Bruno H. S. Guarnieri

- Partner

Expertise

• Providing assistance on mergers, spin-offs, and restructuring of entities and economic groups
• Advising on corporate law, and day-to-day corporate procedures under Brazilian law
• Structuring of inbound and outbound investments
• Structuring and implementing share and asset deals, debt issuances, investment transactions, mergers, joint ventures, and other corporate transactions
• Drafting finance-relating documentation in order to finance M&A and/or resulting operations
• Assessing and structuring practices, policies, and internal regulations to be adopted in accordance with Brazilian compliance rules, as well as drafting internal regulations and policies.
• Developing compliance training programs and structuring internal channels and controls for discreet inquiries and reporting relating to potential compliance violations
• Providing assistance on matters related to the Brazilian Central Bank (BACEN) and the Securities Exchange Commission (CVM)
• Advising on infrastructure and private equity structures (FIP, FIM, FIDC, FII)

Recognitions/Awards

• Análise Advocacia 500 – Sugar and Ethanol and State / São Paulo, 2021
• Corporate and M&A – Mid-Market – Legal 500 – 2023

Mr. Guarnieri has extensive expertise in domestic and cross-border M&A and private equity, advising in transactions of various kinds and sizes, from start-ups to international projects in a diverse range of business sectors, including energy (ethanol mills, power plants, renewable energy), infrastructure (welding, engineering and construction), mining and metals, pharmaceutical and cosmetics, oil and gas, transportation and logistics/shipping, telecommunications, retail in general, and IT, among others.

Mr. Guarnieri has advised a wide and diverse group of clients ranging from individuals, strategic and financial investors, financial advisors, private equity/venture capital firms, multinational and mid-size entities, among others, for all types of inbound and outbound investments, as well as hub projects for Latin America. His expertise also includes day-to-day corporate matters, corporate restructuring, corporate governance and compliance, foreign direct investment, banking and finance, and venture capital.

He’s ranked among the top 10 lawyers in Brazil with more than 45 deals announced and recorded by TTR* (Transaction Tracking Record). He’s an executive committee member of the International Association of Young Lawyers (AIJA), and he has a strong network of both legal professionals and clients across US, Europe, Asia, and Latin America.

Below are some of his representative matters in the areas of M&A and Corporate Governance and Compliance:

Remarkable transactions

M&A

• Advised a UK private equity with focus in ethanol, sugar cane, and renewable energy in several acquisitions of mills across Brazil
• Provided legal assistance to one of the global leaders in the oil and gas business in a joint venture with the largest ethanol company in Brazil that also owns a large distribution and retail (gas stations) network
• Acted as legal advisor to a company specializing in data center infrastructure and maintenance in the two investment and sale of equity transactions with two of the largest private equity funds in the world
• Acted as legal advisor to the largest global producer of eucalyptus pulp in the acquisition of one its top competitors in Brazil
• Provided legal assistance to the lamp distributor and precursor of the LED industry in Brazil in the sale of part of the equity interest of its founders to a Brazilian private equity fund
• Advised the leading multinational in the welding and automation market, with more than 40 industries worldwide, in various acquisitions and mergers in Brazil
• Advised a private equity with focus in minority equity investments in the sale of a data center infrastructure and maintenance company to one of the top private equity funds in the world
• Acted as legal advisor to one of the global leaders in the nylon market, operating in more than 70 countries and with 5 manufacturing centers around the world, in two strategic acquisitions in Brazil
• Advised a number of technology companies, including medium and large-sized companies as well as start-ups in various sale and purchase transactions representing both the market consolidators as well as the selling parties
• Advised the founders of Brazil’s largest toy retail network in the sale of equity interest to one of the largest global private equity funds
• Advised several small- and medium-sized retail companies (mainly supermarkets) in investment transactions, mergers and sale of equity interest to strategic and financial investors
• Advised the leading multinational in the filtration, separation and purification sector in various business acquisitions in Brazil
• Acted as legal advisor of the leading group in the Brazilian roasted and ground coffee market in local acquisitions, which cemented its market leadership and strengthened its presence as a national powerhouse
• Advised a Franco-swiss pharmaceutical multinational specializing in dermatological treatments in certain acquisitions of strategic Brazilian companies
• Provided legal assistance to several sale and purchase transactions in the Brazilian auto parts market, acting for both the market consolidators and the selling groups
• Advised the founders of one of the most traditional clinical laboratories in Minas Gerais in the sale of its equity interest to a strategic investor and a well-known consolidator of this market sector
• Acted as legal adviser to a foreign group considered as one of the global leaders in the flavors and fragrances market, with operations in more than 145 countries and with 34 manufacturing centers around the globe, in various acquisitions in Brazil

Corporate Governance and Compliance

• Coordinated and implemented corporate governance relating to the restructuring of a welding industry multinational
• Structured the corporate governance of a group involved in the technology sector for renewable energy, telecom, and electronic security
• Coordinated and implemented corporate governance in mid-sized entities from a diversified range of sectors in the industry, trade and service businesses
• Implemented professionalized management and efficient corporate governance in family-owned businesses

Professional Experience

• Founding Partner with Farroco Abreu Guarnieri Zotelli Advogados, since 2019
• Partner with Miguel Neto Advogados, 2010 to 2019
• Associate Attorney with Souza, Cescon, Barrieu & Flesch, 2009 to 2010
• Associate Attorney with Tozzini Freire Advogados, 2006 to 2009
• Associate Attorney with Miguel Neto Advogados, 2004 to 2006

Education and Teaching Experience

• Executive Proficiency in M&A, Instituto de Ensino e Pesquisa (INSPER), 2017
• Specialization in M&A Management, Georgetown Law CLE, 2008
• Graduate Degree in Corporate Law, Instituto de Ensino e Pesquisa (IBMEC-SP), 2007
• Bachelor of Laws, Universidade Presbiteriana Mackenzie, 2004

Admissions/Memberships

• Brazilian Bar Association (OAB) – São Paulo Chapter
• National Representative of the International Association of Young Lawyers (AIJA)