Expertise
Our expertise stems from the years of practice of lawyers.
In each operation with our clients, we always learn more about the areas of expertise and we always seek to improve to offer the client the best solution for their case. We have traveled to all regions of Brazil to get to know the facilities of the clients or the other party and understand more about each operation. Listening is not just listening to the customer or the other party who will explain about your business, but feeling it in person. It is these small actions that have made us experts in these areas.
Mergers and Acquisitions
Our DNA is from mergers and acquisitions. We advise domestic and foreign clients on investment transactions, joint ventures and divestments. We act both on the buying side – private equity funds or strategic investors – and on the selling side – usually family businesses or private equity funds in divestment processes.
Our tax area actively participates in negotiations from the beginning, allowing the client to have a more agile and complete understanding of the tax impacts of the transaction. The scope of our work includes the drafting and negotiation of definitive contracts, as well as conducting due diligence.
Our mergers and acquisitions practice is recommended by several editions of international publications such as The Legal 500, IFLR 1000 and Chambers & Partners. The partners in the area are also highlighted among the most admired lawyers in Brazil and Latin America by directories such as The Legal 500, IFLR 1000, Chambers & Partners, LACCA and Análise Advocacia 500.
Fiscal
Our tax area is one of the pillars of the firm. Our work comprises:
– Analysis and implementation of tax structures related to acquisition processes, control sales, mergers, incorporations and corporate reorganizations in general.
– Elaboration of risk assessment in merger and acquisition processes, including interaction with auditors and accountants.
– Assistance to national and foreign clients in the structuring of their businesses in Brazil with the verification of the most appropriate tax procedures for their respective branches of activity.
– Acting in the advisory tax area, with the objective of guiding and avoiding future tax contingencies.
– Preparation of opinions and memorandums addressing customer inquiries on tax matters.
– Acting in the tax litigation area, sponsoring processes aimed at combating undue tax demands, refunding unduly collected taxes and obtaining special regimes, information and public documents.
Our Tax practice is recommended by several editions of international publications such as The Legal 500, Chambers & Partners, Latin Lawyer 250 and ITR World Tax. Partners in the area are also highlighted among the most admired lawyers in Brazil and Latin America by directories such as Chambers & Partners, The Legal 500, IFLR 1000 and Análise Advocacia 500.
Private Equity
Side by side with our mergers and acquisitions area is our private equity area.
We advise domestic and foreign private equity funds to make investments in Brazil, from the choice and constitution of the most appropriate vehicle for the investment, to the preparation of related corporate acts, registrations with the competent authorities and the negotiation of the mergers and acquisitions operation corresponding to the investment. When divestment, we advise private equity funds on their exit, either through a private sale or IPO.
We also advise managers and administrators, as well as investors, in the structuring of investment funds in Brazil, assisting in the constitution, regulatory aspects, registrations and governance rules of investment funds.
Our private equity practice is recommended by several editions of international publications such as The Legal 500, Chambers & Partners and IFLR 1000. The partners in the area are also highlighted among the most admired lawyers in Brazil and Latin America by directories such as The Legal 500, IFLR 1000, LACCA and Análise Advocacia 500.
Wealth Planning
The joint performance of the corporate and tax areas is also present in the structuring of estate and succession planning for executives and families who seek the firm for this purpose, including the constitution of holding companies or funds, assistance in the adoption of corporate governance and management practices, with the execution of partners’ agreements and corporate mechanisms that ensure the perpetuity of the assets, always in the light of tax efficiency.
Adding our know-how to the succession and family rules provided for in civil law, we present solutions that allow us to organize family assets and ensure their perpetuity in the future, through the regulation of the rights and obligations that will fall to the heirs.
The partner responsible for the area, Alamy Candido, is among the most admired lawyers in Brazil and Latin America according to international publications such as The Legal 500, IFLR 1000 and Leaders League.
Corporate
Our corporate area supports the areas of mergers and acquisitions and succession planning, and also assists in the day-to-day operations of the investee companies, acting as follows:
Incorporation of companies and preparation of corporate acts, such as acts of spin-off, incorporation, merger, or minutes of meetings and meetings of the board of directors, in addition to records in the corporate books and acts in the respective boards of trade.
Structuring of stock option plans and implementation of corporate governance rules of the companies.
Negotiation, analysis and drafting of commercial and strategic contracts (technology transfer, supply, distribution, etc.).
Support to international clients in the planning and execution of investments in the country, including the respective registrations of investments with the Central Bank and the Securities and Exchange Commission (CVM), with emphasis on advising private equity funds.
Financing & Capital Markets
We advise our clients on bank and capital market financing through syndicated loans, bilateral loans, Credit Notes (CCBs) and issuance of debt securities through restricted offerings such as debentures, promissory notes, Agribusiness Receivables Certificates (CRA) and Real Estate Receivables Certificates (CRI).
We also have solid experience in debt restructuring and refinancing. We act in all phases of the process, from the preparation and negotiation of debt instruments, legal review to the registration of all acts with the competent authorities and issuance of legal opinions.
Our finance and capital markets area is recommended by several international publications such as The Legal 500 and IFLR 1000. Our partners in the area are also among the most admired lawyers in Brazil and Latin America according to directories such as The Legal 500, IFLR 1000, Chambers & Partners, LACCA and Análise Advocacia 500.
Special Situations
We strategically help companies and entrepreneurs to solve special situations, whether due to debts and other liabilities that may affect their assets, as well as in complex corporate and contractual situations that can take value from their assets. We advise investors who aim to generate value from stressed assets, from understanding the problems surrounding the assets, through setting up a structure for raising and/or contributing funds, to solving the obstacles encountered.
Corporate Disputes and Arbitration
Our Corporate Disputes team acts in arbitral, judicial and administrative proceedings related to corporate law and issues involving the capital market. We have experience in conducting arbitration proceedings in the main national and international chambers. We also have relevant experience in the defense of administrative proceedings and administrative sanctioning proceedings before the CVM.
We advise companies, controlling shareholders, minority shareholders, members of the Board of Directors, the Executive Board and the Fiscal Council in the definition and implementation of the appropriate legal strategy in dispute scenarios.
Our professionals have extensive practical experience in M&A transactions, enabling us to offer sophisticated and efficient alternatives – whether in the pre-litigation phase or in the litigation sphere. Our transactional background also favors the negotiation and implementation of agreements in the course of litigation.
We have outstanding experience in disputes involving the following topics:
– M&A transactions and corporate restructurings (including discussions on price adjustment; (non)observance of conditions precedent; withdrawal from the business; indemnities);
– Shareholders’ Agreements;
– Relationship between partners and the company;
– Corporate governance and relationship between managers and society;
– Non-compete and non-solicitation;
– Responsibility of the managers and fulfillment of their fiduciary duties;
– Dissolution and determination of assets;
– Suspension of the exercise of the right to vote;
– Exclusion of shareholders.
Corporate Governance
Our Corporate Governance team has an outstanding performance in the review and implementation of corporate governance structures and advises shareholders, managers and members of the fiscal council on all relevant corporate resolutions.
We have the expertise to act both in the day-to-day corporate and in extraordinary and conflicting situations.
Our professionals also have extensive experience in chairmanship, secretariat and conducting shareholders’ meetings, as well as meetings of the Executive Board, Board of Directors and Fiscal Council.
Agribusiness
We have more than 15 years of experience in this segment, being responsible for the main operations that took place in Brazil. The two founders have roots in agribusiness and with deep knowledge in issues related to operations.
Electricity (renewables)
With knowledge in various aspects in the areas of distributed generation, commercialization and transmission, we are able to assist the customer in various operations in this segment.
Venture Capital
We assist clients with initial investment rounds and exits to funds and strategies.
Education
We advise sponsors of educational institutions, associations, foundations, schools, founders and investors who wish to sell, receive investment or invest in this market. Each entity has its own peculiarity and we are able to understand and accommodate the parties in the negotiation, always looking for success stories.
Health
An area in which we have acquired expertise in hospitals, laboratories and health clinics, whether on the seller’s side, which in many cases are doctors, or on the investor’s side. Reconciling demands from founders and investors is a challenging task and we have been very successful in recent years.
Services and Industry
We offer advice to service and industry companies from various segments with expertise in tax, corporate and regulatory aspects. Our team has extensive experience in various segments that allows us to understand the clients of services and industry for M&A and capital markets transactions.
Technology
We work with venture capital funds, start-up companies in several investment rounds, from angel, series A, B, C and institutional investment, as well as in the liquidity events of such companies, whether in Brazil or abroad. We advise technology companies from various segments in restructuring and mergers and acquisitions operations.
Real estate
We advise property owners in the assembly and negotiation of the best structure for the appreciation of their assets. Understanding the interests of the parties involved and the risks of each operation is essential to enable a profitable and safe business.
Infrastructure
Operations in the infrastructure area bring specificities that require knowledge and experience in the area. Our lawyers have the necessary expertise to help our clients in operations in this segment.