Portugal > Corporate and M&A > Corporate and M&A
Corporate and M&A
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- Abreu & Marques e Associados
- CCA – Carlos Cruz & Associados
- Carlos Aguiar, Ferreira de Lima & Associados – Sociedade de Avogados
- Coelho Ribeiro e Associados
- Espanha & Associados
- Henrique Abecasis, Andresen Guimarães, Pedro Guerra & Álvaro Roquette Morais – Sociedade de Advogados, RL
- Lopes Dias & Associados
Linklaters LLP remains focused on high-end transactional work, often with a cross-border element. The corporate team recently assisted Embraer in negotiating an investment agreement with the Portuguese government (through AICEP), in relation to the implementation of two industrial plants in Evora. The team notably advised Magnum Capital and the Magnum Consortium on its buyout of Babcok & Brown’s Portuguese windfarm portfolio assets (the Enersis Group), one of Portugals’ largest buyouts and the largest ever private-equity led investment in Portugal. In what was the largest bank takeover in history, the firm played an integral role advising Royal Bank of Scotland, as lead consortium member, and RFS Holding, the consortium bidding vehicle, on the proposed €71.1bn offer for ABN AMRO. Involving 21 different offices, the Lisbon team covered all Portuguese-related legal issues. The team is regarded as ‘technically very strong’, with clients commenting, ‘usually in Portuguese firms you find a mix of the very good with the lower level, depending on the people – however, Linklaters LLP is much more consistent’. António Soares is ‘never wrong, good with big transactions and always careful with the small details’, while Jorge Bleck ‘has a very good view and approach to problems’.
With ‘great leaders and good teams’, Morais Leitão, Galvão Teles, Soares Da Silva & Associados has traditionally been regarded as ‘the best’ Portuguese firm. The team advised EDP and EDP Renováveis on the IPO of 25% of EDP Renováveis’ share capital, the largest IPO ever made in Portugal. Additional highlights include advising Banco Comercial Poruguês (Millennium BCP) on the €1.3bn offering of new ordinary shares, while Sonae Distribuição instructed the team to advise on the €662m acquisition of 99% of the share capital of Carrefour. With João Soares da Silva leading the department, peers comment, ‘when we’re against the firm, we know we have a strong competitor’. Carlos Osório de Castro and Nuno Galvão Teles attract praise from clients.
Despite the 2007 departure of 20 fee-earners from it corporate department, PLMJ – A. M. Pereira, Sáragga Leal, Oliveira Martins, Júdice E Associados Sociedade De Advogados, RL houses Portugals’ ‘largest, most active corporate team’ with ‘extensive experience and a large client portfolio’. Fernando Campos Ferreira leads the corporate practice, composed of some 60 lawyers, 12 of which are fully dedicated to M&A. The fim acted for Microsoft Corporation on the acquisition of a 100% stake in the share capital of MobiComp; this deal was Microsoft’s largest ever Portuguese acquisition. The team also advised CIMPOR Group on the €117m acquistion of a 53.6% stake in the capital of an Indian company, Shree Digvijay Cement Company. Clients value the team’s ‘professionalism, flexibility and rapidity’.
Put simply, clients choose Vieira De Almeida & Associados for its ‘high level lawyers’, ‘high quality work’ and ‘high standards’. The team assisted Explorer Investments with its €47m acquisition of Media Capital Outdoors, conducting due diligence and advising on the structuring and financing of the transaction. Semapa also instructed the team for its advice on the €60m acquisition of the ETSA Group, a leading group of companies present in the waste treatment industry. Despite adverse market conditions, the team saw an increase in private equity transactions, with partner Helena Vaz Pinto assuming leadership in this area. Vaz Pinto also heads the department alongside João Vieira de Almeida. Other recommended practitioners include Paulo Olavo Cunha and recently appointed partner Paulo de Barros Baptista.
Cuatrecasas, Gonçalves Pereira recently advised OnGoing Strategy Investments on the acquisition of Económica, whereby OnGoing gained control of Económica’s subsidiaries, Diário Económico and Semanário Económico. Frederico Pereira Coutinho led a team advising MobiComp – Computação Móvel, and respective shareholders, on the sale of its entire share capital to Microsoft Corporation. Another highlight includes assisting Total France with the sale of Total Portugual to CEPSA. Manuel Castelo Branco leads the department, chosen for its ‘quality of advice and the ability to understand clients’ business’. Recommended partners include Diogo Perestrelo, André Luiz Gomes, José Diogo Horta Osório, and Luís Soares de Sousa.
Uría Menéndez ranks ‘truly above the already very high initial expectations’ of its clients. Recent highlights include advising Jerónimo Martins on the €320m acquisition of Tengelmann Plus operations in both Portugal and Poland, a matter spanning three different jurisdictions. The team was also instructed by Unidad Editorial to advise on the sale of Económica to OnGoing Strategy. Additional highlights comprise advising the shareholders of SIL Group on the sale of part of its share capital to Deutsche Bank Real Estate, as well as advising Magnum Industrial Capital Partners, a large Iberian based fund, on the acquisition of a stake in an equipment rental group. Valued for its ‘proactivity, realistic negotiation position and pragmatic approach’, the team is led by Francisco Sá Carneiro, noted for his ‘deep understanding of Portuguese corporate law, accute common sense and constant availability’. Duarte Vasconcelos, João Anacoreta and Francisco Brito e Abreu are likewise recommended for their corporate/M&A expertise.
Though still a young firm, AAA is fast-gaining a reputation for housing one of Portugal’s leading corporate teams, praised for its ‘proactivity, knowledge of Portugal’s legal and political environment, pedagogical approach and availability’. The department is said to ‘work in a constructive manner with in-house lawyers and other management structures, rather than simply dealing with the legal issues’. The team advised on the group restructuring preceeding the IPO of a Macanese gambling company listed on the Hong Kong stock exchange. The team is also assisting with the €120m acquisition of a controlling participant in a wholesale supply and generation hydroelectic company. Key partners include Dulce Franco, whose ‘counselling is greatly appreciated when dealing with major corporate decisions’ and Gabriela Rodrigues Martins, who is regarded as a ‘good, tough lawyer’. Vitor Pereira das Neves is also recommended.
Abreu Advogados goes from strength to strength, with a growing department and positive approval to match, ‘the team is full of potential’. Led by José Maria Corrêa de Sampaio, the team assisted JJW International and MBI with the €180m acquisition of Le Meridien hotels in the Algarve. The team also assisted CEPSA with the acquisition of TOTAL Portugal Petróleos. Miguel Avillez Pereira leads the firm’s corporate department, which now numbers 57 fee-earners.
At GARRIGUES PORTUGAL, S.L. – Sucursal, Mário Lino Dias led a team advising Starman UK Services Company on the restructuring of the Meridien Group in Portugal and the €150m sale of Le Meridien hotels in Algarve. Meanwhile Diogo Leónidas Rocha and Cristina Ribeiro Coelho assisted Sorema – Tapetes e Cortinas de Banho on the sale of a majority share participation to Welspun India. This 20 fee-earner practice is lauded for providing ‘a very personalised service’ with ‘very well trained staff aways ready to answer requests’.
Rui Pena, Arnaut & Associados, Sociedade de Advogados, RL has further consolidated its corporate practice following last year’s arrival of capital markets guru Francisco Almeida and finance expert António Payan Martins. Headed by João Caldeira – ‘an excellent professional with good technical knowledge of the law’ – the department now comprises three partners and four additional fee-earners. Eurobis instructed the team to advise on its spin-off and incorporation of four holding companies and the transfer of a qualified stake in the SLN/BPN Group, valued at €64m. The team also acted for GE Commercial Finance in the €24m sale of a 49% stake in Heller Factoring Portuguesa. Clients comment, ‘besides being extremely focused and professional and having a lot of knowledge and experience in acquisitions, the team is extremely flexible and accessible and really works with the client and remaining advisors with team spirit’. One added, ‘They do not simply stay in their office and send you a general report – they provide you with full support for the transaction and bring relevant experience to the project’.
Serra Lopes, Cortes Martins & Associados continues to impress with its ‘top-notch litigation skills’ and ‘strong corporate reputation’. Recommended lawyers include Luís Miguel Cortes Martins, Isabel Garcia, Martim Anahory and Rafael Lucas Pires.
Simmons & Simmons Rebelo de Sousa’s corporate department is led by Octávio Castelo Paulo. The team provides ongoing corporate support to a number of top clients, including British Telecom, Iberdrola and Warner. The practice advised Grupo Sumol on its negotiations with Caixa Geral de Depósitos concerning the €400m acquisition of the remaining 80% shareholding in Compal. João Lagos Sport has also instructed the team to advise on the acquisition of a 73.7% shareholding in Estoril Praia Futebol SAD, and a subsequent takeover bid of the remaining share capital percentage.
Albuquerque & Associados enjoys good relations with a number of international clients, one of which says ‘the team gives practical advice that people outside of Portugal can understand’. Recent highlights include advising CUF on the €97m sale of part of its activity to Fertiberia. The team also acted for the shareholders of Electro-Arco, advising on its sale of all shares to Lincoln Electric. Pedro de Albuquerque is noted as a leading individual, contributing a sound academic background to the team. António de Mendonça Raimundo is also recommended.
Manuel P Barrocas leads the 18 fee-earner corporate department at Barrocas Sarmento Neves, described by clients as ‘always attentive and responsive to needs, making every effort to meet deadlines’. Marquee deals for 2008 include advising Bristol-Myers Squibb (in conjunction with Allen & Overy LLP and Cravath, Swaine & Moore LLP) on the $4.1bn sale of CoaTec to Nordic Capital and Avista. The team continues to advise Petrobras, who, along with Galp and Partex, signed contracts for oil and gas prospection and exploration off the coast of Portugal, with the firm handling all corporate matters involved in setting up this venture. João Nuno Barrocas ‘makes sure things get done and is prepared to deal with points himself to ensure the client has what they need’.
Some of F. Castelo Branco & Associados’ key clients include Akzo Nobel, Hewlett Packard, Nike and UCB pharma. The team is advising Pamplona Capital Partners, a leading UK private equity house, on the Portugeuse aspects of its €225m global acquisition of the ceramics division of Johnson Matthey. Clients say the team provides ‘good service’, noting, ‘the lawyers are always available to help solve problems’. Leading lawyers include Gonçalo da Cunha, Pedro Guimarães, Nuno Cadima, and up-and-comer Rodrigo Almeida Dias, who, ‘although young, always succeeds in making difficult things easy’.
Franco Caiado Guerreiro & Associados assisted Labco with the €39.9m share capital increase of its Portuguese subsidiary, in addition to advising on shareholder loans valued at €187.9m and €89.2m. The firm also assisted Continental with its internal restructuring, involving the transfer of shares of its Portuguese subsidiary, valued at €31.28m. The team is praised for providing ‘quick answers to all questions involved in complex transaction’, while João Caido Guerreiro impresses with his ‘good commercial approach and focus on client service’.
Miranda Correia Amendoeira & Associados caters to high-calibre clients found within the energy, oil and gas, mining and financial markets sectors. Though based in Lisbon, the firm is distinguished by its strong international presence in countries such as Angola, Mozambique and Guinea-Bissau. Rui Amendoeira is highlighted as a leader in the field, particularly with regards to major LNG projects.
Pedro Pinto, Reis & Associados advised ING RED Development on its joint venture with the Chamartín Imobiliária Group, concerning construction of a €250m shopping centre in the Iberian Peninsula. The team also assisted Group Sogevinus with the acquisition of 100% of the share capital of Active Brands and the subsequent resale of one third of its sharecapital to João Portugal Ramos and Licor Beirão. Clients appreciate the team’s ‘ethics and effort to provide an effective solution on time’, describing Pedro Pinto as ‘impressive – he is reliable, assertive, fluent and eloquent’. Bruno Soeiro Barbosa is likewise ‘expressive and straightforward, dedicated and reliable’, while Sofia Sousinha and João Baptista da Silva are also recommended.
‘One to watch’, Sérvulo & Associados provides ongoing assistance to RTP with corporate matters, having recently advised on the restructuring of the RTP Group, including the merger of several exisiting group companies into SGPS. Other clients include Media Saturn/Media Markt, whom the firm has been advising on all corporate matters since its incorporation in Portugal. The team is ‘always available to answer questions’ and clients place a ‘great deal of trust’ in its abilities. Recommended practitioners are Fernando Ferreira Pinto, António Teles, Sofia Carreiro and Nuno Moura Roldão.
Although ABBC – Azevedo Neves, Benjamim Mendes, Bessa Monteiro, Carvalho & Associados – Sociedade de Advogados RL saw the departure of leading partner Pedro Cardigos, the firm has nonethless maintained a well respected corporate department. Corporate restructuring advice was a key area of focus this year, though the team was also involved in a number of mergers and acquisitions, acting for clients such as Kaba, Espírito Santo Viagens, Egeo Group and Key Space Aquapura Investments. Sought-after corporate partners include Benjamin Mendes, Luís Filipe Carvalho, Nune Azevedo Neves and Carla Martins Branco.
Corporate boutique Baião, Castro & Associados, R.I. houses Victor de Castro Nunes, head of the firm’s business law department. Recent instructions include acting for AdP – Águas de Portugal on the €63m privatisation of Aquapor/Luságua. The firm is noted for its ‘quality, efficiency and trustiness’.
Macedo Vitorino & Associados is praised for its ‘accuracy and adaptability to the specific needs of the client’. Under the direction of João de Macedo Vitorino, António de Macedo Vitorino and Susan Vieria, the corporate department houses 10 fee-earners. Recent work includes drafting share purchase, sale and shareholders agreements for France Télécom, in relation to the intra-group sale and purchase of a participation in Sonaecom.
Raposo Bernardo is particularly active for Fomentinvest Holdings in energy M&A acquisitions, providing exposure to a wide variety of work for portfolio companies. Nelson Raposo Bernardo and Joana Andrade Correia co-head the corporate department.
Abreu & Marques e Associados includes among its highlight deals the sale of a controlling interest in a Portuguese motor vehicle assembly operation, as well as the purchase and restructuring of over twenty Portuguese companies in the cement industry. Founding partner Jorge de Abreu is recommended.
CCA – Carlos Cruz & Associados has a growing corporate presence, and has recently been advising the mobile content and service company TIMw.e. on a €1m Chinese acquisition.
Corporate boutique Carlos Aguiar, Ferreira de Lima & Associados – Sociedade de Avogados, R.L. represents both Portuguese and foreign clients, particularly those in the banking and finance sectors. Name partner Carlos Aguiar boasts expertise in business and corporate law, mergers and acquisitions.
Noted corporate practitioners at Coelho Ribeiro e Associados include José Carlos Gomes da Silva, Jaime Medeiros, Nuno Almeida Ribeiro, André Heleno Mendes and Virginia Grande Huete.
With a ‘deep knowledge of contracts matters’ Rita Beirôoco heads the ‘business oriented’ corporate team at Espanha & Associados. Recently the team advised on the €12m acquisition of a restaurant’s esablishments and brand. João Espanha is appreciated for his ‘technical knowledge and reactivity’.
Henrique Abecasis, Andresen Guimarães, Pedro Guerra & Álvaro Roquette Morais- Sociedade de Advogados, RL provides advice on a range of commercial matters, with David George and Francisco Abecasis regarded as leading practitioners.
At Lopes Dias & Associados, Maria de Lourdes Lopes Dias is sought-after for corporate and M&A advice.
Mouteira Guerreiro, Rosa Amaral & Associados – Sociedade de Advogados R.L. provides ongoing corporate advice to a number of companies, including Norwegian client, Poppe & Co. Clients insist that its ‘small size’ and ‘competetive pricing’ is an advantage.
Neville de Rougemont & Associados is home to Rui Parente and Francisco Barata Salgueiro, who provide corporate advice to clients from the services, tourism, insurance, aviation and real estate sectors. With offices in the UK and Cape Verde, the firm fields a great deal of international business expertise.
PLEN – Sociedade de Advogados, RL advised on pre-sale corporate restructuring matters and sale negotiations relating to the €6m sale of Certora to Cadarso. For corporate and M&A advice, Nuno de Deus Pinheiro, Tiago Ferreira de Lemos and Acácio Pita Negrão are recommended.
Manuel Gibert Prates from SPS – Sociedade de Advogados led a team advising the sellers of CRT in a multimillion Euro cross-border transaction with Euromedic International. Alongside Edmundo Batalha Reis, he also advised Sheehan Medical Corporation and a group of foreign investors on an €80m investment, related to the project finance of a Lisbon-based private hospital.
Manuel Ferreira da Costa and Susana Covaneiro are the go-to practitioners for corporate and M&A advice at Sousa Machado, Ferreira da Costa & Associados. Recent highlights include advising on the acquisition of a 33% stake in Sotécnica, as well as assisting with the merger of all companies operating under the brand of its client Só Peso.
Active in the Brazilian and African markets, Teixeira de Freitas, Rodrigues e Associados also acts for domestic clients, having recently advised the temporary staffing company Randstad Holding (Portugal) on the sharecapital acquisition of Randstad Empresa de Trabalho by Kelly Services. Luiz Augusto Teixeira de Freitas, Mafalda Barreto and Rosana Maria de Freitas Rodrigues are well regarded.