Sanjiv K.Kapur

Partner

(T) 55.11.3018.3911

Currently based in Brazil and fluent in Portuguese, Spanish, German, French, and Hindi, Sanjiv Kapur has worked for over three decades on groundbreaking cross-border M&A transactions in Latin America, Europe, and Asia. Sanjiv uses his cross-cultural language skills, acumen related to foreign legal principles, and international commercial experience to develop flexible creative solutions for clients.

Sanjiv's diverse experience includes advising clients on acquiring a minority interest, with the benefit of stockholder agreement protections, in a publicly traded Brazilian agricultural products company; negotiating a strategic alliance across continents for the development and commercialization of pharmaceuticals; buying the talent, intellectual property rights, and assets of a start-up technology business active in more than 15 countries; and executing the purchase or sale of global businesses involving telecommunication licenses, mining concessions, products registrations, or other government licenses and permits. Additionally, he often deals with commercial agency and distribution agreements, licensing arrangements, governance and compliance issues, and employment and labor law issues.

Clients that Sanjiv has worked with include Astellas, Babcock & Wilcox, Bayer AG, Boehringer Ingelheim, Bunge, Calgon Carbon, Cleveland Cliffs, Cooper Tire, Enjoy S.A., Entravision, ETS, Goodyear, Harris Corporation, Infinite Computers, Marubeni, Parker Hannifin, Potash Corp. of Saskatchewan, RPM, Sherwin-Williams, Sumitomo Mitsui, SunGard, Toshiba, and UPL.

Sanjiv has served on the board of numerous organizations, including Notre Dame College, CIPUSA, Case Western Reserve University International Visiting Committee, Cuyahoga County Public Library, and the City Club of Cleveland. He recently taught a course on mergers & acquisition at the FGV University in São Paulo.

Experience

UPL acquires Arysta LifeScience from Platform Specialty Products Corporation for $4.2 billion
Jones Day advised UPL Limited ("UPL"), a leading global generic agrochemical company based in India, in connection with its subsidiary, UPL Corporation Limited’s, US$4.2 billion acquisition and related $3 billion term financing of Arysta Lifescience Inc. (“Arysta”), a global provider of crop protection solutions, including bio-solutions and seed treatment, from NYSE listed Platform Specialty Products Corporation (“Platform”).

Lennox International sells its Brazilian refrigeration business to Elgin S.A.
Jones Day advised Lennox International Inc., a global manufacturer of heating, ventilation, air conditioning, and refrigeration products, in the auction and sale of its Brazilian refrigeration business (doing business as "Heatcraft do Brazil") to Elgin S.A., a Brazilian-based commercial products manufacturer.

Enjoy acquires remaining 55 percent share in Punta del Este Conrad for $180 million
Jones Day advised Enjoy S.A. in its $180 million acquisition of the remaining 55 percent share in Punta del Este Conrad in Uruguay from Baluma Holdings S.A.

Enjoy S.A. completes $300 million Rule 144A and Reg S offering
Jones Day represented Enjoy S.A., a leading casino and hotel operator in South America, in its inaugural international debt offering.

Entravision Communications acquires Headway
Jones Day advised Entravision Communications Corporation in its acquisition of Headway, a leading provider of mobile, programmatic, data, and performance digital marketing solutions primarily in Argentina, Mexico, and the rest of Latin America, the United States, Spain, and Israel.

Wendy's forms joint venture in Brazil to open restaurants in São Paulo
Jones Day advised The Wendy's Company in establishing a franchise relationship with The Starboard Group, a large Wendy's franchise, and Infinity Services Ltda, a Brazil based restaurant investment company, and setting up a joint venture in Brazil with the intention to operate various Wendy's restaurants.

GfK sells animal and crop health division
Jones Day is representing GfK SE, a market research provider, in connection with the sale of its global animal and crop health division to a consortium consisting of Inflexion, a private equity investor, and the current management.

Bunge and Solazyme expand joint venture to make oils from renewable sources using microbes
Jones Day assisted Bunge Global Innovation, LLC in renegotiating its joint venture agreements with Solazyme, Inc. in the Netherlands and Brazil to, among other things, expand the products to be made and the geographies and manner in which all such products will be sold.

Potash Corporation acquires 9.5 percent stake in Fertilizantes Heringer
Jones Day advised the Potash Corporation of Saskatchewan, Inc. in its acquisition of a 9.5 percent stake in Fertilizantes Heringer S.A., a leading producer and distributor of fertilizer in Brazil, whose shares are publicly traded on the Novo Mercado segment of the BM&FBovespa.

Crowne Group acquires Trico Products
Jones Day advised Crowne Group LLC, a leading manufacturer and distributor of both aftermarket and original equipment manufacturer component parts for the automotive and other industrial equipment markets, in connection with the acquisition and related financing of Trico Products Corporation.

Multinational corporation conducts internal investigation of Brazil operation
Jones Day conducted a targeted investigation of alleged misconduct and potential violations of the Foreign Corrupt Practices Act in a multinational corporation’s Brazilian operation.

RPM acquires Brazilian waterproofing products manufacturer Betumat Quimica
Jones Day advised RPM International Inc. in the acquisition by Viapol Ltda., part of The Euclid Chemical Company and RPM's Performance Coatings Group, in the acquisition of Betumat Química Ltda., a waterproofing products manufacturer based in Candeias (Bahia), Brazil.

Garden City Group advises in Lupatech restructure of some US$300 million worth of debt as part of reorganization plan
Jones Day advised The Garden City Group in connection with Lupatech S.A.'s extrajudicial reorganization plan aimed at restructuring some US$300 million worth of debt approved by the Brazilian court.

DDR successfully sells 50 percent interest in Sonae Sierra Brazil BV Sarl to Alexander Otto and his affiliates for $344 million
Jones Day advised DDR Corp., a self-administered and self-managed real estate investment trust, in the sale of its 50 percent ownership interest in Sonae Sierra Brazil BV Sarl, a Luxembourg company, to Mr. Alexander Otto and his affiliates for $344 million.

Enjoy acquires 45 percent of Baluma for $139.5 million
Jones Day advised Enjoy S.A. in its acquisition of 45 percent of Baluma S.A., the Caesars Entertainment Corporation subsidiary which owns and operates the Conrad Punta Del Este Resort and Casino in Punta Del Este, Uruguay for $139.5 million in cash and stock.

Harris Corporation sells Broadcast Communications to Gores Group for $225 million
Jones Day advised Harris Corporation, an international communications and information technology company, in connection with the sale of its global Broadcast Communications Division to The Gores Group for $225 million consisting of $160 million in cash, a $15 million subordinated promissory note, and up to $50 million in an earnout.

The Monier Group sells 51% stake in Brazilian solar thermal systems manufacturer Heliotek to Bosch Thermotechnology
Jones Day advised The Monier Group, one of the world's leading suppliers of building materials for pitched roofs, in the sale of its 51% stake in Heliotek, a Brazilian manufacturer of solar thermal systems, to Bosch Thermotechnology.

Bayer CropScience acquires biological pest management company AgraQuest for $425 million (€340 million)
Jones Day advised Bayer CropScience in its acquisition of AgraQuest, Inc. and its Mexican subsidiary, AgraQuest de Mexico S.A. de C.V. for $425 million (€340 million) plus milestone payments.

RPM International acquires Viapol
Jones Day advised RPM International Inc. in its acquisition of Viapol Limitada.

Bunge forms JV in Brazil to make oil from sugar cane
Jones Day represented in the formation of a joint venture with Solazyme, Inc. to build, own and operate a commercial-scale renewable oils production facility adjacent to Bunge’s Moema sugarcane mill in Brazil.

Additional Publications

  • September 1, 2016When Acquiring Know What You're Getting, Latin Trade
  • Third QuarterFIN 48 is no Fun for Sellers of Brazilian Companies with Uncertain Tax Positions, Revista Comercialista, Vol. 9
  • March 2012The Multimillion Dollar Legal Pitfalls of Using Sales Agents in Brazil, Latin American Law & Business Report
  • Summer 2003Structuring and Negotiating International Joint Ventures: Anecdotal Evidence from a Large Law Firm Practice
  • April 1999El problema del año 2000 y juicios en EU (The Status Of Year 2000 Litigation In The United States), coauthor, El Financiero

Speaking Engagements

  • June 28-July 1, 2018South Asian Bar Association of North America, Panel Moderator on Global M&A Transactions In An Era Of Enhanced Compliance Enforcement
  • November 6, 2017Sugar and Ethanol Week Brazil - 2017, speaker, Agribusiness Financing
  • December 6, 2016Diligence in Cross Border Transactions in Light of the FCPA, speaker, Brazil Chapter of the New York State Bar Association:
  • November 3, 2016NAPABA 2016 Convention. Cross Border Transactions: A Practitioners Perspective of Melding Business and Legal Cultures
  • December 4, 2015Developments in Tender Offers and Other Public M&A, panelist, Latin Lawyer 6th Annual M&A Conference
  • October 28, 2015Participation in Panel entitled Os formatos de distratos adotados pelos Estado Unidos, Espanha e Portugal, presented by O Sindicato de Construção and Federação Internacional Imobiliária
  • October 15, 2015How Anticorruption Efforts are Changing the M&A Landscape in Latin America, New York State Bar Association's Reforming, Regrouping, Recycling: Brazil's Recent Developments and Opportunities for Latin America Amidst Global Challenges program
  • September 15, 2015International Business Law Career Day, Private International Law Panel, Case Western Reserve University School of Law
  • May 21, 2015Cross Cultural Litigation and Investigation - Recognizing and Overcoming Legal and Cultural Hurdles, ABA 2015 Program
  • February 27, 2015FCPA in Brazil and Foreign Examples, Portuguese Brazilian Chamber of Commerce
  • February 9, 2015Legal and Economic Developments in Brazil, Cleveland Metropolitan Bar Association
  • September 23, 2013Panel on International Law Careers in the Private Sector at Case Western Reserve University
  • June 22, 2013The Foreign Corrupt Practices Act: A Renewed Focus on Anticorruption
  • February 23, 2013Business of Law: Working with International and Domestic Businesses
  • November 29, 2012International Investigations in the Age of the Whistleblower
  • November 16, 2012Dealmaking in Emerging Markets: Doing Business In and With BRIC Countries (NAPABA)
  • September 25, 2012Pursuing an International Law Career in the Private Sector, Case Western Reserve School of Law
  • June 29, 2012Breaking Ground for International M&A: Issues and Concerns in Cross Border Transactions
  • April 20, 2012Market Access for Foreign Lawyers: Distilling Positions in Search of the Truth
  • March 21, 2012South America: Practical Consideration for Lawyers
  • March 8, 2012Doing Business in Brazil
  • November 17, 2011NASABA: Is YourCase Sustainable in the Global Economy? Language, Service of Process, Discovery, Enforcement and Other Issues to Consider When Foreign Parties are Involved
  • June 25, 2011Legal Considerations in Investing and Doing Business in Brazil and Latin America
  • March 2, 2011Brazil: Opportunities and Challenges - The Legal Curves of Doing Business in Brazil
  • January 20, 2011How to Leverage Local Resources to do Business in Latin America
  • November 20, 2010How Public Companies and their Board of Directors should prepare for New Challenges in Corporate Governance
  • October 12, 2010How Local Companies Compete in a Global Economy, Baldwin Wallce College Center for Innovation and Growth
  • June 26, 2010Lessons Learned from Joint Ventures, panelist
  • February 20, 2010The Economy and Its Impact on the Legal Landscape, panelist, Case Western Reserve Law School
  • June 27, 2009Where will we make rain in the future? At Pebble Beach or in Tiger Woods Golf? Trends in legal business development in the real and virtual worlds, panelist
  • May 12, 2009Penetrating Foreign Markets Through Export Sales and Legal Issues in Establishing Foreign Business Operations, International Law Section, Cleveland Metropolitan Bar Association and International Trade Assistance Center
  • February 28, 2009International Trade Panel on Asia's Role at the Table, Harvard Law School
  • June 27, 2008Foreign Investments, Joint Ventures and Fiduciary Duties, panelist
  • November 12-16, 2007Legal issues related to joint ventures at Joint Ventures Directors Institute, The Conference Board
  • September 21, 2004International Practice of Law at a Large Law Firm, Case Western Reserve University School of Law
  • October 28, 1999Counseling Against Corruption--Managing the Risks, Developing Compliance Programs and Understanding the Consequences, Foreign Corrupt Practices Seminar of the Cleveland Bar Association
  • June 11, 1998Selling to the New Europe -- Avoiding Legal Pitfalls
  • April 29, 1992Investing in Mexico, Association for Corporate Growth Annual Workshop
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