About

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

The legal team is structured into four different management teams:

Corporate and transactions team: this team is led by Walner Alves Cunha Jr., who joined Suzano in 2014 after a long period with Vale. He has a solid background in complex domestic and cross border transactions, as well as high standard management skills. He is currently responsible for leading all the following practices: M&A, capital markets (both equity and debt), corporate law and financial transactions, managed by Carlos Eduardo Esteves; contracts, managed by Debora Camillo; and regulatory practices, including energy, logistics, competition/antitrust and intellectual property, managed by Marcelo Cunha.

Litigation team: this team is led by Clara Cruz, who joined Suzano in 2019 after a long experience in corporate law and litigation both in Braziland in the US and two years’ experience at BHP. She is currently responsible for the following practices: commercial litigation and arbitration; environmental law (litigation and consultancy), managed by Maria Caroline Bortolotti; labour law (litigation, managed by Matheus Banjai and labour litigation, managed by Luciana Caminha); and criminal law.

Tax team: this team is led by Juliana Farizato, who joined the company in 2016 after a long experience in reputable tax law firms in Brazil. She is currently responsible for the following practices: tax litigation, managed by Felipe Manzi; and tax planning and tax consultancy.

Legal operations: this team is led by Vanessa Zaccaria is a lawyer and has dedicated her career to financial aspects of legal department management. She joined Suzano in 2016 after a long period managing the administrative area of a reputable law firm in Sao Paulo. She is responsible for: innovation and new technologies; budgeting and controls; legal controllership; KPIs; and paralegal services.

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

Suzano-Fibria Global Merger – 2018: Our team led all the legal, regulatory and institutional aspects of the global merger between Suzano and Fibria, which was the biggest M&A implemented in Brazil and the biggest global M&A in the pulp and paper industry. The team was involved since the design and the structure of the deal, its negotiation with all the counterparties involved, all the various funding sources (both syndicated loans and international capital markets transactions), the listing of Suzano with the NYSE, all the regulatory approvals, including antitrust clearances in several jurisdictions, such as Brazil, China, Europe, Turkey and the US. This transaction was awarded both in Brazil and abroad by several different institutions.

How important have “soft skills” or personal attributes outside of technical legal skill been to the team’s success, and which “soft skills” do you feel are most important for an in-house lawyer to possess?

We believe that the legal department exists to add significant value to the company and forms a crucial part of the business. We have lawyers who must be technically skilled in the fields of law they practice. But more than that, all our lawyers should be experts on Suzano`s businesses and operations.

As a legal team we seek to focus on what we deem to be better at compared to outside lawyers, and that is deep knowledge of our core business. Before any of our lawyers start practising in the company, they do a deep dive to understand the company’s operations, visiting mills and plantations, interviewing people, understanding how our financial structure and financial operations work, and also understanding our commercial structure and main trade flows. This deep dive into all aspects of the business is crucial to perform the work we do and to plan our activities.

Based on this, we try to perform 100% of the strategic negotiations in-house, we also provide all of the legal advice for our internal procedures and operations relating to the core business. In order for our lawyers to perform their role as described above, soft skills are as important as technical skills, if not more. We always can count on excellent outside experts in fields of law we are not specialised in. Nevertheless, we can never outsource legal management, which is our main role within the organisation. Our environment calls for new ideas, innovation and fast decisions. Empathy, creativity, a deep connection with the business and ownership are the most important skills for our in-house lawyer.

Does the team use any “legal tech” products and do you find them a helpful management device?

Yes we do. Indeed we have a team dedicated to exploring and finding new technologies. We are listed in the US and subject to SOX regulations, which brought several requirements on governance issues. We have several initiatives at different stages, such as using international applications to analyse our agreements, developing legal technology companies to work on new solutions for our activities, joint efforts with legal tech start-ups, among others.

Is diversity and inclusion as a matter of internal policy on the agenda at your company? How much influence do you, as an in-house legal team, have on the diversity and inclusion
policies of your organisation?

Diversity and inclusion are internal policies of our company agenda. We developed a programme called “Plural”, which aims at promoting inclusion and diversity in our company. Today, Suzano is based in all regions of Brazil, as well as in Europe, the US and China. We employ more than 25 nationalities, from all races and different religious background. Our Code of Conduct ensures that we shall not have any prejudice because of gender, race, religious background or social class. Our role as legal department is key in the assessment of regulations and best practices involving accessibility and inclusion, as well as in understanding the peculiarities of the culture in all the countries where we have operations. Seventy-five percent of the leadership reporting to the general counsel are women, and over 80% of staff in corporate and transactions are women, including 50% of its leadership.