Practices

M&A

Advising Brazilian and foreign clients, our Firm is extremely active in mergers and acquisitions of companies, sale of control, public offerings and transfers of corporate interest. Our staff has already worked with companies of varied sizes and sectors by changing corporate structures and by implementing solutions to provide a better tax efficiency for all parties involved in the negotiations. Our work includes a complete advice at all stages of the process, from drafting the first agreements, conducting due diligence and providing assistance for data room organization, to procedures before the Administrative Council for Economic Defense (CADE), negotiation of business and corporate agreements, as well as active participation in the closing process, such as the fulfillment of contractual obligations, legal and arbitration disputes.


STRUCTURING AND INVESTMENTS OPERATIONS

Our team provides legal advice regarding structuring of business operations and activities in all of business sectors, through the identification of legal structures that bring security to the parties and better tax efficiency to the business. We also identify local and foreign investors creating investment funds and other alternatives of capital market, and we develop investment structures for localor foreign private equity funds, and structures for fundraising and financing projects. Operating in Brazil and abroad, our professionals’ solutions take into considerationthe longevity of the business, sustainability, ethics, environmental responsibility corporate governance, among other factors.


CONTRACTS

Our contracts team seek to provide the most efficient formalization of business relations by drafting civil and commercial contracts/agreements, term sheets, memorandum of understanding, among others,such as commercial representation agreements, manufacturing, distribution, supply of products,services’ provision, commercial concessions between producers/importers, and agreements of higher complexity in internal and cross-border transactions. Our work also includes the execution of real estate agreements of different modalities (residential, commercial, industrial, shopping center, hotel, hospital) involving purchase and sale, lease, mortgage, conditional sale of urban and rural properties, real estate development and allotments, structured transactions involving real estate investment funds and securitization of real estate receivables.


TAX

In the tax area, our Firm has expertise both in the consultancy ands litigation area. We operate in domestic and international tax planning, on the identification of alternatives and legal tax advantages to Brazilian and foreign companies, in tax review, in drafting legal opinions to solve dubious interpretations and application of tax laws. In litigation, we work before the Administrative and Judicial Courts, defending tax assessments or tax foreclosures by conducting injunctions, proceedings, judicial actions, among others. We also handle proceedings before States Treasure Offices (Secretarias da Fazenda) and the Federal Revenue Office of Brazil (Secretaria da Receita Federal) performing taxes compensation refunds requirements, contingencies organization for the dispatch of clearance certificates, submitting consultations and tax incentives. We also follow up inspection procedures by governmental entities made on our clients’ facilities, advising them on the submission of documents to their tax summons. Our work also contemplates the organization and participation in tax committees of companies, business groups and professional associations.


CORPORATE RELATIONS

Our practice in Corporate Law involves the elaboration of legal opinions, articles of association, corporate by-laws and all legal instruments/agreements arising from corporate transactions, such as constitutions, corporate restructuring of companies, corporate acts for the implementation of tax planning, regulation of investment funds, structuring of joint ventures, as well as the handling spin-offs, mergers and other structures arising therefrom.

We operate in the implementation of governance standards and compliance, in the development of business rules between partners through shareholders' agreements, and also in the creation of internal regulations and manuals for companies.

Our Firm also advises clients in matters involving the rules of the Central Bank of Brazil (Banco Central do Brasil), performing services related to foreign capital registration (Electronic Statement Registration - Foreign Direct Investment), reinvestments, dividend remittances, repatriation of invested capitalconversion of credits in investment, as well as foreign registration of Financial Transactions and of Foreign Capital Statements. We also provide legal advice services regarding matters regulated by the Brazilian Securities Commission (CVM) and other regulatory agencies.

Our team has also extensive experience in the conduct of general meetings and shareholders meetings, as well as in defending minority and majority shareholders interests in corporate legal and arbitration disputes. Not only in business litigation, we also advice on conflict prevention and in complex negotiations and arbitration proceedings, both in Brazil and abroad.


ESTATE AND SUCCESSION PLANNING

In the context of asset management and planning, our Firm works in a multidisciplinary legal analysis of equity, in order to identify the liability risks of their holders, convenience of asset restructuring, without losing sight of the best tax law efficiency, both as an individual and as a legal entity. Our advice includes an analysis of civil, succession, tax and corporate implications for the client, in order to create structures and instruments able to provide the adequate transfer of assets between generations and the implementation of business coexistence rules between the client, their heirs and successors. Our work also includes the legal advice and the production of appropriate legal agreements to wedding arrangements, donations and wills. We evaluate the needs of each client and suggest the use of legal structures in Brazil and abroad, through the constitution of companies, holdings, investment funds, trusts, foundations, among others, and develop and elaborate governance rules to the execution of corporate agreements.


LABOR RELATIONS

In the Labor Law area, our Firm provides consultancy and litigation services. In the consultancy context, we provide services regarding labor agreements, legal opinions and consultations, as well as in union negotiations and before the Regional Labor Offices (Tribunais Regionais do Trabalho). We also provide consultancy on the development of Career and Salary Plans. In the litigation context, we defend interests of companies in labor suits, as well as in administrative litigations before Regional Labor Offices, Public Ministry of Labor (Ministério Público do Trabalho) and Brazilian Social Security Institute (Instituto Nacional do Seguro Social).