We work in several legal areas, in varied and different sectors
Litigation and Arbitration
• The litigation team strategically takes part, and may even leads it according to the case, into negotiations, business transactions, contractual discussions and others, adding a different perception to the matter.
• Litigation involving matters of several natures, such as civil, business, consumer, sports law, infrastructure, bankruptcy and reorganization (receivership), real estate and intellectual and industrial property law.
• Solid experience in national and international arbitrations before the most renowned domestic and foreign institutions.
• Legal advice to prevent disputes in general and to mitigate risks and possible damages as well, either by providing legal opinions or legal counseling in a more dynamic and informal manner.
• Legal assistance on pre-litigation scenarios. Along and in partnership with our clients, our litigation team will define the best strategy to build a strong and reliable case to be presented in Court.
• Economic analysis of judicial claims of the companies, providing a trustable profile of the chosen company in regards of the lawsuits in which it’s involved and the economics risks associated with.
• Legal opinions in civil matters.
• Monitoring of changes in tax legislation and relevant rulings of administrative bodies and Superior Courts.
• Specialized technical consulting with the objective of preventing conflicts with tax authorities and identify opportunities to challenge tax collection.
• Study of all alternatives under discussion, assessing the benefits and risks involved, to present to the client with the most appropriate strategy that yields the safest and effective result.
• Defense of the taxpayer’s interest who wishes to challenge, both administratively or judicially, any kind of tax collection (taxes in general, including customs and social contributions), with the aim of minimizing the tax burden.
• Defense against offenses tax-deficiency notices issued against taxpayers, consultations with the competent tax authority, assistance in the transmission of compensation requests and in conducting associated procedures, special tax system requests, tax benefit requests etc.
• Conduct and legal advice in lawsuits filed to which the taxpayer is party (both as plaintiff and defendant) such as tax foreclosures filed to collect registered in the overdue tax liabilities registry, working the action in customized manner throughout all instances.
• Support in the execution of commercial contracts in general.
• Advising on the negotiation of domestic and international contracts that encompass the most varied types of agreements.
• Conducting and structuring complex contracts in the infrastructure areas.
• Support in specialized legal advice for contracts in specific markets, such as technology, health, etc.
• Advising on the analysis of commercial structures to identify potential risks and analyze alternative scenarios.
• Analysis of risks of early termination, situations of economic and financial imbalance, limitation of liability and indemnification.
• Legal assistance to financial institutions, banks and banks holding companies, investment banks and investors in capital formation transactions, mergers and acquisitions, complex financings and the design and development of capital-qualified debt and equity securities.
• Legal advice on domestic and international credit financial transactions, debt assumption and restructuring transactions, structured projects and securitization with guarantee (sureties, countersignatures, fiduciary assignment, mercantile and industrial pledge, chattel mortgage, title retention, etc.).
• Legal advice on foreign exchange transactions and on investments in the financial and capital markets (derivatives, swaps, options and futures, any other securities transaction in the relevant stock exchange markets).
• Legal advice on financing transactions, including acquisition financings, lien loan, asset-based financings, restructurings, project financings and real estate financings.
• Legal counsel and advice to Brazilian companies on foreign funding transactions.
• Legal assistance for Brazilian and multinational companies in the payment method segments.
• Competitive risk assessment in corporate transactions and commercial practices.
• Antitrust compliance – creation of internal programs for businesses and associations and training of commercial teams and executives.
• Conduct of internal audit to investigate potential anticompetition practices.
• Legal disputes in competition matters.
• Legal advice on issues involving competition law.
• Negotiation of leniency agreements and consent decrees with competition authorities.
• Representation before competition and judicial authorities in investigations of conduct.
• Representation before competition and regulatory authorities in the submission
or challenge of trust acts.
• Coordination of legal due diligence for assessment towards an acquisition of real estate property.
• Preparation and negotiation of real estate purchase agreement and the respective deed.
• Analysis of structures to enable real estate projects together with other firm practices, such as corporate and tax teams.
• Preparation and negotiation of lease agreements.
• Preparation and negotiation of usufruct agreements.
• Real estate solutions for the implementation of infrastructure projects.
• Incorporation of companies, consortia, joint ventures, partnerships and associations.
• Preparation of corporate documents of limited liability companies (LLCs), corporations, etc.
• Negotiation of investment contracts, association and shareholder agreements.
• Coordination of routine corporate activities and other issues involving LLCs and corporations.
• Risk analysis of corporate transactions and draft of memorandums of corporate matters.
• Conduction of corporate disputes.
• Legal assistance in public bidding procedures and contracts with the Government or government-owned companies (follow-up and review of tender protocols, preparation of requests for clarification, challenges and appeals, risk matrix of administrative contracts and amendments, disputes regarding contractual balance and review/readjustments and extensions).
• Drafting of legal opinions, due diligence reports and memoranda, as well as preparing draft bills of law, decrees and other enactments; monitoring and participation in public consultations and hearings from the National Congress and other administrative bodies.
• Prevention and representation in strategic conflicts, in administrative and judicial litigation and mediations, domestic and international arbitration; also working closely with the Accounting Courts and the Public Prosecutor’s Office, in the context of civil investigations and other procedures.
• Advice related to the obtainment of approvals, licenses, registrations, permits and authorizations, and to matters involving public bodies, professional associations, public foundations, bodies and entities of the voluntary sector and of external control.
• Legal assistance in privatizations, concessions and public-private partnerships, as well as in expression of interest procedures.
• Advice for compliance with anti-corruption laws, independent investigations and integrity due diligences, drafting and implementation of compliance programs, policies and training.
• Advice for compliance with personal data protection law (LGPD), risk mapping and gap analysis, drafting and implementation of privacy programs, policies and training.
• Drafting of legal opinions, due diligence reports and regulatory assessments, as well as preparing draft bills of law, decrees, resolutions and other enactments; monitoring and participation in public consultations and hearings from the National Congress and Regulatory Agencies, workshops and discussion forums in technical committees and industry events.
• Legal advice throughout the development from planning to implementation of major projects of energy, oil and gas, mining, transportation, logistics, sanitation, life sciences, telecom, ports, airports, among others.
• Drafting, negotiating, reviewing and risk assessment of various industry specific agreements.
• Legal assistance in public bidding procedures promoted by Regulatory Agencies such as ANP, Anatel and Aneel (follow-up and review of tender protocols, preparation of requests for clarification, challenges and appeals, risk matrix of administrative contracts, assistance for participation and qualification to bid).
• Prevention and representation in strategic conflicts involving regulatory matters, in administrative and judicial litigation and mediations, domestic and international arbitration.
• Advice related to the obtainment of granting instruments, licenses, concessions, authorizations, registrations, homologations and certifications, as well as approvals and notices.
• Legal advice on all federal, state and municipal taxes, seeking solutions and answers in objective, agile and effective fashion by means of our vastly experienced and deeply knowledgeable tax team.
• Legal advice to domestic and foreign clients, individuals and legal entities willing to implement business or invest in Brazil, regarding direct and indirect taxes, social security contributions and customs legislation.
• Drafting of opinions and memorandum on tax legislation, its interpretation and application in the most diverse economic sectors, indicating possible risks and alternatives that may mitigate reduce or eliminate them.
• Analysis of the tax aspects involved in mergers and acquisitions, national and international corporate restructuring, capital markets and infrastructure projects.
• Review of corporate structures and procedures adopted by clients in tax assessment, aiming to find alternatives that reduce the tax burden, including the restructuring of transactions, corporate reorganization, use of regional and sectoral tax benefits, special customs regimes, among others.
• Close collaboration with the client so as to obtain special local, state or federal tax benefits nation-wide.
• Wealth and asset protection planning.
• Advice on cross border transactions, including the application of agreements executed by Brazil to avoid double taxation and interaction with foreign offices.
• Legal counsel relating to public tenders for the granting of PPAs, as well as for the procurement of permits and licenses necessary for one’s activity.
• Legal support for the purchase and sale of power generating assets, such as thermoelectric power plants, small hydros (PCHs), wind and solar farms, etc.
• Drafting and negotiation of contracts, such as EPCs, PPAs (free and regulated market), O&Ms, GSAs, contracts for the connection and use of transmission, energy and distribution systems.
• Legal support in the structuring, financing and implementation of integrated projects, such as LNG terminals associated to thermoelectric plants.
• Support in the structuring, financing and implementation of bioenergy projects (biogas or biomass thermoelectric plants), distributed generation projects as well as in photovoltaic and windpower projects.
• Drafting of expert and legal opinions, in addition to defending the interests of our clients in judicial litigation or arbitration.
MERGERS AND ACQUISITIONS
• Merger, acquisition, takeovers and sale of companies or assets.
• Assistance to transfer of control and minority shareholdings.
• Conduction of cash-in and cash-out transactions, private equity, leveraged buyout, management buyout, etc.
• Counsel on the development of legal due diligences in organizing data rooms for such operations.
• Integrated and coordinated work with the tax law department, which optimizes resources.
• Execution of complex commercial agreement for investments in companies in general.
Life Sciences and Health
• Organization and Regularization of companies to start operating in Life Sciences and Health.
• Regulatory Strategy for the development, concession and/or renewal of products submitted to the Brazilian National Health Surveillance System.
• Regularization of product prices before the Brazilian Regulatory Chamber of the Medicines Market (CMED).
• Evaluation of marketing measures from legal standpoint in face of the health legislation.
• Government Relations in strategic cases involving the Brazilian Health Regulatory Agency (Anvisa), Ministry of Health and CMED.
• Monitoring of issues of interest being reviewed by the National Congress or discussed by the Federal Government and the Regulatory Agencies.
• Risk analysis and advice on strategic actions.
• Administrative and judicial litigation in all matters in connection with health issues.
• Legal assistance on securities purchase and repurchase operations, asset divestiture and assumption of liabilities and restructuring and investments in companies in debt.
• Structuring and incorporation of investment funds, including structured funds.
• Public and private offerings on the domestic and international capital markets.
• Represent issuers and underwriters in private placements by corporate issuers, funds and project finance issuers.
• Legal advice on the IPO process with planning and preparing for post-IPO disclosure and governance requirements.
• Legal advice on any type of agreements related to relating to securities activities of securities (shares, debentures, commercial papers, bonds, ADRs, BDRs).
• Preparation of company’s press release, private offerings of securities documents, public offer prospectus or due diligence report for an IPO in Brazil.
• Legal assistance in administrative proceedings and formal consultations with the CVM, B3 – Brasil Bolsa Balcão and Cetip.
• Assistance in mergers, acquisitions and divestments related to mining companies, as well as in forming consortia, joint ventures and transfer of research and mining rights.
• Representation in administrative proceedings before the National Mining Agency, environmental and other governmental bodies.
• Assistance with mining lease agreements, farm-out agreements, relationship with land owners and holders and impacted communities.
• Legal due diligences and title opinions.
• Mining sales and other industry contracts.
• Litigation both in the administrative and judicial spheres, including mineral easement and charges of CFEM (Brazilian mining royalty), TAH (annual fee per hectare) and fines.
• Consultancy on regulatory matters.
Oil and Gas
• Legal advice to national and foreign clients in the different stages of the oil and gas industry: upstream, midstream and downstream (in exploration and production, refining and processing, as well as logistics, distribution and commercialization.
• Legal counsel on the purchase and sale of assets, such as gas transport pipelines, exploration blocks and oil producing fields (farm-out e farm-in), Natural Gas Processing Units (UPGNs) gas hubs, refineries and terminals.
• Drafting, negotiation and implementation of joint ventures, joint operation agreements (JOAs) and unit operation agreements (UOAs).
• Drafting and negotiation of contracts for the purchase and sale of oil and/or natural gas (COSAs and GSAs), gas balancing and processing agreements, EPCs, among others.
• Legal advice in administrative proceedings withing ANP and other government agencies, including matters relating to exploration and production contracts (assignment, annexation and extension of contracts, approval of financial collateral and work programs, etc.).
• Regulatory support in permit procurement procedures (refining, processing, transporting, selling, distributing, etc.).
• Drafting of expert and legal opinions, in addition to defending the interests of our clients in judicial litigation or arbitration.
• Legal advice throughout the development from planning to implementation of infrastructure projects of energy, oil and gas, mining, transportation, logistics, sanitation, life sciences, telecom, ports, airports, among others.
• Legal assistance in mergers, acquisitions and divestments related to infrastructure companies, as well as in forming consortia and joint ventures.
• Legal due diligences and title opinions.
• Drafting and reviewing industry specific agreements such as Engineering, Procurement and Construction Contracts (EPCs), alliance agreements, built-to-suit contracts, construction management agreements, operation and maintenance agreements (O&M), subcontracts and supply contracts.
• Advice on transactions for project financing.
• Legal assistance in public bidding processes, privatizations, concessions and public-private partnerships, as well as in expression of interest procedures.
• Protection and allocation of assets among heirs for avoiding conflict during the succession.
• Reduction of tax liability and legal costs and expenses in succession.
• Structure and/or organization family assets with a view to the issue of succession.
• Reorganization of family companies, constitution of investment vehicles and holdings, in Brazil and/or abroad, with aims involving succession planning, tax planning and/or asset organization.
• Elaboration and implementation of all the necessary instruments to regulate the relationship between partners and/or shareholders and the management of companies, including shareholders or quotaholders’ agreements.
• Elaboration of wills, common-law marriage agreements, family protocols, deeds of donation and/or establishment of usufruct, in compliance, when necessary, with the implementation of the proposed corporate structure.
• Negotiations of disputes involving family businesses, including for succession purposes.
• Assistance in mergers, acquisitions and joint ventures of internet and telecom companies.
• Regulatory advice on fixed and mobile telephony, Multimedia Communication Service (SCM), satellite, VoIP services, among other aspects relevant to the telecom sector.
• Assistance in proceedings concerning transfer of ownership, obtainment of prior consent from or notice to the National Telecommunications Agency (Anatel).
• Representation of clients in administrative proceedings before Anatel and judicial disputes regarding regulatory matters.
• Drafting and reviewing industry agreements.
• Assistance in public bids for spectrum and satellite slots.
Venture Capital / Startups
• Assistance for investments in early-stage and already operational companies.
• Structuring of investments in startups.
• Support in the negotiation with founding partners.
• Counsel to venture capital funds and to companies seeking to foment and accelerate their business.
• Performance of legal due diligences for investment purposes.
• Counsel on equity investments or debt issuance (including but not limited to convertible instruments).
• Support in the implementation of corporate governance practices focused on the sector.
• Organization and support in the implementation of liquidity events.