When Simpson Thacher & Bartlett offered a job to Brazilian asso­ciate Thiago Spercel in 2008, Simpson partner S. Todd Crider engaged in some high-level diplomacy with Spercel’s firm. Spercel was hired out of Simpson’s foreign associate program, which gives young lawyers from abroad a taste of life in a New York firm–and an introduction to Simpson’s lawyers and clients–before returning home. As much as he hoped to hire Spercel, Crider also wanted to make sure that the move didn’t damage his firm’s relationship with Spercel’s Brazilian firm, Pinheiro Neto Advogados. One of Brazil’s most storied partnerships, the 340-lawyer firm has a history of representing foreign investors in Brazil–JP Morgan was client number 34, Bank of Boston was client number 57.

In a phone call to Pinheiro Neto’s chairman, Alexandre Bertoldi, Crider explained that Spercel had made the professional decision to transition from practicing Brazilian law to U.S. law–essentially an either/or proposition, since foreign lawyers are not allowed to practice local law in Brazil. Spercel had received an offer from another New York firm, and Simpson, which was already considering opening a São Paulo office, countered with one of its own. Crider assured Bertoldi that Spercel’s hiring was the exception rather than the new rule for Simpson’s foreign associate program. The interfirm diplomacy went beyond the phone call. When Bertoldi was later in New York for a lunch meeting, Simpson’s executive committee chairman, Philip “Pete” Ruegger III, stopped by to reaffirm the relationship between the firms. Bertoldi says that the way Simpson handled the situation was “very friendly and very elegant.” Indeed, his firm has placed another foreign associate at Simpson since the New York firm hired Spercel.

Staying on friendly terms with the locals is more important than ever for international firms in Brazil. Since 2008, Allen & Overy; Chadbourne & Parke; DLA Piper; Gibson, Dunn & Crutcher; Milbank, Tweed, Hadley & McCloy; Simpson Thacher; and Skadden, Arps, Slate, Meagher & Flom have opened offices in São Paulo to chase work on cross- border deals [see " Bom Dia, Brasil," page 149, for a list of Am Law 100 and Magic Circle firms in the market]. Most international firms, like Simpson, have strong ties to the half-dozen or so 300-plus-lawyer, sophisticated local firms, such as Pinheiro Neto, which often work alongside or across the table from international lawyers on cross-border transactions.

Other international firms, however, have chosen a different strategic path. Link­laters; Uría Menéndez; DLA Piper; Garrigues; and Mayer Brown have each entered into formal alliances with one of the smaller Brazilian law firms–the latter three struck “cooperation” agreements in just the past year. (One of the ripple effects of these partnerships is a rush of activity in the local market for lateral talent. The smaller Brazilian firms involved in these alliances have been able to lure high-profile partners away from some of their bigger rivals, such as Barbosa, Müssnich & Aragão; Machado, Meyer, Sendacz e Opice Advogados; Mattos Filho Veiga Filho Marrey Jr. e Quiroga Advogados; and Tozzini Freire Advogados.)

But these new formal alliances face diplomatic hurdles of their own. About a dozen partners in large, independent Brazilian firms contacted for this story expressed various concerns about the pairings: How are they structured? Who is footing the bill? How are the firms representing themselves to clients? In July the questioning became more official as the Brazilian bar asked the international firms to provide detailed information about the couplings. In late August the bar’s president went a step further and said that the alliances will be under heightened scrutiny and that any violations of Brazilian regulations will be passed along to the attorney general and the tax authority.

Why put up with such hassles? Brazil’s business engine restarted quickly in the wake of the global recession, and it’s a place where the big-ticket deals are still getting done. Banco Santander Brasil S.A.’s $8 billion initial public offering was the largest in the world last year, and Brazilian food companies, such as JBS S.A. and Marfrig Alimentos S.A., have ventured northward to make acquisitions of distressed companies in the United States in the past two years. “This has always been the country of the future,” says Robert Ellison, the managing partner of Shearman & Sterling’s São Paulo office. “But there’s the distinct feeling that the future is now.”

  • VIDEO FEATURE: Brazil’s Booming Legal Market Partners from two prominent Brazilian law firms talk about sharing business with their new “neighbors.”

Currently the world’s eighth-largest economy, Brazil boasts a rising middle class that’s nearly twice the size of Chile’s entire population of 16.8 million and an annual GDP growth rate projected to hover around 5 percent. Liquidity and deal activity in the Brazilian capital markets have been bolstered by the relative stability of Brazil’s currency, the real, and the development in 2000 of the Novo Mercado, a segment of Brazil’s leading stock exchange for companies that voluntarily adopt cutting-edge corporate governance practices.

Brazil has also seen a recent uptick in M&A activity. In the first half of 2010, Brazilian M&A volume reached $30.9 billion, up 44 percent over the same period last year, according to mergermarket limited. Inbound investment reached the highest levels seen since 2004 at $11.4 billion. Perhaps more importantly, the value of Brazilian acquisitions abroad reached $10.2 billion, the second-highest half-year performance on record. “I really think that, if you look historically, countries have their turn on the stage,” says Andrew Jánszky, the managing partner of Milbank’s São Paulo office. “I’m a born and highly trained pessimist, but I think this is Brazil’s turn.”

Making money in the market of the future is still no simple task. Deal lawyers with Portuguese language skills are in short supply. Setting up shop provides an unwieldy set of bureaucratic challenges–getting lawyers’ immigration statuses in order, licensing lawyers as consultants on foreign law, and obtaining similar approval for the firm to set up practice. The commercial real estate markets in São Paulo and Rio de Janeiro are among the most competitive in the world now. And Brazilian clients are keen on having counsel compete for their business: Legal fees for deal work–especially capital markets offerings–are often put out for bid on a capped-fee basis. While a few Am Law 200 firms interviewed for this story boasted that their São Paulo offices were profitable, most firms view putting out a shingle here more as a bet on the region’s long-term growth.


As Chadbourne & Parke entered the market this summer to set up an independent foreign law presence, associate Felipe Eluf Creazzo essentially acted as the chief operating officer of the firm’s three-lawyer Brazilian office, a task akin to starting a new business. Creazzo helped colleagues navigate the licensing process, dealt with real estate brokers, and worked with accountants to make sure that the firm’s local books were in order.

On a Tuesday morning in August, Creazzo folds his 6-foot-5-inch frame into a plush leather seat at Octavio Café. The popular power breakfast spot, which is housed in a stylish modern building shaped like a coffee cup, is within close proximity to several banks and law firms in São Paulo. A native Paulistano, Creazzo is re­adjusting to life in the buzzing megalopolis of 18 million people where motorcycle delivery boys, called “motorboys,” whiz in and out of countless traffic snarls. Creazzo moved to Washington, D.C., in 2000, to get his LL.M. from Georgetown University Law Center, and practiced with Swidler Berlin and Curtis, Mallet-Prevost, Colt & Mosle before joining Chadbourne about three years ago with an eye toward moving back to Brazil. He spent almost a year on secondment with client Vale S.A., the Rio-based global mining giant, and relocated from New York to São Paulo earlier this year. He says clients and former colleagues in Brazil have welcomed Chadbourne’s move into the country. “With the U.S. law firms come deals and investors–[and they] always need the local law advice,” he says.

Without the option of practicing Brazilian law, international lawyers like Creazzo advise cross-border joint ventures, help Brazilian clients access foreign capital markets, handle foreign law aspects of cross-border mergers and acquisitions, and work for investment funds that are active in the market. There’s also a growing demand for foreign lawyers familiar with the U.S. Foreign Corrupt Practices Act. Clifford Chance partner Isabel Carvalho, who returned to her native São Paulo from London to help her firm open its office in 1998, says she tells associates that their duties can include “photocopying, pouring a client a cafezinho, or negotiating the largest M&A deal of the year.” (For the uninitiated, a cafezinho–pronounced cah-fay-ZEEN-yoh–is a small, potent cup of Brazil­ian coffee that’s a close cousin to espresso.)

Brazilian clients say proximity makes a difference. Gibson, Dunn partner Lisa Alfaro moved to São Paulo to open the firm’s office in summer 2009 after a year in which she was on a plane to Brazil once or twice each month from New York. One of her clients, Brazilian port developer LLX Logistica S/A general counsel Claudio Lampert, who is based in Rio, says he’s glad to have her closer. “Two days ago I needed to go over a document that came from one of our joint venture partners that really fell on my desk out of the blue,” Lampert says. “With one simple call I had Lisa here for a face-to-face meeting in two hours and had her here for two days.” He adds, “It beats getting the guy [off] a ten-hour flight.”


On an overcast night in August, Skadden, Arps partner Richard Aldrich, Jr., plays host to clients at Magari, a posh Italian restaurant just a block off Avenida Brigadeiro Faria Lima, one of São Paulo’s commercial and financial hubs. The group assembled includes the heads of the legal departments at two Brazilian conglomerates–Alexandre D’Ambrosio of Votorantim Industrial S/A and Bruno Ferla of Camargo Corrêa S.A.–and Jonathan Bisgaier, the former Skadden partner who opened the firm’s São Paulo office in 2008, only to be recruited in-house months later by Brazilian investment bank Banco BTG Pactual S/A. (Portuguese-speaking deal lawyers are, after all, in very high demand these days.)

Aldrich can pull this type of group together because he’s a long-timer. He helped open Shearman & Sterling’s office here in 2004 [see "Blame It on São Paulo," below ]. But his Brazilian ties go back to the early 1950s. He grew up here through his early teens because of his father’s job setting up the Brazilian operations of Nelson Rockefeller’s International Basic Economy Corporation. Aldrich later returned to the country to work odd jobs in the summers, including a stint on a ranch the size of Rhode Island. He and his wife honey­mooned here. “When I started [working in] Brazil in the late eighties, I was the only [lawyer] on the plane. Now it’s like a city bar association meeting,” Aldrich says.

As the guests finish their risottos, the conversation turns to what Brazilian clients expect from their lawyers. “If I have to decide to use another firm, it would never be [a firm that] is not here in Brazil,” says Camargo Corrêa’s Ferla. He points to friendships built during gatherings such as this as an advantage that lawyers resident in Brazil have over jet-commuting competitors. D’Ambrosio sums up his philosophy with a bit of an aphorism: “It is better for a client to become a friend than a friend to become a client.”

Late in the evening, as tiny cups of thick chocolate pudding appear for dessert, Aldrich takes out the card that shows he’s a licensed foreign legal consultant in Brazil. The card was issued by the Brazilian bar—an actual government entity—and Aldrich says he can travel within the country by presenting it like a driver’s license.

D’Ambrosio asks Aldrich for a closer look at the card, and Aldrich hands it over. “Look, it’s your license to not practice law,” D’Ambrosio says. Ferla erupts in laughter and says to D’Ambrosio, “That’s a good one.” Aldrich laughs along with his clients, if only a little less heartily.

Client relationships are much talked about elsewhere in law firm circles, but are clearly on display throughout the Brazilian legal market. Heraldo Geres, the legal chief of the Brazilian processed foods company Marfrig, kept his cross-border transactional business with a team led by Andrew Jánszky after Jánszky, who founded Shearman’s São Paulo office with Aldrich, moved to Milbank to launch that firm’s São Paulo office in April. “It’s a relationship with persons, not offices,” Geres says. (Milbank advised Marfrig on its $1.26 billion offer in June for Keystone Foods LLC, a major supplier to McDonald’s Corporation.)


International Lawyers, whose firms have not formally partnered with a single Brazilian outfit, often tout their deep ties to several large Brazilian firms. “We have a symbiotic relationship with a number of the key [Brazilian] firms in the market,” says White & Case partner Donald Baker. He moved to São Paulo in 1997 as an associate to open the firm’s office. Baker has steadily built a practice focusing on bank finance and capital markets transactions with cross-border components. And his firm now has three partners and six associates in its São Paulo office. “If I were in the shoes of other New York firms looking at the market, I would look at Don and his team as something that works,” says LLX Logistica GC Lampert.

Baker says that because of his strong referral network, he doesn’t need to link up with a single local firm. “To make the move to go local, you have to be in a position to give your client the best service on a lot of different levels,” Baker says. “I think pairing up with just one firm is a decision to be taken very carefully in light of the fact that in the Brazilian bar, [the local] firms are large, well organized, and generally well governed.”

But fidelity does have its advantages. Thompson & Knight partner Andrew Derman, whose firm had a formal agreement with Brazil’s Tauil & Chequer from 2003 to 2009, says, “The benefit [of these alliances is] that if you develop a more monogamous relationship with someone, it’s a bit more comfortable to some of the clients.” He adds, “If [the client is] comfortable with Andy Derman and Thompson & Knight, they’ll be comfortable with the firm we’re in association with.” Thompson & Knight is currently working with several Brazilian firms as local counsel on energy deals, but Derman says that “in due course” the firm will link up exclusively with another Brazilian firm.

There are benefits for the local firms, too. In 2008 Tauil & Chequer launched a São Paulo office to expand its client base and practice offerings. In the past two years, the 82-lawyer firm has grown through lateral hiring, which has included new recruits from market leaders Machado Mayer and Mattos Filho. This winter T&C entered into a cooperation agreement with Mayer Brown because the partnership wanted to link up with a firm with a greater global reach. “We believe the [legal] market will open in the future,” says name partner Alexandre Chequer. “We strongly believe that once the market opens, we’ll be in a better position, because we’ll already know how to practice in a global firm.”

But some local firms clearly see these alliances as a threat. In March, DLA Piper entered into a cooperation agreement with Campos Mello Advogados, a midsize Rio real estate and corporate firm. Since then, Campos Mello has been on a hiring spree, pulling in laterals, including the Rio energy team from Tozzini Freire in June. After the defections, Tozzini Freire released a statement to the Latin Lawyer last summer saying that “it is important that the Brazilian Bar Association continuously verifies the correct observance of the prevailing regulatory provisions that govern not only the foreign legal consultants, but also the Brazilian law firms with which they are associated.” The bar’s request for information from the alliances came shortly thereafter.

Even so, the highest-profile move in the market came after the Brazilian bar began to reexamine the foreign/Brazilian associations. Ex–Mattos Filho partner Carlos Barbosa Mello created a splash in early August when he and 15 other lawyers jumped to Lefosse Advogados, which is affiliated with Linklaters. “Being part of the cooperation with Link­laters provides an unrivaled platform that my clients—listed corporates and investment banks—and [my] team will benefit from,” Mello said the week after the move. (Lawyers at five international firms interviewed for this story, however, say they no longer plan to refer work to Mello and his team since they are now aligned with a perceived competitor.)

This summer’s inquiry isn’t the first time that the Brazilian bar has taken a close look at these matchups. The associations themselves aren’t new: Since 1959, São Paulo–based Trench, Rossi e Watanabe Advogados has been part of Baker & McKenzie’s international network, but it has stayed out of the bar’s sights in part because Baker doesn’t have any foreign lawyers in the market. However, after Linklaters and Lefosse paired up in 2001, the bar spent months looking into their arrangement in 2006. In the end, the bar only put superficial restrictions on the alliance: The firms were asked to maintain separate reception phone numbers, business cards, and letterhead that clearly lays out who is a Brazilian lawyer and who is a licensed consultant of foreign law, and Linklaters removed a large lighted sign that was on the building the firms shared.

Will the latest scrutiny of these alliances be as benign? Horácio Bernardes Neto, name partner of Xavier, Bernardes, Bragança, who is heading up the commission looking into the partnerships, struck a cautious tone in late August. He said that the Brazilian bar simply wants to make sure that foreign firms do not render Brazilian services and that the Brazilian firms in these couplings remain independently owned and governed by Brazilian lawyers. “We don’t want to punish anybody. We don’t want to disbar anybody,” Neto says. “We know perfectly well the quality and honesty of the firms we’re dealing with. They are top law firms, and they obviously do not want to do something that’s not allowed by the law.”

Mayer Brown São Paulo chief Stephen Hood, himself a 2007 lateral hire from Clifford Chance, says that though much has been made of the associations, there really is no legal problem with his firm’s arrangement with Tauil & Chequer. He adds that if he believes T&C lawyers do not have the expertise to handle a matter for one of his clients, he’ll refer the work to another local firm—something he says he does for about one in every four inquiries that he receives. Hood expects that to change as T&C grows.

When asked if Mayer Brown and Tauil & Chequer are two separate entities, T&C’s other name partner, Ivan Tauil says, “In body, yes. But in the soul, we are the same thing.” He says he’d have to ask someone at Mayer Brown’s main office in Chicago to see if he’s a member of Mayer Brown LLP, but regardless, no one should complain if he calls himself a Mayer Brown partner. “They cannot complain that I’m Flamengo,” he says, referring to his love for Rio’s most popular soccer club. “They cannot complain that I’m a fan of the Dallas Cowboys. They shall not complain that I am a partner of Mayer Brown.”


BLAME IT ON SAO PAULO

The lateral partner market among international firms in Brazil is red-hot. The following partners—all heads or coheads of their former firms’ Brazil practices—have changed addresses since the end of 2007.

Lawyer

Former
Home

The
Move

Background

Stephen Hood

Clifford Chance

Mayer Brown

After a 30-year career at Clifford Chance, which included opening offices in Hong Kong, New York, and São Paulo, Hood opened Mayer Brown’s first Brazilian office in December 2007. “I think by nature I’m entrepreneurial, but I also like to operate in the top leagues in terms of the best banks and company clients,” he says.

Jonathan Bisgaier

Skadden

BTG Pactual

Bisgaier, who opened Skadden’s São Paulo office in July 2008, received an offer to move in-house with the Brazilian investment bank shortly after moving to Brazil and made the jump in early 2009. Comparing the job to the GC spot at top New York investment banks, he says, “These positions don’t come along very frequently.”

Richard Aldrich, Jr.

Shearman & Sterling

Skadden

After Aldrich moved back to New York with Shearman in late 2008, his wife looked across the dining room table at him one night during the holidays and said, “What are you doing? We’ve got more friends in Brazil than we do here.” Aldrich moved to Skadden to head its São Paulo office in February 2009.

David Fenwick

Linklaters

Proskauer Rose

After 15 months of talks with Proskauer, Fenwick, the former head of Linklaters’s international practice in Brazil, joined U.S. law partner Antonio Piccirillo in April 2009 to form one of the few offices in town to offer both U.S. and English law services.

Andrew Jánszky

Shearman & Sterling

Milbank

Set to rotate back to New York to chair Shearman’s Latin America practice this year, Jánszky says he “felt like the only salmon swimming downstream.” He moved to Milbank in April to open the firm’s Brazil office. Milbank also agreed to make senior associate Tobias Stirnberg a founding partner of the São Paulo office within 24 hours of Jánszky’s request.

BOM DIA, BRASIL

Magic Circle and Am Law 100 firms have increasingly placed bets on the Brazilian market. Below are firms that have set up offices in the country to practice international law and those that also cooperate with local firms to provide Brazilian law services.

Firm / In Brazil Since

Partners

Others

Alliance firm / since

Local Firm Partners

Local Firm Others

Allen & Overy / 2008

0

3

Baker & McKenzie1

0

0

Trench, Rossi e Watanabe Advogados / 1959

38

120

Baker & Hostetler

0

0

França Ribeiro Advocacia / 2000

13

27

Chadbourne & Parke / 2010

1

2

Clifford Chance / 1998

2

11

DLA Piper2 / 2010

2

0

Campos Mello Advogados / 2010

11

53

Gibson, Dunn / 2009

1

1

Linklaters / 1997

0

3

Lefosse Advogados / 2001

9

51

Mayer Brown3 / 2007

3

5

Tauil & Chequer / 2009

12

70

Milbank Tweed / 2010

2

5

Proskauer Rose / 2007

2

2

Shearman & Sterling / 2004

1

5

Simpson Thacher / 2009

2

6

Skadden / 2008

1

3

Squire, Sanders4 /2002

0

1

Derraik Advogados

2

7

White & Case / 1997

3

6


Source: American Lawyer reporting

1 Baker & McKenzie does not have international lawyers in the market. Trench, Rossi has offices in São Paulo, Rio de Janeiro, Brasilia, and Porto Alegre.

2 DLA Piper – Consultores em Direito Estrangeiro / Direito Norte-Americano has two partners: Stuart Berkson and Robert Gruendel. DLA Piper LLP (US) has no direct ownership interest in DLA Piper Consultancy.

3 Tauil & Chequer has offices in Rio and São Paulo. All of Mayer Brown’s lawyers are in São Paulo.

4 Squire, Sanders has an office in Rio. Derraik Advogados has offices in Rio and São Paulo. (Squire, Sanders’s numbers are from their Web site.)