Corporate and M&A in Uruguay

Ferrere

A well-established fixture in the market, Ferrere continues to advise stakeholders in the country's most complex and lucrative deals. Recent advice to Aberdeen Standard Investments on its purchase of a model penitentiary complex, Uruguay’s first PPP project, was representative of the firm's regular cross-border advice and position in first-of-their-kind deals. Multinational companies operating in Uruguay also turn to the team for assistance on day-to-day corporate matters. 'Sophisticated M&A attorneyMartín Cerruti leads the practice and is a go-to partner in the market for multinationals looking to make investments in Uruguay. Other key contacts in the team include Geraldine Ifrán, a leading expert in the insurance and banking sectors, and Santiago Fontana, a specialist in foreign investments. At the senior associate level, Alejandra García stands out, regularly assisting clients including Edenred, Hyatt and IBM.

Practice head(s):

Martín Cerruti

Testimonials

Very personalised and professional service. Multidisciplinary team, and within each profession, there are specialists in each of the topics.

The greatest strength of the Ferrere firm lies in the enormous capacity of all the lawyers that make up the firm, in the diversity of them in that they are capable of covering with great mastery.

I have worked with Geraldine Ifrán from Ferrere for over 20 years. She is brilliant. Extensive knowledge of the issues, speed of action, search for alternatives and actions to seek solutions.

Santiago Fontana is simply excellent.

Response time and quality of work. Martín Cerruti is a reference in the market.

They work as a team in every sense of the word, with individuals who lead the issues but in permanent contact with the specialists in the area of ​​the case in question.

Excellent professionals with great capacity for work.

They get involved in the issues, they internalise the particular aspects of the business of the company they are advising.

Key clients

ExxonMobil

Microsoft

Vale

Hyatt

Knight Therapeutics

MetLife

DirecTv

Uber

Nestlé

Prosegur

Tiffany

Samsung

Nike

Cargill

BASF

Bayer

H&M

Scotiabank

JCDecaux

Linde

Lactalis

Mapfre

Cummins

Abbott

GlaxoSmithKline

Petrobras

HDI

Archer Daniels Midland

Novartis

Tupperware

Ahold Delhaize

Kingspan

Edenred

IBM

PTP Group

Work highlights

  • Advised Aberdeen Standard Investments on the first purchase of a Uruguayan PPP project, a model penitentiary complex, from Spanish company Teyma.
  • Advised logistics and maritime transport services group Navios on international financing transactions and infrastructure projects.
  • Assisted Prosegur Cash with its first investment in Uruguay in the cash management and smart cash segment.

Guyer & Regules

Guyer & Regules fields an 'outstanding' corporate law practice that is regularly involved in the country's most significant transactions. The firm has an impressive domestic client list that covers many of Uruguay's key industries, particularly when it comes to the export market, and a number of multinationals and foreign companies also count on the team's assistance. A recent highlight indicative of this saw Álvaro Tarabal and Corina Bove exercise their expertise in cross-border transactions, acting for Colombian company Almacenes Éxito (a subsidiary of French retail group Grupe Casino) in the potential sale of the Uruguayan supermarket retail chains Disco, Devoto and Geant. Tarabal co-leads the department alongside Nicolás Piaggio, one of the country's most prolific M&A lawyers and a go-to contact for multinationals including Petrobras and Sodimac. Javier Berdaguer is another important practitioner in the team and has developed a niche in advising entrepreneurs and start-ups. Senior partner Nicolás Herrera has longstanding corporate, commercial and capital markets expertise, and senior associate Guzmán Rodríguez regularly supports the partners on significant transactions.

Practice head(s):

Álvaro Tarabal; Nicolás Piaggio

Testimonials

The Guyer & Regules team is highly qualified and experienced in M&A matters, also with international companies. The cooperation with all team members was always pleasant and goal driven.

They were a hard-working team and we appreciated their advice.

Guzmán Rodríguez was instrumental in coordinating the team and communicating findings with our US client.

Key clients

Montes del Plata

Philip Morris

Puerta del Sur – Airport Concessionaire

Minerva

Unilever

Almacenes Éxito

Merial

Casino Guichard Perrachon

Sodimac

Petrobras

Goldman Sachs

Bacardi Martini

Merck

Hilton

Eurofarma

Sura

Oracle

Saam

Femsa

CVC

Acciona (Spain)

Tesla

BASF

Perez Companc

DLF Seeds

The Rohatyn Group

Auxly Cannabis Group

Amazon

Samsonite

Tripadvisor

Upostal

Inchape

General Atlantic

Aquila Software

Work highlights

  • Advised Almacenes Éxito as majority stakeholder in the potential sale of the Uruguayan supermarket retail chains Disco, Devoto and Geant.
  • Assisted Aquila Software with its acquisition of the shares of Icorp and Tenbisur.
  • Assisted automotive distributor Inchcape in its acquisition of Autolider.

Dentons Jiménez de Aréchaga

Dentons Jiménez de Aréchaga continues to attract new clients to its corporate and M&A practice, and also provides regular corporate governance advice to an established and varied client base. Among its standout proficiencies are major cross-border M&A; restructurings; and incorporation of companies in Uruguay. One of the firm's founding partners, Virginia Brause co-leads the department, resolving complex corporate issues for a plethora of multinationals; recent highlights included her work on Mondelēz's merger with Cadbury in Uruguay. Nicolás Herrera Alonso co leads the practice, counselling local and multinational companies on their financial, banking and corporate operations. Senior and managing partner Fernando Jiménez de Aréchaga is consulted on the team's most complex matters, and Fernando Jiménez de Aréchaga Jr is noted for energy sector project financing. From an experienced pool of senior associates, Constanza Bourdieu has recently stood out, regularly assisting with the team's highlight cross-border M&A deals in 2020.

Practice head(s):

Virginia Brause; Nicolás Herrera Alonso

Testimonials

Excellent analytical capacity, detail in the work and expertise in the matter.

Teamwork, with professionalism, respect and understanding of the business.

Knows the client’s business, pragmatic application of law.

Personal work, with diversity of experiences and knowledge in the same team, when we receive an opinion or a report we know that it is analysed from all points of view: Legal / fiscal / accounting, etc.

The Dentons Jimenez team adapts perfectly to the needs that we have from the company, with an agile, updated service, adapted to the needs. I highlight the cordiality that all its members have.

Excellent performance, always trying to harmonise and manage to close difficult negotiations, but safeguarding our interests, in a way that buyers could not foresee. The lawyer and leading partner in the negotiation and who accompanied us throughout the process was Nicolás Herrera.

They provided follow-up and advice on all issues, at any time, and on aspects of negotiation and then execution and follow-up. Highly trained and experienced.

Dentons firm provides personalised attention, in which the partners and associates get involved with the client, understanding the client’s business and giving very professional advice.

Key clients

Pepsico

Mondēlez

Linde Uruguay

Google

Mercado Libre

Freddo

ABS Global

McDonald’s

Credito de la Casa

Softcargo

Work highlights

  • Advised Pepsico on its negotiations to expand its concentrate production plant in the Colonia Free Zone.
  • Assisting Mercado Libre with its $10.8m acquisition of a Uruguayan holding company engaged in software development, which operates in five Latin America jurisdictions.
  • Acted for Mondelēz International in implementing its merger with Cadbury in Uruguay.

Hughes & Hughes

Hughes & Hughes' corporate and M&A department is best known for its high specialisation in energy and infrastructure matters, where it advises companies on all corporate governance issues, transactions and incorporations necessary through the life-cycle of a project. More generally, the team acts in cross-border M&A in a variety of sectors for a primarily international client base and is praised for 'getting involved to know the business in detail.' A trio of lawyers head the practice: Haroldo Espalter is an expert in corporate and commercial law, regularly assisting with foreign direct investment transactions; Héctor Ferreira has 20 years' experience representing domestic and foreign clients in their commercial, industrial and services; and Juan Orregia Carrau acts in a wide range of commercial and financial transactions. Mariana Estradé is a contact to note for companies seeking environmental, energy or infrastructure advice, while associate Clara Villaamil regularly assists with M&A and incorporations in Uruguay.

Practice head(s):

Haroldo Espalter; Hector Ferreira; Juan Oreggia Carrau

Testimonials

The Hughes & Hughes team combines professionalism and quality of customer service – it’s the correct mix.

‘The dedication and commitment that H&H lawyers put in is noteworthy. They really get involved with the transaction, the client feeling fully supported and calm when carrying it out. They have an extremely remarkable team from a technical point of view, but also from a personal point of view.

Hector Ferreira is pragmatic and responsive.

Mariana Estrade is an excellent lawyer, close, clear, accessible, very professional. Working with her is always easy, and it builds trust.

To stand out in this practice, and what makes it unique, is the fact of knowing where the relevant aspects of the transaction are, and what are the main drivers of the value and risks of the transaction.

Clara Villaamil is a very good associate.

Always available, extremely professional and very clear in explaining and exposing all risks. They stand out for their agility, you always have a quick and clear answer.

Key clients

UPM Kymmene

Automotores Gildemeister

Statoil

Pinturas Inca

Fujifilm

Invenergy

Akuo Energy

Petrel Energy

S.C. Johnson

Alcon Laboratorios Uruguay

AAK

Novartis

Grupo Semm

Adidas

Diadora

DIF Capital Partners

Fresenius Medical Care

Lojas Renner

British Petroleum

Work highlights

  • Advised UPM on the construction of a 2.1m tonne greenfield eucalyptus pulp mill near Paso de los Toros in central Uruguay for $2.7bn, the largest-ever foreign investment in Uruguay
  • Assisting NGE Concessions with all aspects of the PPP Ferrocarril Central railway project, which includes the design, construction, funding, refurbishment and maintenance of a 273km railroad between Montevideo and Paso de los Toros.
  • Acted for Invenergy in incorporating local subsidiary Tealov after winning the public tender from UPE for a high-voltage t-line project.

Posadas, Posadas & Vecino

Posadas, Posadas & Vecino acts for key local clients as well as a number of multinationals with interests in Uruguay, taking a strong market share of cross-border M&A, as well as being retained by clients for day-to-day corporate governance matters. Vivendi Group sought the firm's services for the first time in 2020, with Tomás Gurméndez leading its acquisition of video game studio The Other Guys' Uruguayan subsidiary. Fernando de Posadas focuses on the forestry, mining, energy, agriculture and consumer goods sectors, and he leads the practice with Gurméndez and Tomás Guerrero, a civil and corporate law specialist with vast M&A experience. Lucía Carbajal has experience acting in some of the country's largest foreign direct investment projects, and is very active in M&A in the forestry sector. Transaction specialist Gerardo Caffera is a further name to note, and Lucía Barrios and Andres Aznarez also stand out; both were appointed partners in January 2021.

Practice head(s):

Tomas Guerrero; Fernando de Posadas; Tomas Gurmendez

Testimonials

These are professionals who quickly understand the client’s business and their input is based on an understanding of the law, so that the legal service is excellent but at the same time business-oriented.

Tomás Gurméndez is a model corporate lawyer. He is dynamic, accessible, knowledgeable about the law beyond his practice and focused on the client receiving the best service but with a framework of efficiency and speed.

Very knowledgeable. Very responsive. Perfect English.

Flexibility, adaptability to the client, to provide efficient solutions aimed at tackling the problem.

Fernando de Posadas, Lucia Carbajal, Gerardo Caffera – They are characterised by their flexibility, customer orientation, strategic thinking.

Key clients

Lumin

GreenWood Resources

Liberty Mutual Investments

Conaprole

The Coca-Cola Company

BTG Pactual

Mega Pharma

Montes del Plata

AB Inbev

Mastercard International

ABB

Votorantim Group

Advent International

Terminal de Graneles Montevideo Obrinel

Cargill

Stine Seed

Mutant

Cía Hering

Vivendi

Ford Argentina

Cubico Sustainable Investments

Work highlights

  • Represented Ford Argentina in all aspects of a manufacturing agreement with local car manufacturer Nordex, including drafting and negotiation of contracts, permits and authorisations, and labour and customs matters.
  • Assisted Vivendi and Gameloft with all corporate acts related to the closing of the acquisition of The Other Guys, specifically regarding the target’s Uruguayan subsidiary.
  • Acted for Cointer Concesiones, Christophersen and DB International Operations in its successful bidding process to provide and operate rolling stock on the railway and provide rail transportation services for UPM.

Bergstein Abogados

Bergstein Abogados is frequently instructed by multinationals for assistance with transactions in Uruguay, and the firm is also the local contact for a number of international firms looking for assistance with Uruguayan aspects of cross-border deals. Thanks to the country's relative political stability and management of the Covid pandemic in early 2020, recent work included assisting a number of Argentinian clients on investing or starting operations in the country. Guillermo Duarte is praised for his 'mastery of effective negotiation strategies' and is particularly noted for M&A and investment matters; he jointly leads the team with Jonás Bergstein, who focuses on international corporate transactions. Senior associate Santiago Di Bello joined from Hughes & Hughes and has worked as part of teams assisting on M&A and data protection.

Practice head(s):

Guillermo Duarte; Jonás Bergstein

Testimonials

The team has a very thorough knowledge of the matter, and they make it very accessible to lawyers who, as in my case, do not have knowledge of local legislation.

It is a very dynamic team that provides agile responses to the issues to which they are summoned.

The Bergstein Law team manages to fully understand the different situations, not only from the legal point of view, but also from the essence of the business and the client’s objectives. That is why their strategies manage to stand out from other firms with which we have worked.

Guillermo Duarte: extensive legal knowledge, mastery of effective negotiation strategies, absolute commitment to the client.

Highly efficient personalised service and permanent availability to serve.

Their work is excellent in all areas. They have excellent availability at all times every day before our requirements. They are very professional, they know all the issues and their entire staff of lawyers has the same excellent profile of professionalism and service.

The treatment of the lawyers of this firm with our company is very personalised and very efficient. In the face of any problem we know that we have immediate legal support. The attorneys we deal with all have excellent performance.

The head of the firm Jonás Bergstein has direct contact with us and his staff is also excellent.

Key clients

Accenture

Adidas

Alicorp

Allflex Europe

Amadeus IT Group

Apple

Axis Energy Group

Bank of America

Boston Scientific

Companhia Nitroquimica Brasileira

Cisco Systems

Corporación Andina de Fomento

Cyrela

Delec Científica Uruguaya

Deugro

Deutsche Bank

Deutsche Bahn

Entravision

Jonas Computing

Jones Lang Lasalle

Hyundai Motors

Lexmark International

LimeBike

Lindsay International

Man Investments

Marubeni

Microsoft

Milliman

Mizrahi Tefahot Bank

MTU Maintenance Services

Neogen Corporation

Nordex Energy

Phibro Animal Health

POS2000

Standard Chartered Bank

Televisa

The Hackett Group

Visa International

Votorantim

Velcro Uruguay

WeWork

Sony

Work highlights

  • Acted for Bank of America Securities in the restructuring of the debt of the holding company of the concessionaire company of the Carrasco international airport.
  • Advised Goldman Sachs on its proposed acquisition of two of the largest supermarket chains in Uruguay.
  • Assisted several European banks in debt restructuring and a €134m amended and restated term and revolving facilities agreement with a multinational online travel company.

Olivera Abogados

Olivera Abogados' corporate law team frequently advises major domestic players operating in the country's key industries, assisting with M&A, restructurings and corporate governance. Construction company Teyma Uruguay was a recent addition to its domestic client list, instructing the firm on the transfer of shares in Unidad Punta de Rieles to Aberdeen Standard Investments. The team also acts for a number of international companies with operations in Uruguay, and is the local contact for several international law firms. Corporate restructurings are a particularly strong niche, with Ricardo Olivera García a go-to name on that front. He coordinates the group with Juan Martín Olivera, who is involved across the breadth of corporate deals handled by the firm; tax specialist Andrés Hessdörfer; and finance expert Federico Rocca.

Practice head(s):

Ricardo Olivera García; Juan Martín Olivera; Andrés Hessdörfer; Federico Rocca

Testimonials

They have a very good team that consolidates a lot of experience and a mixture of young people who already have an excellent track record.

Very fast response and knowledge, normally very available for questions and understanding of concerns.

Availability and fast response.

We work with Ricardo Olivera and Nicolas Paseyro. They have shown a deep knowledge of the law and great support in the consultations and documents that we had to sign.

Key clients

Sportlink

Electroquímica

Casmu IAMPP

Parex Klaukol

Citricola Salteña – Grupo Caputto

Punto Express Biabox

Ernst & Young

Alian

Teyma Uruguay

Ventus

Work highlights

  • Advised Teyma Uruguay in the transfer process of its shares in Unidad Punta de Rieles to Aberdeen Standard Investments.
  • Assisting retail client Alian with its day-to-day corporate matters, including support through the pandemic.
  • Advised Uruguay Biopharmaceutical Research Company in the submission process of the public bid for the production and distribution of psychoactive cannabis for recreational purposes.

Andersen Tax & Legal Uruguay

Andersen Tax & Legal Uruguay leverages the wider firm's international network of offices and its notable expertise in tax to assist foreign investors looking to benefit from Uruguay's tax-free trade zones. The team is also well equipped to assist with local real estate and infrastructure projects, and the structuring of local trusts. Juan Federico Fischer heads the practice; previous practice co-head Federico Formento departed in April 2021.

Bragard Abogados

Bragard Abogados' corporate and M&A department is headed by Agustina Bomio, and the small team focuses on important transactions in the Uruguayan market. In its highlight deal of 2020 the practice acted for Grupo Disa in its acquisition of Petrobras's fuel distribution operations in the country. This was indicative of the team's competence in cross-border matters. Managing partner Jean Jacques Bragard frequently lends his finance expertise to matters in this area.

Practice head(s):

Agustina Bomio

Testimonials

They are a multidisciplinary team with high-level professionals who cover with excellence all the areas of practice necessary to face a successful M&A.

They differ from other Uruguayan law firms by the level of the professionals, their proactivity, their collaboration and coordination with other areas, business mentality putting themselves in the place of the client, becoming a true partner rather than a mere supplier of a service. They are also highlighted by their good predisposition and closeness to the client.

Key clients

Grupo Disa

Sodexo

Uala

Oxiteno

Grupo Nodus

Kimberly Clark

Estudio Gómez Platero

SunPartners

Zonamerica

Work highlights

  • Advised Disa on its $62m acquisition of the fuel distribution business of Petrobras in Uruguay.
  • Acted for TTS in its acquisition of 100% interest in currency exchange house Wechsel.
  • Advised Ta-Ta Supermarkets on its acquisition of Frontoy.

Brum Costa Abogados

The corporate law department at Brum Costa Abogados principally focuses on complex agreements, M&A and compliance, where it acts for domestic clients as well as international companies with operations in Uruguay. Acting for clients in public purchases is a particularly strong area, and the team has also been involved in new, developing domestic markets such as cannabis and the entertainment industry. The practice is led by Leonardo Costa, who has a strong banking and finance client base, and María Paula Garat, who leads on due diligence and complex transactions and is a public law expert. Senior partner Oscar Brum de Mello is another name to note.

Practice head(s):

Leonardo Costa; María Paula Garat

Key clients

Terna

Lifan Motors

DUCSA

HSBC Bank

ALUR

Bolsa de Valores de Montevideo

Prolesa

Grupo d’Arenberg

Laboratorios Bioerix

LSQA

Work highlights

  • Advising fuel distributor Ducsa on the analysis and compliance with regulations of health, safety and environmental law.
  • Assisting Prolesa with the drafting of purchase, transport and services agreements.
  • Advised Sistema B pro bono on anti-money laundering rules and compliance regarding its #NosCuidamosEntreTodos Covid health campaign.