December 2018 Handle with care | Page 22

Opinion Growing middle class in Latin America generating opportunities in consumer products and healthcare Clients also demanding compliance and regulatory advice as they attempt to deal with an increase in anti-corruption enforcement – law firms also face challenge of handling ‘tainted assets’ Maurizio Levi-Minzi Andrew M. Levine Latin America’s growing middle class is generating opportunities for law firms in a range of industry sectors, while moves to tackle corruption in the region is also driving demand for compliance and regulatory advice, says Maurizio Levi- Minzi, partner at Debevoise & Plimpton. While the energy and infrastructure sectors continue to generate opportunities across Latin America, law firms are increasingly engaged in other sectors including consumer products, healthcare and insurance. Growth in such industries correlates to the changing demographics in the region, specifically the emergence of a sizeable middle class, explains Levi-Minzi. Brazil, Mexico, Colombia, Argentina and Chile continue to attract high levels of foreign direct investment, but local players are also playing a leading role in the market. “Our firm has been traditionally active in the representation of foreign investors, but we also have a solid track record acting on behalf of local investors,” says Levi-Minzi. “We have strong connections with big family groups and their extensive umbrella of companies.” ‘Tsunami of enforcement’ In addition to transactional expertise, clients are increasingly demanding compliance and regulatory services, says fellow Debevoise & Plimpton partner Andrew M. Levine. “One of the trends impacting the work that we do is the globalisation of anti-corruption enforcement,” he says. “In the last few years, we’ve seen a tsunami of anti- corruption enforcement involving Brazil – this has generated substantial work representing companies and executives in matters that transcend boundaries.” Levine continues: “New legislation in jurisdictions such as Mexico, Argentina and Colombia, and increased enforcement of existing laws in countries where traditionally there hasn’t been much local anti-corruption work, have likewise generated greater demand for white collar and compliance advice.” ‘Tainted assets’ A firm’s knowledge of anti-corruption matters is key also when it comes to handling “tainted assets,” as these are often the subject of some of the most complex transactions in the market. Such 20 • THE LATIN AMERICAN LAWYER • December 2018 transactions require multidisciplinary teams which are able to investigate, evaluate and price assets accurately. “The ability of our M&A and litigation lawyers to work together collaboratively is crucial – it is mission-critical to understand what you’re buying and what to do with it afterwards,” says Levine. Levi- Minzi adds: “Sometimes there are significant gaps in valuations between buyers and sellers because of differing assessments of risk, and this is where legal and financial technology, which is well-established in New York but less so across Latin America, can be key to the success of a deal.” Paying bribes Mechanisms such as earnouts and minimum-guaranteed returns are among the tools that law firms apply to these highly-sophisticated transactions, which also pose complex challenges from an anti-corruption perspective. “For example, even if you have bribes possibly paid in only one country, regulators in multiple countries may have an interest in investigating,” says Levine. “Law firms can bring a sensitivity to working in different environments and provide different lenses through which to analyse complex situations and generate practical solutions,” he adds. In addition to offering the services of lawyers, the firm is able to convene forensic accountants, investigative professionals and technology experts. “What we really do is pull together the right team to represent the client,” says Levi-Minzi. Maintaining an extensive network of trusted firms is another key part of the process, although Debevoise & Plimpton does not have any exclusivity arrangements, preferring instead to select the most suitable local partner on a case-by-case basis. “We cultivate many friends in every country, and tend to work with different firms case by case to make sure that our client is represented in the best way possible,” says Levi- Minzi. “I’ve generally found that knowing the individual lawyer matters more than the firm,” he adds. In addition to maintaining these trusted contacts, the firm’s New York office has a team of foreign-qualified M&A and litigation experts from jurisdictions such as Mexico and Brazil. www.thelatinamericanlawyer.com