Practice areas

Mergers & Acquisitions

Legal advice in merger and acquisition transactions, including acquisition and sale of equity and/or assets, mergers and spin-offs of publicly-held and private companies and other entities, with emphasis in negotiation, structuring, implementation and interface with regulatory agencies. Carrying out due diligence with such purpose.

Corporate Reorganizations

Negotiation, structuring and implementation of corporate reorganization and/or business optimization strategies, assisting companies, underwriters and financial advisors.

Corporate Assistance and Counseling

Corporate advice and counseling with respect to regular day-to-day matters of publicly-held or private companies, complying with the best practices and with applicable law, with special emphasis on corporations and their interface with the Comissão de Valores Mobiliários - CVM (Brazilian Securities Commission). Assistance in incorporation and amendments to articles of association of corporations or limited liability companies, as well as shareholders’ meetings and general meetings. Representation of shareholders’ interests in companies’ general meetings.

Corporate disputes

Defense of interests in disputes regarding shareholders of companies or quotaholders of investment funds, with emphasis on defining the strategy to be implemented. Negotiation of settlement agreements and drafting of related documents.

Restructuring

Assistance in the structuring and implementation of alternative courses of action and legal structures for the recovery of companies in financial difficulties and/or going through judicial or extrajudicial reorganization proceedings, including the sale of distressed assets, negotiation of credits and carrying out of reorganization plans, either representing investors, creditors, debtors or its shareholders.

Corporate Governance

Structuring and implementation of efficient alternatives for corporate governance of publicly-held and private companies, including mechanisms for exercise of rights in companies with shared corporate control. Protection of stockholders’ interests on such companies.

Anti-Corruption Compliance and Corporate Ethics

Development of content for training and improvement programs, manuals of conduct and codes of ethics in accordance with anti-corruption rules. Analysis of internal practices and evaluation of compliance. Legal advice in investigative and internal audit procedures. Counseling on negotiations involving leniency agreements with government authorities.

Capital Market

Assisting publicly-held companies and institutional investors in private and public transactions in the capital markets, including those involving securities in the primary and secondary markets (stock exchange and over-the-counter markets), as well as public offerings. Structuring transactions for the acquisition or sale of shares or for the floating or delisting of companies.

Structuring and counseling different investment funds, in such areas as private equity, venture capital, real estate and others. Procedures before the Comissão de Valores Mobiliários - CVM (Brazilian Securities Commission) regarding investment funds.

Administrative Litigation

Defense of private interests in administrative proceeding before the Comissão de Valores Mobiliários - CVM (Brazilian Securities Commission) and the CRSFN (National Financial System Appeals Council). Legal advice in the drafting and response of representations for and against individuals and entities before the CVM.

Private Equity

Structuring of private equity investments through investment funds or other investment vehicles, including foreign investments.

Venture Capital

Structuring of venture capital, seed investments and angel investments in Brazil, through investment funds or other investment vehicles, including foreign investments.

Debts Renegotiation

Assisting in developing projects of debt restructuring and refinancing of assets.

Tax Planning

Structuring and implementation of tax efficient alternatives for corporate transactions, including mergers and acquisitions and corporate restructuring.

Tax Litigation

Administrative litigation in the scope of Taxpayers’ Council, Administrative Courts and of Administrative Council of Tax Appeals (CARF), as well as judicial litigation on the municipal, state and federal judicial levels, in all instances, including higher courts.

Tax Counselling

Assisting entities and individuals in general tax matters and procedures in Brazil, including tax liabilities management, special tax assessment and payment regimes.

Arbitration

Representation of interests in arbitration proceedings, with emphasis on corporate litigation. Definition of legal strategies to be carried out in such disputes.

Mediation

Acting in the mediation of disputes and conflicts. Defense of interests in litigations submitted to mediation.

Succession Planning

Structuring of efficient alternatives for the protection of assets of individuals and entities, as well as estate succession planning, both in Brazil and abroad, for succession purposes. Assistance in the drafting of wills and definition of corporate structures for such purpose.

Asset Protection

Structuring of efficient alternatives for the protection of assets of individuals and corporations, both in Brazil and abroad. Assistance in establishing corporate structures for such purpose.

Structured Transactions

Planning and structuring complex transactions in the financial and capital markets, considering tax and regulatory aspects, by means of different institutes such as consortia and joint ventures.

Project Finance

Raising of funds in the financial and capital markets, in Brazil and abroad, in order to finance specific projects or corporate reorganizations, as well as the structuring of foreign investments in Brazil.

Contracts

Drafting and negotiation of civil and commercial contracts, especially services, distribution, supply and commercial representation.

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