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Doing Deals in Emerging Markets: BRIC and Beyond 2011


Speaker(s): Adam Li, Alyona Kucher, Ana Belotto, Ariel J. Deckelbaum, Carolina Joop, Daniel Calhman de Miranda, David M. Blumental, Fred M. Lowenfels, Gyedre Oliveira, John B. Reynolds, John Du, Kirtee Kapoor, Lina A. Braude, Maurizio Levi-Minzi, Michael McGowen, Owen D. Nee, Jr., Sarah A. Mudho, Talat Ansari
Recorded on: Jul. 22, 2011
PLI Program #: 29335

Ana Maria Belotto is a consultant of foreign law at Barbosa, Müssnich & Aragão Advogados in Brazil, acting in the corporate ethics Practice.


Gyedre Palma Carneiro de Oliveira is a Brazilian corporate and M&A lawyer with 16 years of experience. Partner of Brazilian law firm Souza, Cescon, Barrieu & Flesch Advogados since January 2006. Bachelor in Law at the University of São Paulo Law School (FADUSP/SP), in 1996. Master in Law (LLM) by the School of Law of the University of Michigan in 1998. She has an international experience serving as an international associate with the law firm Cleary, Gottlieb, Steen & Hamilton, New York from July 1998 through July 1999. Her fields of expertise are corporate law, M&A, private equity, foreign investments, corporate restructuring, contracts and securities. Admitted to the Brazilian Bar Association. She speaks Portuguese and English. In addition to providing legal advice to several companies in their day-to-day business, including publicly held corporations, she has led a team and/or participated in various M&A deals and corporate reorganizations in Brazil.


Ariel J. Deckelbaum
Partner

Ariel J. Deckelbaum is a deputy chair of the Corporate Department and a member of the Mergers and Acquisitions Group, the Private Equity Transactions Group and the Canadian Practice Group. Mr. Deckelbaum's practice is diverse with extensive experience in mergers and acquisitions, joint ventures, alternative asset management and restructuring transactions. In each of his practice areas, Mr. Deckelbaum helps clients develop and protect their long-term interests and investment strategies.

Mr. Deckelbaum's mergers and acquisitions work includes going-private transactions, special committee representations, merger proxies, tender offers and hostile proxy contests. Mr. Deckelbaum's recent mergers and acquisitions experience includes the following representations:
 

  • Oak Hill Capital in its pending acquisition of ViaWest, a provider of data centers for colocation and managed services
  • Oak Hill Capital in connection with its investment in Duane Reade and sale to Walgreen Co.
  • TowerBrook Capital Partners in its acquisition of a majority interest in Broadlane, Inc.
  • Time Warner Cable in its separation from Time Warner Inc.
  • Exor Group, as a minority investor in Graphic Packaging Corporation, a leading provider of paperboard packaging solutions, in connection with the combination of its business with Altivity Packaging, LLC for approximately $1.75 billion

As a member of the Canadian Practice Group, Mr. Deckelbaum regularly represents Canadian clients in transactions with U.S. components as well as U.S. private equity firms and other companies seeking to invest in Canadian companies. Mr. Deckelbaum also represents clients in an array of international and cross-border deals. His international transaction experience includes representations:
 

  • Dainippon Sumitomo Pharma Co. in its acquisition of Sepracor Inc. pursuant to a tender offer 
  • Sumitomo Metal Industries, Ltd. as it partnered with Vallourec S.A. in the merger of two premium joint companies, VAM USA Company and V&M Atlas Bradford LLC, to establish a new premium joint threading joint venture, VAM USA LLC
  • Hexagon in its acquisition of NovAtel, a provider of global navigation systems and components
  • Nomura Holdings, Inc. in its acquisition of a 15-percent, $888 million stake in Fortress Investment Group
  • Mr. Deckelbaum also has extensive restructuring experience, including the following representations:
  • Time Warner Inc. in connection with the multiple draw term credit facility by its affiliate to certain affiliates of Six Flags Inc. as part of its emergence from bankruptcy protection under chapter 11
  • TowerBrook Capital Partners in the recapitalization of Wilton Holdings Inc., parent company of Wilton Brands Inc.
  • Marc Ecko in his sale of a controlling interest in the Ecko portfolio brands to Iconix Brand Group, Inc.
  • Perella Weinberg, as financial advisor to the special committee of Sealy Corporation in connection with a restructuring involving KKR
  • Time Warner in its complex, $12.7 billion joint bid with Comcast Corporation to acquire the assets of Adelphia Communications Corporation.
     
His transaction experience covers a variety of sectors, including consumer and retail, financial services, healthcare, industrial, media and telecommunications, travel and leisure.

Mr. Deckelbaum serves on the advisory board of DealLawyers.com, is a member of the American Bar Association and has been elected to the Board of Directors of the Lawyers Alliance for New York.

Education
LL.B., McGill University Faculty of Law, 1998 with distinction
B.C.L., McGill University Faculty of Law, 1998 with distinction
B.A., McGill University, 1993 first class joint honours


Daniel Calhman de Miranda is a partner in the corporate finance group of Mattos Filho and led the opening of the New York City office in 2008. Daniel has extensive experience in cross-border transactions of all kinds. He specializes in capital markets transactions and private equity investment.

Daniel has acted on a number of landmark international securities offerings and acquisitions, including the international initial public offerings of Petrobras - Petróleos Brasileiros S.A., Companhia Vale do Rio Doce, and Lojas Renner S.A., and the sale of Brasil Telecom S.A. to Telemar Norte Leste S.A. Over time, Daniel has transitioned into assisting clients in a wide variety of corporate matters, including contentious matters arising out of acquisitions and investment disputes.

Daniel is admitted to practice law in Brazil and New York and holds a law degree from the University of Brasília and an LL.M degree from Columbia Law School, where he was named a James Kent scholar.  Daniel is a member of the board of directors of the Brazilian-American Chamber of Commerce in New York.


Michael McGowen is responsible for all legal matters for Cabot businesses operating in the Asia Pacific region.

Education

1972-1973   AFS high school exchange student (Thailand)
1974-1980   University of California, Berkeley: B.A., Asian Studies
1978-1979   Chinese University of Hong Kong (Berkeley junior year abroad)
1980-1983   University of California, Hastings College of Law: Juris Doctor

Professional Experience

1983-1986          Attorney, Russin & Vecchi (San Francisco and Taipei, Taiwan)
1987-1992          Attorney, Baker & McKenzie (Hong Kong)
1992-2000          Partner, Perkins Coie (Hong Kong and Seattle)
2000-2003          General Counsel, Teledesic Corporation, Kirkland, Washington
2003-2005          Consultant, Eugene, Oregon
2005-present      Asia Pacific Counsel, Cabot Corporation

Professional Memberships

California Bar Association; Massachusetts Bar Association


Owen Nee advises on foreign investment transactions in the People's Republic of China. He has completed some of the most difficult transactions in the history of China investment, including the first joint venture contract, the first U.S.-PRC petroleum contract, the first mining concession, and the first limited recourse project financing.

Prior to joining Jones Day, Mr. Nee advised on the formation of the joint venture between General Motors Corporation and the Shanghai Automotive Industry Corporation, which is now the largest automobile manufacturer in China.

As an adjunct professor at Columbia Law School, Mr. Nee teaches a course on commercial and investment transactions with China. He has written Shareholder Agreements and Joint Ventures in China and Mergers & Acquisitions in China, both for West Publishing. Mr. Nee edits the BNA Portfolio on Business Operations in the People's Republic of China. He currently is writing another book on China's competition laws.


Fred M. Lowenfels is General Counsel, Executive Vice-President and a Director of Transammonia, Inc., a privately held commodities trading firm headquartered in New York City with operations in 33 cities around the world. The firm specializes in fertilizers, ammonia, petrochemicals, liquefied petroleum gases, petroleum coke and coal. Mr. Lowenfels has worked at Transammonia since 1974. Prior thereto, he was an associate at the law firm Wolf, Haldenstein, Adler, Freeman & Herz in New York. Mr. Lowenfels is a graduate of Harvard College and Harvard Law School, and studied Common Market law in Brussels, Belgium as a Fulbright Scholar.

Fred is a Trustee and former Chairman of the Board of The Jewish Home & Hospital Lifecare System. He is also a former Director of Theodore Gordon Flyfishers.
 
He has served as an arbitrator on numerous panels at the International Centre for Dispute Resolution.


John Du is a partner in the New York, NY office of JunHe specializing in business and corporation practices.

John obtained his MBA degree from Baruch College in 1994 and graduated cum laude from New York Law School in 1998. John worked at several top-notch boutique law firms before joining JunHe in 2001. 

Since joining JunHe, John has successfully represented numerous multinational companies, many of which are Fortune 500 companies, in their China investments and operations in a variety of industries and services. With assistance from his colleagues in JunHe’s China offices, John has represented both US and Chinese clients in some highly difficult negotiations of M&A transactions as well as formations and separations of Sino-foreign joint ventures.

In recent years, John has also represented some blue chip Chinese companies in their expansion into the US market and has often acted as their outside general counsel on a variety of assignments, ranging from initial corporate setup to M&A and private investment. Along with other US bankruptcy lawyers, he has co-represented Chinese investors participating in US bankruptcy proceedings including 363 sales.

John’s successful representation of clients doing business in China has earned him special recognition, including Top Lawyer (M&A, China) nomination by AsiaLaw in 2011, and Leading Lawyer (Private Equity) nomination by IFLR 1000 in 2012, 2013, 2014, and 2017, and Leading Lawyer in Corporate/M&A by China Law and Practice in 2015. He is also a frequent speaker at such venues as PLI and ABA on legal issues relating to doing business in China.


Lina A. Braude is a partner in the Washington DC office of the international law firm of Baker & McKenzie LLP. 

Ms. Braude specializes in corporate compliance issues. She has extensive experience advising clients on the U.S. Foreign Corrupt Practices Act and related federal legislation, including U.S. money laundering laws, and their application to the activities of multinational companies in emerging markets. She has represented clients in connection with DOJ and SEC investigations related to corruption allegations.  She has conducted a number of internal investigations in the former Soviet Union, Asia, Latin America, Europe and Africa, including complex multi-jurisdictional investigations. 

Ms. Braude began her legal career in Kazakhstan and has an in-depth understanding of the cultural and political challenges of doing business in developing countries, especially in the former Soviet Union. She earned her LL.M. from the University of California, Berkeley School of Law in 1999, and has been admitted to practice in New York, the District of Columbia and Kazakhstan.


Maurizio Levi-Minzi has over 20 years of experience advising clients in international mergers and acquisitions, joint ventures and infrastructure projects and co-leads the firm’s Latin America Practice Group. Maurizio has led transactions in Latin America and Europe for private equity groups and strategic investors including: Ambev, Barrick, Brookfield, Clessidra, GP Investments and Mitsui. Maurizio is ranked as a leading lawyer for mergers and acquisitions in Latin America by Chambers Latin America with sources saying he is a “very skilled negotiator and a pleasure to work with.”

In 2016, Maurizio led a panel discussing investments in distressed companies at the Latin Lawyer Private Equity Conference in New York. Maurizio co-chairs the program “Doing Business in and with Emerging Markets (2016)” of the Practising Law Institute and is also an adjunct professor at New York University, where he teaches cross-border M&A. In 2015, he spoke at the Biennial IBA Latin American Regional Forum on the topic of private equity investments in Latin America. In 2014, Maurizio spoke at the annual conference of the IBA in Tokyo on the topic of cross-border M&A transactions between Asian and Latin American companies.

Maurizio is a 1993 graduate of the University of Pennsylvania Law School and holds an M.B.A. in Finance from Golden Gate University. Prior to joining the firm, he was a banker with NMB Bank (ING Bank) in New York. Maurizio is fluent in Italian and Spanish and reads Portuguese.


As a member of Davis Polk's Corporate Department in Washington DC, John Reynolds advises U.S. and foreign corporations, financial institutions, defense, technology and consumer products companies, government-owned corporations and sovereign wealth funds on international trade, national security and regulatory issues. He frequently represents clients before the U.S. Departments of State, Treasury, Commerce, Defense and Homeland Security and the Office of the U.S. Trade Representative. With over 20 years of experience in export controls and economic sanctions, he counsels across industry sectors concerning all types of international compliance and enforcement issues, especially matters involving U.S. national security.


 


Mr. Kapoor is a partner in Davis Polk’s Corporate Department in the Menlo Park and New York offices. He advises on U.S. and cross-border M&A, and represents clients in investments, exits and joint ventures around the world in both public and private companies. He has extensive experience working on deals in the United States, China, India and Hong Kong, among other countries. Mr. Kapoor’s deal and advisory experience also includes credit, capital markets, real estate, insolvency and restructuring, investment funds, litigation/arbitration and corporate governance. He also leads Davis Polk’s India practice. He is recognized as a leading lawyer in various legal industry publications, including Chambers Global, Chambers Asia-Pacific and IFLR1000.

Mr. Kapoor joined Davis Polk in 1999 and became a partner in 2007.  He received his LL.B. from the University of Delhi Faculty of Law in 1977; B.C.L. from Balliol College, University of Oxford in 1998; and LL.M. from New York University School of Law in 1999.


Mr. Li has practiced for more than 26 years with top law firms in Shanghai, New York and Silicon Valley. He is specialized in advising US corporations doing business in China, in cross-border investments, M&A, private placements, public offerings, privatizations, etc., especially in those situations involving Chinese law or Chinese business partners. He is also an expert in debt and equity financing for Chinese corporations, and foreign corporations and funds investing in China.

Mr. Li regularly counsels Fortune 500 companies as well as funds and start-ups in a wide spectrum of industries for transaction, corporate and compliance matters. He has advised more than 200 stock and bond offerings and listings on stock exchanges in Shanghai, New York, Hong Kong, London, Shenzhen and Singapore, and dozens of mergers and acquisitions of significant value.

Since the 1990’s, Mr. Li has been consistently named as a ranked lawyer in M&A, general corporate, capital market, and private equity by Chambers, etc.  He was also honored by the Ministry of Justice of the PRC as one of China’s Ten Best Lawyers.


David Blumental advises Asia-based and other international clients on a wide range of cross-border transactions – mergers, acquisitions and divestitures, joint ventures, foreign direct investment and projects, and related cross-border disputes and compliance matters. He has a focus on the energy and natural resources industries, and has represented clients on upstream oil and gas, LNG project development and long-term offtake agreements, petrochemicals, chemicals and mining projects in North and South America, Southeast Asia, Africa, China, the Middle East, Russia, Central Asia and Australia. Mr. Blumental has worked in Asia for nearly 20 years. He serves as Global Co-chair of the firm’s Oil & Gas Industry Group.

Profile

Mr. Blumental’s practice focuses on:

  • Cross-border mergers, acquisitions and divestitures 
  • Joint ventures 
  • Project development and financing 
  • Private equity investments

In addition to advising on transactional matters, Mr. Blumental regularly counsels clients on cross-border litigation, arbitration, compliance and corporate governance matters involving Chinese or other Asian parties.

Education

JD, University of California, Berkeley, 1999

Certificate in Advanced Graduate Studies, Peking University, 1992

M.A., Stanford University, 1991

Certificate in Advanced Studies, Johns Hopkins School of Advanced Int'l Studies (Nanjing), 1989

BA, Middlebury College, 1988

Bar Qualifications

Texas

Languages

Chinese (Mandarin), English, French, Spanish, Chinese (Shanghai)

Recognition Highlights

Who’s Who Legal: The World’s Leading Energy Lawyers 2015

China, Energy & Natural Resources (International Firms) (Band 1)

David Blumental is "an excellent attorney" who "really understands the issues," sources say. His familiarity with the Chinese oil and gas sectors is also noted as an asset by clients.

Chambers Asia-Pacific 2014

Sources note that David Blumental is "well respected," with one identifying his deep understanding of both the Chinese and the international markets as a distinct advantage. His advice is often sought by Chinese oil and gas corporations, particularly in connection with their outbound investments and acquisitions.

Asia-Pacific Region, Energy & Natural Resources (Band 2)

Chambers Global 2014

“David Blumental is described as ‘an excellent lawyer’ and is noted for his language skills in Mandarin, French and Shanghainese.”


Talat Ansari chairs Kelley Drye’s India practice group. Admitted to practice in both the United States and India, Talat advises on corporate and commercial transactions, infrastructure projects and international litigation and arbitration. Talat’s clients include both Indian companies and individuals doing business in the U.S., and American companies and individuals doing business in India. Born in India, bi-lingual in Hindi and English and currently based in New York, Talat has proven, time and again, that he is able to synthesize and reconcile American and Indian law, culture and business.

Talat offers his clients more than four decades of experience representing India-based industrial, servicing and trading companies doing business in the U.S. He has advised many of these India-based clients doing business in the U.S. for decades, including several large Indian conglomerate businesses with international reach and particularly extensive U.S. business objectives and holdings. Talat’s inbound practice ranges from general corporate, finance and commercial issues to mergers and acquisitions; to trade regulation matters; to dispute avoidance and mitigation; to even the most contentious domestic and international litigation and arbitration involving American and Indian law, regulations, policies and practices. Talat also serves as trusted advisor on matters pertaining to business law, banking, direct and indirect taxes, foreign exchange regulations and foreign direct investment issues.

In addition, Talat advises a myriad of well-known and emerging U.S. industrial and financial clients on Indian law. Before becoming a lawyer in the U.S., Talat practiced law for more than a decade in India, where he achieved an impressive track record of innumerable cases reported by the Indian Supreme Court. His Indian law experience includes negotiating and structuring joint ventures, technology transfer and shareholder agreements; corporate restructuring; tax issues; the international bidding process; the financing and development of energy, telecommunications and other infrastructure projects; and litigation and arbitration. He has handled sensitive disputes between U.S. companies and their Indian partners. He has also advised U.S. companies on how to handle the fallout in India resulting from Deferred Prosecution Agreements signed by U. S. companies with the Department of Justice. Talat knows first-hand that doing business in India can be a complex undertaking involving not only risk, but also major obstacles that can seriously threaten ROI. As a result, Talat is retained to solve even the most seemingly insurmountable Indian law obstacles in real time.


As counsel in the Corporate Department, Sarah A. Mudho is a member of the Mergers and Acquisitions Group. Sarah's mergers and acquisitions practice includes foreign and domestic acquisitions and investments, divestitures, leveraged buy-outs, joint ventures, recapitalizations and carve-out transactions for U.S.-based and overseas clients engaged in a wide variety of businesses, including the steel, manufacturing, defense, hospitality, healthcare, sporting goods and consumer goods industries. In addition, Sarah acts as pro bono counsel on general corporate matters for Keep A Child Alive.

Experience

Sarah's recent experience includes the following representations:

Meritage Group LP in its acquisition of CoHo Distributing LLC, the second-largest distributor in the MillerCoors beer distribution system.

Important Studios' formation by Trey Parker and Matt Stone, the creators of South Park and The Book of Mormon, to serve as a new multi-platform media company which will house all of Stone and Parker's current and future entertainment activities.

Sumitomo Metal Industries, in its acquisition along with Sumitomo Corporation, of Pennsylvania-based steel company Standard Steel from private equity firm Trimaran Fund Management.

Wellspring Capital Managementin its:

  • acquisition of National Seating & Mobility, Inc. from Ridgemont Equity Partners;
  • sale of portfolio company, Cleaver-Brooks to Harbour Group; and
  • acquisition of ThermaSys Corporation from Sun Capital.

Kohlberg & Co.in its:
  • acquisition of Aurora Casket Company;
  • sale of portfolio company, Hoffmaster Group, Inc., to Metalmark Capital; and
  • acquisition of SouthernCare Holdings, Inc.

Sarah is a member of the Association of the Bar of the City of New York.