Vanessa represents companies, financial institutions and investors on a wide range of capital markets transactions and corporate matters. Her experience includes public and private offerings of equity and debt securities in Brazil and abroad, as well as corporate transactions involving public companies. She counsels public companies on regulatory, self-regulatory and corporate governance matters.
Vanessa’s international experience includes working as an intern at the Securities and Exchange Commission (SEC) in the United States, and as an international associate in the New York office of Simpson Thacher & Bartlett LLP.
Bachelor of Laws – Pontifícia Universidade Católica de São Paulo (PUC-SP);
Master of Laws (LL.M.) – Stanford Law School, USA;
Graduate Degree in Business Administration – Fundação Getúlio Vargas (FGV);
Graduate Degree in Corporate Governance – School of Continuing and Professional Studies, New York University, USA.
Análise Advocacia 500 – Financial Transactions (2019 and 2020), Corporate (2019 and 2020), Healthcare (2020), and São Paulo (2020);
Chambers Global – Capital Markets (2016 to 2021);
Chambers Brazil (former Latin America) – Capital Markets (2016 to 2021);
Expert Guides – Women in Business Law – Capital Markets (2021);
IFLR 1000 – Notable Practitioner (2016 to 2021);
LACCA Approved – Capital Markets (2020 e 2021);
Latin Lawyer 250 – Capital Markets (2014, 2020 e 2021);
The Legal 500 – Next generation lawyers: Capital Markets (2017 to 2021);
Who’s Who Legal Brazil – Capital Markets (2020).
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On the back of a nine-partner promotion last week, Brazil’s Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados has added further firepower by hiring a capital markets partner from Lobo de Rizzo Advogados.
Caio Cossermelli is joining the firm today, taking Mattos Filho’s partner count to 118.
Click here and learn more.
SUSEP proposes to make financing rules of the insurance market more flexible through subordinated debts
On August 12, 2020, the Brazilian Private Insurance Authority (SUSEP) opened a public consultation to receive suggestions from the market on the draft resolution, which, if approved, will allow insurers, open private pension entities, savings companies, and local reinsurers (all together, “regulated companies”) to raise funds through the issuance of subordinated debts.
The proposed rule defines subordinated debts as “debentures or any other debt instrument, issued by a regulated company, whose guarantee is conditioned to the payment of other liabilities”. In the event of the issuer’s liquidation, SUSEP proposes that the related debt instruments be paid after the settlement of the other liabilities, having preference only over the shareholders regarding the remaining assets, if any. In addition, the debt instrument must also prevent any payments from being carried out to the related creditors, including the principal amount owed upon maturity of the underlying debt, in the event of issuer’s lack of liquidity, solvency, and sufficiency of technical provisions, even when these situations potentially arise from the respective debt payment. It is also worth mentioning that SUSEP will have the power to suspend, for a defined term, any payments to creditors, including the principal amount owed upon maturity of the debt, in order to safeguard the rights of insureds, policyholders, beneficiaries, assisted individuals and saving bondholders, as well as of pension plan members, provided that such suspension is based on a technical analysis.
This is an old claim from the market, which had restrictions in terms of raising funds from third parties other than capital contributions by its shareholders. Once the new rule is approved, the insurance market may finance itself with third parties, including in the national and international capital markets, subject to the restrictions below, leading to an increase in the financing options availability and a possible and desired reduction of cost. This measure will allow national or international groups to manage a single cash flow in a faster and more efficient manner.
Here are some highlights:
(i) Operations Registration System (“SRO“): only the regulated companies that, on an optional or mandatory basis, have started registering their operations in the SRO may issue subordinated debts (working as an incentive to adhere to the SRO);
(ii) S4 Prohibition: subordinated debts cannot be issued by regulated companies which are classified as “S4 segment”, such as smaller insurers or monolines that operate, for instance, in microinsurance;
(iii) Corporate Approvals: the general shareholders’ meeting of the regulated company must resolve on the issuance of the subordinated debt and set its conditions and criteria, while the latter’s Board of Directors may, when applicable, authorize the issuance of debts not convertible into shares, as well as fix its conditions and criteria;
(iv) Deed: the deed which details the issuance of the subordinated debt, as well as any related advertising materials, must contain a specific chapter called “Subordination Center” (in Portuguese, ‘Núcleo de Subordinação‘) with clauses that evidence compliance with the specific requirements set forth in the applicable regulation;
(v) Reporting to SUSEP: the regulated companies must inform SUSEP in advance about the issuance of a subordinated debt; however, it is not necessary to obtain any prior approval from the said local authority; and
(vi) Term: encouraging long-term indebtedness, the draft resolution establishes a minimum term of 5 years, prohibiting partial amortizations during this period.
The possibility of issuing subordinated debts is an innovative measure of the insurance market, bringing it closer to the financial and capital markets. This is an additional step that SUSEP is taking to place Brazil in the same level of most developed international markets.
The public consultation will last 30 days, as from August 13, 2020, and is available at http://susep.gov.br/menu/atos-normativos/normas-em-consulta-publica.
Mattos Filho’s lawyers are available to answer any questions regarding SUSEP’s draft resolution. In any case, we will continue to monitor this issue closely and inform you in the event of new developments.
Simpson Thacher & Bartlett LLP in São Paulo and New York and Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados in São Paulo have helped Brazilian jewellery retailer Vivara raise 2.3 billion reais (US$561 million) in an IPO on São Paulo’s B3 stock exchange. Click here and learn more.
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