Guido Vinci

Advised:

• ArcelorMittal AS in the acquisition of the total corporate capital of Companhia Siderúrgica do Pecém (CSP) for US$2.2 billion. The work involved the tax aspects of the deal from the funding and the overall tax liabilities of CSP.
• BNDES on a competitive bidding procedure carried out by BNDES to provide legal assistance within the scope of the privatization of Eletrobrás, which was won. The work involved the tax aspects of the deal structure and the post steps related, such as the tax aspects of the “direito de recesso“ and capital gains of the investors that withdraws from the shareholders position.
• Mercuria Energy Group on the sale of the Port of Paranaguá (PR) to Fertipar Group. Advised in the tax aspects of the deal structure including, but not limited to, the steps of the pre-deal corporate reorganization, capital gain, IOF/FX impacts on the corporate reorganization and on the payments to be made on the closing date (i.e., sale price), as well as the mechanics and rationale to be adopted on the indemnification clauses provided in the SPA in light of the actual nature of the potential tax exposures.
• CNOOC Group in the acquisition of Petrobras' 5% stake in the production sharing contract of the Búzios field, in the amount of BRL 10.3 billion. Designed the deal structure and had a specific role in the negotiation of the impact of the Corporate Income Tax on the consideration to be paid by CNOOC to Petrobras, identifying arguments and assisting in the negotiation on behalf of CNOOC’s position.
• Nestlé Brasil on the purchase of 100% of the capital of the companies of Puravida group. The work involved analyzing several scenarios to design the purchase of 100% of the capital of the companies of Puravida group, assisting on due diligence of materialized tax liabilities, risk assessment of materialized and non-materialized tax liabilities and negotiation of the tax and indemnifications clauses of the Sale and Purchase Agreement.
• Karpowership on tax and customs matters to client in emergency energy auction before ANEEL. The project included the importation of four powerships and one floating storage regasification unit (FSRU). Advised in every step of the structure, including the analysis of all contracts, implementation of the project, analysis of tax burden applicable, granting of incentives and tax benefits, analysis of other structures related to the purchase of LNG, among others.
• Petronas the company since the incorporation of its Brazilian subsidiary. The assistance involved (i) structure of the projects from a tax standpoint, (ii) review of main contracts supporting the business, (iii) analysis of customs regimes applicable and reviewing structure of the transactions considering the tax incentives applicable, (iv) assistance with special regimes before Brazilian IRS and Rio de Janeiro State; (v) analysis and advice on the tax treatment of expatriates, and (vi) transfer pricing analysis on intercompany transactions.
• Karoon on the Acquisition and development of certain oil concessions, associated contracts and other related assets from Petrobras with respect to Baúna Field. The work included tax aspects of the financing of the transaction for the purposes of the acquisition and development of Baúna Field.
• Sony Mobile Communications do Brasil Ltda. (“Sony Mobile”) in an administrative proceeding resulting from a tax assessment issued by the State of São Paulo in order to disregard the ICMS credits appropriated by the Company and impose penalties.
• A confidential client on their corporate and supply chain structuring. Our firm have been advising a Brazilian based international clothing and lifestyle brand on the expansion of their brand to the EU and UK markets.
• Iin connection with the whole implementation of the Brazil-Bolivia gas pipeline;
• For the merger between Sony Music and BMG;
• KBR (Halliburton) in connection with structuring and negotiating FPSO's Barracuda and Caratinga, in negotiations with Petrobras;
• Corporate restructuring of several companies from the electricity industry, including Coelce, AES Sul and Elektro;
• British Gas during the privatization of Comgas and the subsequent corporate restructuring of this company;
• Terna Participações, the Brazilian subsidiary of Italian operator of electricity transmission networks Terna, in connection with the acquisition of a transmission company and the restructuring of its debts;
• Mexican pharmaceuticals distribution group Casa Saba in the US$115 million acquisition of drugstore chains Drogasmil and Farmalife, including more than 100 stores;
• Italian infrastructure group Atlantia and its Brazilian subsidiary Autostrade Concessões e Participações Brasil in contractual, corporate and tax issues relating to the creation of a US$3.3 billion joint venture with Grupo Bertin; one of the largest transactions ever in the Brazilian infrastructure sector; he joint venture will be the largest Brazilian company specializing in highway concessions and will manage a portfolio of more than 1,500 km concentrated in the States of São Paulo and Minas Gerais, with approximate annual revenues of R$1 billion;
• In relation to the spin-off of the pharmaceutical operations of Schering Plough (currently MSD) from Mantecorp;
• TIM in the acquisition of Intelig;
• TIM in the acquisition of AES Atimus;
• Sale by TIM of towers to American Towers;
• In connection TIM’s bid to acquire GVT.

• “Guido Vinci has an excellent reputation in the market and is proactive at making clients aware of potential law changes which could affect them. Excellent client service.” Legal 500
• Ranked as Band 3 in Tax: Rio de Janeiro at Chambers Brazil
• Ranked as Recommended in Corporate Tax at Who's Who Legal
• "Guido is our go-to tax adviser. He has a deep understanding of our business and is very responsive." Chambers Brazil
• "He is a brilliant professional and a very polite person.", Chambers Brazil
• “Partner Guido Vinci is a well-regarded practitioner with substantial experience in tax consulting, tax planning, and non-contentious work. He has national and international clients.” Chambers Tax: Rio de Janeiro
• LACCA Approved
• Ranked as Highly Recommended in Tax: Counsel at Leaders League Brazil Best Counsel
• Partner Guido Vinci remains well regarded among sources due to his solid consultancy practice. He boasts particular expertise advising clients on an array of tax matters arising from large corporate transactions. "He recently demonstrated great experience and technical knowledge when carrying out a risk analysis in connection with an acquisition," reports a client. Another interviewee adds: "He is an important figure in the field.", Chambers Latin America and Chambers Global
• A client underlines his "responsiveness and practical approach," adding: "Brazil has a complex tax system and Guido is able to untangle that complex environment and articulate solutions. He advises me on what to do, instead of only pointing out problems.", Chambers Latin America
• Partner Guido Vinci is held in high esteem by clients, one of whom says: "It gives me a lot of confidence to have him advising me on Brazilian matters, as he has an international mindset, experience and a practical and solution-oriented approach.", Chambers Global
• “An excellent tax lawyer, with excellent awareness of issues faced by in-bound investors into Brazil”. Latin Lawyer 250
• Commended for “experience, skills and familiarity with business needs.”, Latin Lawyer 250
• Guido Vinci is admired for his extensive experience advising domestic and foreign companies on tax planning, consultancy and litigation related to M&A transactions, foreign investment and VAT issues.
• Sources describe him as "a highly knowledgeable lawyer," whose "style of work is perfectly in line with our business needs.", Chambers Latin America
• “Clients single him out for his cross-border experience and highlight "his in-depth familiarity with taxation issues affecting foreign groups with operations in Brazil.”, Chambers Latin America