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

Over the last two years, my team and I were directly involved in a very complex M&A transaction that resulted in the combination of the businesses of Localiza and Unidas, creating the most complete mobility platform in Latin America, with over 500,000 cars, 16,000 employees, almost 1,000 branches and 15 million clients. In addition to the negotiation among said companies and their founding shareholders, the transaction had to be approved twice by the respective shareholders’ meetings and required the commitment of Localiza to offer financing to Unidas’ shareholders to allow them to pay income tax levied on capital gain triggered by the transaction. The merger control process was also very dense and long, with active participation of several players (competitors, clients, and suppliers). After almost one year, the antitrust authorities cleared the transaction subject to the sale of a selected part of the rent-a-car business of the petitioners within a certain time frame. The companies succeeded in signing a binding document with a seller that was considered appropriate by the antitrust authority. After that, they were finally allowed to close the Localiza-Unidas transaction by means of the merger of the Unidas shares into Localiza. In parallel, Localiza and Unidas teams were required to split part of the rent-a-car business and create a fully functional competitor, to be sold to the buyer approved by the antitrust authority. This second transaction was closed three months after the combination between Unidas and Localiza, in a remarkably efficient fashion.

As we live in a fast-paced world today, what skills will a corporate legal team need to succeed in the modern in-house industry?

I would like to highlight two of them that, in my experience, are hard to implement: to be less risk avert and to be able to prioritise.

Lawyers are trained to avoid risks and to base their legal opinions on consolidated laws, doctrines, and precedents. In the current world, in-house counsel constantly face unforeseen circumstances that require them to take risks they are not comfortable with. In many cases, this situation results in delays that are not compatible with the business need. It is crucial in today’s world that corporate counsel embrace uncertainty and a certain degree of risk.

Risk aversion also impacts the ability of in-house counsel to prioritise their work. I do not know a legal department that is prepared to review every document and every decision taken by a company in the pace that the current world requires. In this sense, it is very important to define which matters will require the involvement of the legal team, and which will not. Of course, use of technology and self-service tools as well as outsourcing to alternative providers are also tools to be considered. Focus on complex matters that require expert and business knowledges is crucial for the success of the corporate legal department.