Annual_Report_2013

2013Solution Architecture

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Message from the Managing Partner

2013 highlights

ChaPter 1Converging talents

human developmenttrainee program

ChaPter 2Complementary skills

expertise and innovationComprehensive solutionsCreativity without boundaries

ChaPter 3Consolidated recognition

rankingsLeague tables

ChaPter 4Good citizenship and social responsibility

Sponsored projects

ChaPter 5anticipating trends

Outlook – the economy – article by José roberto MendonçaOutlook – Politics – article by Fernando abrúcioOutlook – Sports – article by raí

ChaPter 6Corporate information

2013 figuresabout usWhere we areCredits

Table of Contents

Solution architecture - Mattos Filho2

Renewed trust

Mattos Filho’s overall performance

in 2013 was outstanding. We have

remained on our course of steady growth,

once again leveraged by coordinated

efforts across a wide range of business

law practice areas. the resulting synergy

allows us to identify the best solutions

and opportunities for our clients.

Our entrepreneurial approach calls for

a continuous investment in business

intelligence and professional training that

keep us ahead of the curve in relevant

matters to the practice of law. Our team is

constantly sensitive to new developments

and opportunities in our markets.

It takes more than first-class attorneys

to turn a law firm into a benchmark for

excellence: a top-notch administrative

staff also plays a role. With this in mind,

in 2013 we restructured our support

departments and invested in a more

skilled administrative staff. these

efforts are aimed at keeping up with the

many requirements of a demanding and

dynamic market, and securing the future

of our business.

We worked hard in 2013, but we never

lost sight of important values such as

trust and respect. these values are

ingrained in our identity and business

practices. the results are reflected in

the accolades we have received.

Mattos Filho received more awards than

any other Brazilian law firm in 2013.

For the second year running, we were

named Brazilian Law Firm of the Year

by Chambers Latin america and, for the

third consecutive year, Best Law Firm in

Brazil by LatinFinance magazine.

We closed approximately one hundred

merger and acquisition (M&a) deals

during the course of the year. thanks

to our strong Competition Law practice,

we are one of the firms with the highest

number of cases submitted to the

administrative Council for economic

Defense (Cade). We handled major

corporate transactions. Our Insurance

and reinsurance practice played a role

in creating new products for major

institutions and winning the structuring

award with BB Seguridade IPO, the

largest capital market transaction

of the year.

eight new partners joined us in 2013,

demonstrating once again that our

partnership model sets us apart in

the Brazilian market and creates

opportunities for our lawyers. Seven

of these new partners were previously

valued associates (two from our tax Law

practice area, two from our Corporate

Law practice area and the other three

from the environmental Law, antitrust

Law and Capital Markets practice areas).

the eighth new partner, Fabio Kujawski,

joined the Intellectual Property and

tMt (telecommunications, Media and

technology) practice area.

Our strategy for enhancing our

international exposure also reached

an important milestone last year, with

a well-defined action plan for the five

continents and the strengthening of

our ties to major foreign law firms.

additionally, our New York office moved

into prime premises on Fifth avenue.

this was one more step towards our

goal of expanding our connections

throughout the U.S.

Message from the Managing Partner

Solution architecture - Mattos Filho 3

We have established productive

relationships with international law

firms which enabled us to implement

a foreign lawyer exchange program in

2013 and receive lawyers from friendly

foreign firms. this is another initiative

as an effort to foster the sharing of

experiences and expertise. It also brings

us even closer to these law firms, all

of which are leaders in their practice

areas in their respective jurisdictions.

Our attorneys also had opportunities

to practice with partner firms under our

international internship program.

Domestically, we believe that Brazil will

offer excellent opportunities in 2014 for

both local and international companies,

in an economy where businesses have

become more compliant and courts have

become increasingly capable to resolve

effectively all kinds of legal disputes.

Over the next year, we plan to continue

implementing our strategy of growth

and excellence in client care, while

keeping pace with new developments

and striving to stay ahead of the trends

and demands of a more mature and

sophisticated legal environment.

I hope you enjoy reading this report.

roberto Quiroga Mosquera

Managing Partner

We worked hard in 2013, but we never lost sight of important values such as trust and respect. These values are ingrained in our identity and business practices. The results are reflected in the accolades we have received.


January

New York office moves to Fifth avenue

LatinFinance award - Brazilian Law Firm of the Year

First group of trainees initiates program

February

Firm ranked among the

top 100 in arbitration by

“Global Arbitration Review”

Brasilia office represents its first pro

bono client, Casa do Candango

March

Beginning of the 2013 training courses at Mattos Filho academy

New partner joins the firm’s Intellectual Property and tMt (telecommunications,

Media and technology) practice

Communication on Progress (COP) published by Mattos Filho, as signatory of the

UN Global Compact

AprilMattos Filho welcomes seven new partners 1st edition of the “Mattos Filho Cidadão” event – theme: Family Law

June

2nd edition of the “Mattos Filho Cidadão” event – theme: Proposed Constitutional

amendment (PeC) on Domestic Work

Short film contest launch “What would the world be like without rules?,” in part-

nership with the tela Brasil portal, a project supported by the firm

Mattos Filho hosts Mr. ricardo Young – councilman for the city of São Paulo and

former president of the ethos Institute – during its “environment Week”

May

Partner Meeting at hotel Grand

hyatt in São Paulo

2013 highlights


July

Campos do Jordão Winter Festival,

supported by the firm

October

Mattos Filho holds Pink Day – Pink

October: supporting the breast cancer

awareness campaign

Libra Field pre-salt auction

applications open for the 2014

trainee Program

November

Latin america Indirect tax team of

the Year Prize awarded

Provisional Measure (MP) 620 converted

into Law 12,868/2013 – major victory

for the firm’s pro bono practice for the

promotion of Brazilian sports

4th edition of the “Mattos Filho

Cidadão” event – theme: real

estate Law

December

the firm joins in the Pedalada para

o Bem (“Pedaling for Good”) event,

promoted by Carbono Zero Courier,

one of the firm’s affiliated companies

release of the book “Sinopse

Tributária” in São Paulo, rio de Janeiro

and Brasília

Screening of the best short films from

the “What would the world be like

without rules?” contest

August

Mattos Filho Volunteering

Week

September

Mattos Filho’s 21st anniversaryBest Brazilian Law Firm award

by Chambers & Partners

Deal of the Year award by

LatinFinance

3rd edition of the “Mattos Filho

Cidadão” event – theme: Sex

education

49 breakfast meetings

3,550 meetings with 9,882 clients

250,000 plastic cups saved in São Paulo

8 events hosted at São José Social Center (including parties and “Mattos Filho Cidadão” meetings)

179 new hires in 2013, with more than 2,000 CVs analyzed and 900 interviews conducted

59 blood bags donated during the internal Blood Drive campaign

CONVeRgiNg TAleNTS

Mattos Filho highly values expertise – our greatest

asset, at all levels of our business – and therefore

invests heavily in professional development, through

initiatives that encourage hands on experience and

interpersonal interaction.



01


Human development

Mattos Filho highly values expertise –

our greatest asset, at all levels of our

of our business – and therefore invests

heavily in professional development,

through initiatives that encourage

hands on experience and interpersonal

interaction. the firm continuous pursuit

of innovation led to the creation, in

2011, of Mattos Filho academy, which

offers online training and knowledge

management tools to facilitate the

generation, accessibility and exchange

of information among members of

Mattos Filho community. the academy

offers training that contribute to

the professional and interpersonal

qualifications of our staff. Professional

courses on legal subject matters are

conducted by the firm’s partners,

many of whom are also professors at

top Brazilian universities. the other

subject matters – regarding non-legal

and interpersonal skills – are covered

by guest lecturers from the best

educational institutions in Brazil, with

whom the firm is affiliated.

the interest of Mattos Filho in the

professional development and training

of its staff is part of its culture. the firm

also offers “extracurricular” lectures on

a variety of topics, which contribute to

a more complete and comprehensive

training for its personnel. Last year,

57 courses were offered. additionally,

Mattos Filho academy’s website, offers

more than 150 courses on its platform

today, all aligned with the firm’s

strategic guidelines.

In addition to training courses,

professional development is encouraged

by the educational Policy of the firm,

which covers up to 60% of tuition

costs for interested staff members.

the key criterion for financial support

is the compatibility of proposed

training course content with the

activities of Mattos Filho. all staff

members are entitled to financial

support for graduate, training, refresher

and courses, as well as seminars.

In 2013, approximately 12.5% of our

staff received financial support for

training courses.

the traditional Master of Laws

(LLM) degree is also encouraged.

the firm believes in the importance

of an international experience, and

approximately ten associates obtain

LLM degrees each year. Internships

with international law firms, frequently

in combination with an LLM, are also

widely encouraged. each year, Mattos

Filho receives foreign attorneys from

international law firms as visiting

lawyers. the sharing of experience

and knowledge provides the legal

professional with a well-rounded

education, which the firm appreciates.

We invested a total of BrL 1.2 million

in human development projects in

2013, including courses and other

training initiatives.

Trainee program

Mattos Filho trainee program was

launched in 2012 and the first group,

consisting of ten students from the

fourth year of Law School, began

working in 2013. this innovative

program lasts for two years and aims

to provide comprehensive professional

training and a better understanding

of the firm and its different practice

areas. During the first year, the trainees

rotate through the three traditional core

practice areas of Mattos Filho: Litigation

and arbitration, tax and Corporate Law.

after these mandatory rotations, still

in their first year, each trainee moves

on to a different practice area of his

or her own choosing. In their second

year, the trainees work full-time in the

practice area they are mostly interested

in. Mentors offer continuous guidance

in the specific practice areas, and the

human Development department holds

regular meetings and training sessions,

exposing the group to a variety of

subjects.

the whole process is monitored and

assessed by the partners of the firm

from beginning to end and, at the

conclusion of the program, the trainees

may be offered a position as a full-time

associate at Mattos Filho. Sixteen new

trainees were selected in 2013 to join

the program starting in 2014.


BRl 1.2 MilliON

iN HuMAN DeVelOPMeNT

PROJeCTS iN 2013

COMPleMeNTARy SkillS

In recent years, the Brazilian legal system has been

the focus of constant debate. In august 2013, Law

12,846/13, known as the “anticorruption Law,” was

enacted. It imposes civil and administrative liability on

corporations engaging in offenses against the integrity

of governmental entities.

10 Solution architecture - Mattos Filho


02


In recent years, the Brazilian legal

system has been the focus of constant

debate. In august 2013, Law 12,846/13,

known as the “anticorruption Law,”

was enacted. It imposes civil and

administrative liability on corporations

engaging in offenses against the

integrity of governmental entities.

the new law is a landmark that

evidences growing demand in Brazil

for transparency and fair business

practices, as the country develops

economic and political sophistication.

Major changes, such as this one,

naturally led to an increase in the

number of sensitive issues and conflicts

in the corporate environment. Finding

solutions for them have required more

creativity and an ever more intense

exchange of experiences and expertise

among legal professionals.

the business year 2013 was also

noteworthy for the challenges presented

by the economic situation, both at home

and abroad. Capital markets required

all players to be entrepreneurial and

alert and to adapt quickly to the new

opportunities and trends arising

in an increasingly dynamic business

environment.

the Capital Markets practice area

completed sixty-five debt and

securitization transactions in 2013,

with a volume of BrL 26 billion in

funding, and structured new investment

funds, amounting to a total value of

BrL 25.2 billion. It also advised clients

in connection with seven IPOs and

one delisting, which account for share

acquisitions totaling BrL 19 billion.

the most prominent of these transactions

was the BrL 11.47 billion IPO of BB

Seguridade, awarded Deal of the Year by

LatinFinance magazine – the biggest new

share issue in the history of BM&FBovespa,

despite the fact that 2013 was much

less conducive to IPOs than any of the

preceding four years. the Capital Markets

practice handled the BB Seguridade

IPO jointly with the Insurance Practice.

We also handled the BrL 621 million IPO of

the CVC travel agency and the BrL 814.4

million IPO of sugar and ethanol producer

Biosev. Despite the hostile market,

the tax incentive for infrastructure

debentures granted pursuant to Law

12,431/11 generated another year of

growth for these transactions, which

have become a major part of the Brazilian

capital markets.

there were also major developments in

the Brazilian insurance market in 2013.

In January, Yasuda Seguros, a Japanese

company specializing in car insurance,

acquired control of Marítima Seguros by

increasing its stake from 50% to 88.2%.

the BrL 200 million transaction closed

with the assistance of the Insurance

practice of Mattos Filho.

In addition to lending its support to

the Capital Markets practice in the BB

Seguridade IPO, the Insurance practice

of the firm was responsible for designing

the legal structure of the transaction.

the Insurance practice was also

involved in completing the privatization

of 20.5% of Instituto de resseguros do

Brasil (IrB), which was purchased by BB

Seguridade in april.

In the realm of insurance regulation,

the National Insurance Office (Susep)

issued new rules for the retail sale of

insurance, requiring sales in commercial

establishments to be regulated by the

National Private Insurance Council

(CNSP). the rules are intended to offer

greater protection to consumers and,

since they were introduced, retailers

have been making adjustments so as to

comply with the new rules. Our clients

have relied on the advice and support

of our teams to adapt to these changes.

along with the growth of the Brazilian

economy, and the resulting growth of

Brazilian companies, the insurance

segment has seen an increased

demand for insurance policies providing

coverage for senior executives and the

companies themselves against litigation

arising from management actions. In

this context, our Insurance practice has

collaborated with our Litigation team in

the drafting of corporate e&O (“errors &

Omissions”) policies, when the company

is liable, and D&O (“Directors & Officers”)

policies, when senior managers are

liable for management actions.

the Capital Markets

practice area completed

sixty-five debt and

securitization transactions

in 2013, with a volume

of BrL 26 billion in

funding, and structured

new investment funds,

amounting to a total value

of BrL 25.2 billion.



expertise and innovation

Mattos Filho designs valuable

comprehensive solutions for business law

on the basis of its solid, irreproachable

reputation and expertise, combined

with its team spirit and entrepreneurial

approach, to overcome the numerous

challenges faced by its clients.

real estate law requirements have been

increasingly met by a multidisciplinary

effort, with the sharing of experiences

among legal professionals. this enables

the structuring of more complex and

lucrative transactions. In 2013, one single

transaction for the retail chain Magazine

Luiza involved the expertise of the firm’s

real estate, Corporate and tax practices.

the transaction, involving the sale and

leaseback of assets, was for an amount

of BrL 25 million. With new market

opportunities presenting themselves,

the real estate practice, together with

our Capital Markets team, drafted a

“built to suit” contract for Companhia

Sulamericana de Distribuição, under

which receivables amounting to BrL 34

million were securitized by BB – Banco de

Investimento S.a.

We seek to provide full-service solutions

and generate value for our clients. this

commitment was illustrated in 2013 by a

BrL 80 million deal in which the real estate

practice, together with our environmental

Law team, handled the sale of a major real

estate property in São Paulo to timken

do Brasil. the environmental practice

assistance was required because the

property had to be decontaminated. In

2014, the new Master Plan for the city

of São Paulo is expected to bring in new

business from clients who are required to

adjust to the new property regulations.

With the enactment of the new

Forestry Code (Law 12,651/2012),

interaction between the real estate

and environmental practices was

intensified in 2013, because the Code

introduces new directives for real estate

infrastructure and clients have turned to

Mattos Filho for advice on how to comply

with the new legislation.

Mattos Filho environmental Law practice

operates on four main axes. One axis is

infrastructure, handling environmental

licensing and compensation. the

second one covers biodiversity and

agribusiness. the new Forestry Code

and the mapping of rural land use raise

the possibility of setting a monetary

value on environmental assets. this is

a capital market niche largely untapped

until now, both in Brazil and worldwide,

and the firm has been investigating new

opportunities for its clients.

the third axis deals with contaminated

areas, which rises the need for litigation

at both judicial and administrative levels.

Our environmental Law practice is

therefore working to minimize risks and

penalties for our clients. Last but not

least, the fourth axis handles matters

involving reverse logistics. Since the

new National Solid Waste Policy was

introduced, the firm has been creating

solutions for a number of clients,

focusing on legal compliance. One of

the most important developments on

this front in 2013 was the regulation of

reverse logistics for light bulbs. Mattos

Filho represented the Brazilian Lighting

Industry association (abilux) throughout

the whole process.

there was an increase in environmental

licensing procedures that require the

fulfillment of social obligations in 2013,

which has called for the specialized

knowledge of our third Sector, Culture

and Social responsibility practice. their

assistance was extremely valuable for

the environmental team. One example

of this combined effort is the work done

on the social impact of solid waste and

reverse logistics. additionally, Mattos

Filho team holds a seat in the UN Global

Compact’s human rights Committee,

which conducts discussions on human

rights at a time of globalization and

multi-nationalization of companies. Well-

known companies and organizations

attended the training courses we offered

throughout the year.

the third Sector, Culture and Social

responsibility practice grew by 12% in 2013,

adding major international companies to its

client portfolio. the practice focuses mainly

on institutes, sponsored projects, project

planning and statutory assistance to the

third sector. Following the amendment to

the Philanthropy Law (Law 12,868/2013),

the team has received many requests for

legal advice from companies that need to

undergo changes in order to comply with

the new rules.


this practice area is geared not only

towards the third sector, but also

towards the growing “sector 2.5,” which

consists of companies that generate

social benefits in direct proportion to

their earnings. to support this strategy,

the practice has relied upon support and

frequent expert advice from the tax Law

team on a wide range of tax incentive

laws, regulatory issues and potential

administrative litigation stemming from

these regulations. Brazil has no specific

legislation for companies in sector 2.5

and therefore a profound knowledge of

Brazilian law is required to help these

companies plan their business, both

from a corporate law point of view and in

connection with other branches of the law,

such as environmental and Labor laws.

anticipating the legal trend in Brazil,

the third Sector, Culture and Social

responsibility practice has conducted

several initiatives to encourage the

donation of assets and resources

by individuals and business entities.

the initiative Movimento Arredondar

(“roundingup Movement”), for example,

designed by Mattos Filho, call for donations

by rounding up payments for products and

services in accredited institutions. the

amounts donated are distributed among

a number of social organizations. In 2013,

the practice coordinated studies and

debates on the creation of equity funds

in Brazil, to facilitate donations and to

discuss the creation of tax incentives for

charitable contributions.

Mattos Filho designs

valuable comprehensive

solutions for business law

on the basis of its solid,

irreproachable reputation

and expertise, combined

with its team spirit and

entrepreneurial approach,

to overcome the numerous

challenges faced by

its clients.


Comprehensive solutions

the judicial and corporate reorganization

of the X Group, the largest conglomerate

of companies in Brazil’s oil and gas

sector, which we represent, took place

in 2013. this conflict typifies the level of

complexity and sophistication involved

in Brazilian litigation, as a result of the

legal and economic formalization seen in

recent years. the case had international

repercussions and involved key

attorneys from Mattos Filho different

business law practices.

Corporate litigation reveals how

important it is for conflicts to be resolved

efficiently due to their direct impact on

local economy. Preventive action, based

on careful drafting of agreements, is

essential to minimize future legal battles.

But when disputes are unavoidable,

arbitration has proved to be an effective

alternative, both because it is faster than

the slow-moving national justice system

and because skilled arbitrators assure

credibility. Mattos Filho was involved in

important international negotiations in

2013, such as the arbitration between

Gol Linhas aéreas and the seller of the

former businesses of Varig, in which

the firm successfully represented the

interests of Gol.

In addition to its increasing involvement

in arbitration, with economic and legal

sophistication, in recent years the

Corporate Litigation practice has been

handling a large number of antitrust

proceedings, which implies a filing before

the administrative Council for economic

Development (Cade). In 2013, Mattos

Filho’s team of specialists in Cade’s

rules was involved in major negotiations

of this nature, such as the merger of

two giants in Brazil’s education sector,

anhanguera and Kroton. Mattos Filho’s

Corporate Law team was involved in the

merger that brought together Brazil’s

two largest educational conglomerates

to create the world’s largest higher

education group, involving a total

amount of approximately USD 20 billion.

the economic scenario in 2013 presented

significant challenges to investors

and Mattos Filho’s staff displayed its

agility and flexibility in facing these

difficulties on a daily basis. a number

of opportunities for M&a transactions

increased over the year.

the firm’s quick response to different

demands presented by the corporate

market places Mattos Filho among the

leaders in the Corporate Law practice in

Brazil. With the Capital Markets practice

area, it helped develop new products

over the year, especially private equity

and investment funds. the Corporate

Law team also provides legal advice

on mergers and acquisitions and

agreements on a regular basis to the

firm’s other practice areas and offers

support to foreign companies that wish

to establish themselves or invest in Brazil.

a specific example of Mattos Filho

assistance to international companies

was the representation, by our team in

New York, of Ziff Brothers in the sale

of their stake in a Brazilian company.

the New York office was also involved

in the new round of investments by the

U.S. fund Insight Venture Partners in the

online travel agency hotel Urbano.

Mattos Filho practice areas always act

in coordination in order to meet ever-

changing legal requirements. One of the

firm’s most traditional practice areas

is tax Law, which supports numerous

deals. One of the main issues that

required expert tax law advice in 2013

was the enactment of Provisional

Measure 627, in November, amending

federal legislation on the taxation of

multinational companies’ earnings

overseas. the Brazilian tax system is

very complex and, as a result, the firm is

constantly advising foreign companies

that plan to set up an office or acquire a

business in Brazil.

the tax team from our Brasília

office provided strategic support on

the requirements generated by the

Provisional Measure on Ports, approved

in 2013 with the goal of increasing

investment and modernizing the sector

in Brazil. Mattos Filho is currently

supporting and monitoring the plans

for three major port projects for grain

shipment in northern Brazil, which are

still at the negotiating stage.

Led by the Brasília team, the firm handled

another important matter, as facilitating

agent for the National Gold association

(anouro). the aim was to regulate the sale

and transport of gold between the gold

mines and a Securities Dealer (DtVM),

so as to meet the needs of the country’s

gold mining regions. this consulting work

led to the enactment in July 2013 of Law

12,844, which governs the sale, purchase

and transport of gold from the producing

region to the nearest DtVM. this is a

major achievement because it allows

transactions to be completed with a

mere copy of the mining rights, requiring

no other documents.


the Brasília team is also handling the

legal issues involving the New São Paulo

airport (Nasp), which President Dilma

rousseff announced in December. this

airport, located in Caieiras - metropolitan

region of São Paulo, will be the country’s

first private airport, and Mattos Filho

is assisting in the amendment of the

Brazilian aviation Code, so that it can be

built and operated.

Working together with the rio de

Janeiro office, the Brasília team played

an important supporting role in the

consolidation of labor practices in

2013, thus gaining new strategic clients

throughout the country. acting mainly

as a consultant, it assisted the other

practices, such as Corporate and Social

Security Law, in matters of executive

compensation and stock options.

the firm advises both local and foreign

companies on negotiating the departure

of executives and avoiding labor litigation

and also represents its clients in trade

union negotiations, investigations

and civil actions. the practice plays

a strategic role in customer service,

focusing on minimizing risk and litigation,

reducing potential penalties and filing

preventive actions, as well as helping

clients with compliance measures.

this consulting work led

to the enactment in July

2013 of Law 12,844, which

governs the sale, purchase

and transport of gold from

the producing region to

the nearest DtVM.

Solution Architecture - Mattos Filho18

In BrazIl and worldwIde, the It and telecommunIcatIons (telecom) markets have Been expandIng In recent years. In lIne wIth the opportunItIes In these sectors, mattos FIlho has Been developIng Its Intellectual property practIce.


Creativity without boundaries

In Brazil and worldwide, the It and

telecommunications (telecom) markets

have been expanding in recent years.

these sectors grew around 9.5% in

2013 and the forecast for 2014 is 9.2%,

according to the consulting firm IDC

Brasil. In line with the opportunities in

these sectors, Mattos Filho has been

developing its Intellectual Property

practice. It focuses on technology,

Media and telecommunications (tMt)

and has welcomed a new partner in

2013 to reinforce its involvement in

regulatory It matters in Brazil, such

as the ongoing debate on the internet

regulatory framework.

With the growing convergence in the

It and telecom markets, competition

has become increasingly fierce and the

Intellectual Property team has been

called in to share their expert knowledge

of the market.

Mattos Filho also handled the sale of

Sonora by Portal terra to the Napster

Group, resulting in the creation of terra

Napster, a music streaming service

offering more than 10 million titles to

subscribers. another highlight in the

entertainment practice area was the

creation of a work group to structure

entertainment-related agreements for

the FIFa World Cup and the Olympic

Games. the group includes legal

professionals from different practice

areas and has been working intensively

on this structuring, which requires

permits for foreign telecommunications

companies, insurance and accommodation

agreements.

the Infrastructure practice has taken on

a central role in Mattos Filho’s practice.

the sector has been the focus of local

and international investors in recent

years, mainly because of its development

potential. For example, in 2013 the team

advised Odebrecht on the financing of

the Transolímpica, a 26-km corridor linking

the district of Deodoro with the Olympic

park in Barra da tijuca, rio de Janeiro.

With the support of the Infrastructure

team, we offer comprehensive consulting

services to local and foreign companies in

connection with their telecommunications

outsourcing agreements.

apart from the capital market

transactions mentioned above, with

projects financed by the structuring

of infrastructure debentures, the main

focus in 2013 was on the oil, gas and

energy sector, both in connection with

public-private partnerships (PPPs)

and assisting clients in auctions and

concessions of regulated areas. One of

the highlights was the representation of

the Chinese company CNPC, a member

of the winning consortium in the Libra

pre-salt oil field auction held in October.

the transaction was named the Deal of

the Year by Latin Lawyer magazine.

CONSOliDATeD ReCOgNiTiON

the recognitions and awards received in 2013 indicate

that the firm is on the right path.



03


the recognitions and awards received in 2013 indicate that the firm is on the right

path. the year began with the announcement that Mattos Filho had been placed first

among Brazilian law firms in the Latin Lawyer magazine M&a league tables for deals

exceeding USD 70 million and completed from January to December 2012.

In another highlight of 2013, the firm was named, for the second consecutive year, as

Brazilian Law Firm of the Year by Chambers Latin america and for the third consecutive

year by LatinFinance magazine. the firm is also proud to have acted in three of the

“deals of the year” named by LatinFinance: Best IPO (BB Seguridade, USD 5.7 billion),

Best Quasi-Sovereign Bond (Petrobras, USD 11 billion), and Best Corporate high-Yield

Bond (Cosan USD 500 million / BrL 500 million – dual tranche bond).

In addition to these awards, the International Financial Law Review conducted a survey,

for the first time in 2013, entitled “energy and Infrastructure: Latin america” to identify

the law firms most significantly involved in transactions in these areas. the survey

was divided into categories and Mattos Filho was identified as one of the leading

firms in the project finance and corporate areas. another important survey, conducted

by the Latin american Corporate Counsel association (LaCCa), ranked Mattos Filho in

second place among the law firms providing legal advice to the one hundred largest

Latin american companies, representing 15 of them.

among other recognitions, the 2013 issue of Chambers Global named 19 members of

Mattos Filho’s staff who practice in the following areas: banking & finance, capital

markets, corporate/M&a, dispute resolution: litigation, dispute resolution: arbitration,

oil & gas, power, insurance, projects and tax.


Rankings

Chambers Latin America

Brazilian Law Firm of the Year

International Tax Review

Latin america Indirect tax team of the year

Latin Finance

Brazilian Law Firm of the Year

Deal of the Year:

Best IPO of the Year (BB Seguridade – USD 5.7 billion)

Best Corporate high Yield Bond of the Year (Cosan – USD 500 million)

Best Quasi Sovereign Bond of the Year (Petrobras – USD 11 billion)

Latin Lawyer

top Legal advisor no Brasil

Deal of the Year:

regulatory Deal of the Year (first auction of the Libra pre-salt oil field, Brazil)

Disputes Deal of the Year (Casino/abílio Diniz)

Nominated one of the law firms most committed to the pro bono legal practice

in Latin america in the Pro Bono Survey carried out jointly with the Cyrus r.

Vance Center

league tables

Bloomberg

top Legal advisor in Brazil in number of deals and volume negotiated

Mergermarket

top Legal advisor in Latin america in number of deals

top Legal advisor in Brazil in number of deals and volume negotiated

Thomson Reuters

top Legal advisor in Brazil in number of deals and volume negotiated (3Q 2013)

top Legal advisor in Latin america in the ranking of “Undisclosed Values & Values

up to US$500m” (3Q 2013)

gOOD CiTizeNSHiP AND SOCiAl

ReSPONSiBiliTy

throughout its 21 years of existence, Mattos Filho has

strived to build relationships based upon transparency

and honesty, which give the law firm its sound reputation.



04


throughout its 21 years of existence,

Mattos Filho has strived to build

relationships based upon transparency

and honesty, which give the law

firm its sound reputation. always

attuned to new opportunities, the firm

operates with social and environmental

responsibility, contributing to Brazil’s

future and putting projects and

initiatives of this nature into practice.

Pioneer in the pro bono practice,

approximately 120 attorneys from

Mattos Filho dedicated nearly 4,000

hours advising 37 not-for-profit

organizations in 2013. the firm also

continued working with Instituto Pro

Bono, an organization devoted to

promoting greater access to justice.

among these projects, the highlights are

the legal task forces and the promotion

of this type of practice among law firms.

Mattos Filho encourages pro bono

practice and time spent by the firm’s

legal staff for this purpose is treated

as billable hours, though not charged

to the client.

In 2013, a classic matter involving the

Brasília office team, with repercussions

throughout Brazil, put Mattos Filho’s

pro bono practice under the spotlight.

When representing the NGO Atletas

Pelo Brasil, our attorneys worked hard to

convert Provisional Measure 620, which

governs the transfer of public funds to

sporting institutions, into law before the

National Congress.

enacted in 2013, by President Dilma

rousseff, Law 12,868/2013 seeks to

instill democracy, transparency and

fair business practices into clubs and

confederations. this enactment, referred

to as “the great victory for Brazilian

sports,” was a turning point that shall

have a relevant impact in times of FIFa

World Cup and Olympic Games.

another highlight of the year was Mattos

Filho nomination as one of the major law

firms in Latin america committed to pro

bono practice in a survey conducted by

Latin Lawyer and the Cyrus r. Vance

Center. the annual survey on pro bono

work (Pro Bono Survey) evaluated over

one hundred participants in 2013.

Approximately 120 attorneys from Mattos Filho dedicated nearly 4,000 hours advising 37 not-for-profitorganizations.


Sponsored projects

aware of its role, Mattos Filho encourages

initiatives that foster good citizenship

while promoting access to justice. this

is the conviction underlying the firm’s

social responsibility actions, as well

as our decision–making process with

regard to sponsored projects.

as it does every year, the firm directed

a portion of its tax payments (IrPJ,

CSL, PIS, COFINS and INSS) in 2013 to

projects of significant social impact,

pursuant to the Culture Incentive Law

– the “rouanet Law,” the audiovisual

Law, the Sports Incentive Law and the

Municipal Fund for the rights of Children

and adolescents (known by its Brazilian

acronym, FUMCaD).

Under the Culture Incentive Law, Mattos

Filho was, for the first time, the sponsor

of the 44th International Winter Festival

in Campos do Jordão, organized by the

government of the State of São Paulo

and by the State of São Paulo Symphony

Orchestra Foundation (Osesp). In

addition, it supported two initiatives

in the field of education: Associação

Tela Brasil, the first Brazilian website

for teaching audiovisual art; and the

Fronteiras do Pensamento (“Frontiers

of thought”) cultural project, which

encourages freedom of expression and

education as a developmental tool.

the firm also continued to support

the Centro de Contação de Histórias

(“Center for Storytelling”) project of the

Associação Viva e Deixe Viver (“Live and

Let Live association”).

For the second consecutive year, Mattos

Filho, along with the Ort (Organization

reconstruction and Work) Institute of

technology, staged the benefit concert

by renowned Brazilian pianist arnaldo

Cohen, which took place in rio de

Janeiro in 2013.

Under the Sports Incentive Law, the firm

promoted, for the third time, Corrida da

Amizade (“Friendship race”), organized

by the international association abraham

Path, and established an alliance with the

Associação Esporte Solidário (“Solidary

Sports association”), along with the

sports advisory entity Run&Fun.

In 2013, the firm honored its traditional

donation to FUMCaD, a mechanism

established to set aside funds intended

for programs and projects regarding the

rights of children and adolescents in

special situations. Part of the investment

was channeled to the Colégio Mão Amiga

(“Friendly School hand”) project, which

benefits about 350 children living in

Itapecerica da Serra (SP). another portion

was channeled to the project Oficinas

Culturais: Múltiplas Linguagens a Serviço

da Aprendizagem (“Cultural Workshops:

Multiple Languages for Learning”), by

Espaço Nossa Casa, an entity affiliated

with the Pró-Saber Center for Psycho-

pedagogical Studies, which works for

the social inclusion of children within

the Paraisópolis community in São

Paulo, offering artistic activities that

supplement the school curriculum.

Mattos Filho has also offered continued

support for the São José Social Center by

undertaking voluntary activities through

Mattos Filho Cidadão (“Mattos Filho’s

Citizen”) project. the initiative consists

of a series of legal and non-legal talks

and orientation sessions to the parents

of children attending the Center, in an

effort to expand the support offered to

the institution through initiatives that

promote good citizenship and access to

fundamental rights.

Simultaneously with these projects,

throughout the year the firm mobilized

its staff with a series of initiatives

and campaigns to reduce waste and

encourage recycling as part of the

ECOnsciente (“ecoaware”) project, which

reflects the firm’s commitment and

approach to environmental conservation.

Its main goal is to draw attention to this

issue through awareness projects.

The projects we support:

Campos do Jordão Winter Festival

(www.festivalcamposdojordao.org.br)

Associação Viva e Deixe Viver

(www.vivaedeixeviver.org.br)

Tela Brasil (www.telabr.com.br)

Fronteiras do Pensamento

(www.fronteirasdopensamento.com.br)

ORT institute of Technology

(www.ort.org.br)

Associação esporte Solidário

(Solidary Sports Association)

(www.esportesolidario.org.br)

Colégio Mão Amiga

(www.colegiomaoamiga.org.br)

espaço Nossa Casa

(www.prosabersp.org.br)

TerraCycle (www.terracycle.com.br)

Pro Bono institute

(www.probono.org.br)

ANTiCiPATiNg TReNDS

the articles mentioned exclusively state their respective author’s opinions



05


Outlook – the economyArticle by José Roberto Mendonça

Outlook for the Brazilian economy in 2014

the year 2014 is special. On one hand, it is the last year of President Dilma’s

government, the year of the FIFa World Cup and presidential elections. this renders

the scenario somewhat uncertain and subject to volatility arising from economic (how

much will we grow?), social (will we have significant protests in June?) and political

(who will win the election?) issues.

On the other hand, everyone correctly anticipates that the next four years (2015-18)

will not be a mere extension of the past. the world is just entering a new growth stage,

amidst a technological revolution and an energy revolution, and the outlook for this

new era is not immediately obvious. Brazil will have to reposition itself to confront

this new challenge. Domestically, the paltry growth in recent years also suggests

change: not only has domestic demand grown more slowly, but our production has

also become less competitive. this framework requires a new incentive structure and

economic policy. this new reality will affect all business sectors.

trying to foresee 2014 is therefore very relevant. Let it be said at the outset that

Brazil should not expect any discontinuity, whether in terms of the exchange rate,

interest rates, inflation or public debt. however, GDP growth rate will be meager – and

certainly less than last year’s 2.3%.

In January, we were affected by two major events: a robust group of countries

(Ukraine, turkey, South africa, Venezuela and argentina, among others) experienced

a crisis that resulted in a departure from “emerging” risk. even arguing, correctly so,

that Brazil is in a better position, the volume of long-term foreign investments is

being affected.

On the other hand, an unprecedented heat wave and drought has affected large

swathes of the nation. the rains did return recently, but the situation is still far

from normal, since rainfall remains well below the normal average. as a result, the

agricultural crop will be lower than projected and one can already see higher prices in

many markets.

at the same time, the levels of the hydroelectric reservoirs are very low, meaning that

all available thermal generation capacity available must be used. the result is that

energy prices have exploded in the free market, affecting production in many sectors.

Trying to foresee 2014 is therefore very relevant. let it be said at the outset that Brazil should not expect any discontinuity, whether in terms of the exchange rate, interest rates, inflation or public debt. However, gDP growth rate will be meager – and certainly less than last year’s 2.3%.


thus, and even discounting the expenses with the final phase of the FIFa World

Cup works and with the recently initiated works on several new airport and highway

concessions, it seems clear to us that this year’s growth rate will be lower than last

year’s. Let’s take a closer look.

the Central Bank has been raising interest rates for months in its battle against

inflationary pressures. Consequently, credit is becoming more selective, which

affects production. the same applies to the higher costs of electricity, which implies

reductions in profit margins or pass through to prices. Furthermore, many businesses

are turning certain items of equipment off and selling the unused energy in the free

market, which depresses production. Still in regards to the manufacturing industry,

we can see that the automotive market has retracted, forcing companies to reduce

production rates. this will be further adversely affected by the crisis in argentina:

Brazil will find it difficult to export the 415,000 vehicles it delivered last year.

agricultural production will be lower than projected because of the drought. Preliminary

calculations point to losses with coffee, sugarcane, grains, oranges, vegetables, and

others. One can also already see a gradual decline in the job market and consumption.

Lastly, some components of investment, such as the sale of trucks, will not repeat

last year’s growth.

these elements lead us to forecast a GDP growth rate of approximately 1.6% for

2014, which will add up to four years of very slow growth. this also suggests that

businesses need to be especially aware of the changes that are likely to occur,

beginning in 2015. as we have already mentioned, the period beginning next year will

not be a mere extension of the past.

José Roberto Mendonça de Barros holds a PhD in Economics from the University of

São Paulo and a PhD from the Economic Growth Center of Yale University, U.S.A. He is

currently a member of the Board of Directors of BM&FBOVESPA, a writer for the O Estado

de S. Paulo newspaper and a commentator on Rádio Estadão. From 1995 to 1998 he

served as Economic Policy Secretary at the Ministry of Finance.


Outlook – PoliticsArticle by Fernando Abrúcio

Political outlook for 2014

to understand the political scenario in 2014, we have to take the opposite path and look

backwards. By comparison, the 2014 elections will be quite different from the last three

presidential elections in which the Workers’ Party (Pt) won. In 2010, Brazil was growing

at a rate of 7.5% a year, with a president whose popularity ratings were in the order

of 83%. even with Dilma rousseff, still unknown, as candidate at the time, it was an

election in which the sitting government enjoyed tremendous strength. During the 2006

elections, notwithstanding the recent “payment-for-votes” (mensalão) scandal, Brazil

was growing at a rate of 4.5% a year and President Lula, one of Brazil’s leading political

figures, enjoyed unparalleled popular support. In 2002, the first year of Lula’s victory,

he won the elections against a government in crisis that had had to deal with a power

blackout and a president with a lower approval rating than the current president. to a

certain extent, the Workers’ Party candidate in 2002 was in a stronger position.

In the 2014 elections, Dilma rousseff will not have the same power that the Pt

enjoyed in 2002, 2006 or 2010, although she is still expected to win the elections

on the second ballot. among the reasons for this prediction are: first, the fact that

Brazil will not experience the same growth rate of previous election years. although

unemployment is and should remain very low, growth has slowed down considerably.

Second, President Dilma’s approval rating, during a period close to the elections, is

worse than the ratings Lula had in 2006 and in 2010, even though it is still better than

that of former president Fernando henrique Cardoso in 2002. the road ahead is paved

with many possibilities and doubts.

there are at least three major uncertainties. One of them is the economy. Not only

in regards to Brazil, but the world in general. Growth in europe remains elusive

and the recovery of the U.S. economy is still a medium- to long-term goal, thereby

representing a major source of international uncertainty. With regard to the domestic

economic situation, there are doubts regarding growth and also regarding inflation.

Nevertheless, this is not a disastrous economic scenario. It is important to stress that

this is a much better scenario than that of 2002, for comparative purposes, but one

cannot turn a blind eye to the uncertainties.

the second of these uncertainties lies in the demonstrations surrounding the FIFa

World Cup. the groups and the parties involved in the demonstrations are taking

advantage of the event and of Brazil’s international visibility to show their relevance

and it is very difficult to predict where this will lead us to in 2014. If the demonstrations

continue to be violent, which is a possibility, we will have a demonstration-free World

Cup, because they will lose popular support to such an extent that those who take to

the streets will be arrested and the sentences handed down will be applauded. But

between now and then we have no way of knowing what will happen.

With regard to the economic scenario, it is imperative that she conducts the economy in a manner that at least tells Brazilian and international players that there will be no major changes and that she will try to maintain a model that stabilizes the country’s public accounts.


the third uncertainty has to do with regional alliances that are still being formed;

therefore, we do not know for sure what the final configuration will be. Given these

issues, and the fact that Dilma is a president with significantly lower popularity than

that of Lula in 2006 and 2010 (although greater than that of Fernando henrique in

2002), in a scenario where economic growth will also be less than in 2006 and 2010,

we have reasons to assume that the Dilma administration, although favorite to win

the elections, will not be able to win on the first ballot.

In order to regain popularity, the point is not so much Dilma’s reelection in its own

right, but the issue of whether she is capable of conducting a second-term office

better than the first. the major challenge for her to remain the favorite and win the

elections is to show, during the year, that she is indeed capable of carrying out a

better term in office than the first one. to do so, the president needs to get closer to

society and demonstrate that she is open to dialogue, because until June 2013 the

overall impression was that the president did not communicate with society.

With regard to the economic scenario, it is imperative that she conducts the economy

in a manner that at least tells Brazilian and international players that there will be no

major changes and that she will try to maintain a model that stabilizes the country’s

public accounts.

In an election that is likely to be more competitive than the previous ones, she will

also have to build, particularly with the Party of the Brazilian Democratic Movement

(PMDB), a sustainable alliance for the 2014 campaign. Furthermore, she will have

to prove herself capable of dealing with the protests during the year and the FIFa

World Cup 2014.

Fernando Luiz Abrucio holds a Social Science degree from the University of São Paulo

(1990), where he also obtained his masters degree (1995) and his PhD (2000) in Political

Science. He is a professor and a researcher at the Getulio Vargas Foundation (SP) and

writes a column for the Época magazine.


i believe that future generations will have to be better prepared. The culture of these generations of sportsmen and women is likely to change, given the possibility that athletes will take part in committees and actually have some influence in the clubs they represent.

Outlook – Sports – Article by Raí

The time is now

the mobilization by Brazilian athletes through the NGO Atletas pelo Brasil and the

strategic alliance with Mattos Filho led to a momentous victory for Brazilian sports in

2013. the conversion of Provisional Measure 620 into law (Law 12,868/2013) could not

have come at a better time. the law proposes significant changes in how sports clubs

and confederations are managed, imposing transparency, fair business practices and

democracy, so that they can continue to enjoy incentives and public funding. I believe

that this accomplishment, the outcome of a 30-year struggle by the sporting class

in Brazil, shows that Brazilian people as a whole have matured significantly. Brazilian

people are increasingly aware of important decisions and the fact that the national

sports are currently on the agenda and in the media, given the huge sporting events

that Brazil is to host, has undoubtedly contributed to that.

I see this victory as the beginning of a legacy. this was an important step that is

paving the way for further discussion, for I believe there is still a long way to go in

terms of national sports policy. at a key moment for sports – we have two years

ahead of us until the 2016 Olympic Games – it is our duty to keep the issue in the

spotlight, re-discussing and exploring the subject of a national sports policy, together

with sportspeople and the public in general. there has never been any discussion,

for example, about the role of the federation, the states and the municipalities or

the division of responsibilities. these are discussions that have already taken place

in other areas like healthcare and education, but they have been neglected when it

comes to sports. We need to reopen the discussion about the responsibilities of the

sports federations and confederations, as well as those of the government, because

this has never been the subject of ample discussion. I believe the time is now ripe for

this debate and this opportunity should not be missed.

as one of the athletes supporting the Atletas pelo Brasil movement, I believe the

achievement of transparency for Brazilian sports has resulted in a priceless gain. It

was a landmark, which will certainly have very significant repercussions in the medium

term and that, in the long term, shall change the path of Brazilian sports – from

holding managers accountable to the search for a more professional approach to

management and greater responsibility for athletes, who will have more influence in

the political decisions of sports clubs and other organizations.

thus, I believe that future generations will have to be better prepared. the culture of

these generations of sportsmen and women is likely to change, given the possibility

that athletes will take part in committees and actually have some influence in the clubs

they represent. Sportsmen and sportswomen will start to take a greater interest in

management issues, as well as in the possibilities of influencing their milieu. I believe

future generations’ interest and preparation will lead to beneficial long-term results

for the management of sporting organizations in Brazil.


So far, the most significant entity to amend its statutes in order to comply with the

new law was the Brazilian Olympic Committee (COB). all the federations are moving

ahead with this, but COB’s move is symbolic and highly representative, since it is

the umbrella organization for the confederations of all types of sports. It is to be

hoped that, following this move by the COB, there will be a cascade effect among the

federations, who will have to speed up their processes if they, too, are to comply with

the new legal requirements.

the major sporting events of 2014 and 2016 will, above all, contribute to raise

awareness, among the population and the government, for Brazilian sports and their

significance to the nation, so that their needs and possibilities can be identified. What

still can and needs to be done for sports will increasingly move to the fore. Its power

of mobilization, communication and popular participation will become clear, as will

the fact that its potential has been poorly utilized in Brazil. My hope is that we take

advantage of this environment of rich debates to further strengthen sports in Brazil,

bringing long-neglected strategic issues to the surface.

Raí Souza Vieira de Oliveira was a FIFA World Cup champion in 1994 with the Brazilian

national soccer team; founder and chairman of the board of the Gol de Letra Foundation,

a not-for-profit civil society organization recognized by UNESCO as a global model of

support for socially vulnerable children. He is also a director of the NGO Atletas pelo

Brasil and managing partner at Raí+Velasco.

CORPORATe iNFORMATiON



06


gross revenue (BRl million)

Personnel - headcount 694 employees (position in December/13 and taking into account those on leave)

investments in technology (BRl million)

Taxes paid (BRl million)

New cases (in number of cases)

249.8

671

1.7

59.6

6,127

2011

2011

287.8

699

1.2

71.9

4,234

2012

2012

2011 2012 2013

2011 2012 20132011 2012 2013

317.8

694

1.6

82.8

4,213

2013

2013

2013 figures


10%increase in revenue from 2012 to 2013

investments in training and qualification (BRl million)

Profit-sharing paid (BRl million)

1.5

11.4

2011

1.3

12.7

2012

2011 2012 2013

1.2

14.1

2013


With its 21 years of practice, Mattos Filho is one of the leading law offices in the

Brazilian market, recognized for its presence in the corporate area and for excellent

services across a wide range of legal fields.

the firm currently has 60 partners and 365 associates/interns committed to

professionalism, team work and ethical conduct that inspired its founding partners.

excellence, together with creative and innovative intelligence, differentiates Mattos

Filho in the market, for its ability to come up with valuable solutions for strategic

and challenging cases. this is only possible thanks to the work of a well-tuned and

talented team, fully committed to our clients’ expectations and needs.

the firm represents Brazilian and international businesses, financial institutions,

investors, multilateral agencies, investment funds, pension funds, insurance and

reinsurance companies, publicly- and privately-held businesses in a wide range of

industry sectors, not-for-profit organizations and governmental entities. Internationally,

Mattos Filho is recognized for its experience in advising major foreign corporations.

About us

21years ofoperation

365associates and interns

328administrationstaff

60partners



São Paulo - Paulista officeal. Joaquim eugênio de Lima, 447 - São Paulo SP

tel.: +55 11 3147 7600

São Paulo - Faria lima officerua Campo Verde, 61 - 3º andar - São Paulo SP

tel.: +55 11 3035 4050

BrasíliaShS Quadra 6 Conjunto a, Bloco C - Sala 1901 - Brasília DF

tel.: +55 61 3218 6000

Rio de JaneiroPraia do Flamengo, 200 - 11º andar - rio de Janeiro rJ

tel.: +55 21 3231 8200

New york712 Fifth avenue - 26th Floor - New York NY eUa

tel.: +1 646 695 1100

www.mattosfilho.com.br

Where we are



Overall Project ManagementMattos Filho advogados

Corine Moura / Ive Lima /

Luiz Gustavo Costa / thaís télis

Writing and editingMZ Group

Desktop PublishingMZ Group

PrintingVeramar

PhotographyShutterstock photos

Credits


Annual_Report_2013

Documents

practice of law

brazilian law firm

best law firm

corporate law practice

tax law practice area

boundaries chapter

ra chapter

highlights chapter