Árbitro: Fernando Henrique Ramos Zanetti

Contato:

Endereço: Alameda Jaú, 740, ap. 13 - São Paulo-SP 

CEP: 01420-001 -Brasil

Telefones: +55 (11) 97525- 4891 / +55 (11) 3628-9007

E-mail: fhzanetti@gmail.com

 

Áreas de atuação: contratuais, comerciais, relações de consumo e societárias. 

 

EDUCATIONAL BACKGROUND

 

2013 Northwestern University 
LLM – Business Law

 

2012 IE – Instituto de Empresas (Madrid) 
Certificate in Business Administration

 

1997 - 2000 São Paulo Catholic University
Post-graduate in Civil Procedure Law

 

1999 USP / IBDT
Post-graduate - Tax Law
(incomplete)

 

1998 London Guildhall University (current London Metropolitan University)
Post-graduate - International Business Contracts

 

1987- 1991 São Paulo Catholic University
Bachelor of Laws

 

QUALIFICATION SUMMARY

 

• 23 years of professional experience in multinational companies acting in the food, pharmaceuticals, chemicals and coatings businesses; trade associations; major financial institutions; first-tier law firms, having consistently acted in several areas of the law practice, such as contracts, commercial law, civil law, taxation, intellectual property, labor law etc.

 

• Admitted to the Brazilian Bar Association in 1992.

 

• Shortlisted in 2011 for the Latin American Counsel Award, granted by the International Law Office (ILO) in association with the Association of Corporate Counsel (ACC), out of more than 3,500 individual nominations from corporate counsels and law firm partners.

 

• Assistant professor of Civil Law at the São Paulo Catholic University (until
1998).

 

• Active interface with several regulatory agencies.

 

• Lecturer in several conferences on subjects related to contracts, arbitration, taxation and antitrust.

 

• Member of the International Law Committee of the Brazilian Bar Association (2004 – 2008).

 

• Representative of companies in several trade associations.

 

• Broad experience encompassing all legal matters of corporation interest and management of large legal teams.

 

• Design and conduction of multi-billion M&A operations.

 

• Experienced negotiator, having participated in business negotiations of all sorts in Brazil and abroad. Solid background and practice in contracts.

 

• Solid background in tax consulting and tax litigation.

 

• Experience in the filing and conduction of antitrust clearance proceedings before the Brazilian antitrust agency, as well as in the preparation of defenses in administrative and judicial proceedings related to competition matters.

 

• Conduction of arbitral proceedings related to contractual disputes.

 

• Development and execution of compliance programs and codes of conduct, including related to the U.S. Foreign Corrupt Practices Act – FCPA, antitrust and U.S. economic sanctions.

 

PROFESSIONAL HISTORY

 

Since Mar/08 BUNGE BRASIL - http://www.bunge.com/
Founded in 1818, Bunge is one of the world’s leading agribusiness and food companies with integrated operations globally, stretching from the farm field to the retail shelf. The company went public on NYSE in 2001. In Brazil Bunge employs over 20,000 and groups its operations into three divisions: Agribusiness, Food & Ingredients and Sugar & Bioenergy. Bunge Brazil turnover in 2013 was R$20 billion.
LEGAL AND COMPLIANCE DIRECTOR
- Responsible for all the legal affairs in Brazil, having established a robust, proactive general counsel function appropriate for a company of Bunge’s size and
complexity.
- Developed a solid legal staff – 35 lawyers and 5 administrative personnel.
- Proactively work to reduce company’s risks and contingent liabilities
- Responsible for implementation of the company’s compliance program in Brazil, including policies, procedures, workshops and trainings.

 

Aug/04 - Oct/07  PFIZER - http://www.pfizer.com
The world's largest research-based pharmaceutical company, Pfizer discovers, develops, manufactures, and markets leading prescription medicines. Doing business in the human and animal health as well as agricultural chemicals industries in over 120 countries, Pfizer’s in Brazil in 2006 was over R$ 1.5 billion.
SENIOR LEGAL AFFAIRS MANAGER
Major responsibilities:
Managing the activities of the company’s legal department composed of 10-
plus professionals (2 managers, 3 senior attorneys, 1 junior attorney, 2 interns
and 2 assistants).
Managing the activities of external law firms that provided legal services to the
company.
Representing the company in the legal committee of the Brazilian Pharmaceutical Research Industries Association - INTERFARMA. Representing INTERFARMA in the tax affairs committee of the Brazilian Pharmaceutical Industries Federation - FEBRAFARMA.

 

Special and Cross-border Contracts – Responsible for preparation and review of special and cross-border contracts, also giving legal support to their negotiation. I played a direct role in negotiations with Chinese company Fengdeng for the supply of agricultural chemicals; in the transaction with Dow AgroSciences for the supply of fungicides; and in several distribution, comarketing, co-promotion, project funding and other activities related not only to Brazil, but also to other Latin American countries.

 

M&A – Responsible for the structuring and coordination in the transfer of the consumer pharmaceuticals business to Johnson & Johnson (USD 25 million), and for integration of the local subsidiary of Embrex Inc.; responsible for the transaction with Sweden relating to divestiture in the diagnostic products business; responsible for local acquisition of a large Brazilian manufacturer of veterinary products.
Tax – Responsible for tax advisory and litigation activities (in the administrative and judicial spheres) involving direct and indirect taxes. Antitrust – Responsible for the conduction of administrative proceedings underway before the Brazilian competition authorities, as well as for related lawsuits.
Compliance – Responsible for implementation of the company’s compliance program in Brazil, including policies, procedures and workshops. I developed the company’s local policy on interaction with healthcare professionals and government officials in keeping with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA).

 

Jul/99 – Aug/04  AKZO NOBEL - http://www.akzonobel.com
Dutch company acting in the pharmaceuticals, chemicals and coatings industries in over 80 countries (turnover in Brazil in 2004: US$ 600 million).
SENIOR ATTORNEY
Major responsibilities:
Supervision and administration of the activities performed by other attorneys and interns of the company’s legal department (general practice in civil, labor, consumer, environmental, commercial and other areas), as well as of the services performed by external law firms to the company. Antitrust – Responsible for conducting merger filings before the Brazilian competition authorities, as well as for lawsuits in this area. I took part in all merger filings before CADE. I developed a preventive legal practice in this area by introducing a compliance program to be adopted in all Akzo Nobel Group companies in Brazil. I was member of the Competition Law World Practice Group.
Tax – Responsible for tax counseling and litigation (in the administrative and judicial spheres).
Mediation and Arbitration – Responsible for the mediation and arbitration proceedings, and member of the company’s Alternative Dispute Resolution
World Practice Group. I sponsored two arbitration cases (amount involved: circa USD 30 million).
M&A – I took part in transactions involving companies in Brazil and abroad, at values ranging from USD 1 million to USD 60 million, e.g.: (i) transaction involving Brazil, the Netherlands, England and Germany related to a fibers business (Acordis); (ii) acquisition of the veterinary products business from Hoescht, comprising two plants in Brazil; (iii) transaction related to the Brazilian diagnostic products business, comprising one plant in Brazil; (iv) transaction related to the graphic coatings business, comprising one plant in Brazil.
Cross-Border Contracts – Responsible for preparing, reviewing and giving legal support to cross-border contracts (in Brazil and abroad), including contracts related to joint ventures, M&A, cost sharing, agency, distribution, technology transfer and a number of other activities.

 

Oct/98 – Jul/99  REED SMITH - http://www.reedsmith.com/ (former Richards Butler – in Brazil Advocacia Rodrigues do Amaral)
Law firm representing many of the world's leading companies in complex litigation and other high-stakes disputes, cross-border and other strategic transactions, and crucial regulatory matters.
ASSOCIATE ATTORNEY
Responsible for the tax litigation area in the Brazilian office, giving support to the contracts area.

 

Aug/96 – Oct/98  BANCO ITAÚ S.A. - http://www.itau.com/
The second biggest private financial institution in Brazil, with operations in the Americas, Europe and Asia, providing services in a wide range of business segments.
SENIOR LAWYER
I acted in tax litigation matters, being in charge of special suits involving Banco Itaú itself as well as the other Itaúsa Group companies (Itautec Philco, Duratex, Itaú Bankers Trust, Banco Francês e Brasileiro, Banerj, Bemge, Itaú Seguros
etc).

 

Oct/93 – Aug/96  PRIVATE PRACTICE
I acted as self-employed attorney, providing legal counsel and assistance to corporate clients in the civil, commercial, tax and other areas, sponsoring a variety of cases. I gave monthly contributions on legal matters to specialty magazines Brasil Transporte. My legal practice also comprised the drafting of bylaws, articles of association and related documents. I was responsible for all legal aspects towards the creation of the Brazilian Association of Customs Transit Companies and of the National Association of Economic and Mutual Credit Cooperatives for Physicians.

 

Mar/92 – Oct/93  ASSOCIAÇÃO NACIONAL DAS EMPRESAS DE TRANSPORTE
RODOVIÁRIO DE CARGA - NTC - http://www.portalntc.org.br/
National association of cargo carriers and logistics companies.
LEGAL ADVISOR
Assisted member companies in legal matters.

 

May/90 – Mar/92  SÃO PAULO STATE ATTORNEY’S OFFICE
Intern at the Judicial Assistance Unit of the State Attorney’s Office

 

LANGUAGES
English (fluent)
Spanish (intermediate level)
French (working knowledge)