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Doing Business in and with Emerging Markets 2017


Speaker(s): Adam Li, Alex Hao, Alexandra Burban, Anne W. Salladin, Arun Balasubramanian, Brian Markley, Bruno Balduccini, Christian P. Mendoza, David Grosgold, Fei Yin, Isabella Wezdecki, Janette Filbert, Marcio Mello Silva Baptista, Maria Fernanda de Almeida Prado e Silva, Maurizio Levi-Minzi, Rodrigo Fuentes, Sergio Michelsen, Stephanie Xiaofeng Lin, Thomas S. Heather, William E. Markstein
Recorded on: Jun. 28, 2017
PLI Program #: 186047

Marcio M Baptista

PROFESSIONAL EXPERIENCE

The head of TozziniFreire's New York office, Marcio is a specialist in mergers and acquisitions, insurance and reinsurance, transnational contracts and joint ventures, assisting American, Asian, European and Latin American clients. Before becoming a partner in TozziniFreire, he worked in New York for Cleary, Gottlieb, Steen & Hamilton, Morrison & Foerster LLP and Morgan, Lewis & Bockius LLP.

Marcio is also the coordinator of the German Practice Group, the TozziniFreire area created specifically to assist companies in Germany, Austria, and Switzerland (DACH region) with their businesses in Brazil.

EDUCATION

  • LL.M. in Comparative Jurisprudence from the New York University, 1997.
  • Specialized in Comparative Law at the University of Wisconsin in 1989.
  • Masters' in International Law from the Law School of Universidade de São Paulo (USP), 1989.
  • Graduate of the Law School of Pontifícia Universidade Católica de São Paulo (PUC-SP), 1986.


ADDITIONAL ACTIVITIES

  • Coordinator of the Brazilian Institute of Business Law (Ibrademp) at New York.
  • Board member of the Pacific Rim Advisory Council
  • Board member of the Brazilian American Chamber of Commerce, in New York.
  • Member of the Association of the Bar of the City of New York, in which he serves as a member of the Committee on Inter-American Affairs since 2001.
  • Member of the New York State Bar Association (NYSBA).
  • Member of the American Foreign Law Association (AFLA).
  • Member of the New York State Unified Court System.
  • Member of the International Bar Association (IBA).
  • Member of the American Bar Association (ABA).


PUBLICATIONS

  • Brazil chapter from the publication From Bid to Closing, Mergers and Acquisitions Handbook (London: Global Counsel, 2001).
  • The Electric Power Industry in Brazil chapter from the publication International Power Finance Review (Ontario: International Press Publications, 1998).


RECOGNITION

 

  • Marcio is consistently recognized as a leading M&A lawyer in international legal guides such as Chambers Global, Legal 500 and the Latin Lawyer 250.


Alex Hao is a partner at JunHe’s New York office and a member of the firm’s Strategy Committee. Alex has been practicing law in New York since 2003.

Alex has significant experience in corporate, M&A, finance and FDI matters involving China. He also advises US clients on complying with China’s rapidly developing laws in areas such as anti-bribery, anti-monopoly, labor and employment, and national security. In addition, Alex acts as outside general counsel for many Chinese clients doing business in the U.S. (including some of China’s largest developers, banks and manufacturers) and links them with U.S. lawyers and other professionals.

Clients report that “Alex has superb instincts, utmost discretion, a keen judgment, a unique ability to de-mystify the complex, and a phenomenal ability to bring in all the expertise that is needed, but never more than what's needed.” Because “he's always exactly where you need him, when you need him” and “extremely creative and responsive”, clients “would recommend Alex in a heartbeat" and “just can't imagine doing anything legal in China without his counsel.”

Alex frequently speaks and writes on China-related legal and business issues, and has been interviewed by leading Chinese and U.S. media. He is an adjunct professor at Fudan University’s Fanhai International School of Finance in Shanghai, and co-chairs Practising Law Institute’s annual seminar on Doing Business in and with Emerging Markets in New York. Alex reads history avidly, studies Spanish and German, and travels the continents.

Education

  • J.D., Northwestern University School of Law
  • LL.B., summa cum laude, Peking University

Professional Associations

New York State Bar Association; American Bar Association


Alexandra Burban is a Managing Director in Evercore’s corporate advisory business, leading our cross-border advisory activities in Asia.  Ms. Burban was previously in the firm’s Strategy & Corporate Development group, leading initiatives with respect to acquisitions, joint ventures and alliances, organic growth strategy and other corporate development opportunities.

Since joining Evercore, Ms. Burban has advised the Special Committee of Hilton on an investment from HNA Group, Francisco Partners on the sale of Source Photonics to a consortium of Chinese private equity funds, Anbang Insurance on its proposed acquisition of Fidelity & Guaranty Life, Mizuho on its acquisition of a minority stake in Matthews International Capital, the Special Committee of the board of Alibaba on the restructuring of its interests in the SME Loan Business and Alipay, the management of the Customized Fund Investment Group of Credit Suisse on its sale to Grosvenor Capital Management, and Evercore on its acquisitions of interests in ISI, Lexicon Partners, ABS Investment Management, Atalanta Sosnoff  and Mt. Eden Investment Management. 

Prior to joining Evercore, Ms. Burban was a Vice President in the Strategic Partners Group at Lehman Brothers (now known as Dyal Capital), focused on strategic investments in alternative investment managers and was previously Head of the Strategy & Product Development group of Lehman Brothers’ Investment Management Division in London.  Ms. Burban began her career in Lehman Brothers’ Investment Banking Division with a focus on insurance companies and asset managers.

Ms. Burban received a B.B.A. in International Business and a B.A. in Italian from the University of Texas at Austin.


Anne Salladin assists foreign and domestic clients in various industries in connection with matters involving national security and cross-border transactions, in particular before the Committee on Foreign Investment in the United States (CFIUS).

Anne dedicated nearly 20 years of service to the Office of the Assistant General Counsel for International Affairs of the Treasury Department, which provides legal advice to the Secretary of the Treasury as Chairperson of CFIUS. As senior counsel, she was responsible for providing legal advice on CFIUS matters, working closely with other CFIUS agencies, played a role in developing laws and regulations related to CFIUS, and participated in the review and investigation of well over 500 transactions filed with CFIUS, including many major Chinese acquisitions.

In addition to her foreign investment work, Anne worked on government-to-government arrangements tied to the Mexican and Asian financial crises and worked extensively on matters relating to sovereign wealth funds. She also has significant experience in sovereign debt restructuring involving Argentina, Greece, and other countries. Anne was part of the G-10 working group focused on sovereign debt documentation designed to facilitate orderly resolution of sovereign debt crises.

In recognition of her significant contributions during her Treasury career, in particular her work on national security issues, Anne received the Secretary's Meritorious Service Award. The award citation notes that she was "indispensable in helping CFIUS to protect U.S. security in dozens of complex transactions" and is "widely acknowledged as an expert on sovereign debt, and a key player in the U.S. efforts to secure global economic stability through the design of sovereign debt restructuring regimes."


Brian T. Markley represents companies, boards of directors and special committees in connection with civil litigation and internal investigations and inquiries by the DOJ, SEC and other governmental agencies and self-regulatory organizations. He frequently investigates potential violations of the Foreign Corrupt Practices Act ("FCPA") and other anti-bribery and anti-corruption laws in countries around the world, as well as allegations of accounting fraud, earnings management, workplace harassment and other misconduct.

In addition, Brian represents financial institutions in connection with regulatory investigations, examinations, enforcement actions, litigations and internal investigations involving residential mortgage-backed securities, collateralized debt obligations, credit default swaps and other complex financial products, as well as general commercial and securities litigation.

Brian also advises companies in connection with FCPA diligence for mergers, acquisitions and other investments in jurisdictions with high corruption risk and works with clients to implement effective post-acquisition compliance programs.

Brian has been recognized as a Future Star by Benchmark Litigation 2018 and was named to Global Investigations Review's “40 under 40” list of the world’s leading investigations lawyers in 2014. He began his legal career at Cahill in 2000 and was elected partner in 2009. Today, he serves as Cahill's Co-Administrative partner and Co-Chair of the Ethics Committee.

SELECTED MATTERS

  • Representing one of the world’s largest asset management firms and its portfolio companies in connection with M&A diligence and regulatory matters, including FCPA and trade sanctions compliance.
  • Represented the Audit Committee of Wal-Mart Stores in an FCPA investigation relating to activities in Brazil, China, India and Mexico.
  • Counsel to the Audit Committee of Qualcomm in an investigation by the DOJ and SEC, and a related internal investigation, into the company’s FCPA compliance.
  • Counsel to the Audit Committee of Diageo in connection with an internal investigation and an SEC enforcement action concerning the company’s FCPA compliance.
  • Oversaw compliance and governance reforms at Biomet as part of a Monitorship required by a Deferred Prosecution Agreement with the United States Attorney's Office for the District of New Jersey.
  • Counsel to the Monitor for Toyota Motor Corporation in connection with a Deferred Prosecution Agreement entered into with the United States Attorney's Office for the Southern District of New York.
  • Representing multiple companies in the oil service and equipment industry in connection with investigations in Asia and Latin America.
  • Counsel to Standard & Poor's in connection with state and federal lawsuits, investigations, regulatory examinations and testimony before U.S. Senate and House committees.
  • Counsel to Time Warner Cable in disputes related to affiliation and retransmission agreements.
  • Successfully defended client in a 5-day AAA arbitration hearing related to a dispute over the interpretation of a Purchase Agreement earn-out provision.
  • Represented financial services company against wrongful termination and other claims before a FINRA arbitration panel.
  • Represented journalists Judith Miller and Matthew Cooper in connection with the federal government's efforts to compel disclosure of their confidential sources in a criminal investigation into the leak of a CIA agent's identity.
  • Defended the Columbia Journalism Review against a libel claim arising out of an article concerning an alleged American mercenary imprisoned in Afghanistan.
  • Represented The New York Times in connection with grand jury subpoenas seeking to compel disclosure of its reporters' telephone records in a federal grand jury investigation.
  • Represented six major media companies in numerous First Amendment challenges to restrictions on newsgathering activities at polling places during primaries and general elections.

 


Christian P. Mendoza is Vice President and Chief Mergers & Acquisitions Counsel at Prudential Financial.  In this role, Mr. Mendoza is responsible for providing legal advice and counsel in connection with Prudential Financial’s M&A activities and other strategic initiatives involving its domestic and international insurance, annuities, retirement services, asset management and other businesses.

Mr. Mendoza received a J.D., with honors, from New York University School of Law, where he was a member of the New York University Law Review.


David Grosgold is a partner in the firm’s Financial Institutions Group and Insurance Practice Groups. Mr. Grosgold’s practice focuses on domestic and cross-border corporate transactions in the financial services and insurance industries, including mergers and acquisitions, joint ventures, reinsurance and bancassurance transactions in the U.S., Latin America and Asia.

Mr. Grosgold is a recommended lawyer for insurance in The Legal 500 US 2017 and is also recognized by The Legal 500 Latin America 2015, which notes that he is a “rising star in the financial institutions space.” He was also named a “Rising Star” in 2015 by the New York Law Journal.

Mr. Grosgold received his B.A. from the Hebrew University of Jerusalem in 2001 and his J.D. from the Benjamin N. Cardozo School of Law summa cum laude in 2005, where he was a member of the Order of the Coif and served as Submissions Editor on the Benjamin N. Cardozo Law Review. Mr. Grosgold is a member of the New York Bar and is fluent in Spanish and Hebrew.


Isabella Wezdecki is an Assistant General Counsel in the Law Department at Johnson & Johnson. She has over 20 years of corporate and large legal firm experience with regulated industries.

Ms. Wezdecki joined Johnson & Johnson in 2001 and was named Assistant General Counsel in 2006. She has supported, in the role of board lawyer, several medical device companies within the J&J Family of Companies. She currently primarily supports Business Development for the Consumer sector and her responsibilities include providing strategic legal advice on, and drafting and negotiating agreements for, a variety of business initiatives (e.g., divestitures of global businesses and product lines; joint ventures; acquisitions of private as well as public companies (both domestic and foreign) and assets; distribution, supply and other complex commercial arrangements).

Prior to joining Johnson & Johnson, she worked in the law firms of Morgan, Lewis & Bockius and Proskauer Rose, in their respective New York City offices. She is a member of the American Bar Association and the Association of Corporate Counsel.

Ms. Wezdecki received a B.A. degree from Rutgers University (philosophy and psychology) and a J.D. degree from New York University School of Law. She is admitted to practice in NY and NJ.


Janette Filbert is Vice President, Corporate Compliance and Anti-Corruption Compliance Officer for Prudential Financial, Inc. In this role, Janette is responsible for managing enterprise-wide compliance programs for anti-corruption, personal trading, gift and entertainment, and political law compliance.  She is also responsible for regulatory filings for the enterprise.  She and her team are responsible for policies, procedures, training, compliance monitoring, forensic testing, communication plans, and a continuous improvement approach that creates solid, risk-based programs.

Previously, Janette was Deputy Chief Compliance Officer for Prudential’s asset management businesses, a diverse business mix with combined assets of nearly $500 billion. Janette has served in a number of capacities throughout Prudential since 1987. Janette received a B.A. from the University of Massachusetts.

Janette currently serves on the Leadership Committee of the Madison Group and is a member of the National Society of Compliance Professionals. She is an advocate of Diversity principles and serves in Prudential’s Law, Compliance and Ethics Department as Executive Sponsor of the Mentoring Committee of the Diversity Council, and she is a site Champion for PRIDE.  In 2015 Janette joined the Board of the Greater Newark Conservancy.


Maria Fernanda represents domestic and foreign private and public companies, as well as private equity funds in connection with a wide range of corporate matters, including mergers and acquisitions transactions and joint ventures. Her experience includes corporate governance matters, corporate reorganizations, commercial agreements and corporate regulatory matters. She has represented clients from various industries and business sectors and her most recent practice has focused on healthcare and life sciences sectors. She is admitted to practice law in New York and has served as an associate in the New York office of Mattos Filho.

Maria Fernanda has received a Bachelor of Laws from Pontifícia Universidade Católica de São Paulo, a Specialization in Business Administration from the Wharton Business School, and a Master of Laws (LL.M.) from the University of Pennsylvania.


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.


Mr. Heather has more than 40 years of experience in banking, restructuring, mergers and acquisitions and international arbitration. Prior to returning to his current position as a result of the merger of Heather & Heather into Ritch, Mueller, Heather y Nicolau, S.C., he was a partner in a major NY law firm, where he headed the Latin American insolvency and restructuring group, and Ritch, Heather y Mueller in Mexico City, where he was the managing partner. In Mexico and the US, Mr. Heather has published many articles and reviews on legal and financial topics, and has co-authored the treatise Regulation of Foreign Banks. He is a board member of several leading corporations and Mexico’s second largest bank. Mr. Heather is a founding member of the International Insolvency Institute, of the American Bankruptcy Institute and a fellow of the American College of Bankruptcy. He has lectured extensively and is a member of the Advisory Board of the Programme on International Financial Institutions of Harvard University.

Mr. Heather holds an LLM from the University of Texas at Austin and obtained his law degree from the Escuela Libre de Derecho.


Rodrigo Fuentes is General Counsel and Secretary of the Board of Directors at AXA Spain and International & New Markets segment of AXA (Middle East, Latin America and Africa). Previous to joining AXA, Mr. Fuentes was a Corporate and M&A attorney at Deloitte in Madrid.  Mr. Fuentes has an LLM from the IE Business School and he studied law at Unversidad de Deusto in Spain. He is a lecturer in the Madrid Bar association and IE Business School among other institutions mainly in the Corporate and M&A areas.


Bill is Senior Vice President and Deputy General Counsel at Trammo, Inc. Trammo is a global merchandising and trading group that markets, trades, distributes and transports fertilizers, anhydrous ammonia and other commodities, including liquefied petroleum gases (LPG), sulfuric acid, sulfur, petroleum coke and coal. Trammo is a global company employing over 350 individuals of more than 20 different nationalities in 28 locations worldwide, including offices in Switzerland, France, Brazil, Peru, Russia, Singapore, Thailand and China.  Bill handles a variety of cross-border matters, including international investments and joint ventures, bank, trade and project financing, international trade and its regulation and product purchase and sale contracts (both physical and derivative).  He serves as the Chairman of the Company’s Investment Committee and a member of its Risk Steering Committee.

Bill received his J.D., cum laude, from the University of Pennsylvania Law School in 1993, where he was a member of the Law Review.  He received an LL.M in taxation in 2001 from New York University School of Law. He received his undergraduate degree in Quantitative Economics, summa cum laude, from Tufts University in 1988, where he was elected to Phi Beta Kappa.   He clerked on the Delaware Chancery Court in 1993-94 and practiced with Arnold & Porter and Bingham & McCutchen prior to joining Trammo in 2003.


Member of Brigard & Urrutia since 1992 and partner since 1994. With more than 30 years of extensive experience, Mr. Michelsen advises leading local and foreign companies and private equity funds in complex corporate transactions as well as telecommunications, media and technology matters. He also advises prominent families in connection with their private wealth.  Over the course of his distinguished career, he has consistently been recognized internationally as one of Colombia’s leading M&A and TMT practitioners. He has acted as lead counsel in many of Colombia’s largest and most complex transactions.

Among his most prominent transactions is the advice for SABMiller in the acquisition through a merger of Bavaria SA, the second largest brewer in South America for US$7.8 billion, acting for the French retailer Casino in the sale of a controlling stake in GPA in Brazil and Libertad in Argentina (US$ 1.8 billion) and advising Millicom International in its merger with UNE-EPM (valued at US$4,348 billion).

Mr. Michelsen received his JD from the Andes University and holds a Master's degree in Commercial Law from University of Paris II, France.


Mr. Balasubramanian is a corporate and securities partner in Freshfields’ Singapore office. He advises global corporations, financial institutions and alternative capital providers on cross-border M&A, securities offerings and investigations. For the past decade Arun has specialized in transactions and disputes across South and Southeast Asia, and also heads Freshfields’ India practice. He is recognized as a leading lawyer in various legal industry publications, including Chambers Global, Chambers Asia-Pacific, Who’s Who Legal and IFLR.

Mr. Balasubramanian received a first class honors degree in Economics from St. Stephen’s College in Delhi in 1992. He was then elected to a Rhodes Scholarship and obtained his law degree with first class honors from the University of Oxford in 1995, followed by masters’ degrees in law from the University of Cambridge and New York University School of Law. He started his career at Cravath, Swaine & Moore in New York in 1997 and was admitted to the New York Bar in 1998.


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.


Stephanie is currently the Associate General Counsel of Greenland USA’s New York/Eastern Region office, representing Greenland on the development of Pacific Park Brooklyn, a $6 billion public-private mixed-use project in Downtown Brooklyn being developed by a Greenland USA and Forest City Ratner Companies joint venture. She also supports communication of the management of Greenland USA with and ad hoc executive reports to Greenland Group in Shanghai, China. Prior to that, Stephanie worked at a boutique law firm in New York City, advising international clients including at least 10 Chinese businesses, with her practices focusing on general corporate matters and capital markets transactions. Stephanie received her LL.M. degree from New York University, School of Law and her Bachelor of Law with honors from Shanghai International Studies University, School of Law.


Bruno Balduccini has been a partner at Pinheiro Neto Advogados since 2001, and is based in the firm’s São Paulo office.  His fields of expertise are banking regulations; business law; corporate law; financing; investments; M&A; exchange controls; credit cards; insurance and reinsurance, fintechs as well as criptocurrencies. In addition to his practice in Pinheiro Neto Advogados, he has been a Standing Member of the Brazilian Bar Association –Banking Law Committee. Mr. Balduccini holds an LLB from Pontifícia Universidade Católica de São Paulo - PUC (1992), and an LLM in International Banking Law from Boston University (1998). He was admitted to the Brazilian Bar Association (OAB) in 1993. He was a foreign associate at Sullivan & Cromwell in New York for one year (1998 - 1999). He is fluent in Portuguese, English and Italian.


Mr. Yin is responsible for developing the cross-border mergers and acquisitions practice at Guotai Junan Securities. Prior to joining Guotai Junan Securities in 2014, Mr. Yin was an M&A banker at Evercore and the main representative for strategic cooperation between Citic Securities and Evercore in New York, where he focused on strategy analysis and M&A transactions for Chinese and foreign clients in various areas such as TMT, automotive, consumer goods, metals & mining, manufacturing, and real estate in the US and globally. Prior to joining Evercore, Mr. Yin was an associate at UBS and a technology manager at Microsoft. Mr. Fei Yin holds a B.A. from Peking University, a M.S. in Computer Science from University of Wisconsin at Milwaukee and a MBA from Kellogg Business School in Northwestern University.