OUR FIRM
Founded in 1944, Gross Brown is recognized as one of the most prestigious full-service law firms in Paraguay.
Our Firm focuses on providing comprehensive legal advice with a global perspective to financial and commercial companies, non-profit organizations and individuals. Our services include personalized and tailored solutions to our clients’ specific needs.
Over several decades, we have formed a team of highly specialized lawyers in different areas of practice. This allowed Gross Brown to cover a wide range of legal services and to satisfy from the most basic to the most complex requests of our clients.
We also believe that the professional practice of law involves a social responsibility: a need to act proactively and positively within the community for the benefit of our society. This has pushed us to promote our pro bono services in order to assist those with limited resources in need for legal services.
PRACTICE AREAS
The Firm’s full range of services includes corporate and commercial law, banking and finance, litigation, labor, intellectual property and tax law.
The Firm has a strong expertise in mergers and acquisitions (M&A), having led important M&A transactions for companies such as Banco BBVA Paraguay, SBA Communications, Telepizza, CEFISA, Ufinet Paraguay, HSBC, CCU, Shell Petroleum, Petróleos Brasileiros (Petrobras), ABN AMRO, Rabo Bank, N.V., among others.
We also advise numerous international and local companies in the execution of joint venture agreements, as well as franchise, distribution, agency and representation agreements.
In addition, the Firm acts on behalf of its clients in court litigation, arbitration and mediation process with an excellent track record.
We pioneered as the only firm that has advised in the structuring and development of Paraguay’s biggest infrastructure projects, both public and private, advising in all public works with secured financing contracts under Law 5074/13 and also under the Public Private Partnership Law.
We also have a strong expertise in domestic and international capital markets (debt and equity), including Reg S and Rule 144A securities transactions.
We have acted as legal counsel in the most important financial transactions of our market, which has allowed us to position our Firm’s banking and finance practice as number 1 in all major rankings.
We have prior experience advising family businesses with their estate planning to ensure their assets are correctly protected, administered and distributed, for which we have put in place mechanisms to assist in a family’s inheritance, including the preparation of wills and trusts.
Our Tax and Labor Departments complement the services rendered by the Firm, providing a comprehensive service to our clients which has given us a privileged position as a “full service” firm in the Paraguayan market.
Our Intellectual Property Department focuses in giving smart and practical advice to protect our clients’ rights from any type of infringement.
MAJOR TRANSACTIONS
Corporate and M&A
a) Advising Credicentro S.A.E.C.A. on its merger with Crediplus, Pasfin and LCR (2020).
b) Advising BBVA on the sale of 100% of its capital in BBVA Paraguay S.A. to Banco GNB Paraguay S.A., an affiliate of Grupo Financiero Gilinski (2019).
c) Advising Credicentro S.A.E.C.A. on its merger with Crediplus S.A. (2019).
d) Advising Cinven on its sale of shares of Ufinet Latam SLU (2018).
e) Advising Telepizza S.A.U. on the asset acquisition of a renowned local pizza chain in Paraguay and in the acquisition of 51% stake of a corporation in Paraguay to develop Telepizza’s chain in the local market (2017).
f) Advising the Gunvor Group Ltd. (based in Switzerland) on the purchase of a 40% equity stake in Monte Alegre S.A., a Paraguayan energy company (2016).
g) Advising UFINET on the asset and share purchase of a local telecoms company (2016).
h) Advising Compañía Cervecerías Unidas S.A. (CCU), a major Chilean and Argentinean beverages company, in acquiring a relevant stake in Bebidas del Paraguay S.A. and Distribuidora del Paraguay S.A., one of the largest beverage businesses in the country (2013).
i) Advising the HSBC Group on the sale of HSBC Bank Paraguay S.A. to the GNB Group of Colombia in a simultaneous, multi-jurisdictional regional sale of its financial business (2012).
j) Advising Southern Cross Capital Management, a private equity fund, on the acquisition of an equity stake in Ultrapetrol (Bahamas) Limited (2012).
Banking and Finance
a) Regular day to day advice to Citibank N.A. – Paraguay branch on their banking activities in Paraguay (1958-Present).
b) Regular day to day advice to BBVA Paraguay S.A. on their banking activities in Paraguay (Present).
c) Advising the Multilateral Investment Guarantee Agency (MIGA) as lender, CITIBANK N.A. as MIGA Facility Agent, Mandated Lead Arranger and MIGA Facility Lender and COMMERZBANK A.G. as Arranger and MIGA Facility Lender, on a USD 100 Million loan to Banco Nacional de Fomento (2021).
d) Advising Sudameris S.A.E.C.A., as arranger, on the USD 100 Million syndicated secured loan for the construction of a cement plant for Cementos Concepción S.A.E. (CECON) in the city of Concepción (2021).
e) Advising a syndicate of banks led by Itaú BBA in a financing to Yguazu Cementos S.A. and the minority holding group, for the acquisition of the majority stake and refinancing of long-term debt (2020).
f) Advising the sole electricity public utility - ANDE, as lender on a USD 94 Million facility agreement with the European Investment Bank.
g) Advising Rabobank on several cross-border finance transactions in pre-export facilities (2019).
h) Advising Innovatus Partner Capital LLC on a cross-border finance transaction in pre-export facilities (2019).
i) Advising Citibank N.A., as arranger and lender, on the structuring and execution of a USD 75 Million secured syndicated loan for the construction and development of an ethanol processing plant for INPASA del Paraguay S.A. secured with offtake and property pledges and mortgages (2019).
j) Advising Telefónica Celular del Paraguay S.A. (a Millicom subsidiary), as borrower, on an up to USD 70 Million loan agreement for the expansion of its telecommunications network in four of Paraguay’s largest cities. This loan was guaranteed by the Inter-American Development Bank (2017).
Project Finance
a) Advising IDB and IDB Invest, as guarantors and lenders, on a USD 200 million tranche of the long-term project financing of the Public Private Partnership Project for the reconstruction, refurbishing, management, and operation of Routes 2 and 7 (2019).
b) Advising UBS Group on the project financing of the Loma Plata – Carmelo Peralta Route, under the turnkey projects scheme (Law 5074). This transaction included a USD 443 Million bond issuance under Reg S/Rule 144A (2019).
c) Advising Goldman Sachs as arranger on the long-term project financing of the Public Private Partnership Project for the reconstruction, refurbishing, management, and operation of Routes 2 and 7. This transaction included a USD 458 Million bond issuance under Reg S/Rule 144A, secured with a Letter of Credit issued by IDB invest acting as ECA for the issuer (2019).
d) Advising the Inter-American Development Bank and the Inter-American Investment Corporation, as guarantors and lenders, on the USD 200 Million long-term project financing of the Public Private Partnership Project for the reconstruction, refurbishing, management and operation of Routes 2 and 7. This transaction was secured with offtakes and a collateral trusts containing a range of credit rights and property rights, as well as controlling cashflows of the borrower (2019).
e) Advising IDB and IDB Invest, as guarantors and lenders, on a USD 200 million tranche of the long-term project financing of the Public Private Partnership Project for the reconstruction, refurbishing, management, and operation of Routes 2 and 7 (2019).
f) Advising Goldman Sachs as arranger on the long-term project financing of the Public Private Partnership Project for the reconstruction, refurbishing, management, and operation of Routes 2 and 7. This transaction included a USD 458 Million bond issuance under Reg S/Rule 144A, secured with a Letter of Credit issued by IDB invest acting as ECA for the issuer (2019).
g) Advising Goldman Sachs as arranger, on a USD 50 Million syndicated loan for the project financing of Paraguay’s first-ever Paraguayan Public-Private Partnership Project for the reconstruction, refurbishing, management and operation of Routes 2 and 7 (2018).
h) Advising an international investment bank on the USD 600 Million project financing of the construction of the sewage systems and wastewater treatment plants in the metropolitan area of Asunción, under the turnkey projects scheme (Law 5074). This project was going to involve a multi-source financing and a capital markets component. This project was terminated by the Government of Paraguay before closing (2017).
i) Advising an international bank in connection with the USD 596 Million project financing of Paraguay’s Route 9, under the turnkey projects scheme (Law 5074). This project was terminated by the Government of Paraguay before closing (2016).
Capital Markets (including Sovereign Bonds)
a) Advising Citigroup Global Markets, Itaú BBA USA Securities, and Santander Investment Securities as initial purchasers of the Republic of Paraguay’s tenth sovereign bond offering of (i) USD 225,858,000 principal amount of a further issuance of the Republic’s 5.400% Bonds due 2050 and (ii) USD 600 Million principal amount of the Republic’s 2.739% Bonds due 2033; and as dealer managers in connection with the repurchase of the Republic’s 4.625% Bonds due 2023 for a maximum amount of USD 338,506,000 (2021).
b) Advising Citigroup Global Markets Inc., Goldman Sachs, Itau BBA USA Securities, Inc., and Santander Investment Securities Inc. as underwriters on the USD 1 Billion, nineth sovereign bond issuance of the Republic of Paraguay under Reg S/Rule 144A (2020).
c) Advising Goldman Sachs, Itau BBA USA Securities, Inc. and Morgan Stanley as underwriters on the eighth sovereign bond issuance of the Republic of Paraguay under Reg S/Rule 144A (2020).
d) Daiwa Capital Markets America Inc., Citigroup Global Markets Limited, Goldman Sachs International and Nomura International on the USD 750 million bond issuance by Corporación Andina de Fomento (CAF) (2020).
e) Advising Telefónica Celular del Paraguay S.A. (a Millicom subsidiary), as issuer, on a USD 300 Million bond issuance under Reg S/Rule 144A (2019).
f) Advising Citigroup Global Markets Inc., Goldman Sachs and Morgan Stanley as underwriters on the seventh sovereign bond issuance of the Republic of Paraguay under Reg S/Rule 144A (2019).
g) Advising Citigroup Global Markets Inc. and J.P. Morgan Securities LLC as underwriters on the sixth sovereign bond issuance of the Republic of Paraguay under Reg S/Rule 144A (2018).
h) Advising Citigroup Global Markets Inc. as initial purchaser on the fifth sovereign bond issuance of the Republic of Paraguay under Reg S/Rule 144A (2017).
i) Advising Barclays Bank PLC, Citigroup Global Markets, HSBC Securities (USA), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of several underwriters in relation to the USD 1.25 Billion notes issuance by Corporación Andina de Fomento (CAF) (2016).
j) Advising BBVA Paraguay S.A., as issuer, on a USD 100 Million bond issuance under Reg S/Rule 144A (2016).
Construction and Real Estate
a) Advising la Fábrica Social on the applicable regulatory framework to set up its business of removable houses so that people with limited resources can have access to decent housing (2020).
b) Drafting of the tender documents for the execution of the "Construction and equipment for the San José nursing home" in the city of Luque, which was used to carry out a private tender (2016).
c) Drafting of the tender documents (and ancillary documentation), jointly with Estudio Sigal from Argentina, for the construction of the (i) Hotel Esplendor Asunción, (ii) Hotel Dazzler Asunción, (iii) Palacio de los Patos 1, and (iv) Palacio de los Patos 2 (2013 – ongoing).
d) Drafting of the tender documents (and ancillary documentation) for the construction of a nine-story residential building called “Voyant Carmelitas” (2015).
Aviation
a) Flybondi on setting up its regular commercial passenger and cargo air services operations in Paraguay, including the incorporation of a branch, the procurement of the administrative governmental permits and recurring advice on its daily operations (2017 - ongoing).
b) Buquebus (BQB) on setting up its regular commercial passenger and cargo air services operations in Paraguay, including the incorporation of a branch, the procurement of the administrative governmental permits and recurring advice on its daily operations (2010 - 2016).
c) Chilejet S.A. on the procurement of the administrative governmental permits for non-regular, charter, commercial flights (2016).
d) Buquebus (BQB) on certain aspects of their wet lease operations with Amaszonas Bolivia (2015).
e) Lan Cargo S.A. on their wet lease operations in Paraguay (2012).
Telecommunications
a) Ufinet Paraguay S.A. on their ongoing fiber capacity operations in Paraguay (2017 - ongoing).
b) Albavision’s broadcast TV affiliates in Paraguay (SNT Cerro Corá, Paravisión, Televisora del Este, Televisora Itapúa and CN TV) on all corporate, commercial and regulatory matters.
c) Albavision’s FM radio affiliates in Paraguay (RQP FM – 94.3 MHz) on all corporate, commercial and regulatory matters.
Energy Law
a) Advising President Energy PLC and its local subsidiary President Energy Paraguay S.A. in regulatory compliance matters concerning its oil and gas permits and concession agreements (2021).
b) Petrobras on their regular fuel distribution, transportation and sale business (2005-2019).
c) Shell on their regular fuel distribution, transportation and sale business (1953-2005).
Agribusiness
a) Commercial and tax advice to Archer Daniels Midland Company (ADM) in connection with the purchase and sale and export of goods in Paraguay.
b) Commercial and tax advice to Cofco Group in connection with the purchase and sale and export of soybeans in Paraguay.
c) Agrofuturo in connection with their agrochemical production, distribution and sale business in Paraguay and abroad.
Tax Law
a) Advising BBVA on all tax matters related to the sale of 100% of its capital in BBVA Paraguay S.A. to Banco GNB Paraguay S.A., a unit of Grupo Financiero Gilinski (2019).
b) Advising BBVA Paraguay S.A. and Citibank N.A. – Paraguay Branch, and the National Banks Association on the tax impact of its financial transactions.
c) Advising several foreign companies in the tax implications of management compensation plans such as restricted stock units and stock options, employee stock purchase plans, etc.
Pharma
a) Advising Milvik AB on their development of the BIMA Mobile pre-paid health insurance solution in Paraguay and their insurance brokerage business in Paraguay (2017-2021).
Bankruptcy, Insolvency, Restructuring
a) Advising the Central Bank of Paraguay on the administrative dissolution (proceso de resolución) of Agrofinanciera Chaco, S.A. (2011).
Intellectual Property and Entertainment
a) Advising Paraguayan audiovisual authors in the creation of their national collective management society Creadores PY.
b) Advising FRUTIKA SRL in the registration of its intellectual property assets worldwide and managing its portfolio.
c) Advising Al Mango Producciones – a Paraguayan film production company, for the filming and production of OPUS VR, a mini-series filmed in 360 degrees.
Insurance Law
Corporate and regulatory advice to (Swiss Re, Munich Re and Partner Re) to several insurance and reinsurance companies before the Paraguayan Insurance Regulatory (Superintendencia de Seguros).
Compliance and AML
Providing comprehensive and detailed compliance, Anti-Money Laundering/Combating the Financing of Terrorism (AML/CFT) advice to a number of national and international clients, including drafting of legal memos and answering jurisdictional questionnaires on the matter.
Distribution Law
Counseling local and international companies on the drafting, negotiation and management of their agency, distribution and representation agreements in Paraguay.
Arbitration
Acting as legal counsel for local and international companies on their arbitration proceedings in Paraguay.
Consumer Protection
Providing comprehensive and detailed consumer protection advice to several national and international clients, including drafting of legal memos and answering jurisdictional questionnaires on the matter.
Antitrust
Assisting local and international companies on drafting, filing and administering anti-competitive conduct claims and merger control filings and before the antitrust agency (CONACOM).
Public Contracting
Advising several local and international clients on the submission of bids, creation of consortiums and joint ventures and execution of public contracts with the State of Paraguay.
MEMBERS
OPPORTUNITIES
If you are interested in working with us, please send us your Resume and a brief cover letter: rrhh@grossbrown.com.py
AWARDS
The quality of our services has been recognized and awarded by our clients and by the international market:
Debt and Equity – Linked Deal of the Year (Americas) BBVA Senior Notes Offering.
Americas Awards 2012. International Finance Law Review.
Law Firm of the Year: Paraguay.
International Finance Law Review. Americas Awards 2012 Winners.
Recommended firm
Latin Lawyer 250 (2012, 2013, 2014).
Tier 1 Financial & Corporate.
International Finance Law Review (2012, 2013, 2014, 2015).
Tier 1 Firm Corporate & Commercial.
Chambers & Partners Latin America Guide (2012, 2013, 2014, 2015, 2019,2020).
Tier 1 Firm Banking & Finance.
Chambers & Partners Latin America Guide (2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020).
Paraguayan Law Firm of the Year
Chambers & Partners Latin Americas Award (2011, 2013, 2015, 2016, 2019).
Tier 1 Dispute Resolution.
Chambers & Partners Latin America Guide (2019).
DOING BUSINESS
GENDER EQUALITY
Advancing on gender equality and promoting diversity are amongst Gross Brown’s top priorities. We are committed to build diversity and inclusion policies, and work to make them real. Our final goal is to close the gender gap and ensure equal opportunities for everyone both within our Firm and in society.
Our diversity & inclusion strategy includes three key points of focus:
- Improving the representation of women and minorities in management.
- Challenging harmful social norms, practices and stereotypes and set forth strict policies to avoid them.
- Providing women with the training, experience and tools they need to succeed both within and outside our Firm.
Materials
PRO BONO
In line with our commitment to contribute to the construction of a fairer society, our Firm is actively engaged in a pro bono program that provides legal assistance at no cost to the most vulnerable sectors of the Paraguayan society, including individuals, associations and community groups.
To this end, Gross Brown has signed the Commitment Letter of the “Pro Bono Program for Legal Volunteers” (“Programa de Abogacía Pro Bono – Voluntarios Legales”) and the “Pro Bono Work Declaration for the Americas” (“Declaración del trabajo Pro Bono para el Continente Americano”).
The goal of thePro Bono Program for Legal Volunteers is to develop the pro bono culture in the Paraguayan legal sector, through a system of optional free legal assistance based on the assignment of cases within the Pro Bono Network.
The goal of the Pro Bono Declaration is to set forth the rules that will regulate the responsibility of the lawyers involved in the Pro Bono network. With the signature of this Declaration, the signatories commit to perform minimum hours of pro bono work.
Our Firm has a Pro Bono Department led by Partner Eduardo Gross Brown, along with other lawyers and paralegals in charge of receiving the service requests, and distributing the pro bono cases to lawyers of our Firm, who are strongly committed to the program.
The Firm has signed a pro bono work commitment with the nonprofit association “Pequeño Cottolengo – Obra Don Orione” (dedicated to assisting poor handicapped people) to render legal counseling to individuals who are assisted by said nonprofit association.