ALEXEI MACORIN VIVAN

Energy, Arbitration and Dispute Resolution, M&A and Litigation

+55 11 3294 1100
[email protected]

Lawyer with more than 20 years of experience in the electricity sector, with experience in contracts, corporate transactions and litigation. Specialist in the areas of energy law, regulatory, civil, administrative and civil and administrative litigation.

Advised clients on various corporate, investment and divestment operations in companies and in company assets, in the negotiation of conflicting situations involving shareholders, creditor banks, development banks, suppliers, unions and contractors, as well as in administrative, judicial and arbitration proceedings.

Coordinated purchase and sale operations of energy assets (green and brown fields). Participate in the contracting of public and private financing, before foreign and national entities, for the structuring and implementation of hydroelectric generation projects, wind farms and solar farms, self-production and independent production, including the preparation, review and negotiation of contracts of EPC, supply of parts and pieces, leasing of area, connection with distribution and transmission systems, obtaining authorizations and grants before ANEEL, due diligences, assessment of regulatory risks and issuance of legal opinions.

Participated in the design and implementation of distributed generation (GD) and energy self-production projects for state and private companies, with and without a Public Private Partnership – PPP, involving hydroelectric, thermal, wind and solar generation projects, for the sale of energy in the regulated and free markets.

Advises companies before ANEEL, CCEE, EPE and ONS, in administrative and judicial proceedings, involving energy auctions, public hearings and consultations, changes in technical characteristics of projects, assessments, defenses and appeals.

CEO of the Brazilian Association of Electric Power Companies (ABCE). Advisor to the Superior Council for Infrastructure and Director of the Energy Division of the Infrastructure Department of the Federation of Industries of the State of São Paulo – DEINFRA and COINFRA/FIESP. Counselor at the Infrastructure Council of the National Confederation of Industry – COINFRA/CNI. Vice President of the Energy Industry Union of the State of São Paulo – SindiEnergia.

Doctor in Law from the University of São Paulo (USP). Senior Management Program from the London Business School. Graduated from the University of São Paulo (USP).

education

  • Doctor in Law from the Faculty of Law of the University of São Paulo (USP).
  • Senior Management Program from the London Business School.
  • Bachelor of Law from the Faculty of Law of the University of São Paulo (USP).

PUBLICATIONS AND SEMINARS

  • “Legal uncertainty in Regulatory Law” article that integrates the book “Relevant Topics of Electric Energy”, 2015.
  • “Administrative contracts in the electricity sector, public authority binding, termination and its effects” article that integrates the book Law and Energy, 2014.
  • “The (ir)retroactivity of administrative acts within the scope of the electricity sector: prohibition of retroactive effects, limited discretion and reformatio in pejus” article that integrates the book Direito e Energia, 2014.
  • “Non-execution of the administrative contract and its effects” article that integrates the book
  • “Relevant Topics of Electric Energy”, 2014.
  • “Acquired right of energy concessionaires, permit holders and authorized persons and the State’s duty to indemnify” article that integrates the book “Relevant Topics of Electric Energy”, 2013.
  • “The global climate agreement and the electricity sector” from the Economy Section of O Estado de São Paulo, 2015.
  • “The role of agencies in attracting investments” by Valor Econômico newspaper.
  • “The extension of electricity concession contracts” by Valor Econômico newspaper.
  • “Extension of concessions and legal security” by Valor Econômico newspaper.
  • “The disagreement in the federal government regarding REIDI delays and makes investments in
  • infrastructure more expensive” by Revista Brasil Energia.
  • “MP 579/12: one-year anniversary or mass in memorian of the electricity sector” by Smart
  • Energy Magazine.
  • “Conversion of MP 735/2016 into Law”, at the Meeting of the Infrastructure Committee of the National Confederation of Industry – COINFRA/CNI, 2016.
  • “Energy, Technology and Cities” at the 9th Latin American Smart Grids Forum, 2016.
  • “Paris Agreement – Water Management and Opportunities – Challenges and Opportunities for the Electricity Sector at Ecogerma Congress 2016, FIESP and Chamber of Commerce and Industry Brazil – Germany, 2016.
  • “Socio-environmental Costs of Undertakings in Operation” at the XXIII National Seminar on Electric Energy Production and Transmission – SNPTEE – CIGRÉ, 2015.
  • “Outsourcing and the Labor Market” at the Estadão Forum – Competitive Brazil of the Estado de São Paulo newspaper, 2015.
  • “Risks and Legal Security of Contracts in the ACL” in the Energy Trading Outlook Forum, 2015.
  • “IX International Symposium on Environmental Quality” at the Brazilian Association of Sanitary and Environmental Engineering of Rio Grande do Sul.
  • ”Legislating the Future of Biomass Heat and Power in Brazil, Government Policy and Regulation” at the Biomass Power and Pellets Brazil Conference, Green Power Conferences.
  • “Regulatory frameworks for electricity. Legal security and regulatory efficiency” at the XIX ABCE Legal Symposium.

AWARDS AND RECOGNITIONS

  • Recommended by Best Lawyers in Brazil (2020).

EXPERIENCE HIGHLIGHTS

  • Coordinated the purchase and sale of a shareholding in the amount of R$600 million, whereby a state fund (FI-FGTS) became a shareholder in a private group of electricity companies, having been responsible for negotiating and closing the purchase and sale of shares, investment agreements, shareholder agreements, guarantee agreement and binding of receivables and put options.
  • Coordinated the first issue of perpetual bonds by an energy holding company in Brazil, in the amount of USD 575 million, having been responsible for negotiating covenants, reviewing and discussing the issue prospectus, with participation in drafting sessions and meetings with banks responsible for the operation .
  • Coordinated the issuance of USD 100 million in unit notes by electricity distribution companies, as well as the presentation of tender offers, having been responsible for negotiating covenants, with rules on corporate governance, reviewing and discussing the issuance prospectus, with participation drafting sessions and meetings with banks responsible for the operation.
  • Coordinated and personally negotiated, in Washington, DC, the contracting of financing from the Inter-American Development Bank – IDB in the amount of USD 315 million, for electricity distribution companies.
  • Personally coordinated and negotiated the first Brazilian operation of swapping distribution assets for energy generation assets, without financial disbursement, whereby 100% of the voting capital of an energy distribution company was exchanged for 46% of the voting capital and 22% of the total share capital of a power generation company with an installed capacity of 902.5MW.
  • Coordinated the due diligence and M&A transaction whereby all of AES Brasil’s Distributed Generation (GD) assets were acquired by EDP Energias do Brasil, negotiating the SPA and other transaction documents.
  • Participated in the conception, detailing of risks and corporate and contractual structuring of electricity self-production businesses for private and state-owned companies, as well as business
  • Distributed Generation businesses. Participated in regulatory and civil due diligence for the acquisition of an energy trading company per customer.
  • Defends companies before the Collegiate Board of ANEEL in administrative proceedings related to penalties for delay in entering into commercial operations, for non-compliance with technical indicators and violation of concession contract clauses, alteration of technical characteristics – ACATI, exclusion of liability and extension of the term of grant.
  • Defends companies in lawsuits against CCEE and ANEEL related to the accounting of electricity credits and debts, liability for delay in starting commercial operations, alteration of technical characteristics, violation of concession contracts, exclusions of liability, among others.

Professional association

  • Chief Executive Officer at the Brazilian Association of Electric Power Companies – ABCE (since 2013).
  • Counselor of the Electricity Sector Environment Forum (FMASE).
  • Vice President of the Electricity Sector Environment Forum – FMASE (2014 to 2018).
  • President of the Electricity Sector Environment Forum – FMASE (2014 to 2016).
  • Vice President of the Energy Industry Union of the State of São Paulo – SindiEnergia (since 2010).
  • Member of the Advisory Board of the Energy Research Company – CONCEPE (since 2015).
  • Member of the Board of Competitiveness of the Government of the State of São Paulo (since 2014).
  • Counselor at the Infrastructure Council of the National Confederation of Industry –
  • COINFRA/CNI (since 2012).
  • Advisor to the Superior Council for Infrastructure and Director of the Energy Division of the
  • Infrastructure Department of the Federation of Industries of the State of São Paulo – DEINFRA and COINFRA/FIESP (2013 to 2022).
  • Counselor representative of Research, Development and Industry Institutions of the Deliberative
  • Council of the Institute of Energy and Environment of USP – IEE/USP (since 2015).
  • Member of the board of directors of the Electricity Memory Center in Brazil (since 2012).
  • Member of the OAB/SP Energy Law Commission (2013 to 2022).
  • Chairman of the Board of Directors of ABCE (2011 to 2013).

Languages

  • Portuguese and English.

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