Guyer & Regules
Elite dealmaker at the top of its game
Guyer & Regules’ name is synonymous with prestige and high-end dealmaking, and so it sits very comfortably at the top of Uruguay’s legal market, in which it has been practising for over a century. Today it offers a blend of tradition and enterprise that is appreciated by its long-standing, high-profile clients.
Guyer & Regules is particularly notable for its transactional work, pulling in an enviable proportion of Uruguayan deals year on year. The firm can count on a steady stream of work thanks to its excellent reputation at home and internationally, something the firm has leveraged off to deepen its already impressive full-service offer. A great number of Montevideo’s most eminent lawyers belong to this dynamic firm’s partnership, and they work tirelessly to ensure the firm leads the way in many of the areas of law in which it practises. The firm’s expertise in M&A and banking is a clear draw, while Guyer & Regules’s financing know-how and its investment into its energy practice helped it secure a spot in numerous project finance deals in the renewables sector recently – indicative of its ability to position itself at the forefront of new trends.
PEOPLE & PRACTICES
CORPORATE AND M&A
As befits a transactional heavyweight, M&A is a strong suit under Nicolás Herrera, Nicolás Piaggio and Álvaro Tarabal. The corporate group is praised for being “a team that executes its role with accuracy and gives creative solutions when needed”. Herrera and Piaggio are successful promoters of the firm’s name overseas and command particular respect in the marketplace, with one financial client likening their technical skills to those of top lawyers in New York and London (Piaggio is ex-Linklaters) and rightly noting their preference for deals which are innovative and multi-jurisdictional in nature. Piaggio is a particularly prolific transactional lawyer, while a client says Herrera is one of the most experienced lawyers and smartest dealmakers to come out of Uruguay in the last two decades. Another client describes Tarabal as “extremely competent, knowledgeable and well connected.” The M&A team is known to be one of the busiest (if not the busiest) in Montevideo, with its stellar reputation ensuring the firm is present on many high-profile deals. Piaggio had an active 2013, helping regular client French animal pharmaceuticals company Virbac increase its stake in a veterinarian laboratory and working with Federico Susena in aiding Sodimac, the home improvement arm of Chilean retailer Falabella, in opening up in Uruguay. Piaggio also helped a regular client, Colombia’s Grupo Sura, launch an investment fund, and acted on behalf of Uruguayan civil works company Grinor in the sale of a majority stake to a construction company. Petrobras turned to Piaggio to sell its rights to explore two offshore oil blocks to Shell in a deal that is to close in 2014. These are far from the only headline transactions the firm has worked on. Solar energy company Eurus Energy America turned to Juan Manuel Mercant to acquire a stake in a wind farm, and emerging markets private equity firm Darby Overseas Investments called upon him when investing in a pharmaceutical and medical supplier. Other recent transactions of the firm include M&A deals in the banking sector – long-term client Citibank turned to Juan Manuel Albacete to sell its Uruguayan retail banking assets to Brazil’s Banco Itaú, while Diego Baldomir helped Swiss investment bank Union Bancaire Privée buy the local private banking assets of a British bank and represented Julius Baer when it acquired Merrill Lynch’s international wealth management business.
BANKING & FINANCE
The skills of Nicolás Piaggio and Álvaro Tarabal are as visible in banking and finance as they are in M&A, through the large number of financial institutions the firm represents. Diego Baldomir, Juan Manuel Mercant and Gerardo Porteiro are other key names here, often seen advising prominent banks such as HSBC on their activities in the country. The firm’s banking lawyers are lauded for giving “solid and expert advice” even in the most complex matters. 2013 saw Mercant and Porteiro help Farm & Forestry Management Services and investment manager Winterbotham in structuring a trust for investment in agrarian land, while names such as Citibank turned to the team for acquisitions and sales in the sector. One of Uruguay’s biggest banking clients says: “It has significant experience and access to regulators, lawmakers, major business players and the judicial system, which works to the advantage of its customers. Given its legal experience and networking capabilities, we confidently recommend the firm.”
PROJECT FINANCE & INFRASTRUCTURE
In 2013, the firm helped a number of companies obtain wind-energy related financings in line with a government initiative to increase Uruguay’s sources of renewable energy: Juan Manuel Mercant helped Grupo Otegui obtain a US$140 million project financing and US$60 million in equity investment for three wind farms, while Palmatir, a subsidiary of Spanish engineering group Abengoa, relied on Corina Bove and Nicolás Piaggio to secure a US$112 million loan.
Nicolás Piaggio’s practice extends to capital markets work. He is regularly called upon by the banks for the country’s sovereign debt issuances and helped in Uruguay’s US$2 billion global placement in 2013. He went on to work with Corina Bove on behalf of arrangers Banco Itaú and Gap Consultores in a US$12 million bond placement by horse racing track concessionaire Hípica Rioplatense.
Juan Manuel Albacete is a leading name in this field, and said to “meet our needs with excellence”. The team has gained experience in developing the necessary tax structures for clients seeking to bid for Uruguay’s offshore blocks. It is also backed up by a sizeable CPA practice.
Carlos Brandes is renowned as having “vast experience in civil litigation and particularly in international commercial arbitration”. He and Nicolás Piaggio, alongside lawyers from another Uruguayan firm, helped Montes del Plata win a case before Uruguay’s Supreme Court, thereby protecting the company’s US$2 billion investment agreement with the government to build a pulp mill in the country from a request for annulment filed by the country’s public prosecutor. Brandes leads the practice with Leonardo Slinger, who combines litigation with his expertise in labour matters. Recent key work has seen the team win a victory for Telefónica against a fishing company over damage caused to its submarine communications cable network, as well as settle a contract litigation case on behalf of Uruguayan distributor Trialand and obtain the dismissal of an unconstitutionality action brought against Phillip Morris by the Uruguayan State Attorney.
Guyer & Regules counts two senior statesmen in the field of labour law in its partnership: Leonardo Slinger and Eduardo Ameglio. Slinger has been practising for over 25 years, and is mostly known for his work in litigation and collective matters, such as strikes and occupations and union issues. Ameglio has been active for 32 years, and is recognised as a great lawyer with innovative solutions in labour conflicts – exemplified in a recent victory for financial institution Ocwen over a claim filed by its employees alleging that their wages had dropped as a result of changes in the US dollar exchange rate. The firm also performs labour due diligence, and advises on the termination of labour relationships. A client in the aviation sector that uses the firm for specialist labour and litigation advice mentions the lawyers’ reliability, their accurate and timely responses, and the friendly treatment she receives, as the prime reasons for why she has worked with the firm with great satisfaction for a decade.
ANTITRUST & COMPETITION
Antitrust is a developing area of law in Uruguay and one in which Guyer & Regules is keen to excel. Juan Manuel Mercant is leading the way, leveraging off his transactional experience and making his name in milestone cases.
Anabela Aldaz is a noted consultant in this field, having focused on environmental law since 2000. In 2013 she provided advice on the Montes del Plata pulp mill project and helped with GDF Suez’s winning bid for the construction of a LNG regasification terminal – set to become the first in Uruguay – as well as advising on two wind farm projects.
Uruguayan law firms with energy capabilities are in demand as renewable energy projects begin to take off in the country and companies come in search of oil. Guyer & Regules has positioned itself to take advantage of both these developments, and obtained significant results for its clients in recent years. In 2013, Juan Manuel Mercant and Federico Susena helped GDF Suez win a US$1.125 billion contract to construct and operate a liquefied natural gas (LNG) regasification plant, while Susena worked with Nicolás Piaggio and Diego Baldomir to assist BG Group, Tullow and Total in winning bids for a number of Uruguay’s offshore oil exploration blocks.
Mariana Santo and Carlos Brandes are the main lawyers dealing with administrative matters. In 2013 the team assisted casino games manufacturer Ainsworth with a public bid to provide slot machines and roulettes for the local gaming authority; it also contributed to a deal which saw GDF Suez win a government contract to construct Uruguay’s first LNG regasification terminal.
WHITE-COLLAR CRIME AND COMPLIANCE
Raúl Cervini has acted as a consultant in white-collar crime cases concerning fraud, money laundering, tax evasion and corruption.
Guyer & Regules comes recommended by an elite list of clients and peers, who reaffirm its leading reputation. The firm’s expertise in the banking and finance sector is undisputed, with a myriad of local and international names relying on the firm. It is clients from this specific sector that lead the way in singing the firm’s praises. Multiple names have come forward to state their satisfaction with the lawyers’ professionalism, broad expertise and business sense. The firm’s “committed and experienced teams” and their “passion to help clients succeed in their respective businesses” means it has maintained a key role in some of these banking clients’ businesses for decades. One client from the banking sector says that the firm’s “timely and precise answers, flexibility to adapt to changing requirements as well as their understanding of the business aspects, and their impeccable track record” mean they are “clearly the leading firm in this industry”. The banking sector is well represented on the firm’s books: Danish bank Saxo took to the firm this year, while other recent clients included Citibank, ING, BBVA and HSBC. Such prominent financial names turn to this firm because they “always find strong teams that deliver under pressure”, in the words of one, “valuing its experience, and the access to official channels that the firm’s experience and tradition have successfully developed”. One of Uruguay’s biggest banking clients says: “It has significant experience and access to regulators, lawmakers, major business players and the judicial system, which works to the advantage of its customers. Given its legal experience and networking capabilities, we confidently recommend the firm to our customers.” The Inter-American Investment Corporation and Dutch and German development banks use the firm as do Zurich Financial Services and UK private equity fund Ashmore. One finance client sees the firm as an extension of their office, with shared values on transparency and regulatory compliance. A leading emerging markets investment manager says, “The firm provides an excellent, client-focused and professional level of service.”
Prominent global clients in the corporate sphere include Petrobras’ Uruguayan arm, Chilean casino operator Enjoy, American Chemical, UK insurer Old Mutual, next to other big names such as Spanish telecoms company Telefónica, cement maker Loma Negra, oil field operation and maintenance company AESA, mining group Rio Tinto, McDonald’s Latin American franchiser Arcos Dorados and Unilever, whose country manager Luis Maria Rodriguez has previously said of the firm, “They have provided excellent practical and commercial advice… the best legal service we require. The team has demonstrated deep knowledge in these areas and goes beyond the legal aspects, taking the time to understand our business.” The firm attracts companies from Latin America’s newer trading partners, including China’s Geely International, and advises Latin American companies expanding outside their countries, such as Colombian supermarket chain Éxito and Brazilian beef company Minerva. Local names like Mega Pharma also use the firm. Finnish forestry company Stora Enso is a key client. The firm also represents a number of banks involved in pulp mill financings. Guyer & Regules fosters deep and lasting relationships with its clients that allow it to become closely associated with their business in all its aspects. One client explains, “The firm provides comprehensive coverage of all areas of investment banking and corporate finance as well as tax advice.” An impressive seven partners appear in LACCA Approved, in-house counsel research conducted by Latin Lawyer’s sister association, the Latin American Corporate Counsel Association. One Latin American lawyer says “Guyer is definitely the firm that I first think of when dealing with Uruguay. Certainly they have the quality and service-oriented approach that I look to when searching for a firm. Besides, they cover the whole commercial fields and enable us to consolidate the whole exercise in one firm.”
Guyer & Regules is committed to pro bono, and has made the practice a part of its lawyers’ professional development. Recipients of the firm’s free legal services include children’s and refugee charities, as well as organisations working to stimulate entrepreneurialism among marginalised youth. Guyer & Regules also successfully negotiated with Uruguay’s Ministry of Economy and parliament to introduce to the national budget tax deductions on donations to school and high-school education in low-income neighbourhoods.
As well as its office in Montevideo Guyer & Regules has a branch in the city’s free trade zone, which offers offshore services to international clients and is one of a group of Uruguayan firms to have a base in the exclusive tourist spot of Punta del Este.
ALLIANCES & NETWORKS
This firm is a strong believer in international law firm networks, and has been careful to pick what it considers to be the best. These are the Club de Abogados, the Lex Mundi network, Multilaw and the World Services Group.