clÁudio antÔnio gonÇalves junior - 2015.04.13 - curriculo (final english version)

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(29 yrs old / Married) Mobile: (31) 9923-8473 E-mail address: [email protected] http://www.antonioecosta.com AREAS OF INTEREST: Legal – Corporate Law, Corporate Governance, Contracts, Capital Markets EDUCATION Lato Sensu Postgraduate education in CULTURAL PRODUCTION AND CULTURAL CRITICISM Instituto de Educação Continuada - Pontifícia Universidade Católica de Minas Gerais - IEC PUC MINAS (Apr/2014) BACHELOR OF LAWS (B.A.) Faculdade de Ciências Humanas - Universidade FUMEC (June/2010); High School Diploma at THE AMERICAN SCHOOL OF BELO HORIZONTE (June/2004) LANGUAGE PROFICIENCY (ILR SCALE) BRAZILIAN PORTUGUESE: ILR LEVEL 5 - Native or bilingual proficiency ENGLISH: ILR LEVEL 5 - Native or bilingual proficiency SPANISH: ILR LEVEL 3 - Professional Working Proficiency SUMMARY OF MAIN QUALIFICATIONS Professional qualified for the practice of law in the Federative Republic of Brazil, registered at the Brazilian Bar Association (OAB) standing at the State of Minas Gerais and enrolled under number 133.177. Proven-track record in the preparation of draft minutes of complex contracts, such as EPC (Engineering, Procurement and Construction) Contracts, Grant of Options (Stock Options), Shareholders/Stockholders Agreement, Non-Disclosure Agreements, Memorandum of Understanding, Intercompany Loan Agreements, Software Licensing Agreements, among others; Experienced in the elaboration of contracts in accordance with common law countries structure, clauses and terminologies; Solid experience in conducting simultaneous due diligences procedures in large mining companies;

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Page 1: CLÁUDIO ANTÔNIO GONÇALVES JUNIOR - 2015.04.13 - Curriculo (Final English Version)

(29 yrs old / Married)

Mobile: (31) 9923-8473 E-mail address: [email protected]://www.antonioecosta.com

AREAS OF INTEREST: Legal – Corporate Law, Corporate Governance, Contracts, Capital Markets

EDUCATION Lato Sensu Postgraduate education in CULTURAL PRODUCTION AND CULTURAL CRITICISMInstituto de Educação Continuada - Pontifícia Universidade Católica de Minas Gerais - IEC PUC MINAS (Apr/2014)

BACHELOR OF LAWS (B.A.) – Faculdade de Ciências Humanas - Universidade FUMEC (June/2010);

High School Diploma at THE AMERICAN SCHOOL OF BELO HORIZONTE (June/2004)

LANGUAGE PROFICIENCY (ILR SCALE)BRAZILIAN PORTUGUESE: ILR LEVEL 5 - Native or bilingual proficiencyENGLISH: ILR LEVEL 5 - Native or bilingual proficiencySPANISH: ILR LEVEL 3 - Professional Working Proficiency

SUMMARY OF MAIN QUALIFICATIONSProfessional qualified for the practice of law in the Federative Republic of Brazil, registered at the Brazilian Bar Association (OAB) standing at the State of Minas Gerais and enrolled under number 133.177.

Proven-track record in the preparation of draft minutes of complex contracts, such as EPC (Engineering, Procurement and Construction) Contracts, Grant of Options (Stock Options), Shareholders/Stockholders Agreement, Non-Disclosure Agreements, Memorandum of Understanding, Intercompany Loan Agreements, Software Licensing Agreements, among others;

Experienced in the elaboration of contracts in accordance with common law countries structure , clauses and terminologies;

Solid experience in conducting simultaneous due diligences procedures in large mining companies;

Responsible for the structuring and implementation of good corporate governance practices in small, medium and large companies;

Solid experience in the structuring and implementation of corporate governance webportals;

Solid experience in the elaboration and organization of corporate documents of small, medium and large companies;

Solid experience in the preparation of Amendments to the Company’s Bylaws and/or its Articles of Association and Incorporation of limited liability companies, joint-stock companies and self-owned companies; preparation and elaboration of tasks carried out by company secretary in General Shareholders' Meetings; analysis of the Company's Financial Statements; preparation of draft minutes of the Company’s General Shareholders/Quotaholders Meetings resolving for capital increase and capital reduction and issuance of treasury stock (treasury shares), election of Board and

Page 2: CLÁUDIO ANTÔNIO GONÇALVES JUNIOR - 2015.04.13 - Curriculo (Final English Version)

Committee members, election of Senior Management; preparation of Shareholders/Stockholders agreements; preparation of corporate books in accordance with Brazilian Law; Preparation of draft minutes of Director Services Agreement; draft minutes of Stock Options Agreement/Stock Option Plan; draft minutes of Consortium Agreements, Consultancy Agreements, Joint Venture agreements and Special Partnership Agreements.

Solid experience in the constitution of companies and transformation of Limited Liability Companies into Joint-Stock Companies;

More than eight years of intensive professional practice in the translation of legal documents, being responsible for informing the Company’s foreign-based Board Members and investors of the company’s strategic matters firstly written in the Portuguese language.

PROFESSIONAL BACKGROUND

Solid experience in the conduction of Corporate Governance matters, being responsible for developing legal products on the implementation of a solid corporate governance culture in small, medium and large companies (“Corporate Cloud”); Implementation of corporate governance webportals (virtual dataroom), transforming Board and Shareholders’ resolution in corporate documents aligned with the legislation and the Company’s Articles of Association/Bylaws, attracting firm investments to the Company and facilitating the Company’s fundraising.

Relevant participation in Mergers and Acquisition procedures, being responsible for coordinating all stages of the process (including the publication of Convening Notices; preparation of General Shareholders' Meetings; draft minutes Shareholders and Board Minutes of Meetings and supporting documents, conducting amendments and restatements of the Company's Articles of Association; responsible for conducting queries and solicitations before the relevant Companies House/Companies Office; registration, publication and deposit of company's papers in relevant Companies House/Companies Office), all in conformity with Brazilian legislation.

Monitoring of corporate routines of Limited Liability Companies and Joint-Stock Companies, being responsible for the elaboration of corporate books and the publication of the Minutes of Meetings of General Shareholders’ Meetings and convening notices in relevant newspapers (as required by Brazilian legislation) and registration of corporate documents in the relevant Companies House/Companies Office;

Responsible for the preparation of draft minutes of Bylaws of Associations, Foundations and Joint-Stock companies;

Experienced in the development of legal products for law firms, from its initial planning until its final commercialization to the client, creating innovative products of increased aggregate value to its’ clients, increasing the firm's client base and the firm’s revenue.

Expertise in the development and elaboration of interactive PowerPoint presentations, facilitating the comprehension and commercialization of Company’s products and facilitating the decision-taking process of the Company’s Board of Directors/Senior Management;

Compilation and Elaboration of the Company's corporate books, in accordance with the Company's resolutions, as approved by its’ Shareholders, Board of Directors, Audit Committee and/or the Company's Senior Management, transforming corporate decisions in corporate documents in accordance with the Brazilian legislation and other registration requirements imposed by DREI (acronym for “Brazilian Department for Integration and Companies Register”);

Preparation of draft minutes of contracts of various natures (such as Services Agreements, Partnerships, Equipment Supply Agreements, Rental Agreements, Non-Disclosure Agreements, Deed of Amendments, Termination of Agreements etc), in either Portuguese or English languages, having relevant participation in all stages of the process, since the negotiation with potential investors, until the signature in the final document, enabling the entering of new investments into the Company, without disregarding proper legal protection and legal certainty.

Preparation of draft minutes of the Company’s Articles of Incorporation and subsequent amendments to the Company’s Articles of Association in both Limited Liability Companies and Joint-Stock Companies; preparation and elaboration of tasks carried out by company secretaries; responsible for the analysis of the Company's Financial Statements; preparation of the draft minutes of General Shareholders'/Quotaholders Meetings resolving for capital increase and capital reduction, purchase of quotas/shares for maintenance in treasury, election of the members of the Company's Board of Directors, Senior Management and Audit Comittee; Preparation of draft minutes of Shareholders/Stockholders Agreements; preparation of draft minutes of Directors Service Agreements; preparation of the Company’s Stock Options Plan; preparation of Special Partnership Agreements; Constitution and Transformation of Limited Liability Companies into Joint-Stock Companies;

Management of patents and trademarks registration procedures, being responsible for monitoring deadlines and regularization of pending matters, ensuring the registration of the Company's trademarks and patents, protecting it from possible damages arising out of unauthorized usage from third-parties.

Page 3: CLÁUDIO ANTÔNIO GONÇALVES JUNIOR - 2015.04.13 - Curriculo (Final English Version)

Monitoring of internal and external audit procedures, being responsible for the interface between the Company's Legal Department and internal/external audits; compilation of necessary data for the preparation of the final Audit Report; analysis and correction of non-conformities;

Proven track-record in management, negotiation and purchase of insurance policies, being responsible for the interface between the Company and Insurance Brokers and Agents; negotiation of clauses, premiums and indemnities, ensuring the best cost-benefit relationship for the Company and safeguarding its’ assets from any possible losses;

Management of Contracts, being responsible for the elaboration and monitoring of the Company’s Legal Department’s budget, provision of resources and relocation of budget; purchases of equipment, preparation of deeds of amendments, termination of contracts, measurement of contracts using SAP, BPM and Datasul ERP (Enterprise Resource Planning) softwares, generating controls on the activities and expenditures of the Company’s internal Legal Department and avoiding the interruption of services rendered by outsourced companies.

Interface with service providers, being responsible for maintaining good relationships with the Company’s suppliers and service providers, establishing commercial partnerships and negotiating best prices and conditions whenever available.

Expertise in the translation of documents to and from the English/Portuguese language. Experienced in using Computer Assisted Translation softwares (such as Wordfast), translating documents with sensitive information as they need to be analysed or otherwise approved by the Company’s foreign-based members of the Board of Directors and possible foreign investors.

Resource management of legal documents, cataloguing and filing of documents prepared by the Legal Department to the Company’s virtual dataroom, optimizing search results and consolidating the Company's archives in updated virtual datarooms.

EMPLOYMENT CHRONOLOGYMELO CAMPOS ADVOGADOS ASSOCIADOS..........................................................................................Mar/2013 a Oct/2014Position: Full Lawyer IV

FERRROUS RESOURCES DO BRASIL S.A ...................................................................................................................2008-2012Position: Junior Lawyer / Legal Assistant / Legal Intern

WB TRADUÇÕES & SERVIÇOS DE LINGUAGEM LTDA. .......………………………………………………………………………………….2006-2008Position: Reseach and Technology Coordinator / PT-BR – EN-US Translator

VOLUNTEERINGMember of Amnesty International……………………………………………………………………………………………………………2007-current date

PUBLICATIONS Participation in the elaboration of CEDIN’s (Centro de Direito Internacional) 3rd Yearbook of International LawCEDIN: Translation of cases and legal opinions referred to the International Court of Justice from 1992-2004. Articles available at: http://www.cedin.com.br/site/pdf/publicacoes/obras/anuario_3_v2/anuario_3_v2.pdf

PROFESSIONAL DEVELOPMENT COURSES2nd WINTER COURSE OF THE CORPORATE LAW GROUP STUDIES OF THE FEDERAL UNIVERSITY OF MINAS GERAIS - APPLIED CORPORATE LAW COURSE - Federal University of Minas Gerais’ (UFMG) Law School – July/2014

LEGAL ARGUMENTATION COURSE – Fundação Getúlio Vargas (FGV) – January/2013

UNIVERSITY EXTENSION COURSE IN HEIDEGGER AND THE POSSIBILITY OF A NON-METAPHYSICAL ETHICS - Federal University of Minas Gerais’ (UFMG) Law School – June/2012

BUSINESS SEMINAR “35 YEAR ANNIVERSARY OF BRAZILIAN LAW 6.404/76. (JOINT-STOCK COMPANY’S LAW) – Brazilian Institute of Corporate Law (“IBRADEMP”) - 2011;

2nd CIBERJUR – National Congresso of Technology and Law – Technology and Innovation Committee of the Brazilian Bar Association standing in the State of Minas Gerais (“OAB/MG”) - 2011

ELOQUENCE: FLUENT, ELEGANT AND PERSUASIVE SPEAKING PRACTICES – Academia Livros e Letras – 2007.

Computer Skills:Word, Excel, PowerPoint (advanced level); Internet Explorer (advanced level); Filemaker Database (programmer); ECM, Webdesk, ECM, BOX.net, Datasul (intermediate level); Adobe Photoshop (intermediate); CP-Pró (intermediate level); NeoTriad (intermediate level).