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Guilherme Brafman

Guilherme BrafmanConsultant Partner

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I am a member of our Commercial and Corporate practice groups and also a member of our Advertising and Marketing and Technology industry sector focus groups.

I am also a Member of the Senior Advisory Board of the Brazil Institute at King’s College London.

I have over 38 years of active involvement in advising multinational clients, particularly from the USA, EU and Brazil. Most of my time is spent with clients in the financial services sector, creative industries such as advertising, marketing, merchandising, branding, IT, technology, media and other sectors (such as leisure). I tend to be most involved in strategic or “sensitive” advice but am also happy being in charge of acquisitions and sales of mainly private limited companies and partnerships, negotiating commercial contracts and in high-level hiring/firing and lateral recruitment in those business sectors. I have also 10 years’ experience of law firm management and deep involvement with the day to day issues faced by their management and other business owners.

Corporate

Wide-ranging corporate work: governance, shareholder disputes, incentives, capital raising, distributions, buybacks and removal of directors. I have acted mainly for buyers of a wide variety of private companies, with sophisticated earn-outs and management freedom/restriction provisions. Increasingly, I limited liability partnerships which have their own advantages and disadvantages. Examples:

  • leading the team which set up the first crowdfunding business to provide secured lending facilities to owners of commercial property
  • advising major music publisher in relation to group reorganisation and disposal of non-core assets
  • advising Publicis on its acquisition of a strategic holding in Israeli company Matomy listed on the LSE
  • advising management in relation to a secondary sale by one private equity investor to a syndicate of private equity secondary buyers

Finance & Financial Services

My long involvement in financial services and investment funds has demanded knowledge of IT, systems, team moves (offensive and defensive), high-level hiring and firing and commercial contracts. I understand the regulatory framework and the issues around applying to become authorised as well as ceasing to be authorised. I have also had to advise and innovate in relation to crowdfunding and its regulation.

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.

Advertising & Marketing

I have deep involvement in the marketing communications 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 35 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.

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