Unplanned Pivots, The Economics of Law, and Authentic Practice with Bruno Maggi

Welcome to Studying Law Around the World. I'm Claudio Claus. In each episode, I talk with lawyers, law students, and professors from different parts of the world to talk about legal education, careers, and what the profession looks like in real life. We talk about the hard parts, the surprises, and the decisions that shaped their paths. Whether you're planning to study abroad, thinking about working in another legal system, or just curious about how law works around the world, this podcast is for you. Today, I'm joined by Bruno Maggi, a partner at BM Advogados and one of Brazil's leading competition and antitrust lawyers. Bruno has extensive experience before Brazil's competition authority, CADE. Advising on complex merger reviews, cartel investigations, leniency agreements, and regulatory matters. He's also a pioneer in private damages actions arising from cartel conduct in Brazil and has helped shape this developing area of law. Alongside his practice, Bruno teaches at the University of São Paulo and a few other institutions while remaining active in the international legal organizations such as the International Bar Association. Bruno, thank you so much for joining me for the podcast this evening. Thank you, Cláudio. It's a great pleasure for me and I'm very proud to be here and to try to share some thoughts and some words about the legal world here in Brazil with you. I really appreciate it. How did you come to focus your practice on antitrust law and economic regulation? Actually, I started to work with antitrust and competition law some years ago. Let's say that more than 20 years ago. I started as a trainee. I need to say that it was not totally planned because I entered in a law firm, a very big law firm here in Brazil at that time that I chose to start my practicing M&A and corporate law. And then the antitrust lawyers and partners that time looked at me, they're like abandoned and doing not so much. And they asked me to help. They were totally busy with major cartel defense at that time and asked me to work with them to help, to assist a little bit. And it was 25 years ago and I'm still there. And actually, I got in love with antitrust and I always liked to study economy, math, and all this. You know, all these thematics that most of the times are not that one that the lawyers like more. But I was always much more involved in this logical and rational part of the disciplines since high school, et cetera. And then it was, I think it was a very good chance for me to improve my knowledge in economics. And then I started to study more and more. I did my master's in this field and in the end I'm still there working with competition and antitrust. The next step after the transaction is prepared, then the transaction is really concluded, then I need to understand everything and do a little bit more, that is to get the approval before the antitrust authorities when we are talking about M&A clearance requests. But more than that, I can explore the other sides of antitrust, compliance, investigation, negotiations and the damage claims. That's why I think I completed all my personal purposes with this professional, not totally preplanned career. That's amazing. What a nice ending you got to that, right? So I really appreciate you mentioning it. And for those listeners who are outside of Brazil, CADE is the main competition authority. It's similar to the FTC in the US and the European Commission's Competition Directorate. And your work includes, as you said, you know, merger notifications, investigations, leniency agreements before CADE. So I'm curious, can you tell us a little bit about how CADE operates in practice and maybe even what does your day-to-day work with it look like? Sure, I can explain a little bit more on how CADE operates. It's a little bit closer to the European perspective. I mean, we have only one authority. that takes care of everything here, differently from US that they have the FTC and the DOJ that splits a little bit the work. But here we do everything in CADI. And if it refers to clearance requests for M&A transactions, or if they are, if you are dealing with investigations, we do everything with CADI. And my, when we talk about my day-to-day work, We split, we split maybe in 2 or 3 different parts of work talking about what to do more in my law firm. Why? Because I started the antitrust damage litigation here in Brazil, this practice, much more focused for the plaintiff side. And this nowadays, this takes about half of our time. Then it means that we are not dealing with CADI. But we are working before courts. When we do the antitrust damage litigation here in Brazil, everything is before courts. Again, very similar to Europe and in this case also to US. And what we do, we get cases that arise from condemnations from CADE. And after all the investigation, CADE finishes an investigation finding guilty some companies and applies fines and all the— penalties. After that, when we get this decision and we see that there is a lot of effect on the market, we have some clients that came to us and they ask us to try to recover the damage that they suffered because of the cartel. Because here in Brazil, that is similar to US and also Europe. When the authority analyzes a a company or individual because of cartel practices, this is only a fine that goes to the state, but this is not indemnization for the victims of the cartel. And what we do is going before courts, before a civil court here in Brazil, and we seek for the damages. That's a civil damage, but we have all these other economic approaches and all these calculations that are actually relying on the antitrust side of the judge's decision and also economic studies of the market that was affected by the cartel. And this is, again, this is something that we started here in Brazil. We are now dealing with hundreds of companies that are victims of cartel. And this takes about half of our time. But for the other 50% of our time, we do what I'm used to say, that's the traditional antitrust work that is now splitting again into other parts. Part of time we take with merger clearance requests and part of our time we deal with investigation. Nowadays we are dealing a little bit more with clearance requests, but this varies period to period. And the Brazilian economy is now boosting a little bit more because of the Chinese investments and many other investments that we are receiving since the beginning of this year, since the end of last year. And that's why we are a little bit very busy with the many transactions and in my case with the clearance requests. The last one, talking about the investigations, then this is much more exciting because cartel investigations are always very exciting, not only because it's more complex. The work that we need to deliver is very complex. We need to analyze all the evidence. We need to prepare when we are in the defense side. Most of times it's tougher because if our client is really guilty, and sometimes it happens, then it's much more difficult to be creative and to find a solution and to find some spots, you know, find a defense to our clients. And most of the times there are lots of funny facts, amount of the evidence, doing the investigation. In the end, although it's tougher and much more time-consuming and certainly, you know, it's much more struggling for us to work with that because it's really tough. In the end, it's funnier because most of the times we have a lot of specific situations that can occur with our clients interacting with the authorities. And for me, I get a lot of fun doing that, although it's very serious. And for sure, we deal with it as more professional as possible. It's amazing. I can see you smiling as you talk about your profession and It's just one of the fascinating things that I find here in the podcast is seeing so many lawyers that are really just, you know, happy doing what they're doing. And I really do see that smile on your face as you're, you know, sharing a little bit about your work. That's so amazing. And your practice is quite broad, you know, spans from competition law, corporate matters, regulation, consumer law. So there's quite a few things that you really have to be on top of. And, you know, in a way, I think it's fair to say that Brazil is is a jurisdiction where we do have some constant updates, especially on regulatory matters, right? So you have to just really stay on top of your game for that. But I'm curious here, how do these areas overlap when you advise clients who are facing these antitrust risks? And maybe if you can, would you be able to mention some of the most, you know, high complexity or high stakes situations that you have dealt with? In these proceedings? Okay. Yeah. Well, I think we are crazy because we are dealing with lots of very boring things as lawyers, but we like, I don't know why. But going to your question, yes. I mean, inclusive, I think that it's much more difficult to deal with other areas like tax law, for instance, because you need to be very updated every day, maybe now that we are passing through a reform of the tax system. You need to be very updated every hour because the government changes everything every hour. It's crazy. In my case, I'm happy with the antitrust because we are a very dynamic area, but it's sufficiently slow to allow us to get in touch with the change and we get some time to, you know, to reach some change, not only in the legislation or the normatives from the antitrust body or even the jurisprudence, then although it changes, we can say maybe every day or every month, it's not everything that changes. We have like small changes that are for sure creating a better environment. We're creating some innovation in very small things that in the end, when you look one year back, for instance, we can see that's a lot of change, but in the end, it's something that is dealing with what we did in the past. It's like a construction of a building that every year maybe we have a new floor, but it's not like destroying everything to renew in a totally different way for the next year. And well, we have some very exciting things. I personally like to mention 2 works that I did in the past. One, That's quite new. I mean, it's a case that I worked with 2 years ago. I concluded it now in 2024. It was very funny because it's a client of mine that he was not aware. I mean, it was not my client, but when he got to my office, started to talk about the case and said, no, I have a process before CADI. I did a M&A transaction some years ago, but it was not a problem. It was a very small transaction. It was not mandatory to To ask to require the anti-trust clearance before CADI, and everything was very nice, everything very quiet. But I don't know why I received an official letter some years ago, and they started to investigate my transaction. But as I know, everything's again very quiet, everything is very nice. And then I said, okay, why are you here? I said, one of my lawyers from another area, I don't remember which one. talked about you and said that you're a very good specialist. And I talked about this process before CADI. That is not a problem. But he said, you may talk to Bruno. And then I'm here. I said, okay, you give me the number of your process. And I started to research very fast. I'm sorry to say that. I know you have a lawyer, but you are condemned by CADI. You probably need to pay around $3 to $4 million. Brazilian reais in fine. That's around $1 million Canadian, US dollars, $1 million Canadian dollars. And he said, how? I said, well, ask your lawyer, but I think something is going wrong. If you want, you can hire me to find out what's going on, but something is very wrong. Well, to just make this very short, it took like more It took around like 3 months to solve the problem for this client and 2 years more to get to a very final solution. But the next day he hired me. They are like 2, 3 days to be judged by the CAADI. I flew to Brasília and got a flight and meetings and blocked everything and started to discuss the case with all the commissioners and explained that it was a big fault. The process was conducted totally wrong, but in the end, we succeeded. We managed to split the fine by half. The client paid less than €2 million, which was a good— it was a great win. And we made a very big change in jurisprudence. Then after that, CADI didn't have a proper limitation to the fine. I mean, there is a limitation. This was a gun jumping case. Okay. Client didn't require the clearance request before CADE before implementing the transaction. Then CADE just investigated that market, found that transaction, and then fined it for gun jumping. And in this case, there is a limitation in law that's R$60 million. That's about $15 million Canadian dollars. This is the limitation by law. I mean, every transaction is limited by this big range by law. But that time we never had a limitation based on the transaction price, because in this case, the transaction was very small. And although the transaction was very small, the fine was costing a lot of money to the client. And due to this case, we changed the jurisprudence in CADI and now we have a 2 limitations, the very big one given by law, but we have another limitation based on the value of the transaction due to this case that we won before CADI in this case. And now everybody's very happy because my colleagues, my friends that I find, oh, Bruno, I'm using your jurisprudence, my client's paying less. So I'm proud about that. And this was a very funny, again, a very funny case, and, but very difficult. And in the end, we got a very good conclusion. This is one that I want, I'd like to mention because it's, well, it's new and it generated a big impact, not only for the client, but also for the antitrust community here in Brazil, because this was an issue that was annoying a lot of lawyers and clients, but never, it was never, nobody never reached before a conclusion to establish a limitation based on the transaction value. And now we have it. And this is one. And another is a case that dates, I think, 20 years back. I was very junior in that time, but I always remember this case because it was a battle here in Brazil of 2 giant companies for tea. You know, these cold teas that you buy in the supermarket in the big bottle. And that time in Brazil, and I think almost all in the world, we use it to have only 2 different kinds of tea, mostly in Brazil, I think, because one was the green tea. I think that, you know, Lipton iced tea, everybody knows Lipton. Green tea is based on black tea and you take the leaves of the black tea and, well, boil it, blah, and then you produce the tea. And the other one was the mate tea. That's a very Brazilian one, but you have a lot in Chile, Peru. That's made of the mate, that different kind of tea. This was much before the green tea, the white tea, all these teas that you have in the supermarket nowadays. But that time in Brazil, we have only 3 different brands. One that was Lipton iced tea from Pepsi. The other one that was Nestea from Coca-Cola. And the third one that was Mate Leão, that is a Brazilian brand. And it was the leading one. Maybe Claudio knows that because Claudio is from Brazil. Absolutely. Absolutely. And I grew up drinking, drinking Mate Leão. Yes. Then Mate Leão, that was the leading company in Brazil, was acquired by Coca-Cola that was already producing the black tea, the Nescafé. And well, they tried it, but I was hired by Pepsi. That case, not me myself, but the law firm that I used to work. And then we started to fight before CADI to defend the TTP, because in the end you would convert the market from 3 competitors to only 2. And for those that study antitrust law and also economy, you know that if you, if you have a market of only 3 agents competing, it's a very bad situation, but you have only a duopoly. It's even worse. The only worse thing that you can get is if you have a monopoly. But then it was a very funny case and very nice, very tough. We fought for more than 2 years before Cádiz to convince them that the merge of Matiléon with Coca-Cola would be like a disaster to the market because it would No turn the marketing a duopoly. And in the end, we forced Coca-Cola to make an agreement with Cádiz and they bought Matileón, but they were forced to abandon the operations of Nestea that was returned to Nestlé that used to have a joint venture with Coca-Cola. Then in the end, it was a very great result. Because we kept three competitors, just changed. Coca-Cola left the Nestea partnership with Nestlé. He started started to run the Matillon business, and my client very happy. Pepsi continued to sell Lipton iced tea. But after that, all the other teas entered the market: the white tea, the red tea, the green tea, and now the competition is. much, much more intense. But that time was very important to keep the competition of the green tea— sorry, the black tea and the, and the maté, because they are, they were the only ones that we used to have. Wow. Wow. Really, really interesting leading cases that you got, that you had the chance to work on. Quite, quite an interesting story. And it seems like beyond the, what you just explained, that, that has a lot to do with, you know, the cartel cases that are also something that you work on, right? So you've been defending clients in these proceedings and negotiating agreements in the cartel cases. Can you tell me a little bit about, you know, how has the cartel or anti-cartel, I guess, enforcement evolved in the country as well over the past few years? That's incredible. It really— I personally have never had much contact with the with this specific area of antitrust and cartel law. And it's just sounding so interesting, really piquing my interest here. I also saw that something else that you do is something, I guess, very international in nature, is that you lead the practice of civil claims for damages caused by cartels in Brazil, which is still developing in other jurisdictions. So I'd love to hear what does that mean and maybe Are there a few challenges that you see in building this type of private enforcement in Brazil? Sure. Yeah, this is something that I am passionate about because I created all this, you know, the first book written in Brazil about this subject was mine. And I created all this theory around how to mix the civil law and the competition law. came from, you know, this accident that put me in the antitrust area because I was working with competition law, but I, in the professional side, but in the academic side, I always dedicated my studies to civil law. I gave lots of civil classes. I did my master's in civil area. And then when I studied my master's here in University of São Paulo, I put together both the— mixed both worlds. I put civil law together with antitrust law, created this civil responsibility theory arising from the antitrust and, you know, torts. And then after that, I just wrote my thesis and just forgot it. But after some years, I started to be sought by clients and started to see cases started by the civil prosecutor officers, the public prosecutor officers. And then I started to actually to act in this area and to defend the victims of the cartel. And then I started to study not only in Brazil what was going on, but also in the other parts of the world. Then I learned that in the US and also in Canada, everything was much more developed in Europe. They were not so far from Brazil. Then we can say that in Europe they started maybe 10 years before Brazil. And then we are now, when we started to work sometimes together, I started to talk with many other law firms from US, from Europe, trying to make connections, to make joint case. And then we have, as I told you, doing this time, this period from 2005 to 2015 in Brazil, we had like these very big cases investigated by CADE that were international cartels. And in this case, although the cartel was international, it created effects all around the world. Then we had like, I don't know, Swiss companies creating damages in Brazil, Brazilian companies creating damages in US, American companies creating damage in France because they were all together making a big coordination and illegal conduct, but creating conditions to change the prices all over the world. In some cases of products that were produced in some part of the world but sell to all the other parts, or in other cases, situations that We are dealing about very big projects that involve parts of pieces of mechanisms of big equipment that are produced, I don't know how, around the world, some pieces of that, putting together in another part of the world and sell to another country. And then in all these cases, we have civil litigation in many different countries. Then we are dealing with still today, although we are now working more with the latest cartels that are more Brazilian ones, but we still have lots of cases running that deal with this situation that we are seeking for damages in Brazil, but other victims had already won the case in France or in Germany or in Spain or in UK or in US. And now we are dealing about the same case here in Brazil, but for sure, for different victims, for different companies. Then this is something that we are working a lot and we see now, for instance, last year we almost took a case that was a Brazilian company impacted by an international cartel and we almost started a case in Switzerland. Now we are working with another case that maybe we will start a claim before Australia. Because we have most of the companies that made the cartel. Just to give you an idea, each cartel, I think that's 6 or 7 different companies. 3 of them are from India, one is from Australia, another from Austria, and another from Germany. Then in the end, none of them are Brazilians. And now the damage was generated in Brazil because the buyers are all in Brazil. Then we can start the case. For sure, we can start the case in Brazil, but we have this potential, this potentiality of starting the case outside of Brazil because actually the effects are suffered here, but the producers or the origin of the effects is outside. That's incredible. Wow. That's so interesting. And I'm glad you brought up about how, you know, you studied these matters deeply in the academic sense as well. I noticed here as I was preparing for the show today that you studied in some of the best institutions in the country, but you didn't stop there. You're also a professor in many of them. So I wanted to hear a little bit about that too, you know, being someone who practices law in such an interesting capacity, in such interesting cases. And not only that, you're also, you know, educating the next generation of lawyers. How does teaching really affect your practice? What are some of your thoughts on that? Well, this is a very interesting part because I love to teach. I love to give classes. In the last years, I dedicated a lot of time for the IBA, the International Bar Association, that I was an officer for many years in a very important and big committee of the organization. I gave classes from 2006 to 2024. I was always giving classes for economic or antitrust or civil law, most of the time for all of them at the same time. On Monday, you receive your classes, on Tuesday, competition law. But anyway, it is very difficult to coordinate everything. I think it was easier for me when I was younger. Maybe I'm getting old, but we get tired about that because when you teach, and this is something that nowadays we see, people just want to talk and just want to say something, but difficult to say something meaningful for the other people and just, you know, really teach something for the other people. And when you really, you know, prepare for your classes and prepare everything that you give, I mean, if it's a speech or if you're in class or anything that you are doing, the preparation is very important and the preparation is very time-consuming. And for sure takes you a lot of energy. You need to study a lot. And I was very happy. As I told you, I love to teach. I love to speak about subjects that I know. And it was very important for me. Nowadays I meet a lot of former students that are now partners in big law firms. They are sometimes on the other side of the table, you know, fighting with me on the other side of the case. It's very nice. I'm very proud of finding these people that really appreciate what they learn. And then they see that we put an effort on share with the other people our knowledge. And sometimes we learn much more than we are prepared to teach. This is something very important and something that I found during my career as a professor, that there's plenty of times that you learn much more with your students than you are supposed to teach. And this is very important to know, have this sharing of knowledge, of information, and also not only about technical knowledge, but about, you know, soft law and how to deal with the people. And then you can get from the other side when talking about, you know, international relations that we have, not only maybe sometimes I give international classes, but also international speeches and in seminars and conferences. It's very important to, you know, to be always open to learn and to understand the other side. Even if they are younger or not so, you know, expert in something, you always have something to learn and for sure to teach. And this sharing of knowledge and information, I think that's the most important thing when you are speaking about anything or if you are teaching. And the mix of generations is always Very profitable for both sides. That's beautiful. That's beautiful. I really appreciate you spending all this time with me this evening. And to wrap up today's episode, I wanted to ask you, what kind of advice would you give to young lawyers who want to build a career in competition law or work with authorities or regulators, both in Brazil or abroad? This is difficult always because it's difficult to put in the other shoes. But what I can say is you need to study a lot. If you are talking about competition law, it's tougher because you need to learn about the economy. You need to learn about regulatory law and you need to learn about M&A, corporate law, then as many as other areas that we have. You, and I think that's more and more in this this future of law that we are seeing, you need to learn more than a very specific area of law because you need to be broader. You need to understand the real problems of your client. You need to understand the real connection of the law. Not if you are, maybe you are not like a labor law. I never talk about labor because it's very specific and different from corporate law, but maybe you are not a labor law, criminal law, but you need to have this at least a feeling, or at least, you know, a very slice of a part of the knowledge about the other parts of the law, because otherwise you'll not be able to really advise your clients properly. And then, you know, tip I can say is to study a lot. You need to study really hard to not only solve the problems of your clients, but also to be prepared to solve other problems. in the future and not only to pass in the examinations, but really to know about law and to know about what you want to learn. And the second one is to be very authentic. I think this is something that helped me a lot. You need to be authentic. If you like somebody, you talk to that person. If you don't like, just don't talk. You have like billions of people to talk. You don't need to talk to that person that you don't like because the other side, maybe that person will not like you as well. Then you don't need to waste your time. And the same way you need to learn what you want, because again, maybe you can hear from somebody, oh, if you are a competition lawyer, you'll be very rich, very successful. Or if you will be a tax lawyer, you'll be very rich, or a criminal lawyer. In the end, if you are happy with your career, if you are doing something that makes you happy every day, to wake up and to go to your office and work, I think this is the, you know, the richest thing that you can have. Because otherwise you'll be miserable every day going to work and complaining about your life and don't liking what you are doing. Then even if they pay you millions, it will be a very poor life. Then if you are authentic and you study what you like, you do what you like, and you prepare yourself to be the best one in what you like, you maybe you'll be the unique person in that side and this will be great because they will pay more for you if you are the unique person that knows that thing. But maybe you have like dozens of others that do what you're doing, but no problem. If you are happy doing what you do, if you do the best way that you can do and provide a good service, you still get a lot of money and you'll be successful. And more of that will be, you know, I think will be happy with your life. Otherwise there is no reason to be there. I think that study a lot and be authentic may be very good tips and advice that I can share with everybody. Absolutely. 100%. I think that that's a, that's an excellent piece of advice. And, and to be quite fair, one that we don't hear a whole lot in the podcast. So I appreciate you, you bringing this up. We hear a lot about networking and hear a lot about, you know, personal branding, which are also very important, of course, but it's, it's always good to, to hear a few different things. And I think from your story, you, you really showed us how you made a career out of, you know, being authentic and really, you know, taking the most out of the opportunities that maybe you didn't plan before but were given to you, and you just made the most out of it and became, you know, a really happy and successful lawyer in it. So I appreciate you making the time to be here in the podcast once again, Bruno. My pleasure, Claudio. As we say here in Brazil, if they give you lemons, A lemonade. I love that. Thank you so much for tuning into today's episode, and we'll see you on the next one. See you.