Our main areas of practice are:
Legal advice on matters and transactions related to Capital Markets, including public offerings of securities, issuance of debentures and investment funds, representing publicly-held companies, investment banks, brokerage firms and institutional investors.
Banking and Financial Markets
Legal advice on contracting of loans and financing, including syndicated transactions, in the local and international markets, bank credit certificates, operational and finance lease transactions, letters of credit, among other banking instruments to borrowers and Brazilian and foreign financial institutions. Legal advice on matters related to the Brazilian Central Bank (Banco Central do Brasil).
Legal advice on trade finance in connection with import and export of commodities and other goods, representing borrowers, trading companies and Brazilian and foreign lenders.
Legal advice on structuring the financing of industrial and infrastructure projects, such as petrochemical plants, power plants, ports, transportation, oil, gas and telecommunication. The services include legal advice on preparing the financing project, negotiating the term sheet, structuring of collateral package, drafting commercial and financing agreements, as well as assistance on compliance with local authorities' requirements and authorizations.
Mergers & Acquisitions, Venture Capital and Private Equity
Legal advice on the structuring of mergers and acquisitions, assisting sellers and target company(ies), in connection with the negotiation of terms and conditions, drafting of key contracts, including the equity participation agreement and shareholders' agreement, legal due diligence, and review of tax aspects associated with the transaction. We participate in transactions for the acquistion or sale of control (either negotiated or hostile) and minority equity participation.
Legal advice on mergers and acquisitions, corporate reorganizations, spin-offs, joint ventures, venture capital, private equity, foreign investments and investments abroad. Legal advice to management in corporate routines applicable to corporations, limited liability partnerships and other corporate forms of organization, including representation before regulatory agencies such as the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários - CVM).
Compliance and Corporate Ethics
Development of compliance and training programs for companies. Representation of Board of Directors, Board Committees, and corporations in conducting internal investigations of alleged corporate wrongdoing. Representation of clients in prosecutorial inquiries and enforcement actions, negotiation of leniency agreements and settlements with relevant authorities. Representation of clients in anti-corruption litigation.
Domestic and International Contracts
Legal advice in the negotiation and closing of contracts governed by Brazilian law or foreign law, representing Brazilian and international companies of a number of sectors, including technology, infrastructure, energy, banking, and commercial.
Legal advice on trade defense matters (countervailing measures, safeguards and anti-dumping duties), including the representation of domestic and foreign companies before the Brazilian government procedures and also before local courts.
Tax Litigation and Consulting
Preparation of consultations and opinions, and tax consultancy specialized in all of the economy sectors. Advice regarding the assessment of tax contingencies in company purchase and sale transactions and tax procedure preventive analysis. Preparation of defenses and appeals in administrative proceedings, and conducing lawsuits questioning the requirement of taxes illegally imposed in the local, state and social security areas.
Civil Litigation and Consulting
Legal advice on litigation and administrative proceedings (administrative disputes) involving Civil Law, Commercial Law, Corporate Law, Capital Market, Consumer Law Antitrust and Administrative Law. The firm acts closely on judicial lawsuits brought before Trial Courts, Appellate Courts and Superior Courts. The firm has expertise on developing strategies to avoid litigation and to promote its clients interest through the negotiation of settlements. A special attention is always given to secure that the settling party will be protected in the case a judicial suit is brought. The firm has expertise on other forms of alternative dispute resolution (ADR), including arbitration and mediation.
Labor Litigation and Consulting
Legal advice in all matters relating to Labor and Employment Law, representing our clients at the Ministry of Labor (DRT), Court of Labor and trade unions. The firm acts closely on judicial lawsuits brought before Trial Courts, Appellate Courts and Superior Courts. Preventive legal advice for human resources departments, advising on the elaboration and analysis of work contracts, of Environmental Risk Prevention Programs (PPRA) and Medical Control and Occupational Health Program (PCMSO).
São PauloRua Elvira Ferraz 250, cj. 315
Vila Olímpia, São Paulo, SP 04552-040
Phone: +55 11 4420.3077
Porto AlegreAv. Dr. Nilo Peçanha 2900, cj. 801
Porto Alegre, RS 91.330-001
Phone: +55 51 3012.3029