Guilherme Brafman

I have for many years acted for asset managers, banks, insurance companies, corporate finance houses, private equity investors and, increasingly, other investment funds of various sorts in relation to their businesses. My involvement has tended to be on the corporate and M&A sides, but making use of my knowledge of IT, systems, team moves (offensive and defensive), high-level hiring and firing and commercial contracts. This has required me to acquire familiarity with the regulatory framework and the issues around applying to become authorised as well as ceasing to be authorised.

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In order to gain an understanding of re-insurance and re-insurance agencies, I once shadowed an agent in the natural disaster sector for a number of weeks, prior to setting up a new re-insurance agency for a number of re-insurers. This entailed understanding concepts as to claims incurred but not reported, open years of account and a number of related issues that have been useful subsequently, for instance in advising an insurance company acquiring a portfolio of car insurance contracts. In the last few years, I have been involved in the establishment or purchase of private equity funds, as well as setting up a hedge-fund fund of funds, a systematic trading fund and the conversion of a hedge-fund from a corporate to a limited liability partnership. I have also had significant involvement with exiting partners from investment funds and other limited liability partnerships.

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I have been continuously involved in this dynamic and challenging sector since 1979, acting as adviser to top management in relation to all aspects of their businesses. In doing so, I have had to understand widely differing aspects of the sector, from head-hunting to market research on the one hand to digital media to copyright on the other. The sector is diverse, requiring knowledge of publishing, moral rights, merchandising and many other disparate activities. I have, for instance, acted for merchandising agents in relation to cartoon characters and celebrities as well as the more usual sort of brand owner (such as breweries which led to me being responsible for the contract relating to the distillation of a new brand of Gin).

This sector can cover a multitude of activities, most of which I would characterise and being either people businesses or businesses which exploit intellectual property rights (often both), and this is a sector I have been active in since I started to practice law. I have been extensively involved in capital raising for acquisitions of rights and in the investigation of businesses in this sector as a precursor to M&A transactions both a private and public company level. I have been involved in disputes arising in relation to marketing contracts and all aspects of legal counselling to marketing and communications businesses in relation to their commercial activities. I act for music publishers and businesses that exploit digital technologies and platforms and, increasingly, the Cloud.

My first involvement with advertising agencies and the law relating to advertising was in 1979 when, as a very young solicitor, I started to advise Grey Advertising Inc and the wider group in relation to its UK affairs. This involvement grew to what was essentially an external UK GC role which lasted until Grey ceased to be independent in 2004. I soon started acting for a many other ad agencies (in sectors as diverse as FMCG, healthcare, financial and recruitment), both above and below the line, media buyers and the occasional advertiser as well. Nowadays, I continue my involvement acting for the leading independent groups such as Mother. I have over 30 years experience of buying and selling companies in this sector, as well as advising on corporate, regulatory, copyright, clearance, disputes and high-level hiring and firing issues. I work closely with our Media, Brands and Technology group and act as the main bridge between them and our corporate practice.

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My work covers the gamut of corporate work, from internal governance, share issues, and share incentive schemes to capital raising, distributions, share buybacks and removal of directors. I have also for 30 years acted mainly on for buyers of private companies, but also for sellers, in a wide field of commercial activities, with sophisticated earn-out mechanisms as well as management freedom/restriction provisions. Increasingly, I am involved with limited liability partnerships and their own set of issues, advantages and disadvantages.

• Advising one of the major international agency groups in relation to divestiture of a group PR company by way of sale to management following a difference in strategic objectives
• Acting for the UK managers of a business in relation to a cross-border sale to a private equity buyer and subsequent management buy-in
• Acting for the sellers of a virtual desktop infrastructure company to a strategic buyer
• Advising the creative director of a well-known PR agency as to how to obtain a significant shareholding in the agency so as to give him a strategic investment, regulate management and potential exit, and managing the tax consequences.
• Advising secondary buyer of private equity investments in relation to exiting under-performing director/shareholder (as well as its funding rounds and acquisitions)
• Advising top level management and shareholders at a major advertising agency in relation to exit/partial exit issues
• Advising senior management of IT networking and outsourcing company in relation to strategic issues and relationship with private equity owner
• Advising major music publisher in relation to its reorganisation and disposal of non-core assets
• Advising in relation to several marketing services company start-ups

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