Amidst reforms and constructions, 14 new soccer stadiums will be opened in Brazil from 2013 to 2014, 12 of which are being built or renovated especially for the Confederations Cup and the World Cup. The new stadiums have a distinguishing feature that differs from other stadiums built in the country so far: the international model of “multipurpose arenas”.



Amidst reforms and constructions, 14 new soccer stadiums will be opened in Brazil from 2013 to 2014, 12 of which are being built or renovated especially for the Confederations Cup and the World Cup. The new stadiums have a distinguishing feature that differs from other stadiums built in the country so far: the international model of “multipurpose arenas”.

The word “arena”, derived from the Latin “sand”, means “the central part of Roman amphitheaters, covered with sand”. As opposed to old gladiator arenas, the concept of multi-purpose arena currently used to new stadiums represents the most modern aspects in the sports world. They are facilities able to receive various kinds of events, other than soccer matches, such as concerts and cultural and corporate events.

Due to this multi-purpose feature, these arenas can generate business that go far beyond the four lines. The evolution of sports facilities may be the primary step to place the sport product in a level even closer to the concept of entertainment. This new reality will allow the audience to increase its consumer experience in bars, restaurants, shops and tours to new arenas, among others.

That results in the opening of a new field for investments in the sector, both in terms of sponsorship incentive and relationship strategies in hundreds of boxes and business seats, which will be offered in new arenas.

This ownership will increase the revenue of the new arenas, thus contributing to the growth of values from box office and sponsorships. In addition, it will encourage an ownership so far little known in Brazil: the naming rights, a marketing tool used to promote brands through their association with areas dedicated to sports and/or entertainment.

The naming rights are the most profitable ownership and, at the same time, the more complex one, both for the purchasing company, and for the owner of the arena that sells it. Certainly, it is the most impressive ownership in a multi-purpose arena.

It is profitable, since it can generate a huge media return by virtue of the wide brand exposure next to the new arena. It is complex, as the administrator of the new arena, be it a club or third party, needs to be in perfect harmony with the company purchasing naming rights, both protected by a contract covering the relationship between the parties, in the most peculiar developments involving a sponsorship of this magnitude.

In a naming rights contract, the company purchasing the ownership should aim, at least: (i) that the arena is used so often (preferably more than 50 times a year) and with good quality and famous events; (ii) that the arena do not expose competing brands; and (iii) to create (through activation actions) empathy between the new name and the consuming audience/attending audience of arena (that is when the new name will effectively “work”).

From the 14 new Brazilian arenas, only three have sold their naming rights – the old Palestra Itália, renamed “Allianz Parque” and Arenas Fonte Nova and Pernambuco, being that none of them has exhausted their capacity for activation of sponsorships and relationships with potential sponsors.

The time has never been so favorable and inviting for investments in the sector. The sophisticated and peculiar relationships in sport and entertainment segment, however, require a special contractual protection.


World Cup Law: care to be taken within the industrial property rights

Brazil hosts the 2013 Confederations Cup and the 2014 FIFA World Cup, for which it has signed the agreement named “Hosting And Bidding Agreement” and, later on, which created World Cup Law (Law nr. 12.663/12).

This law set the preparation of a list by the INPI (Instituto Nacional de Propriedade Industrial) of the brands related to events on screen as highly reputed trademarks, that is, brands with broad protection in any market segment. Thus, the official symbols have being enforced by highly reputed trademarks and are prohibited from being referred to or copied without FIFA’s express permission, such as: Copa 2014; World Cup; Copa do Mundo; Brasil 2014; Rio 2014; São Paulo 2014, etc.

INPI will inform (Center for Information and Coordination of dot BR) on FIFA’s highly reputed trademarks for rejection of domain names or expressions using terms identical to such brands or similar. FIFA’s express permission will be required to provide any type of image and sound display of events, in addition to websites.

These measures are based on the prevention against unfair competition. Sponsors and supporters royalties must have priority, since they were essential to the viability of the events. Special attention should be given to misuses and ambush marketing from others, during the performance.

It is important to be aware about the list of brands that must have FIFA’s express permission in order to avoid possible legal contingencies and disorders around above-mentioned legislation.

INTELLECTUAL PROPERTY  – Elton Minasse e Pedro Leal Fonseca

Vienna Convention brings new rules on the preparation of international contracts

As reported in the latest edition of this LEXpress, the UN Convention on International Contracts for the Purchase of Goods (CISG) will start to govern, from April 1, 2014, purchase contracts between people located in Brazil and people located in other member countries of the Convention. The CISG and the Civil Code (CC) are compared herein, which regulates the national contracts, in respect of some problems in the preparation of contracts.

Both instruments acknowledge the classic form of preparation of contracts: proposal followed by acceptance. However, there are important differences. In CC, the proposal binds the tenderer, unless its terms, the nature of the business or the circumstances indicate otherwise. In the CISG, on the other hand, a proposal is binding if the author is willing to be bound, in case of acceptance. 

Both instruments allow the retraction of the proposal, since it reaches the other party before or simultaneously with the proposal. However, the CISG also admits the withdrawal of the proposal without a period of acceptance upon receipt thereof, since it is made before the acceptance issuance. This is not possible if there is a period of acceptance or if it is reasonable that the accepting party irrevocability relies on the proposal, and if it has acted based on such trust.

The CISG and the CC also differ with respect to tacit acceptance. The latter admits in business in which the express acceptance is unusual; the earlier requires at least a behavior indicating acceptance (conclusive behavior).

In both cases, the acceptance of reservations constitutes new offer. In CC, any reservation contained in the acceptance prevents the preparation of the contract (unless upon acceptance of the original tenderer). In the CISG, the reservation that does not change substantially the conditions of the proposal does not prevent the preparation of the contract, unless the tenderer timely rejects it. Price, payment method, quality and quantity of goods, delivery site, extent of the parties’ liability and conflict resolution are substantial conditions of the proposal, according to CISG.

A distinction of great importance is that of the time of preparation of the contract. In the CC, this is when the acceptance is issued. In the CISG, the general rule is the moment when the acceptance reaches the tenderer.

ANTITRUST – Maria Eugênia Novis

New rules towards the commitment for behavioral change

Less than one year after the publication of CADE’s new bylaws, which regulated the negotiation of Commitment Agreement (TCC) in the investigation of anti-competitive practices, on March 5, 2013, Resolution Nr. 5/2013 was published, setting forth new rules on proposal and negotiation of TCCs. The main changes introduced by this rule are summarized below.

First, Resolution Nr. 5/2013 granted to Superintendent-General the power to negotiate TCCs in the cases of preparatory procedure of administrative investigation, administrative investigation or administrative proceedings that are pending in the General Superintendence at the time of submission of the application, as well as to define the duration of the negotiation period. By the old rules, the negotiation was conducted by one of the Board members of CADE (regardless of whether the procedure has reached the trial stage), for a maximum of 60 days.

Secondly, the Resolution established stricter rules for the negotiation of TCCs in investigations of agreement, covenant, manipulation or adjustment between competitors. It expressly provides that the committed parties must undertake to pay a financial contribution of not less than the minimum penalty provided by the Competition Law, as well as acknowledge their participation in the investigated conduct According to the old rules, such an obligation existed only in the event of a leniency agreement executed in the same case.

In addition, Resolution Nr. 5/2013 establishes parameters for the calculation of the financial contribution in cartel cases, as well as economic incentives for the proposal of agreements in the early stages of the investigation.

When the negotiation is held by the Superintendent-General during the investigation phase, the contribution to be paid by the first principal executing the TCC will have 30% to 50% reduction of the expected fine. The contribution to be paid by the second principal will be reduced from 25% to 40% of the expected fine, and subsequent principals will have reductions of no more than 25% of the expected fine. Resolution Nr. 5/2013 also provides the duty of representatives to cooperate with the authorities and to contribute to the investigations. 

On the other hand, when the trading is conducted by one of the Board members of CADE during the trial phase of the procedure, the contribution to be paid by the principal that executes the TCC will have a reduction of not more than 15% of the expected fine.

These amendments have suffered harsh criticism of antitrust community, to the extent that they tend to compromise CADE’s purpose to encourage agreements in cartel cases. In particular, the obligation to recognize the fault is particularly sensitive when the principals are under investigation in other countries.