We provide legal assistance for setting up and management of national and international companies, regarding several types of corporations.
- Incorporation of companies, shareholders agreements and corporate acts in general;
- Corporate restructuring including mergers and acquisitions, spin-offs, mergers, joint ventures and liquidation of companies;
- Due diligence for acquisition and/or sale of companies;
- Defendants before the Brazilian Securities and Exchange Commission (CVM) in the representation of shareholders and administrators in administrative proceedings;
- Consulting in the scope of civil liability of administrators and succession planning;
- Corporate restructuring in bankruptcy procedures and cases of judicial and extrajudicial recovery of companies;
- International settlements related to the Central Bank of Brazil (BACEN), including registration of foreign investment, remittance of foreign currency, repatriation of capital and conversion of loan into foreign investment in the country.
We assist our clients in contracts and in the structure and issuing of securities related to agribusiness, we are one of the pioneers in the issuance of such securities.
- Analyses and formalization of Rural Produce Note (CPR) and of securities related to the national system of rural credit;
- Structured Operations with agribusiness certificates of deposit (CDA), agribusiness warrants (WA), certificate of agribusiness credit rights (CDCA), agribusiness credit bonds (LCA), agribusiness receivables certificate (CRA) and Agribusiness notes;
- Assistance in the negotiation and elaboration of Export Prepayment Contracts (PPE), as well as in import and export exchange procedures; customs regime, SISCOMEX and the Federal Revenue.
We act in the elaboration, discussion and negotiation of the main sorts of contracts, such as:
- Technology transfer contracts; trademark use license; license agreement for software Use;
- Commercial partnership contracts and commercial lease;
- Collective investment contracts; irrevocable undertaking to constitute trade;
- Memorandum of understandings for preliminary setting up of corporate business; confidentiality agreement;
- Consulting contracts and service rendering contracts in general.
- Corporate and legal assistance for taking part in public bids for contracts, by means of assistance to elaborating proposals, elaboration of judicial impugnation and of administrative appeals;
- Strategic and legal assistance aiming at the planning and acting regarding concessions of public services;
- Acting with public services, especially in the sectors of telephone services, sanitation, roads, ports, electricity, housing, information technology, digitals cities;
- Elaboration and negotiation of contracts for service rendering;
- Elaboration and negotiation of consortiums and other strategic alliances;
- Strategic assistance in the performance of public services by utility companies;
- Acting within public private partnerships – “PPP”;
- Acting before the third sector (Civil society organizations of public interest – OSCIPs, social organizations – OS and non-governmental organizations – ONGs).
- Filing of lawsuits aiming at the defense of interests in bidding procedures;
- Defense in public civil actions and administrative misconduct;
- Acting in litigation related to civil liability of the State;
- Acting before Regulatory agencies (Federal, State and Municipal), in special sectors of telephone services, sanitation, roads, railroads, ports and electricity;
- Acting before Courts of Auditors;
- Acting before Administrative Council for Economic Defense (CADE);
- Acting in disciplinary proceedings.
International Law and Trade Financ
Assistance in the elaboration and discussion of operations regarding advance payment of exports;
- Elaboration of structures for export securitization;
- Financial operations of imports financing;
- Formalization of all necessary guaranty in order to release financial resources, as well as the issuance of legal opinion concerning the very structure of the operation, according to the brazilian legal system;
- Assistance in international fiduciary structures, such as constitution of trusts and/or foundations for restructuring and/or equity reorganization.
Divestiture or acquisition of real estate property, urban or rural, as well as the provision of guarantees or other liens;
- Elaboration and creation of judicial structure for the acquisition of rural real property by foreign investors;
- Real estate status examination for companies and property-possession or encumbrance assessment related to properties, including for legal auditing;
- Securitization of receivables arising out of real estate transactions, leasing guarantee by mortgages and real estate investment funds.
- Consulting on direct and indirect taxes, fees and contributions;
- Legal opinions on tax impact over commercial and financial operations;
- National and International tax planning;
- Assistance in the renegotiation of tax liability;
- Tax Due diligence and strategic management of fiscal liability.
- Assistance in the area of intellectual property, covering the legal protection of invention patents, trademarks, utility models, industrial designs and computer programs;
- Legal assistance necessary for invention patent protection, brands, utility models, industrial design and computer programs before the Brazilian National Institute for Industrial Property (INPI) or Judiciary;
- Registration of technology transfer and franchise agreements with Brazilian National Institute for Industrial Property (INPI);
- Domain name registration in the Internet, as well as litigation concerning conflicts with domain names, brands and companies names;
- Analyses and registration of literary, scientific and artistic works before the responsible agencies;
- Acting in CONAR (Brazilian Advertising Self-regulation Council) with lawsuits involving publicity matters.
Litigation – Arbitration
- Strategy Preparation and lawsuit handling in the practice areas of the firm that englobe corporate law, business law, agribusiness, banking law, contract law real estate law, intellectual property and tax law;
- Acting in National and International Arbitration, with experience in the main Arbitration Chambers (CCI, CAM-CCBC, FIESP, CAMARB, CARB, among others).
- Expertise to analyze restructuring situations and assist customers in bankruptcy proceedings;
- Structuring, planning and follow-up on judicial reorganization lawsuits on behalf of the company under reorganization;
- Creditors Representation.
Legal support in favor of companies and employees in order to offer a proper advice related to labor issues (consulting and litigation areas).
The consulting area encompasses legal advice at the time of hiring and orientation of behavior to prevent labor lawsuits, as well as legal opinions and advice relating to labor issues.
The litigation includes active participation in the administrative and judicial fields, with prior analysis of doctrine and jurisprudence and potential financial risks.