Annual_Report_2013

2013
Solution Architecture
2013SolutionArchitecture

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Message from the Managing Partner
2013 highlights
Chapter 1
Converging talents
Human development
Trainee program
Chapter 2
Complementary skills
Expertise and innovation
Comprehensive solutions
Creativity without boundaries
Chapter 3
Consolidated recognition
Rankings
League tables
Chapter 4
Good citizenship and social responsibility
Sponsored projects
Chapter 5
Anticipating trends
Outlook – the Economy – Article by José Roberto
Mendonça
Outlook – Politics – Article by Fernando Abrúcio
Outlook – Sports – Article by Raí
Chapter 6
Corporate information
2013 figures
About us
Where we are
Credits
Table of Contents

Solution Architecture - Mattos Filho2
Renewed trust
Mattos Filho’s overall performance
in 2013 was outstanding. We have
remained on our course of steady growth,
once again leveraged by coordinated
efforts across a wide range of business
law practice areas. The resulting synergy
allows us to identify the best solutions
and opportunities for our clients.
Our entrepreneurial approach calls for
a continuous investment in business
intelligence and professional training that
keep us ahead of the curve in relevant
matters to the practice of law. Our team is
constantly sensitive to new developments
and opportunities in our markets.
It takes more than first-class attorneys
to turn a law firm into a benchmark for
excellence: a top-notch administrative
staff also plays a role. With this in mind,
in 2013 we restructured our support
departments and invested in a more
skilled administrative staff. These
efforts are aimed at keeping up with the
many requirements of a demanding and
dynamic market, and securing the future
of our business.
We worked hard in 2013, but we never
lost sight of important values such as
trust and respect. These values are
ingrained in our identity and business
practices. The results are reflected in
the accolades we have received.
Mattos Filho received more awards than
any other Brazilian law firm in 2013.
For the second year running, we were
named Brazilian Law Firm of the Year
by Chambers Latin America and, for the
third consecutive year, Best Law Firm in
Brazil by LatinFinance magazine.
We closed approximately one hundred
merger and acquisition (M&A) deals
during the course of the year. Thanks
to our strong Competition Law practice,
we are one of the firms with the highest
number of cases submitted to the
Administrative Council for Economic
Defense (Cade). We handled major
corporate transactions. Our Insurance
and Reinsurance practice played a role
in creating new products for major
institutions and winning the structuring
award with BB Seguridade IPO, the
largest capital market transaction
of the year.
Eight new partners joined us in 2013,
demonstrating once again that our
partnership model sets us apart in
the Brazilian market and creates
opportunities for our lawyers. Seven
of these new partners were previously
valued associates (two from our Tax Law
practice area, two from our Corporate
Law practice area and the other three
from the Environmental Law, Antitrust
Law and Capital Markets practice areas).
The eighth new partner, Fabio Kujawski,
joined the Intellectual Property and
TMT (Telecommunications, Media and
Technology) practice area.
Our strategy for enhancing our
international exposure also reached
an important milestone last year, with
a well-defined action plan for the five
continents and the strengthening of
our ties to major foreign law firms.
Additionally, our New York office moved
into prime premises on Fifth Avenue.
This was one more step towards our
goal of expanding our connections
throughout the U.S.
Message from the
Managing Partner

Solution Architecture - Mattos Filho 3
We have established productive
relationships with international law
firms which enabled us to implement
a foreign lawyer exchange program in
2013 and receive lawyers from friendly
foreign firms. This is another initiative
as an effort to foster the sharing of
experiences and expertise. It also brings
us even closer to these law firms, all
of which are leaders in their practice
areas in their respective jurisdictions.
Our attorneys also had opportunities
to practice with partner firms under our
international internship program.
Domestically, we believe that Brazil will
offer excellent opportunities in 2014 for
both local and international companies,
in an economy where businesses have
become more compliant and courts have
become increasingly capable to resolve
effectively all kinds of legal disputes.
Over the next year, we plan to continue
implementing our strategy of growth
and excellence in client care, while
keeping pace with new developments
and striving to stay ahead of the trends
and demands of a more mature and
sophisticated legal environment.
I hope you enjoy reading this report.
Roberto Quiroga Mosquera
Managing Partner
We worked
hard in 2013,
but we never
lost sight of
important values
such as trust
and respect.
These values
are ingrained
in our identity
and business
practices. The
results are
reflected in the
accolades we
have received.

January
New York office moves to Fifth Avenue
LatinFinance Award - Brazilian Law Firm of the Year
First group of trainees initiates program
February
Firm ranked among the
top 100in Arbitration by
“Global Arbitration Review”
Brasilia office represents its first pro
bono client, Casa do Candango
March
Beginning of the 2013 training courses at Mattos Filho Academy
New partner joins the firm’s Intellectual Property and TMT (Telecommunications,
Media and Technology) practice
Communication on Progress (COP) published by Mattos Filho, as signatory of the
UN Global Compact
April
Mattos Filho welcomes seven new partners
1st
edition of the “Mattos Filho Cidadão” event – Theme: Family Law
June
2nd
edition of the “Mattos Filho Cidadão” event – Theme: Proposed Constitutional
Amendment (PEC) on Domestic Work
Short film contest launch “What would the world be like without rules?,” in part-
nership with the Tela Brasil portal, a project supported by the firm
Mattos Filho hosts Mr. Ricardo Young – councilman for the city of São Paulo and
former president of the Ethos Institute – during its “Environment Week”
May
Partner Meeting at Hotel Grand
Hyatt in São Paulo
2013
highlights

July
Campos do Jordão Winter Festival,
supported by the firm
October
Mattos Filho holds Pink Day – Pink
October: supporting the breast cancer
awareness campaign
Libra Field pre-salt auction
Applications open for the 2014
Trainee Program
November
Latin America Indirect Tax Team of
the Year Prize awarded
Provisional Measure (MP) 620 converted
into Law 12,868/2013 – major victory
for the firm’s pro bono practice for the
promotion of Brazilian sports
4th
edition of the “Mattos Filho
Cidadão” event – Theme: Real
Estate Law
December
The firm joins in the Pedalada para
o Bem (“Pedaling for Good”) event,
promoted by Carbono Zero Courier,
one of the firm’s affiliated companies
Release of the book “Sinopse
Tributária” in São Paulo, Rio de Janeiro
and Brasília
Screening of the best short films from
the “What would the world be like
without rules?” contest
August
Mattos Filho Volunteering
Week
September
Mattos Filho’s 21st
anniversary
Best Brazilian Law Firm award
by Chambers & Partners
Deal of The Year Award by
LatinFinance
3rd
edition of the “Mattos Filho
Cidadão” event – Theme: Sex
Education
49 breakfast
meetings
3,550 meetings
with 9,882
clients
250,000 plastic
cups saved in
São Paulo
8 events hosted at
São José Social Center
(including parties and
“Mattos Filho Cidadão”
meetings)
179 new hires in 2013, with more than 2,000
CVs analyzed and 900 interviews conducted
59 blood bags donated
during the internal
Blood Drive campaign

Converging
talents
Mattos Filho highly values expertise – our greatest
asset, at all levels of our business – and therefore
invests heavily in professional development, through
initiatives that encourage hands on experience and
interpersonal interaction.

01

Human development
Mattos Filho highly values expertise –
our greatest asset, at all levels of our
of our business – and therefore invests
heavily in professional development,
through initiatives that encourage
hands on experience and interpersonal
interaction. The firm continuous pursuit
of innovation led to the creation, in
2011, of Mattos Filho Academy, which
offers online training and knowledge
management tools to facilitate the
generation, accessibility and exchange
of information among members of
Mattos Filho community. The Academy
offers training that contribute to
the professional and interpersonal
qualifications of our staff. Professional
courses on legal subject matters are
conducted by the firm’s partners,
many of whom are also professors at
top Brazilian universities. The other
subject matters – regarding non-legal
and interpersonal skills – are covered
by guest lecturers from the best
educational institutions in Brazil, with
whom the firm is affiliated.
The interest of Mattos Filho in the
professional development and training
of its staff is part of its culture. The firm
also offers “extracurricular” lectures on
a variety of topics, which contribute to
a more complete and comprehensive
training for its personnel. Last year,
57 courses were offered. Additionally,
Mattos Filho Academy’s website, offers
more than 150 courses on its platform
today, all aligned with the firm’s
strategic guidelines.
In addition to training courses,
professional development is encouraged
by the Educational Policy of the firm,
which covers up to 60% of tuition
costs for interested staff members.
The key criterion for financial support
is the compatibility of proposed
training course content with the
activities of Mattos Filho. All staff
members are entitled to financial
support for graduate, training, refresher
and courses, as well as seminars.
In 2013, approximately 12.5% of our
staff received financial support for
training courses.
The traditional Master of Laws
(LLM) degree is also encouraged.
The firm believes in the importance
of an international experience, and
approximately ten associates obtain
LLM degrees each year. Internships
with international law firms, frequently
in combination with an LLM, are also
widely encouraged. Each year, Mattos
Filho receives foreign attorneys from
international law firms as visiting
lawyers. The sharing of experience
and knowledge provides the legal
professional with a well-rounded
education, which the firm appreciates.
We invested a total of BRL 1.2 million
in human development projects in
2013, including courses and other
training initiatives.
Trainee program
Mattos Filho trainee program was
launched in 2012 and the first group,
consisting of ten students from the
fourth year of Law School, began
working in 2013. This innovative
program lasts for two years and aims
to provide comprehensive professional
training and a better understanding
of the firm and its different practice
areas. During the first year, the trainees
rotate through the three traditional core
practice areas of Mattos Filho: Litigation
and Arbitration, Tax and Corporate Law.
After these mandatory rotations, still
in their first year, each trainee moves
on to a different practice area of his
or her own choosing. In their second
year, the trainees work full-time in the
practice area they are mostly interested
in. Mentors offer continuous guidance
in the specific practice areas, and the
Human Development department holds
regular meetings and training sessions,
exposing the group to a variety of
subjects.
The whole process is monitored and
assessed by the partners of the firm
from beginning to end and, at the
conclusion of the program, the trainees
may be offered a position as a full-time
associate at Mattos Filho. Sixteen new
trainees were selected in 2013 to join
the program starting in 2014.

BRL 1.2
million
in human
development
projects
in 2013

Complementary
skills
In recent years, the Brazilian legal system has been
the focus of constant debate. In August 2013, Law
12,846/13, known as the “Anticorruption Law,” was
enacted. It imposes civil and administrative liability on
corporations engaging in offenses against the integrity
of governmental entities.
10 Solution Architecture - Mattos Filho

02

In recent years, the Brazilian legal
system has been the focus of constant
debate. In August 2013, Law 12,846/13,
known as the “Anticorruption Law,”
was enacted. It imposes civil and
administrative liability on corporations
engaging in offenses against the
integrity of governmental entities.
The new law is a landmark that
evidences growing demand in Brazil
for transparency and fair business
practices, as the country develops
economic and political sophistication.
Major changes, such as this one,
naturally led to an increase in the
number of sensitive issues and conflicts
in the corporate environment. Finding
solutions for them have required more
creativity and an ever more intense
exchange of experiences and expertise
among legal professionals.
The business year 2013 was also
noteworthy for the challenges presented
by the economic situation, both at home
and abroad. Capital markets required
all players to be entrepreneurial and
alert and to adapt quickly to the new
opportunities and trends arising
in an increasingly dynamic business
environment.
The Capital Markets practice area
completed sixty-five debt and
securitization transactions in 2013,
with a volume of BRL 26 billion in
funding, and structured new investment
funds, amounting to a total value of
BRL 25.2 billion. It also advised clients
in connection with seven IPOs and
one delisting, which account for share
acquisitions totaling BRL 19 billion.
The most prominent of these transactions
was the BRL 11.47 billion IPO of BB
Seguridade, awarded Deal of the Year by
LatinFinance magazine – the biggest new
shareissueinthehistoryofBM&FBovespa,
despite the fact that 2013 was much
less conducive to IPOs than any of the
preceding four years. The Capital Markets
practice handled the BB Seguridade
IPO jointly with the Insurance Practice.
We also handled the BRL 621 million IPO of
the CVC travel agency and the BRL 814.4
million IPO of sugar and ethanol producer
Biosev. Despite the hostile market,
the tax incentive for infrastructure
debentures granted pursuant to Law
12,431/11 generated another year of
growth for these transactions, which
have become a major part of the Brazilian
capital markets.
There were also major developments in
the Brazilian insurance market in 2013.
In January, Yasuda Seguros, a Japanese
company specializing in car insurance,
acquired control of Marítima Seguros by
increasing its stake from 50% to 88.2%.
The BRL 200 million transaction closed
with the assistance of the Insurance
practice of Mattos Filho.
In addition to lending its support to
the Capital Markets practice in the BB
Seguridade IPO, the Insurance practice
of the firm was responsible for designing
the legal structure of the transaction.
The Insurance practice was also
involved in completing the privatization
of 20.5% of Instituto de Resseguros do
Brasil (IRB), which was purchased by BB
Seguridade in April.
In the realm of insurance regulation,
the National Insurance Office (Susep)
issued new rules for the retail sale of
insurance, requiring sales in commercial
establishments to be regulated by the
National Private Insurance Council
(CNSP). The rules are intended to offer
greater protection to consumers and,
since they were introduced, retailers
have been making adjustments so as to
comply with the new rules. Our clients
have relied on the advice and support
of our teams to adapt to these changes.
Along with the growth of the Brazilian
economy, and the resulting growth of
Brazilian companies, the insurance
segment has seen an increased
demand for insurance policies providing
coverage for senior executives and the
companies themselves against litigation
arising from management actions. In
this context, our Insurance practice has
collaborated with our Litigation team in
the drafting of corporate E&O (“Errors &
Omissions”) policies, when the company
is liable, and D&O (“Directors & Officers”)
policies, when senior managers are
liable for management actions.
The Capital Markets
practice area completed
sixty-five debt and
securitization transactions
in 2013, with a volume
of BRL 26 billion in
funding, and structured
new investment funds,
amounting to a total value
of BRL 25.2 billion.

Expertise and
innovation
Mattos Filho designs valuable
comprehensive solutions for business law
on the basis of its solid, irreproachable
reputation and expertise, combined
with its team spirit and entrepreneurial
approach, to overcome the numerous
challenges faced by its clients.
Real estate law requirements have been
increasingly met by a multidisciplinary
effort, with the sharing of experiences
among legal professionals. This enables
the structuring of more complex and
lucrative transactions. In 2013, one single
transaction for the retail chain Magazine
Luiza involved the expertise of the firm’s
Real Estate, Corporate and Tax practices.
The transaction, involving the sale and
leaseback of assets, was for an amount
of BRL 25 million. With new market
opportunities presenting themselves,
the Real Estate practice, together with
our Capital Markets team, drafted a
“built to suit” contract for Companhia
Sulamericana de Distribuição, under
which receivables amounting to BRL 34
million were securitized by BB – Banco de
Investimento S.A.
We seek to provide full-service solutions
and generate value for our clients. This
commitment was illustrated in 2013 by a
BRL 80 million deal in which the Real Estate
practice, together with our Environmental
Law team, handled the sale of a major real
estate property in São Paulo to Timken
do Brasil. The Environmental practice
assistance was required because the
property had to be decontaminated. In
2014, the new Master Plan for the city
of São Paulo is expected to bring in new
business from clients who are required to
adjust to the new property regulations.
With the enactment of the new
Forestry Code (Law 12,651/2012),
interaction between the Real Estate
and Environmental practices was
intensified in 2013, because the Code
introduces new directives for real estate
infrastructure and clients have turned to
Mattos Filho for advice on how to comply
with the new legislation.
Mattos Filho Environmental Law practice
operates on four main axes. One axis is
infrastructure, handling environmental
licensing and compensation. The
second one covers biodiversity and
agribusiness. The new Forestry Code
and the mapping of rural land use raise
the possibility of setting a monetary
value on environmental assets. This is
a capital market niche largely untapped
until now, both in Brazil and worldwide,
and the firm has been investigating new
opportunities for its clients.
The third axis deals with contaminated
areas, which rises the need for litigation
at both judicial and administrative levels.
Our Environmental Law practice is
therefore working to minimize risks and
penalties for our clients. Last but not
least, the fourth axis handles matters
involving reverse logistics. Since the
new National Solid Waste Policy was
introduced, the firm has been creating
solutions for a number of clients,
focusing on legal compliance. One of
the most important developments on
this front in 2013 was the regulation of
reverse logistics for light bulbs. Mattos
Filho represented the Brazilian Lighting
Industry Association (Abilux) throughout
the whole process.
There was an increase in environmental
licensing procedures that require the
fulfillment of social obligations in 2013,
which has called for the specialized
knowledge of our Third Sector, Culture
and Social Responsibility practice. Their
assistance was extremely valuable for
the Environmental team. One example
of this combined effort is the work done
on the social impact of solid waste and
reverse logistics. Additionally, Mattos
Filho team holds a seat in the UN Global
Compact’s Human Rights Committee,
which conducts discussions on human
rights at a time of globalization and
multi-nationalization of companies. Well-
known companies and organizations
attended the training courses we offered
throughout the year.
The Third Sector, Culture and Social
Responsibilitypracticegrewby12%in2013,
addingmajorinternationalcompaniestoits
client portfolio. The practice focuses mainly
on institutes, sponsored projects, project
planning and statutory assistance to the
third sector. Following the amendment to
the Philanthropy Law (Law 12,868/2013),
the team has received many requests for
legal advice from companies that need to
undergo changes in order to comply with
the new rules.

This practice area is geared not only
towards the third sector, but also
towards the growing “sector 2.5,” which
consists of companies that generate
social benefits in direct proportion to
their earnings. To support this strategy,
the practice has relied upon support and
frequent expert advice from the Tax Law
team on a wide range of tax incentive
laws, regulatory issues and potential
administrative litigation stemming from
these regulations. Brazil has no specific
legislation for companies in sector 2.5
and therefore a profound knowledge of
Brazilian law is required to help these
companies plan their business, both
from a corporate law point of view and in
connection with other branches of the law,
such as Environmental and Labor laws.
Anticipating the legal trend in Brazil,
the Third Sector, Culture and Social
Responsibility practice has conducted
several initiatives to encourage the
donation of assets and resources
by individuals and business entities.
The initiative Movimento Arredondar
(“Roundingup Movement”), for example,
designedbyMattosFilho,callfordonations
by rounding up payments for products and
services in accredited institutions. The
amounts donated are distributed among
a number of social organizations. In 2013,
the practice coordinated studies and
debates on the creation of equity funds
in Brazil, to facilitate donations and to
discuss the creation of tax incentives for
charitable contributions.
Mattos Filho designs
valuable comprehensive
solutions for business law
on the basis of its solid,
irreproachable reputation
and expertise, combined
with its team spirit and
entrepreneurial approach,
to overcome the numerous
challenges faced by
its clients.

Comprehensive
solutions
The judicial and corporate reorganization
of the X Group, the largest conglomerate
of companies in Brazil’s oil and gas
sector, which we represent, took place
in 2013. This conflict typifies the level of
complexity and sophistication involved
in Brazilian litigation, as a result of the
legal and economic formalization seen in
recent years. The case had international
repercussions and involved key
attorneys from Mattos Filho different
business law practices.
Corporate litigation reveals how
important it is for conflicts to be resolved
efficiently due to their direct impact on
local economy. Preventive action, based
on careful drafting of agreements, is
essential to minimize future legal battles.
But when disputes are unavoidable,
arbitration has proved to be an effective
alternative, both because it is faster than
the slow-moving national justice system
and because skilled arbitrators assure
credibility. Mattos Filho was involved in
important international negotiations in
2013, such as the arbitration between
Gol Linhas Aéreas and the seller of the
former businesses of Varig, in which
the firm successfully represented the
interests of Gol.
In addition to its increasing involvement
in arbitration, with economic and legal
sophistication, in recent years the
Corporate Litigation practice has been
handling a large number of antitrust
proceedings, which implies a filing before
the Administrative Council for Economic
Development (Cade). In 2013, Mattos
Filho’s team of specialists in Cade’s
rules was involved in major negotiations
of this nature, such as the merger of
two giants in Brazil’s education sector,
Anhanguera and Kroton. Mattos Filho’s
Corporate Law team was involved in the
merger that brought together Brazil’s
two largest educational conglomerates
to create the world’s largest higher
education group, involving a total
amount of approximately USD 20 billion.
The economic scenario in 2013 presented
significant challenges to investors
and Mattos Filho’s staff displayed its
agility and flexibility in facing these
difficulties on a daily basis. A number
of opportunities for M&A transactions
increased over the year.
The firm’s quick response to different
demands presented by the corporate
market places Mattos Filho among the
leaders in the Corporate Law practice in
Brazil. With the Capital Markets practice
area, it helped develop new products
over the year, especially private equity
and investment funds. The Corporate
Law team also provides legal advice
on mergers and acquisitions and
agreements on a regular basis to the
firm’s other practice areas and offers
support to foreign companies that wish
to establish themselves or invest in Brazil.
A specific example of Mattos Filho
assistance to international companies
was the representation, by our team in
New York, of Ziff Brothers in the sale
of their stake in a Brazilian company.
The New York office was also involved
in the new round of investments by the
U.S. fund Insight Venture Partners in the
online travel agency Hotel Urbano.
Mattos Filho practice areas always act
in coordination in order to meet ever-
changing legal requirements. One of the
firm’s most traditional practice areas
is Tax Law, which supports numerous
deals. One of the main issues that
required expert tax law advice in 2013
was the enactment of Provisional
Measure 627, in November, amending
federal legislation on the taxation of
multinational companies’ earnings
overseas. The Brazilian tax system is
very complex and, as a result, the firm is
constantly advising foreign companies
that plan to set up an office or acquire a
business in Brazil.
The Tax team from our Brasília
office provided strategic support on
the requirements generated by the
Provisional Measure on Ports, approved
in 2013 with the goal of increasing
investment and modernizing the sector
in Brazil. Mattos Filho is currently
supporting and monitoring the plans
for three major port projects for grain
shipment in northern Brazil, which are
still at the negotiating stage.
Led by the Brasília team, the firm handled
another important matter, as facilitating
agent for the National Gold Association
(Anouro). The aim was to regulate the sale
and transport of gold between the gold
mines and a Securities Dealer (DTVM),
so as to meet the needs of the country’s
gold mining regions. This consulting work
led to the enactment in July 2013 of Law
12,844, which governs the sale, purchase
and transport of gold from the producing
region to the nearest DTVM. This is a
major achievement because it allows
transactions to be completed with a
mere copy of the mining rights, requiring
no other documents.

The Brasília team is also handling the
legal issues involving the New São Paulo
Airport (Nasp), which President Dilma
Rousseff announced in December. This
airport, located in Caieiras - metropolitan
region of São Paulo, will be the country’s
first private airport, and Mattos Filho
is assisting in the amendment of the
Brazilian Aviation Code, so that it can be
built and operated.
Working together with the Rio de
Janeiro office, the Brasília team played
an important supporting role in the
consolidation of labor practices in
2013, thus gaining new strategic clients
throughout the country. Acting mainly
as a consultant, it assisted the other
practices, such as Corporate and Social
Security Law, in matters of executive
compensation and stock options.
The firm advises both local and foreign
companies on negotiating the departure
of executives and avoiding labor litigation
and also represents its clients in trade
union negotiations, investigations
and civil actions. The practice plays
a strategic role in customer service,
focusing on minimizing risk and litigation,
reducing potential penalties and filing
preventive actions, as well as helping
clients with compliance measures.
This consulting work led
to the enactment in July
2013 of Law 12,844, which
governs the sale, purchase
and transport of gold from
the producing region to
the nearest DTVM.

In Brazil and
worldwide,
the IT and
telecommunications
(Telecom) markets
have been expanding
in recent years.
In line with the
oPportunities
in these sectors,
Mattos Filho has
been developing
its Intellectual
Property practice.

Creativity without
boundaries
In Brazil and worldwide, the IT and
telecommunications (Telecom) markets
have been expanding in recent years.
These sectors grew around 9.5% in
2013 and the forecast for 2014 is 9.2%,
according to the consulting firm IDC
Brasil. In line with the opportunities in
these sectors, Mattos Filho has been
developing its Intellectual Property
practice. It focuses on Technology,
Media and Telecommunications (TMT)
and has welcomed a new partner in
2013 to reinforce its involvement in
regulatory IT matters in Brazil, such
as the ongoing debate on the internet
regulatory framework.
With the growing convergence in the
IT and Telecom markets, competition
has become increasingly fierce and the
Intellectual Property team has been
called in to share their expert knowledge
of the market.
Mattos Filho also handled the sale of
Sonora by Portal Terra to the Napster
Group, resulting in the creation of Terra
Napster, a music streaming service
offering more than 10 million titles to
subscribers. Another highlight in the
Entertainment practice area was the
creation of a work group to structure
entertainment-related agreements for
the FIFA World Cup and the Olympic
Games. The group includes legal
professionals from different practice
areas and has been working intensively
on this structuring, which requires
permits for foreign telecommunications
companies, insurance and accommodation
agreements.
The Infrastructure practice has taken on
a central role in Mattos Filho’s practice.
The sector has been the focus of local
and international investors in recent
years, mainly because of its development
potential. For example, in 2013 the team
advised Odebrecht on the financing of
the Transolímpica, a 26-km corridor linking
the district of Deodoro with the Olympic
park in Barra da Tijuca, Rio de Janeiro.
With the support of the Infrastructure
team, we offer comprehensive consulting
services to local and foreign companies in
connection with their telecommunications
outsourcing agreements.
Apart from the capital market
transactions mentioned above, with
projects financed by the structuring
of infrastructure debentures, the main
focus in 2013 was on the oil, gas and
energy sector, both in connection with
public-private partnerships (PPPs)
and assisting clients in auctions and
concessions of regulated areas. One of
the highlights was the representation of
the Chinese company CNPC, a member
of the winning consortium in the Libra
pre-salt oil field auction held in October.
The transaction was named the Deal of
the Year by Latin Lawyer magazine.

Consolidated
recognition
The recognitions and awards received in 2013 indicate
that the firm is on the right path.

03

The recognitions and awards received in 2013 indicate that the firm is on the right
path. The year began with the announcement that Mattos Filho had been placed first
among Brazilian law firms in the Latin Lawyer magazine M&A league tables for deals
exceeding USD 70 million and completed from January to December 2012.
In another highlight of 2013, the firm was named, for the second consecutive year, as
Brazilian Law Firm of the Year by Chambers Latin America and for the third consecutive
year by LatinFinance magazine. The firm is also proud to have acted in three of the
“deals of the year” named by LatinFinance: Best IPO (BB Seguridade, USD 5.7 billion),
Best Quasi-Sovereign Bond (Petrobras, USD 11 billion), and Best Corporate High-Yield
Bond (Cosan USD 500 million / BRL 500 million – dual tranche bond).
In addition to these awards, the International Financial Law Review conducted a survey,
for the first time in 2013, entitled “Energy and Infrastructure: Latin America” to identify
the law firms most significantly involved in transactions in these areas. The survey
was divided into categories and Mattos Filho was identified as one of the leading
firms in the project finance and corporate areas. Another important survey, conducted
by the Latin American Corporate Counsel Association (LACCA), ranked Mattos Filho in
second place among the law firms providing legal advice to the one hundred largest
Latin American companies, representing 15 of them.
Among other recognitions, the 2013 issue of Chambers Global named 19 members of
Mattos Filho’s staff who practice in the following areas: banking & finance, capital
markets, corporate/M&A, dispute resolution: litigation, dispute resolution: arbitration,
oil & gas, power, insurance, projects and tax.

Rankings
Chambers Latin America
Brazilian Law Firm of the Year
International Tax Review
Latin America Indirect Tax Team of the year

Latin Finance
Brazilian Law Firm of the Year
Deal of the Year:
Best IPO of the Year (BB Seguridade – USD 5.7 billion)
Best Corporate High Yield Bond of the Year (Cosan – USD 500 million)
Best Quasi Sovereign Bond of the Year (Petrobras – USD 11 billion)
Latin Lawyer
Top Legal Advisor no Brasil
Deal of the Year:
Regulatory Deal of the Year (first auction of the Libra pre-salt oil field, Brazil)
Disputes Deal of the Year (Casino/Abílio Diniz)
Nominated one of the law firms most committed to the pro bono legal practice
in Latin America in the Pro Bono Survey carried out jointly with the Cyrus R.
Vance Center
League tables
Bloomberg
Top Legal Advisor in Brazil in number of deals and volume negotiated
Mergermarket
Top Legal Advisor in Latin America in number of deals
Top Legal Advisor in Brazil in number of deals and volume negotiated
Thomson Reuters
Top Legal Advisor in Brazil in number of deals and volume negotiated (3Q 2013)
Top Legal Advisor in Latin America in the ranking of “Undisclosed Values & Values
up to US$500m” (3Q 2013)

Good citizenship
and social
responsibility
Throughout its 21 years of existence, Mattos Filho has
strived to build relationships based upon transparency
and honesty, which give the law firm its sound reputation.

04

Throughout its 21 years of existence,
Mattos Filho has strived to build
relationships based upon transparency
and honesty, which give the law
firm its sound reputation. Always
attuned to new opportunities, the firm
operates with social and environmental
responsibility, contributing to Brazil’s
future and putting projects and
initiatives of this nature into practice.
Pioneer in the pro bono practice,
approximately 120 attorneys from
Mattos Filho dedicated nearly 4,000
hours advising 37 not-for-profit
organizations in 2013. The firm also
continued working with Instituto Pro
Bono, an organization devoted to
promoting greater access to justice.
Among these projects, the highlights are
the legal task forces and the promotion
of this type of practice among law firms.
Mattos Filho encourages pro bono
practice and time spent by the firm’s
legal staff for this purpose is treated
as billable hours, though not charged
to the client.
In 2013, a classic matter involving the
Brasília office team, with repercussions
throughout Brazil, put Mattos Filho’s
pro bono practice under the spotlight.
When representing the NGO Atletas
Pelo Brasil, our attorneys worked hard to
convert Provisional Measure 620, which
governs the transfer of public funds to
sporting institutions, into law before the
National Congress.
Enacted in 2013, by President Dilma
Rousseff, Law 12,868/2013 seeks to
instill democracy, transparency and
fair business practices into clubs and
confederations. This enactment, referred
to as “the great victory for Brazilian
sports,” was a turning point that shall
have a relevant impact in times of FIFA
World Cup and Olympic Games.
Another highlight of the year was Mattos
Filho nomination as one of the major law
firms in Latin America committed to pro
bono practice in a survey conducted by
Latin Lawyer and the Cyrus R. Vance
Center. The annual survey on pro bono
work (Pro Bono Survey) evaluated over
one hundred participants in 2013.
Approximately
120 attorneys
from Mattos
Filho dedicated
nearly 4,000 hours
advising 37
not-for-profit
organizations.

Sponsored projects
Aware of its role, Mattos Filho encourages
initiatives that foster good citizenship
while promoting access to justice. This
is the conviction underlying the firm’s
social responsibility actions, as well
as our decision–making process with
regard to sponsored projects.
As it does every year, the firm directed
a portion of its tax payments (IRPJ,
CSL, PIS, COFINS and INSS) in 2013 to
projects of significant social impact,
pursuant to the Culture Incentive Law
– the “Rouanet Law,” the Audiovisual
Law, the Sports Incentive Law and the
Municipal Fund for the Rights of Children
and Adolescents (known by its Brazilian
acronym, FUMCAD).
Under the Culture Incentive Law, Mattos
Filho was, for the first time, the sponsor
of the 44th International Winter Festival
in Campos do Jordão, organized by the
government of the State of São Paulo
and by the State of São Paulo Symphony
Orchestra Foundation (Osesp). In
addition, it supported two initiatives
in the field of education: Associação
Tela Brasil, the first Brazilian website
for teaching audiovisual art; and the
Fronteiras do Pensamento (“Frontiers
of Thought”) cultural project, which
encourages freedom of expression and
education as a developmental tool.
The firm also continued to support
the Centro de Contação de Histórias
(“Center for Storytelling”) project of the
Associação Viva e Deixe Viver (“Live and
Let Live Association”).
For the second consecutive year, Mattos
Filho, along with the ORT (Organization
Reconstruction and Work) Institute of
Technology, staged the benefit concert
by renowned Brazilian pianist Arnaldo
Cohen, which took place in Rio de
Janeiro in 2013.
Under the Sports Incentive Law, the firm
promoted, for the third time, Corrida da
Amizade (“Friendship Race”), organized
by the international association Abraham
Path, and established an alliance with the
Associação Esporte Solidário (“Solidary
Sports Association”), along with the
sports advisory entity Run&Fun.
In 2013, the firm honored its traditional
donation to FUMCAD, a mechanism
established to set aside funds intended
for programs and projects regarding the
rights of children and adolescents in
special situations. Part of the investment
was channeled to the Colégio Mão Amiga
(“Friendly School Hand”) project, which
benefits about 350 children living in
Itapecerica da Serra (SP). Another portion
was channeled to the project Oficinas
Culturais: Múltiplas Linguagens a Serviço
da Aprendizagem (“Cultural Workshops:
Multiple Languages for Learning”), by
Espaço Nossa Casa, an entity affiliated
with the Pró-Saber Center for Psycho-
pedagogical Studies, which works for
the social inclusion of children within
the Paraisópolis community in São
Paulo, offering artistic activities that
supplement the school curriculum.
Mattos Filho has also offered continued
support for the São José Social Center by
undertaking voluntary activities through
Mattos Filho Cidadão (“Mattos Filho’s
Citizen”) project. The initiative consists
of a series of legal and non-legal talks
and orientation sessions to the parents
of children attending the Center, in an
effort to expand the support offered to
the institution through initiatives that
promote good citizenship and access to
fundamental rights.
Simultaneously with these projects,
throughout the year the firm mobilized
its staff with a series of initiatives
and campaigns to reduce waste and
encourage recycling as part of the
ECOnsciente (“Ecoaware”) project, which
reflects the firm’s commitment and
approach to environmental conservation.
Its main goal is to draw attention to this
issue through awareness projects.
The projects we
support:
Campos do Jordão Winter Festival
(www.festivalcamposdojordao.org.br)
Associação Viva e Deixe Viver
(www.vivaedeixeviver.org.br)
Tela Brasil (www.telabr.com.br)
Fronteiras do Pensamento
(www.fronteirasdopensamento.com.br)
ORT Institute of Technology
(www.ort.org.br)
Associação Esporte Solidário
(Solidary Sports Association)
(www.esportesolidario.org.br)
Colégio Mão Amiga
(www.colegiomaoamiga.org.br)
Espaço Nossa Casa
(www.prosabersp.org.br)
TerraCycle (www.terracycle.com.br)
Pro Bono Institute
(www.probono.org.br)

Anticipating
trends
The articles mentioned exclusively state their respective author’s opinions

05

Outlook – the Economy
Article by José Roberto Mendonça
Outlook for the Brazilian economy in 2014
The year 2014 is special. On one hand, it is the last year of President Dilma’s
government, the year of the FIFA World Cup and presidential elections. This renders
the scenario somewhat uncertain and subject to volatility arising from economic (how
much will we grow?), social (will we have significant protests in June?) and political
(who will win the election?) issues.
On the other hand, everyone correctly anticipates that the next four years (2015-18)
will not be a mere extension of the past. The world is just entering a new growth stage,
amidst a technological revolution and an energy revolution, and the outlook for this
new era is not immediately obvious. Brazil will have to reposition itself to confront
this new challenge. Domestically, the paltry growth in recent years also suggests
change: not only has domestic demand grown more slowly, but our production has
also become less competitive. This framework requires a new incentive structure and
economic policy. This new reality will affect all business sectors.
Trying to foresee 2014 is therefore very relevant. Let it be said at the outset that
Brazil should not expect any discontinuity, whether in terms of the exchange rate,
interest rates, inflation or public debt. However, GDP growth rate will be meager – and
certainly less than last year’s 2.3%.
In January, we were affected by two major events: a robust group of countries
(Ukraine, Turkey, South Africa, Venezuela and Argentina, among others) experienced
a crisis that resulted in a departure from “emerging” risk. Even arguing, correctly so,
that Brazil is in a better position, the volume of long-term foreign investments is
being affected.
On the other hand, an unprecedented heat wave and drought has affected large
swathes of the nation. The rains did return recently, but the situation is still far
from normal, since rainfall remains well below the normal average. As a result, the
agricultural crop will be lower than projected and one can already see higher prices in
many markets.
At the same time, the levels of the hydroelectric reservoirs are very low, meaning that
all available thermal generation capacity available must be used. The result is that
energy prices have exploded in the free market, affecting production in many sectors.
Trying to foresee
2014 is therefore
very relevant.
Let it be said at
the outset that
Brazil should
not expect any
discontinuity,
whether in terms
of the exchange
rate, interest
rates, inflation
or public debt.
However, GDP
growth rate will
be meager –
and certainly
less than last
year’s 2.3%.

Thus, and even discounting the expenses with the final phase of the FIFA World
Cup works and with the recently initiated works on several new airport and highway
concessions, it seems clear to us that this year’s growth rate will be lower than last
year’s. Let’s take a closer look.
The Central Bank has been raising interest rates for months in its battle against
inflationary pressures. Consequently, credit is becoming more selective, which
affects production. The same applies to the higher costs of electricity, which implies
reductions in profit margins or pass through to prices. Furthermore, many businesses
are turning certain items of equipment off and selling the unused energy in the free
market, which depresses production. Still in regards to the manufacturing industry,
we can see that the automotive market has retracted, forcing companies to reduce
production rates. This will be further adversely affected by the crisis in Argentina:
Brazil will find it difficult to export the 415,000 vehicles it delivered last year.
Agricultural production will be lower than projected because of the drought. Preliminary
calculations point to losses with coffee, sugarcane, grains, oranges, vegetables, and
others. One can also already see a gradual decline in the job market and consumption.
Lastly, some components of investment, such as the sale of trucks, will not repeat
last year’s growth.
These elements lead us to forecast a GDP growth rate of approximately 1.6% for
2014, which will add up to four years of very slow growth. This also suggests that
businesses need to be especially aware of the changes that are likely to occur,
beginning in 2015. As we have already mentioned, the period beginning next year will
not be a mere extension of the past.
José Roberto Mendonça de Barros holds a PhD in Economics from the University of
São Paulo and a PhD from the Economic Growth Center of Yale University, U.S.A. He is
currently a member of the Board of Directors of BM&FBOVESPA, a writer for the O Estado
de S. Paulo newspaper and a commentator on Rádio Estadão. From 1995 to 1998 he
served as Economic Policy Secretary at the Ministry of Finance.

Outlook – Politics
Article by Fernando Abrúcio
Political outlook for 2014
To understand the political scenario in 2014, we have to take the opposite path and look
backwards. By comparison, the 2014 elections will be quite different from the last three
presidential elections in which the Workers’ Party (PT) won. In 2010, Brazil was growing
at a rate of 7.5% a year, with a president whose popularity ratings were in the order
of 83%. Even with Dilma Rousseff, still unknown, as candidate at the time, it was an
election in which the sitting government enjoyed tremendous strength. During the 2006
elections, notwithstanding the recent “payment-for-votes” (mensalão) scandal, Brazil
was growing at a rate of 4.5% a year and President Lula, one of Brazil’s leading political
figures, enjoyed unparalleled popular support. In 2002, the first year of Lula’s victory,
he won the elections against a government in crisis that had had to deal with a power
blackout and a president with a lower approval rating than the current president. To a
certain extent, the Workers’ Party candidate in 2002 was in a stronger position.
In the 2014 elections, Dilma Rousseff will not have the same power that the PT
enjoyed in 2002, 2006 or 2010, although she is still expected to win the elections
on the second ballot. Among the reasons for this prediction are: first, the fact that
Brazil will not experience the same growth rate of previous election years. Although
unemployment is and should remain very low, growth has slowed down considerably.
Second, President Dilma’s approval rating, during a period close to the elections, is
worse than the ratings Lula had in 2006 and in 2010, even though it is still better than
that of former president Fernando Henrique Cardoso in 2002. The road ahead is paved
with many possibilities and doubts.
There are at least three major uncertainties. One of them is the economy. Not only
in regards to Brazil, but the world in general. Growth in Europe remains elusive
and the recovery of the U.S. economy is still a medium- to long-term goal, thereby
representing a major source of international uncertainty. With regard to the domestic
economic situation, there are doubts regarding growth and also regarding inflation.
Nevertheless, this is not a disastrous economic scenario. It is important to stress that
this is a much better scenario than that of 2002, for comparative purposes, but one
cannot turn a blind eye to the uncertainties.
The second of these uncertainties lies in the demonstrations surrounding the FIFA
World Cup. The groups and the parties involved in the demonstrations are taking
advantage of the event and of Brazil’s international visibility to show their relevance
and it is very difficult to predict where this will lead us to in 2014. If the demonstrations
continue to be violent, which is a possibility, we will have a demonstration-free World
Cup, because they will lose popular support to such an extent that those who take to
the streets will be arrested and the sentences handed down will be applauded. But
between now and then we have no way of knowing what will happen.
With regard to
the economic
scenario, it is
imperative that
she conducts
the economy in
a manner that
at least tells
Brazilian and
international
players that there
will be no major
changes and that
she will try to
maintain a model
that stabilizes the
country’s public
accounts.

The third uncertainty has to do with regional alliances that are still being formed;
therefore, we do not know for sure what the final configuration will be. Given these
issues, and the fact that Dilma is a president with significantly lower popularity than
that of Lula in 2006 and 2010 (although greater than that of Fernando Henrique in
2002), in a scenario where economic growth will also be less than in 2006 and 2010,
we have reasons to assume that the Dilma administration, although favorite to win
the elections, will not be able to win on the first ballot.
In order to regain popularity, the point is not so much Dilma’s reelection in its own
right, but the issue of whether she is capable of conducting a second-term office
better than the first. The major challenge for her to remain the favorite and win the
elections is to show, during the year, that she is indeed capable of carrying out a
better term in office than the first one. To do so, the president needs to get closer to
society and demonstrate that she is open to dialogue, because until June 2013 the
overall impression was that the president did not communicate with society.
With regard to the economic scenario, it is imperative that she conducts the economy
in a manner that at least tells Brazilian and international players that there will be no
major changes and that she will try to maintain a model that stabilizes the country’s
public accounts.
In an election that is likely to be more competitive than the previous ones, she will
also have to build, particularly with the Party of the Brazilian Democratic Movement
(PMDB), a sustainable alliance for the 2014 campaign. Furthermore, she will have
to prove herself capable of dealing with the protests during the year and the FIFA
World Cup 2014.
Fernando Luiz Abrucio holds a Social Science degree from the University of São Paulo
(1990), where he also obtained his masters degree (1995) and his PhD (2000) in Political
Science. He is a professor and a researcher at the Getulio Vargas Foundation (SP) and
writes a column for the Época magazine.

I believe that
future generations
will have to be
better prepared.
The culture of
these generations
of sportsmen and
women is likely to
change, given the
possibility that
athletes will take
part in committees
and actually have
some influence
in the clubs they
represent.
Outlook – Sports – Article by Raí
The time is now
The mobilization by Brazilian athletes through the NGO Atletas pelo Brasil and the
strategic alliance with Mattos Filho led to a momentous victory for Brazilian sports in
2013. The conversion of Provisional Measure 620 into law (Law 12,868/2013) could not
have come at a better time. The law proposes significant changes in how sports clubs
and confederations are managed, imposing transparency, fair business practices and
democracy, so that they can continue to enjoy incentives and public funding. I believe
that this accomplishment, the outcome of a 30-year struggle by the sporting class
in Brazil, shows that Brazilian people as a whole have matured significantly. Brazilian
people are increasingly aware of important decisions and the fact that the national
sports are currently on the agenda and in the media, given the huge sporting events
that Brazil is to host, has undoubtedly contributed to that.
I see this victory as the beginning of a legacy. This was an important step that is
paving the way for further discussion, for I believe there is still a long way to go in
terms of national sports policy. At a key moment for sports – we have two years
ahead of us until the 2016 Olympic Games – it is our duty to keep the issue in the
spotlight, re-discussing and exploring the subject of a national sports policy, together
with sportspeople and the public in general. There has never been any discussion,
for example, about the role of the federation, the states and the municipalities or
the division of responsibilities. These are discussions that have already taken place
in other areas like healthcare and education, but they have been neglected when it
comes to sports. We need to reopen the discussion about the responsibilities of the
sports federations and confederations, as well as those of the government, because
this has never been the subject of ample discussion. I believe the time is now ripe for
this debate and this opportunity should not be missed.
As one of the athletes supporting the Atletas pelo Brasil movement, I believe the
achievement of transparency for Brazilian sports has resulted in a priceless gain. It
was a landmark, which will certainly have very significant repercussions in the medium
term and that, in the long term, shall change the path of Brazilian sports – from
holding managers accountable to the search for a more professional approach to
management and greater responsibility for athletes, who will have more influence in
the political decisions of sports clubs and other organizations.
Thus, I believe that future generations will have to be better prepared. The culture of
these generations of sportsmen and women is likely to change, given the possibility
that athletes will take part in committees and actually have some influence in the clubs
they represent. Sportsmen and sportswomen will start to take a greater interest in
management issues, as well as in the possibilities of influencing their milieu. I believe
future generations’ interest and preparation will lead to beneficial long-term results
for the management of sporting organizations in Brazil.

So far, the most significant entity to amend its statutes in order to comply with the
new law was the Brazilian Olympic Committee (COB). All the federations are moving
ahead with this, but COB’s move is symbolic and highly representative, since it is
the umbrella organization for the confederations of all types of sports. It is to be
hoped that, following this move by the COB, there will be a cascade effect among the
federations, who will have to speed up their processes if they, too, are to comply with
the new legal requirements.
The major sporting events of 2014 and 2016 will, above all, contribute to raise
awareness, among the population and the government, for Brazilian sports and their
significance to the nation, so that their needs and possibilities can be identified. What
still can and needs to be done for sports will increasingly move to the fore. Its power
of mobilization, communication and popular participation will become clear, as will
the fact that its potential has been poorly utilized in Brazil. My hope is that we take
advantage of this environment of rich debates to further strengthen sports in Brazil,
bringing long-neglected strategic issues to the surface.
Raí Souza Vieira de Oliveira was a FIFA World Cup champion in 1994 with the Brazilian
national soccer team; founder and chairman of the board of the Gol de Letra Foundation,
a not-for-profit civil society organization recognized by UNESCO as a global model of
support for socially vulnerable children. He is also a director of the NGO Atletas pelo
Brasil and managing partner at Raí+Velasco.

Corporate
information

06

Gross revenue
(BRL million)
Personnel - headcount
694 employees (position in
December/13 and taking into
account those on leave)
Investments in technology
(BRL million)
Taxes paid
(BRL million)
New cases
(in number of cases)
249.8
671
1.7
59.6
6,127
2011
2011
287.8
699
1.2
71.9
4,234
2012
2012
2011 2012 2013
2011 2012 20132011 2012 2013
317.8
694
1.6
82.8
4,213
2013
2013
2013
figures

10%increase
in revenue
from 2012
to 2013
Investments in training and
qualification (BRL million)
Profit-sharing paid
(BRL million)
1.5
11.4
2011
1.3
12.7
2012
2011 2012 2013
1.2
14.1
2013

With its 21 years of practice, Mattos Filho is one of the leading law offices in the
Brazilian market, recognized for its presence in the corporate area and for excellent
services across a wide range of legal fields.
The firm currently has 60 partners and 365 associates/interns committed to
professionalism, team work and ethical conduct that inspired its founding partners.
Excellence, together with creative and innovative intelligence, differentiates Mattos
Filho in the market, for its ability to come up with valuable solutions for strategic
and challenging cases. This is only possible thanks to the work of a well-tuned and
talented team, fully committed to our clients’ expectations and needs.
The firm represents Brazilian and international businesses, financial institutions,
investors, multilateral agencies, investment funds, pension funds, insurance and
reinsurance companies, publicly- and privately-held businesses in a wide range of
industry sectors, not-for-profit organizations and governmental entities. Internationally,
Mattos Filho is recognized for its experience in advising major foreign corporations.
About
us
21years of
operation
365associates
and interns
328administration
staff
60partners

São Paulo - Paulista office
Al. Joaquim Eugênio de Lima, 447 - São Paulo SP
Tel.: +55 11 3147 7600
São Paulo - Faria Lima office
Rua Campo Verde, 61 - 3º andar - São Paulo SP
Tel.: +55 11 3035 4050
Brasília
SHS Quadra 6 Conjunto A, Bloco C - Sala 1901 - Brasília DF
Tel.: +55 61 3218 6000
Rio de Janeiro
Praia do Flamengo, 200 - 11º andar - Rio de Janeiro RJ
Tel.: +55 21 3231 8200
New York
712 Fifth Avenue - 26th Floor - New York NY EUA
Tel.: +1 646 695 1100
www.mattosfilho.com.br
Where
we are

Overall Project Management
Mattos Filho Advogados
Corine Moura / Ive Lima /
Luiz Gustavo Costa / Thaís Télis
Writing and Editing
MZ Group
Desktop Publishing
MZ Group
Printing
Veramar
Photography
Shutterstock photos
Credits

Annual_Report_2013

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