Litigation, Dispute Prevention and Resolution

This practice focuses on representing and defending clients in judicial, administrative, and arbitration proceedings, in disputes involving real estate, debt, contracts, torts, and consumer relations, among others. We assist our clients with credit recovery and in all types of litigation involving breaches of contracts. In conjunction with the corporate law and the M&A practices, we defend the interests of shareholders in corporate litigation, lawsuits involving the sale and purchase of shares, attached liens, and the enforcement of covenants and other obligations.

Key people: João Baroni

Contracts

We represent our clients in the preparation of civil and commercial contracts, term sheets, memorandums of understanding, preliminary contracts, commercial representation agreements, manufacturing, distribution, and supply chain contracts, service agreements, commercial agreements between manufacturers and importers, and the most complex contracts, involving both foreign and domestic transactions. We also organize various types of real estate deals (residential, commercial, industrial, shopping malls, hotels, hospitals), involving all steps, from purchases, sales, leasing, mortgaging and development, to structured operations involving investment funds and securitization

Key people:  Fábio Marques and Débora Ribeiro

Legal Due Diligence

Our team is focused on carrying out legal due diligence processes in all areas of the law, in order to provide the most accurate business view to the client on each step of the transaction. We seek to guarantee not only efficiency and agility to our clients, but also the most constructive view on different questions that may arise along the process. We serve Brazilian and foreign clients from several industries, involving the acquisition of shareholdings and assets in general. From the standpoint of the seller, we participate in the assembly and in the organization of virtual data rooms, we provide guidance and furnish responses to questions posed by the prospective buyers, we discuss contingencies, and provide risk assessments.

Key people: Fábio Marques and Débora Ribeiro, Giovana Baroni

Debt Structuring and Financing

We assist in the structuring of operations and business activities in all industries, through the identification of legal structures that bring security to all parties involved, as well as that which provides the greatest tax efficiency. Our work involves the identification of investors, the creation of investment funds and other market alternatives, as well as the development of structures to raise funds and financing for projects

Key people: Alessandro

Real Estate Law

We assist in the structuring of real estate operations within the scope of acquisitions, rent, leasing, and property-backed debt operations.

Our expertise includes, in addition to traditional operations, several types of partnerships to regulate the involvement and the proceedings of each party in the project.

We also carry out estate and tax planning involving real estate holdings, rectification of public property records, and preparation of all legal documents required for real estate developments, co-op properties, and projects in land lots

Our team is vastly experienced in the real estate market, having worked in developments
of all sizes. We are qualified to provide high-quality legal assistance and to act in negotiations
to defend the interests of our clients, counting on our background of many different types of
real estate projects.

Key people: Henrique Gallo

Public Procurement and Biddings

We assist our clients in public procurements proceedings of both governmental offices and state-run companies (direct and indirect administration), from the earliest preparatory stages to potential appeals in the classification and confirmation stages under many different types of procurement regimes

We provide complete assistance in managing administrative contracts and in litigation arising from their performance, especially with the scope of restoring the economic balance of contracts.

Key people: Daniel Gabrilli

Mergers And Acquisitions

We possess a strong M&A background. Through the combined work of our tax law and legal due diligence practices, we have assisted foreign and domestic clients in purchasing and selling assets, acquiring new investments, and formalizing many different types of partnership to conduct business.

We have experience in assisting both buyers (private equity funds and strategic investors/consolidators) and sellers (family businesses or institutional investor divestment). Our activities include the identification of tax-efficient structures and the negotiation of final agreements

Responsáveis: Alessandro Orizzo and Guilherme Coltro

Estate and Family Planning

Our estate and family planning practice coordinates multiple areas of the law to identify potential risks and to evaluate the convenience of restructuring assets and holdings, while applying the most advantageous and lawful tax structure, for natural persons as well as for legal entities. We are also experienced in implementing family structures, beginning with an analysis of the civil, tax, and corporate peculiarities of each portfolio, so as to create structures and instruments that allow for the adequate transfer of assets between generations and for their harmonious administration between clients and their successors. We also provide consultation regarding marriage property regimes, donations, and wills. We evaluate the needs of each client individually to suggest lawful structures both in Brazil and abroad, through the incorporation of business entities, investment funds, trusts, and foundations, among others, and also through the drafting of governance rules and shareholders’ agreements.

Key people: Alessandro Orizzo  and Henrique Gallo

Corporate Law

In addition to providing continuous support to the M&A and Estate and Family Planning practices, our Corporate Law practice provides services such as preparing legal opinions, drafting articles of incorporation and memorandums of association, all other legal documents arising from corporate operations, incorporations, restructuring, tax planning instruments, incorporation of investment funds, mergers, acquisitions, splits, and other related structures, as well as consortiums and joint ventures.

We provide assistance during shareholders’ meetings and assemblies, as well as in defending the interests of majority and minority shareholders in judicial litigation and arbitration proceedings.

Our work also includes the implementation of governance and compliance rules, the development of shareholders’ agreements, and the creation of internal documents such as codes of conduct and guidelines to employees.

We assist foreign clients in planning and organizing investments in Brazil, in matters involving the Brazilian Central Bank (BCB), both in previous consultation and in applying for appropriate registrations, as well as reinvestment, dividend remittance, capital repatriation, conversion of loans into investments, registration of financial transactions, and filing of foreign capital declarations before the BCB. We also work before the Brazilian Securities and Exchange Commission (CVM), among other governmental bodies.

Key people: Alessandro Orizzo and Guilherme Coltro

Technology, Digital Businesses, Startups, and Venture Capital

We provide services to foreign and domestic businesses in the field of the technology, providing legal support to the development of new technologies, technology transfer, investment in startups, incorporation of fintechs, healthtecs, partnership/vesting, among others. We also provide complete assistance regarding the new Brazilian General Data Protection Law (LGPD), the European GDPR, and the Brazilian Civil Internet Bill of Rights.

Key people: Daniel Gabrilli, and Fábio Marques

Employment and Union Law

We provide consultancy and represent our clients proficiently in administrative and judicial litigation, always under the guidance of the most up-to-date case law, seeking to identify the matters most commonly discussed and their underlying rationale, so as to assist our clients in adopting corrective measures and mitigating labor law risks

Our consultancy offers pragmatic solutions to lessen costs, risks, and operational impacts to our clients. It involves, among other activities, the preparation of compensation and benefit plans, internal policies, contracts, and ethics and conduct codes. We perform training, workplace audits, and legal audits for M&A operations involving the assessment of labor law contingencies.

We assist companies in strikes, mass layoffs, downsizing plans, collective negotiations, and preparation of agreements with unions.

People key: Simone Marino

Tax Law

Our firm’s tax law practice acts in conjunction and in collaboration with all other practices, such as M&A, estate and family planning, real estate, and debt structuring and financing.

Our tax law consultancy services relate to tax planning, both onshore and offshore, so as to identify efficient alternatives to implement projects and corporate restructuring operations in general. We assist clients from various industries in many different aspects of direct and indirect taxation, social security taxes, and international taxation. We also provide assistance in obtaining tax breaks and special tax regimes, submitting consultation to tax authorities, and redressing inconsistencies.

Our litigation branch acts efficiently in administrative and judicial proceedings, from tax audits to notices of deficiency, refunds of overpaid taxes, enforced collection proceedings, injunctions, ordinary lawsuits, among others.

Key people: Erika Ferraciolli