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This editorial comment is written by independent LATINLAWYER editorial staff. It is the result of extensive and continuous market research with clients and peers since 1998 and is an extract from the LATINLAWYER 250.

TozziniFreire Advogados

Innovative approach from largest firm

Established: 1976 Total lawyers:441 Partners:56

That TozziniFreire is still seen as the thrusting pacesetter among its rivals at the top of the Brazilian market while in its fourth decade of operation speaks volumes about its ability to continually renew itself. It has maintained its position as Latin America's largest firm this year, and its reputation as one of the most dynamic year on year.

PRACTICES: M&A remains the heart of the firm's work, complemented by a highly regarded antitrust and trade practice; however, banking and finance work is increasingly important, and the firm also has well-regarded energy and telecoms practitioners and litigators. TozziniFreire also dedicates lawyers to specific markets, setting up "foreign desks" to look after clients from Asia and Germany.

PEOPLE: Leading the field in an excellent group of M&A attorneys are Syllas Tozzini and José Luis Freire, both with stellar reputations, and widely and dually credited with the firm's consistently modern and dynamic management style. Clients comment on the strength-in-depth of the M&A practice overall: Freire's "unique experience of the M&A market [and] his outstanding negotiation and problem-solving skills were vital to the success of the deal, [as was] his team of very hardworking, responsive, skilled and efficient partners," says one impressed regional general counsel. Other noted and active M&A lawyers are Darcy Teixeira Junior ("great expertise, and always has an alternative structure to suggest") and Marcio Baptista. On the finance side, Affonso Aurino Barros da Cunha is well regarded, and Ana Carolina de Salles Freire has a busy deal list year on year. Vladimir Abreu is noted for his real estate work, and Pedro Seraphim is likewise a recognised name for project finance. Marcelo Calliari and José Regazzini head the only competition practice at a full-service firm truly capable of taking on Brazil's respected boutiques at their own game, in the opinion of our sister publication, Global Competition Review. Regina Valle is a widely recognised name for telecoms work, Ana Cláudia Utumi wins plaudits for her tax work, and clients also praised Giovanni Ettore Nanni for his dispute resolution skills. While São Paulo is very much the firm's headquarters, clients confirmed the high quality of advice across the network of OFFICES: an oil and gas client turns to Luiz Antonio Lemos and his team in Rio for their "very good general overview of E&P matters"; while in Porto Alegre, a client commended two partners - corporate lawyer Luis Renato Ferreira da Silva and labour lawyer Roberto Pierri Bersch.

CLIENTS: General counsel from leading companies pile over each other to commend TozziniFreire's client service each year, with one example this year noting the firm's "fast feedback, ability to fulfil commitments, availability of specialists, and skill in finding a creative solution in order to avoid frustrating business perspectives". The same client also said it charges a "fair amount of hours per project", and the firm's willingness to be flexible on fees in these budget-pressured times was commended by a number of clients. One said, "I found them to be very open and flexible acknowledging they needed to quickly adapt to the new economic conditions". Among the more prominent of the many recently active clients are Santander, IBF - Indústria Brasileira de Filmes, GE Energy, BicBanco, FEMSA and Sumitomo.

OFFICES: The firm's head office in São Paulo is designed to be the public embodiment of its modern and dynamic approach, not least because it is the first open-plan office at a major law firm in Latin America, in which not even name partners have their own offices. Tozzini also maintains offices in Rio de Janeiro, Brasília, Porto Alegre, Fortaleza, Recife, Campinas and New York, and prides itself on its extensive yet fully integrated network.

ALLIANCES & NETWORKS: TozziniFreire is a member of the World Law Group and Pacific Rim Advisory Council networks, while the firm also has an alliance with long-term "best friend" AM Pereira, Sáragga Leal, Oliveira Martins, Júdice e Associados in Lisbon, looking not only to Portugal but to the alliance's other offices in Macao and Angola.

2008 DEVELOPMENTS: At the beginning of the year the firm hired Marta Mitico Valente, a former partner of Pinheiro Neto Advogados, to head its Brasília office, and later in 2008 hired a new lead partner for the Fortaleza office. Maria José Jereissati was general counsel at the Jereissati Group and is also a former public prosecutor in the attorney's office in the state of Ceará. Four partners left the firm during the year: Gilbert Lemos Zeiger retired, Gladson Wesley Mota applied for public office, Rodrigo de Campos Vieira joined mining company Ferrous Resources do Brasil, and Cintia Vannucci Vaz Guimarães has taken time out of her career.

The firm also stayed the course of continuous modernisation with a number of internal restructurings. The "foreign desks" initiative was expanded to include more Asian nations in particular with the return of two lawyers working in the continent, one at the Pacific Rim Advisory Council's Chinese firm, King & Wood, and the other working in-house at a large Japanese company. The firm also created what it believes to be the first compliance practice in Brazil, headed by Shin Jae Kim and Regina Valle, and separated the life sciences and natural resources practice into two distinct areas.

On the deal front, Syllas Tozzini led the team advising on one of the more complex and convoluted M&As in Brazil this year, between his client, industrial group Votorantim's cellulose outfit, and Aracruz Celulose; the deal suffered a severe setback when the financial crisis revealed the extent of Aracruz's exposure to derivatives-related losses, but in early 2009 it was started again and the legal work cranked back up to full speed. Tozzini also led the work for Brazil's largest frozen food group, Sadia, when it teamed up with US-based Kraft Foods in a venture in Brazil's cheese market.

A profitable client this year was FEMSA, Latin America's largest Coca-Cola bottler, which bought one of The Coca-Cola Company's Brazilian distribution franchises, Refrigerantes Minas Gerais for US$364 million for in June, and later in the year sold Brazilian soft drink exporter Sucos Del Valle.

Ana Carolina de Salles Freire had another busy year, advising German development bank DEG in acquiring a stake in Guerra, a Brazilian producer of parts for highway transport and heavy goods vehicles; on the finance side, she worked for Bic Arrendamento Mercantil, a subsidiary of BicBanco, in an offer of two-year debt securities to help expand its leasing business, as well as the underwriters of a US$125 million issuance of debt securities by Banco Sofisa.

The US$269 million acquisition by Lanxess Deutschland of Brazilian competitor Petroflex took up a great deal of the firm's time; having been first discussed in the last half of 2007, the share purchase agreement was signed and the deal was submitted to the antitrust regulators in March. A mandatory tender offer for remaining shares was made in October.

Mauro Guizeline led the team advising Santander on the restructuring aspects of its acquisition of the Brazilian assets of ABN Amro, and worked for Brazilian cable television company Net Serviços de Comunicação when it acquired small cable provider Esc 90 Telecomunicações. The firm acted as deal counsel when Brazilian energy generation group CPFL Geração de Energia entered a joint venture with sugar and ethanol plant Irmãos Baldin to build a cogeneration power plant, with Pedro Seraphim leading the work.

Affonso Aurino Barros da Cunha continued his work for the Buenos Aires-based franchisee of McDonald's restaurants, Arcos Dorados, this time as it refinanced a loan with Santander, and advised New York private equity firm Snow Phipps Group in Brazil when it acquired ArrMaz Custom Chemicals and its worldwide subsidiaries in a leveraged buyout.

Brazilian department store chain Lojas Renner retained the firm when acquiring fellow store chain Leader Participações for US$410 million, as did US-based AMB Property Corporation when forming a joint venture with Brazilian real estate company Cyrela.

The litigation team, through Flávia Cristina Andrade, successfully advised Japanese electronics company Furukawa in a contract dispute Brazilian television channel TV Cidade, leaving the Brazilian company liable for costs and facing enforcement proceedings in São Paulo.

Surveys:
22 March 2007 Market forces
26 October 2006 Trading partners
23 February 2006 Class of '05
1 February 2004 Globalisation and its contents
27 August 2003 Fiscal Responsibility
2 April 2003 The Real Power Struggle
27 October 2002 Straight Shooting
1 August 2002 Brazil: Forty under 40
Recent articles:
5 February 2010 Bearing the load
5 February 2010 Brazil holds up appliance merger
3 February 2010 Brazil heads to thin cap rules
27 January 2010 Braskem buys majority stake in Quattor
18 January 2010 Tozzini takes Coke franchisee to chocolate buy
13 January 2010 Firms line up for FEMSA beer sale
8 January 2010 Linking up the region
8 January 2010 Tozzini agrees Suzano eucalyptus spin-off
6 January 2010 Brazilian firms see through US$2 billion beef restructuring
16 December 2009 Tozzini announces New Year promotions
16 December 2009 Pinheiro Neto and Machado Meyer handle CCR share sale
15 December 2009 Tozzini and Mattos Filho handle education group’s share offering
7 December 2009 Clifford Chance and Mayer Brown head ring road financing
7 December 2009 Confidentiality issues ‘immense’ in Pão de Açúcar deal
4 December 2009 Tozzini steers landmark retail tie up
20 November 2009 Brazil taxes ADR to stem real’s rise
16 November 2009 Tozzini hires new Rio labour head
9 November 2009 Siqueira Castro hires from Tozzini
9 November 2009 Ibrac elects new president
5 November 2009 Tozzini and Velloza Girotto renegotiate pension JV
3 November 2009 Transocean GC sets up solo practice
30 October 2009 Egberto Lacerda Teixeira dies aged 90
23 October 2009 Mall operator taps markets for US$466 million
14 October 2009 Mundie and Pinheiro Neto lead renewable energy deal
13 October 2009 French connection group divests Brazilian assets
9 October 2009 Fridge cartelist pays "landmark" fine in Brazil
28 September 2009 McDonald’s franchiser taps debt markets
23 September 2009 Brazil proposes limits on sugar cane land
22 September 2009 Brazilian firms help with Canadian debt offering
17 September 2009 Investing in the country of soccer
7 September 2009 Tozzini wins oil and gas analysis contract
4 September 2009 Varig finally emerges from bankruptcy
18 August 2009 Tozzini helps Scania bring bank to Brazil
18 August 2009 Brazilian law firms make 'strategic merger'
17 August 2009 Pepsi peps up soft drink portfolio
12 August 2009 Refining Brazil's mining code
7 August 2009 How is the international crisis affecting private equity funds?
5 August 2009 Tozzini brings Japanese drugmaker to Brazil
31 July 2009 Machado Meyer and Tozzini take football titles
20 July 2009 Machado Meyer scores World Cup contract
17 July 2009 Tozzini and Machado Meyer lead German-Brazilian pharma deal
15 July 2009 Brazil to scrutinise Chinese barium imports
14 July 2009 Tozzini and Mattos Filho help power company reorganise debt
16 June 2009 Future unknown
9 June 2009 Bovespa goes to London to seek out derivatives investors
5 June 2009 TozziniFreire has its eye on the ball for 2014
4 June 2009 Baker, Tozzini and Allende tie up packaging deal
27 May 2009 First derivatives arbitration settles
26 May 2009 Colgate agrees new plant deal with Bracor
8 May 2009 Tozzini steers telecoms sale
22 April 2009 EU approves Votorantim pulp deal
16 April 2009 'Still a way to go for women in the law', says conference
9 April 2009 Solvay registers with CVM
3 April 2009 Interview: José Luis de Salles Freire
1 April 2009 Freire takes over CESA presidency
27 March 2009 Interview: Luiz Claudio Cristofaro
17 March 2009 LLX makes capital increase
12 March 2009 Santander buys out Japanese insurance partner
11 March 2009 Brazilian court declines constitutional appeal
10 March 2009 Votorantim to raise stake in Aracruz
27 February 2009 Brazilian firms aid creditors in court switch

This is an extract from the LATINLAWYER 250 - Latin America's leading business law firms