Our advisory and preventive activity is based on the strategic impact on the client’s business. Our team has a deep understanding of clients’ needs. Our service is distinguished due to the agility, proximity, and assertive presence of our partners in all projects.
Tax
We advise our clients to evaluate the enforcement of the tax law, as well as on preventive analysis and follow up of tax procedures in all court levels.
Fields of Operation:
- Legal opinion regarding tax issues;
- Advice regarding tax requests from state revenue agencies;
- Advice regarding tax treatment;
- Analysis of tax risks and legal security in tax relations;
- Tax and fiscal planning for companies and enterprises;
- Analysis of tax regime and burden, tax benefits;
- Tax planning for better economic-financial results;
- Assistance in tax instalment payments;
- Assistance in Mergers and Acquisitions, Project Financing, and Corporate Restructuring;
- Analysis of tax opportunities;
Corporate
We work with audits (due diligence), consolidation of corporate day-to-day actions, corporate restructuring, capital markets, and the regulatory environment. The team maintains an inextricable interface with the tax management area, which makes it capable and competent to offer the client a panoramic and complete view of the business.
Fields of Operation:
- Restructuring and Corporate Assistance;
- Preparation and Negotiation of Shareholder Agreements;
- Structuring and setting up corporate entities (SPEs, SPCs, Ltda., S.A and others);
- Permanent Corporate Assistance through council and preparation of corporate acts;
- Permanent assistance on corporate matters in general to several segments of the national market;
- Implementation of legal mechanisms for succession organization;
- Structuring and Implementation of real estate ventures;
- Assistance with spin-off, merger, and incorporation negotiations;
- Assistance in negotiating the withdrawal or removal of partners with asset appraisal;
- Establishment of Corporate Groups;
- Advice to investors/purchasers of operations, companies, equity and/or assets in Brazil, corporate structuring, negotiation and realization of the necessary contractual instruments;
- Assistance to foreign companies interested in investing in Brazil;
- Assistance and structuring of strategic alliances, joint ventures, and correlated contracts;
- Legal audits (due diligence) inherent to the operations;
Mergers and Acquisitions
We act in all legal stages of mergers and acquisitions processes in partnership with M&A companies. We provide council for the purchase or sale of stock control and minority interests, and we also perform due diligence to identify the critical aspects of the business, as well as the preparation of all contractual instruments of the process.
Fields of Operation:
- Corporate, tax, and contractual council for mergers and acquisition operations of significant shareholdings, incorporations, purchase and sale of assets and companies, formation of joint ventures, investment funds;
- Assistance with all phases of business intermediation, from (1) structuring and (2) road show till (3) negotiations are completed;
- Legal audits (legal due diligence) to identify critical aspects and contingency formation;
- Legal opinions regarding business risks;
- Preparation of all preliminary contractual terms and final agreements such as memorandums of understanding (MOU), non-disclosure agreements (NDA), letters of intent, purchase and sale agreements, shareholders’ agreement, incorporation of a new company, and others.
Compliance
We participate in the implementation of structured governance processes based on the principles of transparency, fairness, accountability, and corporate responsibility (social and environmental).
Concerning the anticorruption law (Law 12.846/13), which provides for the objective liability of companies, in the administrative and civil sphere, for harmful acts caused to the public administration or against public assets, we assist the development and implementation of internal compliance and control policies. Our objective is to prevent and avoid deviations, ethical failures, and illegal procedures by employees that may bring penalties and damages to organizations.
Fields of Operation:
- Structuring or reorganization of compliance systems;
- Sector specific risk assessment and assistance with the definition of compliance policy and the extension of its application model;
- Critical review and revision of the code of conduct (ethics), rules of governance, internal controls, and compliance;
- Defense and monitoring of the administrative and judicial liability process (in the civil scope);
- Monitoring of Conduct Adjustment Terms (TACs), ensuring due process and ample defense;
- Contract analysis and review;
- Assistance with anti-fraud audits and other types;
- Support for the Internal Control and Audit Committees;
- Legal advice before the Accounting Courts of the Federal, States, Federal District, and Municipal governments.
Real Estate
We assist our clients with the preparation of all the legal instruments that involve the real estate operations, with a focus on security and agility when closing the businesses.
Fields of Operation:
- Legal advice for acquisition of land and areas (landbank);
- Real Estate Registries and Incorporation Processes;
- Analysis of the situation of the property given in payment;
- Restrictions, guarantees, adverse possession, inventories, squatters, and adjacent parties (risk of eviction);
- Solvency analysis and registration of purchaser and seller;
- Legal advice for tax, accounting, and registration matters, involving real estate transactions;
- Planning and Risk Analysis in real estate transactions and projects;
- Real estate deals involving Bankrupt and Reorganizing companies;
- Preparation and revision of purchase and sale contracts;
- Analysis of registration documents and guarantees;
- Mediation to resolve conflicts related to construction problems;
- Verification of labor risks involving the relationship between the real estate office and the real estate brokers;
- Preparation and analysis of private purchase and sale instruments, real estate swapping for built area and/or financial swap;
- Preparation and revision of leasing contracts;
- Preparation of condominium conventions.
Asset, Family, and Succession Management
Our assistance offers a supplementary analysis of the areas of family, assets, and succession to offer the best solution from the connection of these diverse spheres.
Fields of Operation:
- Family and succession planning;
- Corporate structuring – family holdings – wills and testaments – donations;
- Prenuptial agreements, coexistence contracts, alteration of the marriage property regime;
- Adoption – Administrative and/or legal procedures;
- Common Law Marriage Contracts;
- Family and succession litigation prevention;
- Judicial and extrajudicial consensual divorce;
- Consensual recognition and dissolution of common law marriages;
- Alimony action, revision or dismissal of alimony;
- Alimony enforcement;
- Establishment of guardianship and regulations of visiting rights;
- Litigious divorce and asset sharing;
- Litigious recognition and dissolution of common law marriages;
- Alternative solutions to litigation: mediation and reconciliation.
HR management and Labor Law
We believe in working with a preventive focus by anticipating and understanding the risks of litigation. A deep understanding of the nature of the employer-employee relationship is fundamental to building a legal practice that meets the real needs of our clients to avoid harm and create an effective labor contingency policy.
Fields of Operation:
- Labor Demand Risk Verification Program – PVRDT: to investigate and, if necessary, eliminate any and all sources of risk of being notified by the Regional Labor Office and/or having a labor lawsuit made against the company;
- Real Estate Broker Demand Risk Verification Program – PVRDCI: Implementation of the protection process real estate offices use against labor claims by their realtors, notices from the Regional Labor Department, or prosecution by the Labor Public Prosecutor;
- Labor Support and Services – SAST. Comprehensive assistance to the Personnel/Human Resources departments in an agile and direct way, either through immediate answers to queries made by emails at any time, immediate phone service, and total availability for conferences or face-to-face meetings;
- Training for Supervisors and Managers for the Correct Application of Disciplinary Sanctions – Warnings, Suspensions, and Just Cause Dismissals: In-company training of supervisors, managers, and leaders for the correct and safe application of disciplinary sanctions – warnings, suspensions and just cause dismissals;
- Contingency Program, Monitoring and Reduction of Labor Liabilities: reduction of labor executions costs;
- Preparing opinions;
- Field of Trade Union Law Intelligence and Resolution of Collective Conflicts: seeks to safeguard the company’s rights vis-à-vis trade unions and their representatives, mediation of conflicts of all kinds, and reduction of risks and losses in union relations.
Consumption Relationship
We have solid experience in advising large national and multinational groups in the Consumer Law area. We work preventatively and structure the service and production areas to protect their safety, to achieve dismissal and to reach more beneficial agreements for the company.
With in-depth knowledge of the Company/Consumer relationship, we have been able to suggest changes from a legal perspective, developing new strategies for dealing with the market.
Fields of Operation:
- Performance in complex discussions on regulatory standards, especially in the area of labeling, advertising, and food safety;
- Assistance in the implementation of recalls in every aspects, particularly in the analysis of its appropriateness, convocation, and resulting administrative/judicial procedures;
- Call Center Improvement Program – Guidance for companies in their relationship with consumers, including assistance in call center operations, and organization of databases and use of information;
- Plan to Reduce Judicial Proceedings and Convictions in actions proposed by consumers.
Agribusiness Law
We have specialized professionals with strong experience in structuring operations involving the agribusiness sector. Our experience in the segment allows us to offer legal advice in relation to several aspects.
Fields of Operation:
- Credit Documentation;
- Rural Credit Notes (CCRs); Certificates of Agribusiness Credit Rights (CDCAs); Agribusiness Commercial Notes (NCAs); Rural Product Notes (CPRs); Certificate of Agricultural Deposit (CDA);
- Agricultural Warrant (WA); Agribusiness Credit Letter (LCA);
- Coleteral Analysis;
- Agricultural Lien;
- Fiduciary Sale;
- Suretyship;
- Mortgage;
- Debt admission;
- Guarantee;
- Contracts to provide the most varied services that support the sector: transportation, warehousing, commodity export operations;
- Issues involving rural ownership and possession;
- Notification with the specific purpose of placing into default.
Digital Law
Since 2015, we have been working in partnership with Patricia Peck Pinheiro Advogados, the most recognized name in Digital Law in Brazil. Through this alliance, we offer legal solutions aimed at preventive and advisory action in Technology and New Media, Intellectual Property, Innovation, Risk Management and Information Security.
Fields of Operation:
- Commercial data protection
- Data leak prevention
- Information Security
- Digital Conduct Codes and Policies