B3 has entered a partnership with ACX Group to create a trading platform for carbon credits, securities issued to neutralise greenhouse gases. B3 have stated that the partnership with global carbon credit trading platform ACX will give clients access to a centralised global order book connected to major global standards.
Campos Mello Advogados provided legal advice for B3 for the duration of this partnership.
“Beyond traditional legal counselling, central to our methodology is the recognition that in today’s dynamic business landscape, legal expertise alone is insufficient. Therefore, we usually place great emphasis on cultivating understanding of the different cultures and approaches involved, other knowledge sectors and markets involved in the transaction, which enable us to offer thorough advice that aligns with the client’s broader strategic objectives.”
Q&A with Renata Amorim
Renata, could you expand on what your role was and the responsibilities taken on by Campos Mello Advogados during this project?
From the initial kick-off phase, throughout the negotiation of the transaction documents and until the execution of the legal instruments, our main role during this process was to serve as strategic legal counsel for B3 to give them legal grounds to make the best commercial decisions.
Drawing upon the collective years of legal experience of the partners and associates of our firm, we worked closely with the client’s teams on navigating complex legal intricacies involved in negotiating this cross-border partnership to bring ACX trading platform to Brazil under the umbrella of B3’s exchange markets. This involved extensive due diligence work, complex contract negotiation, regulatory acumen from all sides, as well as continuous knowledge exchange between legal, finance, products, technical and IT teams.
In essence, our main role was to not only ensure optimal contract negotiations and compliance with the Brazilian Law, but also to optimize opportunities and mitigate risks inherent to the transaction, safeguarding the interests of B3 and facilitating a smooth negotiation and successful transaction.
With over 12 years of experience providing advice to companies for M&A and more, can you explain your process of due diligence when beginning a project like this?
Beyond traditional legal counselling, central to our methodology is the recognition that in today’s dynamic business landscape, legal expertise alone is insufficient. Therefore, we usually place great emphasis on cultivating understanding of the different cultures and approaches involved, other knowledge sectors and markets involved in the transaction, which enable us to offer thorough advice that aligns with the client’s broader strategic objectives.
When initiating due diligence procedures for projects similar to the B3 and ACX Group partnership, our approach is meticulously structured to ensure comprehensive understanding of the client’s main needs and scope of the transaction in order to provide a tailored legal assistance.
The kick-off meeting and first interactions between teams are imperative steps that allow us to delve deeper into the nuances of the project, and to have a better understanding of the business and activities carried out by the target company and of the respective stakeholders, which will serve as the basis for preparing a tailored list of documents to be requested during the due diligence process. Such first interactions also allow us to get to know the client’s appetite for risk and how the transaction fits into the company’s broader strategy, serving as the foundation upon which we build our roadmap.
Moreover, our multidisciplinary approach, informed by insights from diverse sectors and areas of practice enables us to offer bespoke legal guidance throughout the due diligence process.
Finally, our cooperation with DLA Piper adds a significant advantage to our services related to cross-border transactions. Leveraging this alliance, we can navigate complex regulatory frameworks, ensuring robust outcomes regardless of geographical boundaries. In essence, our due diligence and transactional works are characterized by strategic precision, tailored legal assistance, client-centricity, and a relentless pursuit for achieving the client’s goals.
Campos Mello Advogados, consider it a duty to support and contribute to society and local communities, can you tell us how the law firm gets involved, and how this transaction aligns with the values held by yourself and the firm?
We are committed to corporate social responsibility and consider it our duty to contribute to society in meaningful ways, beyond the confines of traditional legal practice.
Our transactional work and pro bono projects (in which our firm proudly invested 2,197 hours of work in 2023) are interconnected facets of our firm’s overarching commitment to making a meaningful and lasting difference locally and worldwide. For instance, our firm was involved in legal assistance to Arns Commission in a legal opinion to support the ADPF 709/DF regarding the invasion of the Yanomamis land and we have also been providing pro bono work, such as the legal assistance to Red Cross São Paulo on other matters relevant to the local community.
Regarding the transaction involving B3 and ACX, it certainly plays an important role, not only within the Brazilian market but also resonates strongly with the global green agenda. Moreover, as we believe in the integration of our institutional values into every aspect of our legal services, the scope of this transaction was fully aligned with our mission.
During our legal assistance, we actively applied several of our core values, such as commitment to effectiveness, empathy, excellence while providing high quality services, and leadership by example. We are pleased to see that this transaction reflected our dedication to achieving tangible results that not only benefit our clients but also contribute positively to the development of the local markets, as well as society and the environment. More than that, whilst we believe that our actions speak louder than words, through this transaction we have aimed to set a precedent for sustainable businesses that are yet to further develop in Brazil.
How do you ensure the relationships involved between the companies and your team remains positive throughout the partnership?
Maintaining positive relationships throughout negotiations is paramount to the success of any transaction. Our approach is deeply rooted in fostering an environment of mutual respect, constructive dialogue, and proactive engagement, ensuring that the interests of the client are addressed.
At the forefront of our strategy is the cultivation of positive relationships, even in the face of complex matters, intricating contractual framework and diverging interests. We prioritize maintaining open lines of communication and believe in engaging with all parties in a manner that upholds mutual respect. We believe this approach lays the groundwork for productive discussions and collaborative problem-solving.
Moreover, we always adopt a pro-deal approach while navigating potential points of contention with tact and diplomacy, recognizing the significance of a constructive dialogue. As flexibility and strategic positioning are also cornerstones of our approach, not only we seek to prioritize working on solving substantive matters over focusing on minor issues, avoiding the creation of unnecessary disputes that could strain relationships, but we also recognize the value of compromise and concession when reasonable whilst advocating for our clients’ interests.
In our view – and bearing in mind a comprehensive understanding of our clients’ priorities –, we believe this approach contributes substantially to ensuring productive negotiations and the overall success of the transaction, as knowing when to concede is as important as knowing when to draw hard lines.
In essence, our approach to negotiations is defined by a commitment to positive relationship-building, respect, constructive dialogue, and a pro-deal mindset. By prioritizing collaboration, flexibility, and pragmatism, we strive to navigate negotiations with efficiency and effectiveness, ultimately driving overall successful outcomes for the client.
Can you tell us about any current or upcoming projects that are exciting for yourself or the firm and what can we expect from you in the future?
As we look forward to this year, we are particularly excited about the myriad opportunities expected to emerge within the technology sector, as forecasts predict significant investments in technology. We have been working hard in the last years to reach our current strategic position and are able to leverage our expertise and to absorb any demand on transactional matters on the M&A, private equity, and venture capital sectors.
Additionally, the rapid advancement of new technologies, including artificial intelligence (AI), as well as the development of Brazilian technology hubs, continue to reshape industries and redefine business paradigms. We are actively engaged in matters in which understanding of legal implications and opportunities presented by these transformative technologies is paramount for a successful transaction. From navigating regulatory and complex contractual frameworks to advising on intellectual property protection, our firm is committed to empowering clients to harness the full potential of their products, investments, and business ventures, which often involves cutting-edge innovations.
Another area of immense interest and potential growth is the global carbon credit market, as Brazil holds great potential for it. Moreover, as governments worldwide intensify their focus on climate change mitigation, the demand for carbon credits is expected to soar. We are closely monitoring its expansion and the development of the recently enacted Brazilian legal framework.
In a nutshell, our dedication to delivering forward-thinking and strategic legal counsel remains unwavering, ensuring that our clients thrive in an increasingly dynamic global marketplace.