About

Can you briefly explain how the legal team is structured, highlighting key individuals and their role within the department?

The Brazilian legal team of Fresenius Medical Care reports directly to the vice president and general counsel of Latin America, Celia Cleim, who is based in Rio de Janeiro and belongs to a global structure led by the executive vice president and global general counsel, Cornelis (“Kees”) van Ophem, based in Bad Homburg in Germany. Cleim is in charge of the following regions: South America, Caribbean and Central America. In Brazil, the legal team is led by Luciana Kapitaniec, the local legal director, who manages a team composed by four legal counsel responsible for all legal matters, a paralegal, a student, an apprentice, and an administrative assistant. Flávia Brandão Teixeira is responsable for the contract area, providing legal support on every issue emerged from all internal departments, elaborating agreements. Leisa Amaral is responsible for litigation supporting labour, and regulatory. Luana Lima is in charge of litigation supporting civil and tax matters, tender offers, financial and rental agreements. Raquel Thode is responsible for the corporate area, providing legal advice and support, especially related to M&A, antitrust, and intellectual property matters, identifying and mitigating legal risks. Nevertheless, the legal team also counts on the indispensable support of Bernardo Marques as legal assistant, Fernanda Fonseca as legal intern, Julia Nani as minor apprentice and Adila Mossri as executive secretary.

What are the most significant cases and/or transactions that your legal team has been involved with in the last two years?

Fresenius Medical Care is the world’s largest provider of products and services for individuals with renal diseases worldwide. In Brazil, the company is the leading provider of dialysis products such as dialysis machines or dialyzers. Through its network of 32 dialysis clinics, Fresenius Medical Care performs more than one million treatments per year around the country. In the past two years, the Brazilian operation is focused on the acquisition of more than ten dialysis centres and related business companies, like water treatment industry and an information technology company in the past two years. This diversification and growth allowed the legal team to work hard on acquisition projects and post-acquisition measures, which encompasses shareholders agreements, intellectual property issues, agreements, policies and compliance, tax planning, contingencies, labour and union, ie practically all corporate matters. Also, the labour legislation reform in 2017 challenged the team to find a different way to work with employees, providers and partners, so we led a project in the company and created a new policy.

Additionally, in this scenario of constant change, fast growing and high technology, we were invited to challenge ourselves to find a way to reduce costs and gain efficiency, so the legal team started a project to implement a system to deliver and manage contracts. The project has Latin America coverage, involves reviewing and the standardisation of the main agreements, implementing systems that allow all the internal areas to issue the standard agreements, workflow for the legal and user area responsible for approvals, tracking changes, filing and electronic signatures.

Also worth mentioning is a specific emergency situation that required specially skills from the legal team: the truck drivers’ strike in 2018, which completely stopped the country. The dialysis centres and hospitals storage of the kidney products was about to finish which means the kidney patient’s death. On this occasion, the company moved so fast to change the all the logistic, fabrication and distribution of the products, and the legal team soon got judicial injunction to release the trucks and advertise Public Ministry and Associations. The press was also involved to sensitise public opinion and pressure upon the authorities. The company and the legal team were very successful in dealing with this crisis management.

How can in-house legal teams be an integral part of their firm’s business? How does the legal team demonstrate its value to the company?

The in-house legal team has great opportunities to engage with the company’s business as we are sought to evaluate new business and changing business models. We are also sought whenever problems arise, whenever we have changes in legislation that impact the business, and day-to-day contracts, so the team can and is close to all business and support areas. It provides deep understanding of the firm’s business and the market in which it is inserted, allowing the in-house lawyers to inform the legal scenario of the topic, addressing different hypotheses and solutions for decision making jointly or contributing to assertive decision making, respecting the corporate governance system of the company.

In addition, the in-house legal department is aware of law firms and the legal environment, being responsible for evaluating the necessity of hiring external specialised law firms and provide appropriate hires, of specialised professionals with costs according to the market, what is seen as added value for the business. It is very important that in-house legal team is seen as part of the firm’s business and to be seen like that is fundamental to being creative, proactive and engaged in all company’s core projects.

We are not only a back-office department, but an important stakeholder to enable the company’s business. To show our value we bring to the business solutions in accordance with the law rather than just legal opinions delivery, comfort to make decisions and offer ways to do business whilst reducing costs and time.

What political, economic or regulatory changes have impacted the company and the team the most recently?

Regarding the recent approval of the LGPD, which its full force application is being predicted for 2020, the whole legal team is engaged with the data privacy area to establish and rearrange all internal policies and procedures in order to protect personal data pursued by the law.

Furthermore, the legal department was affected by the Labour Law Reform that established more freedom and flexibility in hiring and on labour relationships, which gave rise to a project led by the legal team, changing the way of hiring employees, providers and partners.