Gustavo Passos Corteletti

Gustavo Passos Corteletti is counsel in the Corporate  and M&A and Infrastructure practices of Tauil & Chequer Advogados in the Vitória office. Gustavo participated in countless legal audits and M&A deals, acting both from buyer and seller sides. He provides corporate legal assistance to national and multinational industries of several sectors and countries (Chinese, Canadian, Italian and Colombian companies, among other countries).

Gustavo has experience in advising investment fund portfolio managers, attending general meetings of companies comprising the stock portfolios of the relevant funds, analyzing and reporting on corporate transactions entered by such companies and monitoring and reporting on projects receiving investments from the funds, preparing reports in every stage.

Before joining Tauil & Chequer, Gustavo worked for Banco Modal, where he was in charge of the Modal Group’s corporate area and also provided legal advice on agreements and financial transactions entered by the bank. He coordinated law firms hired to recover credits for the bank.

Graduated by UFES, Gustavo is specialized in Corporate Law (IBMEC/RJ), Law and Business in Oil & Gas and Energy (IBP/UERJ) as well as Port and Maritime Law (FDV/ES). 

In the OAB/ES (Espírito Santo section of the Brazilian Bar Association) Gustavo is the president by the second term of the Corporate Law Committee and former State Counsel.

• Participated in countless due diligences and M&A deals in various sectors and industries, including infrastructure, ports, mining, university education institutions and ornamental rocks, acting both for buyside and sellside, involving companies from China, Switzerland, Belgium and other countries.
• Advises Chinese and Italian industrial clients in all corporate and contractual aspects in Brazil, including the corporate restructuring of operations in Brazil, issuing legal opinions on various matters related to the areas mentioned herein.
• Advised a Colombian and British multinational companies in the chemical industry in the formation of a joint venture in Brazil.
• Advised a Canadian and Colombian multinational chemical company in the preparation and registration of corporate acts required by law and in accordance with the articles of association; and drafting, negotiating and reviewing supply and commercial contracts related to its activity in Brazil.
• Assisted mining companies in the development and registration of  corporate acts required by law and pursuant to the social contract; in the development of fundamental contracts of the societies; and in regulatory matters before the Departamento Nacional de Produção Mineral (DNPM, National Department of Mining Production).
• In the infrastructure are, prepared memoranda and legal opinions for multinational companies on structuring and regulation of Private Use Terminals, Liquefied Natural Gas (LNG) Terminal Project, in Port Terminal, as well as on structuring and regulation of Port Condominium in Brazil.
• Assisted an investment fund in analyzing of the corporate transactions of companies which are parts of the portfolio of the fund, and the consequences of such transactions for the fund. 
• Represented an investment fund in General Meetings of companies which are part of the portfolio of an investment fund.
• Assisted a Brazilian investment bank in drafting share purchase agreements, all the company legal acts relating to the General Meetings and Meetings of the Board Members and Directors, articles of incorporation, having carried out several merges and acquisitions of companies. Also assisted in drafting legal documents related to investment funds.
• Assisted a Brazilian investment bank in drafting and negotiating agreements related to the bank activities, including loan agreements, as well as financial advisory agreement and confidentiality agreements (non-disclosure agreements).
• Represented a company in lawsuit involving regulatory matters related to  public services concessions and debate about economic and financial balance of the concession contract.
• Represented shareholders in lawsuit related to wrongdoings committed by directors of a specific company.
• Represented a Brazilian company in lawsuit related to agency agreement of locomotives sold by foreign company to Brazilian rail company, on the side of the representative company.

• Faculdade de Direito de Vitória (FDV)
• Universidade do Estado do Rio de Janeiro – UERJ, Instituto Brasileiro do Petróleo, Gas e Energia (IBP), Oil, Gas and Energy Law and Business
• Instituto Brasileiro de Mercado de Capitais (IBMEC/RJ), LLM in Business Law
• Universidade Federal do Espirito Santo (UFES), Bachelor of Law (JD equivalent)

• Brazil

• English
• Portuguese

• Member of Oil and Gas Law Committee, Brazilian Bar Association (OAB), Espírito Santo State, 2010.
• President of the Corporate Law Committee and Alternate Counsel, Brazilian Bar Association (OAB), Espírito Santo State.