Alongside 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 conception and incorporation of the most appropriate vehicle for the investment, to preparation of related corporate acts, filing with the competent authorities and negotiating the mergers and acquisition transactions corresponding to the investment. Upon divestment, we advise private equity funds on their exit, either through a private sale or a public offering.

We also advise managers and administrators, as well as investors, in the structuring of investment funds in Brazil, assisting in the incorporation, regulatory aspects, registrations and governance rules of investment funds.

Our private equity area is recommended by various international publications such as The Legal 500, Chambers & Partners and IFLR 1000. The partners in this area are also featured among the most admired lawyers in Brazil and Latin America by directories such as The Legal 500, IFLR 1000, LACCA and Análise Advocacia 500.

Our DNA is mergers and acquisitions. We advise domestic and foreign clients in investment, joint ventures and divestment transactions. We advise both buy-side – private equity funds or strategic investors – and sell-side – usually family-owned companies or private equity funds in divestment processes.

Our tax area actively participates in negotiations from the outset, 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 area of mergers and acquisitions is recommended by several international publications such as The Legal 500, IFLR 1000 and Chambers & Partners. Our partners are also featured among the most admired lawyers in Brazil and Latin America by publications such as The Legal 500, IFLR 1000, Chambers & Partners, LACCA and Análise Advocacia 500.

Our tax area is one of the pillars of the firm. Our works include:

• Analysis and implementation of tax structures related to acquisition processes, control sales, mergers, amalgamations and corporate reorganizations in general.
• Preparation of risk assessment in mergers and acquisitions processes, including interaction with auditors and accountants.
• Assistance to domestic and foreign clients in the structuring of their business in Brazil with the verification of the most appropriate tax procedures to their respective areas of activity.
• Assistance in the tax consulting tax area, with the purpose of avoiding future tax contingencies.
• Drafting of legal opinions and memoranda addressing clients’ inquiries on tax matters
• Assistance in the litigation tax area, filing lawsuits in order to defend undue tax requirements, request restitution of taxes collected improperly, obtain special tax regimes and request information and public documents.

Our Tax area is recommended by several editions of international publications such as The Legal 500, Chambers & Partners, Latin Lawyer 250 and ITR World Tax. The 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.

The joint action of the corporate and tax areas is also present in the structuring of estate and wealth planning of executives and families seeking the office for this purpose, including the incorporation of holdings or funds, the assistance in the adoption of corporate governance practices and management, with the execution of shareholders’ agreements and corporate mechanisms that ensure the perpetuity of the net worth, always in light of tax efficiency.

Adding our know-how to the inheritance and family rules provided for in the civil law, we present solutions that allow the organization of the family new worth and ensure its continuity in the future, by regulating the rights and obligations that will be the responsibility of 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.

Our corporate area supports the areas of mergers and acquisitions and wealth planning, and also assists in the day to day of the invested companies, acting in the following manner:

• Incorporation of companies and preparation of corporate acts, such as spin-offs, merger, amalgamations, minutes of general shareholders’ meetings and board of directors’ meetings, as well as drawing-up of the corporate books and registration of the corporate acts with the respective commercial registries.
• Structuring of stock option plans and implementation of corporate governance rules.
•  Negotiation, analysis and drafting of commercial and strategic contracts (technology transfer, supply, distribution, etc.).
• Advice to international clients in the planning and conduct of investments in the country, including the respective registrations of investments with the Central Bank and the Brazilian Securities Commission (CVM), with emphasis on private equity funds.

We advise our clients on banking and capital markets financing through syndicated loans, bilateral loans, Credit Notes (CCBs) and issuance of debt securities through restricted offerings such as debentures, promissory notes, Agribusiness Receivables Certificate (CRA) and Real Estate Receivables Certificates (CRI).

We also have solid experience in debt restructuring and refinancing. We operate at every stage of the process, from the preparation and negotiation of debt instruments, legal review to the registration of all acts with the competent authorities and the issuance of legal opinions.

Our finance and capital markets area is recommended by various international publications such as The Legal 500 and IFLR 1000. Our partners in the area are also featured 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.

• We assist our clients during the process of mergers and acquisitions to assess the risks related to corruption and bad corporate governance practices of the target company, performing specific due diligence on the matter, to assess the degree of exposure of the target company to corruption issues and evaluation of internal controls.

• We advise our clients on the implementation and review of compliance programs, developing codes of conduct and internal policies, as well as training on the new policy for employees, directors, and board members.

   

• We conduct legal internal investigations into companies regarding any allegations of corruption, fraud and other misconduct.

   

Our compliance area is recommended by The Legal 500 publication. The partner in charge of the area is among the most admired lawyers for The Legal 500 and Análise Advocacia 500 publications.

Our Corporate Litigation team works in judicial, arbitration and administrative proceedings related to corporate law and issues involving the capital markets. We advise companies, controlling shareholders, minority shareholders, members of the Board of Directors, the Board of Directors 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 operations, 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 during the course of litigation.

We have outstanding experience in disputes involving the following topics:

M&A operations and corporate restructuring (including discussions on price adjustment; (non)compliance with precedent conditions; withdrawal from the deal; compensations);

Shareholder Agreements;
Relationship between partners and society;
Corporate governance and relationship between administrators and society;
Non-compete and non-solicitation;
Responsibility of administrators and compliance with their respective fiduciary duties;
Dissolution and determination of assets;
Suspension of the exercise of voting rights;
Exclusion of shareholders.

Review and implementation of corporate governance structures and advice to shareholders, administrators and members of the supervisory board in all relevant corporate deliberations.