Murilo Cruz Garcia

Acting for 20 years as head of Legal Departments in large multinational companies, holding positions of Statutory Legal Director and Legal Manager, I am responsible for the management of diversified issues in Brazil, Latin America (Argentina, Colombia, Ecuador, Mexico, Paraguay, Peru and Uruguay), the United States and Europe (Luxembourg, Netherlands and Switzerland).

Therefore I have acquired extensive generalist experience, highlighting my participation in many M&A transactions, in corporate law (including implementation of Corporate Governance structure and capital markets), contracts, regulatory, tax and litigation, having led negotiations and strategies in cases of relevant values and high complexity with investors, large suppliers (i.e., Petrobras, Shell, Thyssen, Engie and Braskem) and also involving federal and state governments, ministries, regulatory agencies, financial institutions and investment funds, in Brazil and abroad.

About my experience as a leader, I have led internal teams reaching up to 70 subordinated professionals, in addition to service providers comprising more than 50 law firms in Brazil and more than 20 international law firms spread worldwide, plus dozens of consultants and advisors.

As academic background, I have got two LLMs, one in International Corporate & Commercial Law from King’s College London and another in Corporate Law from Insper; a Certificate of Compliance from Fordham Law School in New York; an MBA in Business Management from FAAP; as well as a postgraduate degree in Commercial Law and a degree in Law from FMU.

My profile stands out for the high level of technical knowledge and experience in management in the legal area, plus additional ability to manage issues in administrative areas such as finance, accouting and human resources. As my personal features I would highlight:- strong leadership, business vision, results-oriented, resilience, hands on, dynamic, open-minded and flexibility.

UNIGEL PARTICIPAÇÕES                                                                                                                              Aug. 2015 to present                                                                                                                                                                                                                                       

2nd largest national chemical industry with subsidiaries in Mexico and the USA, global operations in the chemical/fertilizer, R$10 billion revenues and 1,500 employees.

Legal Director & Compliance

• Oversight of M&A operations at all stages, resulting in the acquisition of 2 chemical plants in São Paulo; the sale of 1 BOPP plant in Rio Grande do Sul; the sale of 1 acrylic sheet plant in Mexico; the setting up of subsidiaries in Luxembourg, Netherlands and BVI; joint venture for the production of Green Hydrogen; various investment appraisals; corporate mergers; drop-down and spin-off operations for business reorganization and tax planning.
• Implementation of Corporate Governance structures, obtaining registration as a Listed Company with the Brazilian SEC (CVM and on B3's - level Novo Mercado), including the structuring of the Board of Directors, Finance Committee, Audit Committee, Ethics Committee and Risk Management area, adjustments to the Articles of Association, drafting of Regulations and Policies, CVM Reference Forms, Notices to the market, with the objective of launching initial public offering (IPO).
• I lead the company's participation in Petrobras' bidding process, resulting in the lease of 2 fertilizer plants and 1 port; complying with complex regulatory requirements that made Unigel the 1st consumer in the free natural gas market in Brazil. I was responsible for complexes contracts in natural gas consumption valued at over R$2 billion, with large suppliers such as Petrobras, Shell, Galp and TAG.
• Directly involved in negotiating major contracts concerning new projects, the purchase and import of equipment, EPCs, and raw materials from large suppliers such as Thyssen Group, Casa dos Ventos, Braskem and Shell, managing the contracts area with an annual average of 800 diversified agreements.
• Participation in 6 bond issuances, having been responsible for all the documentary implementation stages together with law firms in the United States (Weil & Gotshal, Simpson Thacher, Cleary, Clifford Chance), Luxembourg (Loyens), Singapore (CNPLaw), financial advisors (Morgan Stanley, Moelis, Houlihan) and agents/trustees (BNY, TMF and EPIQ), which resulted in the issuance of more than US$ 1 billion and R$ 500 million in debentures; the contracting of dozens of credit lines and other diversified financial operations (derivatives,  letters of guarantee, among others).
• I have managed two complex financial restructurings, the first of around R$2 billion and the second R$ 4.5 billion, involving 15 national and international financial institutions, offices and advisors in Brazil, the United States, Luxembourg, the Netherlands, Mexico and Singapore, including mediation and extrajudicial recovery proceedings.
• Oversight of the tax area, reducing litigation and contingences from R$2.3 billion to R$600 million; I implemented numerous judicial theses and administrative reviews that resulted in credits and tax rate reductions of more than R$500 million; I have carried out advocacy and government relations, having approved a Confaz Agreement No. 183/21 and obtained changes in state legislation to reduce tax rates, resulting in reductions in the ICMS calculation base of 80%, as well as a reduction in the ICMS balance payable of between 80% and 90%; in addition to coordinating numerous tax plannings aimed at legally reducing the tax burden. I am a member of FIESP's Tax Committee.
• I have established the strategy for handling over 1100 defensive lawsuits (labor, civil, arbitration and environmental), having created a Preventive Labor Committee and a Crisis Committee for accidents and environmental issues, resulting in the resolution of settlements, such as civil, and Class Actions cases, with a notable reduction in costs and provisions, having faced lawsuits involving 6,500 individuals, the Public Prosecutor's Office and corporate litigation, in addition to guiding our other areas and implementing corrective measures and policies to avoid further filing of new claims.
• I structured Unigel's Compliance Area, implementing its Code of Ethics & Conduct; defining critical issues and implementing training; managing the hotline; mapping risks (GRC); as well as background checks of employees, customers and suppliers; supporting internal and external auditors, conducting foresinc investigations, reviewing internal processes and subsequently implementing corrective measures; acting as DPO - Data Privacy Officer.

VICUNHA GROUP                                                                                                                                                                        Aug. 2008 to Jul. 2015

One of the largest textile industries in Latin America, with annual revenue of R$ 2 billion and 8,000 employees, with factories and distributors in Brazil and abroad.

Legal Manager                                                                                                                                                                                                         

• Responsible for managing a wide range of issues for more than 20 subsidiaries in the group in several states of Brazil, as well as in Argentina, Switzerland, the United States, Uruguay, the Netherlands, Ecuador, Colombia and Peru, with varied business activities in the textile, real estate, agricultural and financial investments, involving the drafting of an average of 800 contracts per year.
• Publicly-held company, listed on the Brazilian stock exchange until 2013, I was responsible for the corporate routine before the CVM from 2008 until the OPA. I served as an alternate member of the Board of Directors of the investee Cegás (Companhia de Gás do Ceará) and secretary of the Board of Directors of Vicunha;
• I oversaw 12 corporate and M&A operations resulting in the incorporation of trading companies and financial vehicles in the United States and Uruguay; the acquisition of 1 textile plant in Argentina; 1 chemical plant in Americana; a joint venture with an Israeli company to produce pigments (Avco); the sale of 3 textile plants in Brazil; the incorporation of distributors in Netherlands, Peru and Colombia; the dissolution of subsidiaries in Switzerland and China and the negotiation of 1 Viscose plant in Austria.
• I implemented the tax regularization project, structuring and training the team to work together with the Federal Revenue Service, resolving more than 80 pending issues that prevented the issuance of CNDs (Debt Clearance Certificates), rehabilitating Vicunha to obtain public financing, sell assets and other operations.
• I managed a portfolio of labor and tax cases in excess of 3,000 claims, defining a strategy for an immediate reaction to the filing of mass labor claims (more than 2,000 cases in 3 months), working  with Superior Labor  Tribunal (TST), contributing to changes in Precedent nº 366. I implemented an effective strategy in the collection of debtor clients, in excess of 600 cases, considerably increasing the recovery rate.

PROEMA AUTOMOTIVA                                                                                                                                                               Jan. 2003 to Jul. 2008

Holding company in the automotive sector, with annual sales of R$350 million and 1,500 employees, supplying the country's main automakers.

Legal Manager

• I took part in negotiations and drawing up supply contracts with the country's largest vehicle manufacturers.
• I structured the company's Legal Department and reorganized the portfolio of outsourced firms.
• I carried out negotiations with Unions in various situations and collective agreements conditions.
• I reorganized the tax area, litigating over 300 tax proceedings, working with the Finance Departments of the States of São Paulo and Minas Gerais to obtain installment payments, unblock assets and authorizations to issue invoices.

AGENOR MONACO ADVOGADOS                                                                                                                                         Jan. 2000 to Dec. 2002                                                     

Medium-sized specialized law firm with 20 lawyers and a client portfolio including banks, construction companies, insurance companies and individuals.

Civil & Contracts Lawyer

Academic Background

• Master of Laws – International Corporate & Commercial Law – King’s College London (2024)
• Compliance Program - Fordham Law School - New York (2013)
• LLM - Corporate Law - INSPER (2011)
• MBA - Business Management - FAAP (2008)
• Postgraduate in Business Law - FMU (2003)
• Law Degree - FMU (1999) - OAB/SP nº 173.43