PRACTICE AREAS

Our work in the corporate and business areas involves legal assistance in a wide range of transactions. We seek to achieve economy, efficiency and security in modeling transactions, always in light of the areas of activity of our clients and the structures developed in the various areas of law. We have extensive experience in the structuring and negotiation of mergers and acquisitions, sale of equity stakes, formation of joint ventures/strategic alliances, purchase/sale options, transfer of assets (conveyance/drop down), corporate restructuring, legal modeling of investments, negotiation of partners’ agreements and coordination of legal due diligence processes involving different areas of law. We represent both buyers and sellers, national and international, of all sizes, including publicly traded corporations, large, medium and small private companies, individual entrepreneurs, private equity and venture capital funds, minority partners, in all steps of deals, from the start of negotiations (letters of intent and other non-binding documents) to the closing, as well as helping our clients in matters after closing.

Private Equity/Venture Capital:
We advise clients in the structuring of private equity and venture capital investments, in the governance of investment vehicles (FIPs and others), including the phases of obtaining funding, making the investments, managing the portfolio and divestment.

We have a team of lawyers fully qualified to accompany, orient and support clients’ daily activities, control contingencies, model governance structures, provide advice to executives and represent owners. These include, among other activities: (i) structuring of business enterprises, professional partnerships and other legal entities, by preparing constitutive acts and internal rules, policies, manuals and other governance instruments; (ii) drafting of shareholders’/partners’ agreements and other documents, monitoring their implementation and supporting bookkeeping; (iii) structuring of stock option plans; (iv) assistance in the preparation and implementation of compliance policies; and (v) advice in the structuring, formatting and implementation of corporate restructuring transactions (within groups or involving third parties).

External investments in Brazil:
Additionally, we advise foreign clients and their local subsidiaries in all aspects of foreign direct investment in Brazil, from definition and constitution of the most appropriate national vehicle considering the client’s needs; structuring and negotiating pertinent corporate contracts; assisting in contractual matters in Brazil (lease of office space, hiring of employees); registration of trademarks; interaction with other consultants; compliance with tax and social security obligations and observance of rules on foreign exchange, expatriation, labor and other regulatory aspects applicable to foreign investments; payment of dividends; and repatriation of capital and non-resident partners.

Due to the support and representation provided in recent years to companies in financial distress, creditors of such firms and judicial trustees in cases of court-supervised reorganization and bankruptcy, our team has acquired valuable experience in the area of recuperation of companies, restructuring of debts and recovery of credits. Our work in this area includes modeling and execution of court-supervised reorganization or out-of-court debt workout plans, coordination and composition of interests of creditors, segregation of assets and liabilities, quantification of contingencies, modeling of strategies for recovery of credits, tax planning for rehabilitation of companies, restructuring of debts and obtainment of new funding. We also perform legal consulting to parties interested in investing in companies facing financial difficulties, including the structuring of acquisition or sale of assets, credits, branches or ring-fenced productive units.

In particular, our team has ample experience in advising debtors, creditors and investors in restructuring debts of various natures, both local and international, represented by different instruments.

In their careers, our team members have worked closely with financial institutions (including as in-house lawyers), thus acquiring expertise in questions involving the most important banking transactions. Examples of the firm’s work include advice in the structuring of credit card administrators; loans, financing and securitization; incorporation of financial institutions; structuring of investment funds; issuance of bonds and other securities; preparation of guarantee instruments (fiduciary transfers, liens and mortgages), trading of instruments representing receivables; analysis of loan portfolios; project finance; structured transactions; hedge and swap agreements; and stock lending agreements, among others. Our partners also have experience in the capital market area, especially helping clients in matters with the Brazilian Securities Commission (CVM), Central Bank of Brazil and B3 Exchange, having helped listed corporations in regulatory questions and in administrative proceedings.

The firm’s work covers not only specific advice in each relevant area of law, but also support to prepare and perform the full range of contractual instruments, related to industry, commerce and services, with different levels of sophistication and complexity. Among these are EPC and supply contracts, joint venture agreements, contracts with customers and suppliers, and government contracts. We also support clients in the preparation, negotiation, rationalization and management of their contracts, including preparation of models and standard instruments.

Construction Law
The construction and/or assembly of industrial plants is perhaps the most important phase of project finance transactions. We have comprehensive experience in advising clients in all phases of large projects, from the pre-contractual (bidding) phase to the final completion, identifying the risk factors and respective mitigation measures, as well as preparing the most suitable tax models according to the case (ex-tariff, drawback). Our expertise enables us to serve both owners and contractors. We also assist both sides in civil construction contracts in general, in the various modalities: global or partial subcontracting, project management with guaranteed maximum price, among others. Finally, we have extensive experience in the pursuit and defense of claims in construction contracts.

The clients served by the firm in this area include civil construction companies and real estate developers, in all phases of projects, as well as companies in general in transactions of various types involving real estate, from the simple to the complex. Among the activities are support in the clearance of squatters; construction of commercial and residential endeavors, including build-to-suit and condominium projects; investments in and management of hotels, resorts and shopping centers; establishment of real estate investment funds; formation of consortiums for undertakings; drafting of typical and atypical lease agreements; evaluation of legal feasibility; drafting of financial guarantee instruments (fiduciary transfers, liens and mortgages); and surface rights.

We represent a broad range of clients in judicial and administrative litigation, involving all our practice areas. Our services involve supporting the interests of clients as plaintiffs or defendants, by proposing and defending against claims in all administrative and judicial spheres. We also represent clients in arbitration and mediation, and our partners have served as arbitrators in private disputes.

The track record of the firm’s lawyers in tenders, concessions and public-private partnerships (PPPs), in sectors like infrastructure, telecommunications, piped gas and electricity distribution, has provided the firm with expertise in matters involving public and administrative law and regulated sectors in general. The firm’s work encompasses supporting clients in bidding processes, covering analysis of tender notices, satisfaction of formal requirements for participation, formulation of proposals and monitoring of developments; support in questions involving concessions, permissions and authorizations and administrative contracts in general. Our services further involve planning of efficient corporate and tax structures that legally qualify clients to carry out projects, especially public-private partnerships and other modalities of delegation of public services or works to the private sector. Finally, we help clients in manifestations of interest, legal structuring of projects and preparation of terms of reference and other pertinent instruments.

Our team is experienced in projects involving infrastructure, supporting national and international clients in the structuring, planning, development and financing of projects, with emphasis on the segments of transportation and logistics (e.g., airports and ports), mining and oil and gas (as detailed below). We act as legal consultants to clients in varied regulatory matters, such as relationships with regulatory agencies and other public oversight entities. We also help our clients to structure and form consortiums and joint ventures; prepare and negotiate the contractual instruments necessary for projects, such as construction, subcontracting, EPC and supply agreements, etc. Our work in the infrastructure area also includes tax structuring, real estate matters, regulatory and other aspects necessary for implementation of projects with varied configurations.

Oil and Gas
Our lawyers have ample experience in the planning, structuring, implementation and financing of projects in the oil and gas sector, especially in relation to projects for shipbuilding, and thorough familiarity with regulatory questions. Our engagements have included legal support for development of projects in the upstream, midstream and downstream segments, in particular the preparation and negotiation of contracts for supply of goods and services and other operational contracts along the exploration and production chain.

Transportation and Logistics
We have a team qualified to assist clients in the transport and logistics sector, with experience in the structuring and development of projects for ports and airports, especially in the project finance aspects (local banks, direct lending and onlending involving the National Bank for Economic and Social Development –BNDES and Merchant Marine Fund – FMM, among other sources).

Mining
Our partners have significant experience in the mining sector, having participated in various merger and acquisition transactions involving mining companies in the past two decades. They also have relevant experience in project finance, including establishment of guarantees based on mining rights, and regulatory questions.

Based on an integrated and interdisciplinary vision of different areas of law, we help clients (individuals, families and family firms) to organize their assets so as to preserve them for future generations, including by drafting wills and donation instruments, assistance with the creation and management of family holding companies, representation in probate proceedings and out-of-court estate distribution, and when necessary, coordination with foreign lawyers in cases of assets located abroad.

The complexity and mutability of Brazil’s tax system requires companies to stay abreast of the latest rules, not only on rates, but also on record keeping and reporting obligations, established by the tax authorities at the three levels of government. In this respect, we render consulting and litigation services, with highlight on the following activities: tax planning for various types of transactions; consulting in general and issuance of legal opinions; representation in administrative and judicial proceedings at all levels; and interaction in general with tax authorities.