Team size: Nine

Major legal advisers in LatAm: Brazil: Vigido, Lettieri & Lucas, Tauil & Chequer, Mattos Filho and Mayer Brown

Countries in LatAm your company operates my role covers: Brazil, Mexico was divested at the end of 2019 and all the Veepee Group’s transitional service agreements expired by the end of 2020

What are the most significant cases or transactions that you and your team has been involved in?

The IPO of the Brazilian entity in 2021 which took Privalia Brazil public. A complex exercise that, in addition to the work entailed by an IPO in a foreign stock exchange, required a sophisticated tax and legal analysis carried out both in Spain and Brazil, a reorganisation of the Spanish and Brazilian IP and corporate structure and multiple changes to the Group’s intercompany set up.

[Note: the IPO was not finally completed as a result of sudden changes in the Brazilian stock market environment a couple of days before completion]

Secondly, the corporate reorganisation of Privalia Brazil from 2022 to 2023; a project pursuant to which a Spanish branch of the Brazilian entity was incorporated to comprise the European-based Tech teams managing the technological platform and operations of the Brazilian entity, as well as any other supporting function located in Spain. This required a review and subsequent modification of all existing intercompany flows, a thorough tax review. This project was completed by means of a trans-national contribution of assets which also entailed a full review and, where needed, assignment of a very significant amount of existing contractual relationships with third parties.

Privalia Brazil was originally focused on flash sales (i.e. sales-events open for a limited number of days, in which Privalia resales products in multiple categories (mainly fashion, but also beauty, home & décor…). As from 2022, Privalia Brazil has consistently worked on expanding its business lines, and at this point the company has developed strong marketplace, travel and digital advertisement business lines. The new business models are radically different to the original one from a legal point of view, since under these new lines Privalia acts as a platform host, and this has required a deep legal analysis of the current digital legislation in Brazil affecting technological hosting platforms, as well as the creation of a full new legal contractual framework for the sellers that will be operating via the company’s platform.

What are your organisations plans in the LATAM region over the next 12 months and how will your legal expertise help to achieve these plans?

Privalia Brazil has big expectations of growth in terms of business, and this will require a transformation and improvement of the business models.

The legal department has been historically a key player in management meetings and strategic decisions, up to the point where I am one of the three members of the board of directors. Legal will be a partner in key factors such as providing advice on the strategy to be implemented in the future, not purely from a legal point of view but as a trusted general advisor and providing the (legal) technical support necessary for the deployment of the current strategy and the implementation of future new lines of business in the territory of Braziil.