Insight

Why Cariola Díez Pérez-Cotapos Developed Its Own Legal Tech

Juan Pablo Matus of Cariola Díez Pérez-Cotapos, 2019 "Law Firm of the Year" award for Corporate and M&A Law in Chile, discusses his firm's joint venture with Cognitiva in creating Lexnova, a legal AI system.

Cariola Díez Pérez-Cotapos Interview
Best Lawyers

Best Lawyers

May 17, 2019 09:56 AM

For Cariola Díez Pérez-Cotapos, winner of the 2019 “Law Firm of the Year” award for Corporate and M&A Law in Chile, maintaining a competitive edge requires a continuous investment in their lawyers’ training and an expert focus on client relationships. In an interview with Best Lawyers CEO Phillip Greer, Cariola partner Juan Pablo Matus offers his account of the firm’s exceptional year.

What achievements are you most proud of from this past year that led to Cariola Díez Pérez-Cotapos being named a "Law Firm of the Year" for Corporate and M&A Law?

Juan Pablo Matus: We are proud that our firm advised the buyer companies in some of the most relevant M&A transactions of last year in Chile, such as the CDF and the Australis transactions. In the CDF case, we advised Turner International Latin America and in the Australis case, we advised Joyvio Group. Both transactions had an extended and complex negotiation period.

Your firm recently advised Turner International Latin America on their acquisition of Canal del Futbol. Can you tell us a little about the case and some of the strategies the firm uses when tackling a large international case like this one?

Our firm represented Turner in the acquisition of Canal del Fútbol (CDF) from the Chilean Football Association (ANFP) and Gestión de Televisión Limitada (GTV), and the transmission rights of the Chilean Football Leagues for the next 15 years. The value of the deal was approximately $1.2 billion.

The closing was subject to the completion of certain conditions, the most important being the approval of the transaction by the local Competition Agency.

The National Competition Agency (FNE) performed a detailed analysis of the transaction in a procedure which lasted around 10 months. This was the fourth transaction whose pre-merger investigation advanced to Phase II in Chilean current merger control system, the second transaction approved in Phase II and the first one approved conditionally (i.e. subject to mitigation measures) in such phase. The parties submitted a total of five proposals of mitigation measures to the FNE, in relation to which the FNE conducted two market tests, consisting of summoning third parties to receive their formal opinion about the parties’ proposal.

In this procedure, more than 15 companies submitted information and over 30 executives from both the parties and third parties appeared to declare before FNE staff. Economists from Chile, the United States, and the United Kingdom submitted reports or opinions about the transaction, the competitive risks identified by the FNE and the parties’ proposals of mitigation measures.

Both M&A and antitrust teams were actively involved in the procedure before the FNE, as the risks identified by the FNE and the mitigation measures offered by the parties encompassed several commercial and competition issues and elements.

Can you tell us about one or two of your other landmark cases?

We advised Joyvio Group Co., Ltd. (a subsidiary of Legend Holdings) in the purchase promise agreement to acquire the listed salmon producer Australis Seafoods S.A., in a deal worth approximately $880 million. This transaction would be settled through a tender offer for up to 100 percent of the shares of Australis. This transaction is subject to complying with conditions precedent, including regulatory approvals.

Also, we advised Accor in the acquisition of Atton Hoteles, a Chilean group with operations in Chile, Peru, Colombia, and Miami. The acquisition was made by Accor and Algeciras, a local company, will have a stake of 80 percent in the company holding the assets, and Accor will have the remaining 20 percent and will be the exclusive operator and manager of the hotels currently owned or being developed by the target. The value of this transaction was $365 million.

Both M&A and antitrust teams were actively involved in the procedure before the FNE, as the risks identified by the FNE and the mitigation measures offered by the parties encompassed several commercial and competition issues and elements.

Are there any other attorneys at your firm whom you would like to recognize who greatly assisted the firm in winning these decisions?

Yes, our senior partner Francisco Javier Illanes and our junior partner Pedro Lluch were particularly active in M&A work last year.

Does your firm encourage your attorneys to continue their legal education even after years of practicing law? What resources do you provide for attorneys interested in ongoing education in law or in developing other professional skills?

Yes, in Chile and abroad. They participate in conferences and seminars as speakers and carry out postgraduate studies abroad specially in the United States, England, and Europe. Our lawyers also spent time abroad training with international law firms. So, this enhanced their foreign language skills as well as their exposure to the international legal environment.

Can you tell us a little about your firm’s partnerships with local universities and law students?

Our firm has a permanent and relevant dedication to pro bono work. We have a pro bono committee led by a partner and a senior associate. We are members of the Pro Bono Foundation and also of TrustLaw, a Thomson Reuters Foundation's global pro bono legal program. Pro bono work is highly appreciated by our attorneys and is considered in the evaluation of our associates.

We have scholarship programs for law students at the Universidad de Chile and the Pontificia Universidad Católica de Chile law schools.

In what ways has technology affected Corporate and M&A Law?

I would say that being up to date in technology infrastructure is key to provide an excellent and on-time service to our clients.

On the technology side, our firm has an alliance with Cognitiva, an IBM partner, at the forefront of developing solutions using artificial intelligence in Spanish, primarily using Watson technology. As a result of this alliance, our firm and Cognitiva created a joint venture called Lexnova, which will provide innovative products and services in all the Spanish-speaking countries of Latin America, using artificial intelligence.

How does Cariola Díez Pérez-Cotapos stay agile against competitors in Corporate and M&A Law?

We always focus on the quality of our attorneys. If we want to stay agile against competitors, we need to have the best available legal team not only in Corporate and M&A but also in all practice areas.

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