Anthony Oldfield, office managing partner in São Paulo, examines the role of English law in M&A deals in Brazil
Despite training and qualifying as a solicitor in England, I've spent virtually all my career overseas. Having joined Clifford Chance as an articled clerk (as we were then called) in London at the tender age of 22, I immediately jumped at the opportunity to spend six months in the firm's Singapore office.
While there are few similarities between my work as a trainee in Singapore and my work as a partner in Brazil, the experience sparked my desire to travel, experience new places and work in other environments. Next, I had the opportunity to work in the firm's New York office.
I moved to New York in January 1993. My enthusiasm was initially chilled by the extreme New York winter weather. But the weather soon improved as did my love-life as it was in that first spring that I met my wife. That two-year secondment lasted for 16 years and included my promotion to partner.
With three young children, my wife and I were loving life in the Big Apple. In 2008, the firm asked if I would move to Brazil to run the São Paulo office. I thought it would be a fun experience and a great opportunity to expose the children to another culture and so I agreed to go for a year. Of course, that was 13 years ago! Our kids adapted well to their new country (and speak perfect Portuguese) and my youngest is as much Brazilian as he is English or American.
São Paulo is a vibrant, cosmopolitan city of 23 million people that is constantly growing and evolving. While inevitably in a city this size, the traffic can be painful, there's always a fascinating new neighborhood to explore. São Paulo is home to the largest Japanese community outside of Japan as well as the largest Italian community in Brazil and more immigrants live here than in any other country in South America. It is a melting pot much like New York, where the diversity makes for a fantastic gastronomic scene, which is one of the reasons I love both cities.
English law in Brazil
Of course, it wasn't just the great sushi and Italian cuisine that convinced me to stay, I find the work incredibly interesting and always requires me to use past experiences to do the best for my clients.
When I was in New York I'd worked closely with our São Paulo team, so I already knew some of the clients and understood the market. During my first year here, I advised Vale on their bid to acquire Xstrata which was the largest UK take-over bid at the time and, since then, the nature and variety of deals has been fascinating.
Working in our most remote office and one of our smallest, it's always helpful to have the support and infrastructure that comes with being part of a large firm. Brazilians are very social and the business world here is a very personal environment, so relationships with clients tend to also be personal. While there isn't much of an expat community, I spend time socialising with clients and others in the Sao Paulo business community.
One thing that tends to surprise people is how ambitious and hardworking the business people and bankers in São Paulo are. When I speak to peers back home, they assume we all spend a lot of time lying on the beach in Rio. While I have been known to enjoy the beach on occasion, that's sadly not how much of my time is spent.
New York is seen as a hard-charging and challenging business environment, and the perception is that Brazil is more relaxed. Yet the reality is that São Paulo is very much like New York. The work is often complex and the clients are committed and demanding, with high expectations for quality and service.
Our team in São Paulo advises across multiple practice areas including inbound and outbound investments and financings and other cross-border transactions. As a corporate mergers and acquisitions (M&A) and securities lawyer, I focus on strategic planning and structuring advice and cross-border M&A, including takeovers, joint ventures and venture capital transactions.
Our office is made up of New York and English-qualified lawyers, and many of the larger and more complex M&A transactions we work on involve English law. Overseas clients looking to invest in Brazil want the deal governed by a law they know, and even if they are not from the UK, often choose English law for their commercial contracts. We often work in teams made up of lawyers from our offices in New York and Washington, DC as well as those in Europe, particularly Madrid, Paris and London. We also work regularly with colleagues in Asia, as China has been investing heavily in Brazil and the rest of the region.
My work in São Paulo continues to be extremely exciting and varied. As Clifford Chance was one of the first international law firms to open here, we have very strong roots and great client relationships, frequently acting for the leading Brazilian corporates and banks including the pulp and paper producer Klabin, the cement company Votorantim Cimentos and the big local banks Itaú and Bradesco.
Indeed, I advised Bradesco on its historic US$5.2 billion acquisition of HSBC's business in Brazil, which was the largest M&A transaction in Latin America at the time. We also frequently represent clients from around the world on their investments and M&A in the Brazilian and Latin American markets, and English law is often the choice of law in those cross-jurisdictional deals.
I have spent most of my career working outside of my home jurisdiction, but my practice has always been global, and my knowledge of English law has proven essential regardless of my location. And while it may be a lot warmer in São Paulo, to be honest, it's just as rainy as London.
Anthony Oldfield is the office managing partner in São Paulo at Clifford Chance
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