis for agreement among the parties involved.

LITIGATION

The firm appears among Brazil's premier litigation firms in several specialized publications for many years such as Chambers Global, Chambers Latin America and Legal500; its litigation department members equally feature in Who's Who publications and LACCA. The firm's litigation department specializes in various areas, such as disputes over commercial, banking, tax, international, corporate, administrative, and civil law issues, as well as disputes relating to infrastructure (telecommunications, energy, sanitation, transport, and aviation), and administrative actions related to the National Confederation of the Financial System (Consif), the National Taxation System, the Private Insurance System and various other regulatory bodies. The firm acts in important corporate disputes, both on behalf of controlling shareholders and minority shareholders. The continuous presence of the firm in the courts for almost 60 years, representing economic sectors and their associations in paradigmatic cases, including both relevant class actions and actions brought by individuals, is a matter of pride.

NEGOTIATION

The firm advises its clients in complex negotiations, with the objective of constructing coherent and legally sound business models which suitably protect the client's interests and trying to prevent conflicts before the courts. The firm's lawyers also have experience in handling complex cases which have already been taken to court, with the objective of resolving the conflict. Wald participates actively as a negotiator, to encourage partnership or collaboration, assimilating the needs of each of the parties, and considering the nature of the conflicts and the interests involved, so as to find the solution which best reflects these elements.

TAX LAW

The firm offers consultancy services to clients in all aspects of tax law as they apply to federal, state and municipal taxation. We offer advice on projects of various types, including but not limited to succession in family-based companies, incorporation and operation of companies, dissolution and liquidation of companies, corporate restructurings, mergers and acquisitions and sales of companies. We represent companies of various sectors of the economy in proceedings before the state and federal courts, and in administrative proceedings conducted by the Federal Revenue Department (Federal Revenue Offices, Taxpayer Committees, and the Superior Chamber on Tax Revenue), State Revenue Offices, Municipal Revenue Offices, the Social Security Revenue Department (National Social Security Institute (INSS) and the Council on Social Security Funds) and the National Council on Social Work. The firm's lawyers also have experience in working on legal opinions on the most complex legal issues in the tax law area.

TELECOMMUNICATIONS

The firm is active in planning and drawing up defenses and appeals, in responding to administrative proceedings, and in arbitrations involving major companies in the telecommunications sector. We have also contributed significantly in offering advice on negotiation, drawing up concession contracts, and obtaining authorization from the National Telecommunications Agency (ANATEL), especially for fixed commuted telephone service (STFC), personal mobile service (SMP) and cellular mobile service (SMC). In addition, we are active in litigation, handling the main discussions related to the sector, and have participated as leading counsel for parties in prominent cases judged by the higher courts.

AWARDS

Wald features as one of the 100 main law firms of the world dealing with international arbitration in 2008, 2009, 2010, 2011 and 2012 (GAR 100).

Latin Lawyer 250 listed Wald as one of the leading business law firms of Latin America in 2012. The firm was nominated for the Deal of the Year in Dispute Resolution category in 2006, while in the M&A category the firm was nominated for the Deal of Year in 2008, 2009 and 2010.

Wald features as a first-tier firm in the dispute resolution section of Legal500 in 2012. According to Legal500, Wald is "'the firm you want on your side' according to many, and sources highlight the firm's 'fighting spirit', 'formidable courtroom skills' and 'tough lawyers'", having referred to Arnoldo Wald as a "market force".

Further, Wald appeared as a leading firm in Chambers Global 2011(Dispute Resolution, Corporate/M&A, Most in Demand Arbitrators) and Chambers Latin America 2011 (Dispute Resolution, Corporate/M&A and Energy & Natural Resources).

Arnoldo Wald features in the International Who's Who of Commercial Arbitration 2011 and 2012. Moreover, the firm's practitioners are listed in the International Who's Who of Business Lawyers 2011: Arnoldo Wald (Arbitration and Commercial Litigation), and André de Luizi Correia (Oil & Gas).

Arnoldo Wald also appears in the Arbitration Chapter of Who's Who Legal: Brazil 2011 and 2012. Arnoldo Wald features in the Commercial Litigation Chapter of Who's Who Legal: Brazil 2011 and 2012. Further, Arnoldo Wald is listed in the Energy chapter of Who's Who Legal: Brazil 2011 and 2012.

Further, Arnoldo Wald appears as a "Star Individual" in Litigation and Arbitration and as "Most in Demand Arbitrators" in Chambers Global and Chambers Latin America 2011.

In 2012, Professor Arnoldo Wald decided to leave his position at the ICC International Court of Arbitration, following 9 years as a Member (2003-2012). For that reason Brazilian and Portuguese jurists honoured Professor Wald with homage at the Law Faculty of the University of Coimbra, in Portugal. The Institute of Attorneys of the State of São Paulo (IASP) also offered homage to Professor Wald.

Alexandre de Mendonça Wald features in Chambers Global and Chambers Latin America 2011 (Litigation).

Arnoldo Wald Filho is a former chairman and is currently a member of the Arbitration Committee of the Federal Council of the Brazilian Bar Association (OAB).

Arnoldo Wald Filho, Letícia Barbosa e Silva Abdalla and Maíra de Melo Vieira are members of the ICC Brazilian Arbitration Committee.

André de Luizi Correia features in the International Who's Who of Business Lawyers 2011 (Oil & Gas). He also feautres in Chambers Latin America 2012 in the Dispute Resolution: Litigation (Up and Coming) section.

Mariana Tavares Antunes features in LACCA among the best litigators in Latin America.

In 2012, Alexandre Naoki Nishioka took the position as Professor of Tax Law at the University of São Paulo (USP).

Maria Augusta da Matta Rivitti features on the Brazilian Bar's list for nomination as a Judge of the Court of Appeal of the State of São Paulo.

Marcos Monteiro Schroeder and Letícia Barbosa e Silva Abdalla are members of the Arbitration and Mediation Committee of the Brazilian Bar Association (OAB/SP).

According to Chambers Global 2011, Arnoldo Wald "is hailed by clients as being 'especially impressive on extremely sophisticated cases". In turn, Alexandre de Mendonça Wald is referred to by that publication as being "praised for his 'strategic vision".

In 2012, Ana Gerdau de Borja was appointed a member of the ICC Task Force on the Revision of ADR Rules, Expert Rules and Dispute Boards Rules. She currently coordinates the Investment Arbitration Group of the Brazilian Arbitration Committee (CBAr).

Maíra de Melo Vieira is currently organising a special edition of Revista de Arbitragem e Mediação on the United Nations Convention on Contracts for the International Sale of Goods, having also acted as counsel in various arbitration proceedings.

RECENT CASES

ARBITRATION

Wald's team:

(i) was hired to represent a large Brazilian gas distribution company in an arbitration dealing with the interpretation and application of a gas supply contract;

(ii) was hired to represent a Brazilian multinational construction company in a major arbitration concerning a public utility falling with PAC Programme (Federal government's Programme for the Acceleration of Growth);

(iii) represented Brazilian shareholders of one of the main operators of retail distribution in Brazil against the foreign shareholders in an arbitration involving the interpretation of a shareholders' agreement;

(iv) represented minority shareholders in an arbitration proceeding against one of Brazil's leading private equity funds dealing with the breach of certain obligations provided in the share purchase agreement entered into by the parties and with the abuse of controlling shareholder rights.

LITIGATION

Wald's team:

(i) represented EDF in recognition proceedings of a foreign arbitral award annulled in the country of origin

(ii) acted as counsel in litigation before US courts concerning an agreement on the sale of gasoline components entered into with a Swiss company;

(iii) represented Camargo Corrêa, a Brazilian multinational, in litigation involving hydroelectric power plant construction contracts;

(iv) represented the owners/investors of various shopping malls in São Paulo in litigation against the Municipality of São Paulo, having obtained landmark results such as the grant of interim measures ensuring the grand opening of a shopping mall, preventing closure of on-going businesses and granting the suspension of imposed fines.

(v) represented various clients in civil public actions concerning strategic matters in the electricity, financial and cement sectors in Brazil, obtaining the grant of crucial interim measures suspending the enforceability of certain obligations imposed upon those clients;

(vi) represented associations of investors and producers in the electricity sector in matters involving payment for the use of public goods, obtaining interim measures suspending the enforceability of payment obligations;

(vii) represented Banco Itaú BBA in several lawsuits dealing with enforceability of contracts relating to swap transactions, whose aggregated value is in excess of USD 200 million, obtaining a landmark ruling by the Court of Appeal of the State of São Paulo affirming the enforceability of such transactions;

(viii) represented Banco Safra in several lawsuits aimed at credit recovery relating to exchange contracts and fiduciary lien against companies in recovery proceedings.

(ix) represented Banco Itaú in litigation arising from the privatisation of BANERJ (Banco do Estado do Rio de Janeiro);

(x) represented the Bradesco Foundation in a dispute against minority shareholders from Bradesco;

(xi) obtained a favourable result in favour of concessionaire before the Regional Federal Court (Second Region), which held that the Court of Audit was not entitled to interfere with the tariff review process in the electricity sector between the concessionaire and the regulatory agency ANEEL;

(xii) represented a concessionaire in a dispute involving the imposition by the regulatory agency of obligations not provided in the concession agreement on electricity distribution concessionaires;

(xiii) represented a concessionaire in a dispute involving the restoration of the economic-financial balance of a concession contract for the distribution of electricity.

RESTRUCTURING AND INSOLVENCY

The firm has recently:

(i) advises Credit Suisse and Banque Cantonale de Geneve in the judicial reorganization of the Agrenco Group, a process involving a debt of over R$ 1 billion;

(ii) represented Banco Safra in judicial proceedings arising out of the judicial reorganization process of CELPA (Centrais Elétricas do Pará), obtaining a preliminary injunction before the Superior Court of Justice recognising that Safra's credits subject to fiduciary assignment were enforceable despite CELPA's reorganisation proceedings;

(iii) advised The Bank of New York Mellon as trustee in the out-of-court judicial reorganization process of IMCOPA (Importação e Comércio Paraná);

(iv) advised The Bank of New York Mellon as trustee in the out-of-court judicial reorganization process of IMCOPA (Importação e Comércio Paraná);

BANKING & FINANCE

Wald's team has recently advised RCB Planejamento Financeiro, as manager of Itapeva non-standardized Receivable Investment Fund, in the renegotiation of an assignment of credits instruments entered into with a medium-sized Brazilian financial institution.

CORPORATE AND M&A

Major transactions - Wald's team:

(i) assisted Atlantia, a major Italian highway operation, in forming a joint-venture with the Bertin Group in charge of operating over 1500 kms of concessioned highways located in the States of São Paulo and Minas Gerais, including the south and eastern portions of the Mario Covas beltway;

(ii) assisted EDP (Energias de Portugal) in the acquisition of MABE Brasil a company in charge of constructing three thermal plants in the Northeast of Brazil, formed by Italian engineering and construction company Maire Tecnimont and Portuguese electricity company Efacec.

(iii) assisted Petra Energia S.A. in connection with the sale to HRT O&G Exploração e Produção de Petróleo Ltda. of the oil and gas exploration rights held by Petra in twenty-one blocks in the Solimões Basin.

(iv) advised the Odebrecht Group in connection with a joint venture established with EADS, an European defence electronics, security and aerospace systems company, for executing projects within Brazilian defence and security markets;

(v) advised the Odebrecht Group in connection with the formation and operation of a joint venture established with DCNS, a French a naval defence company, for executing projects in Brazil;

(vi) advised the Odebrecht Group and DCNS, a French a naval defence company, in connection with the construction and sale of submarines, including a nuclear submarine, to the Brazilian Navy.

ENERGY/OIL&GAS

Wald's lawyers have recently assisted Comgas in public consultations concerning their tariff review.



 

Statement of Practice Summary:
Banking Law; Corporate Law; Administrative Law; Taxation; Litigation; International Law; Arbitration; Antitrust and Trade Regulation; Consumer Law; Government Contracts; Infrastructure Development; Concessions; Capital Markets; Commercial Law; Energy; Telecommunications Law; Aviation and Aerospace; Contracts.




Year Established: 1954


(For complete personnel and biographical information, please see entry under São Paulo, Brazil)



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