Advising in purchase and sale of companies including due diligence and negotiating contracts.
Investments
Structuring, registration and renegotiation of financial operations and investments.
Corporate Law
Incorporation, maintenance and termination of civil and entrepreneur limited liability companies and corporations.
Mergers and Acquisitions
- Advising in deals involving the purchase and sale of companies and establishments in Brazil, performing due diligence and negotiating contractual instruments;
- Providing guidance in the acquisition structure and in the assessment of the risks involved;
- Defining payment methods and guarantees in the performance of the obligations involved in the acquisition;
- Assisting the review of valuations and fund raising;
- Post-closing follow up and measures.
Investments
- Structuring Brazilian investments abroad, with or without the formation of foreign companies;
- Registration of foreign direct investment with the Central Bank of Brazil (corporate capital increase and reduction, dividends distribution, payment of interests on net equity, among other transactions);
- Registration and renegotiation of financial operations with the Central Bank of Brazil (loans, import, among other transactions);
- Conversion of debt into equity;
- Preparing the information for the yearly or five-yearly Census of Brazilian Foreign Investment;
- Advising in matters related to foreign exchange rules.
Contracts
- Drafting, reviewing and negotiating memorandum of understanding, confidentiality agreements, non-compete agreements, as well as credit facility agreements, loans, distribution, sales representation, supply, transportation, on-demand industrialization, assets purchase and sale of assets, services, among others;
- Drafting license agreements for brand use and technology transfer, know how, technical assistance, as well as the registrations with the Brazilian Industrial Property Institute (INPI) and Central Bank of Brazil;
- Drafting, reviewing and negotiating real estate agreements, including purchase, sale, exchange, payment in kind or with goods, guarantees (pledge, mortgages and fiduciary sale), construction, building and, in addition, reviewing real estate status regularity and advising the regularization of real estate documentation;
- Advising in the acquisition of real estate by foreign investors.
Tax
- Tax litigation, including the preparation of defenses and appeals related to administrative and judicial proceedings, regarding undue collection of tax by the Federal, State and City Tax Authorities;
- Providing advice to tax matters in general, related to direct and value added taxes, as well as in cross border transactions;
- Reviewing and identifying tax contingencies and reviewing tax planning.
Corporate Law
- Incorporation, maintenance and termination of civil and entrepreneur limited liability companies, corporations, amendment to articles of association and bylaws, corporate books record-keeping, participation in partners and shareholders’ meetings, issuance of licenses, permits, enrollments and other registrations of companies;
- Pursuing interests of clients in corporate litigations, such as advising in out-of-court exclusion of shareholders, withdrawal and partial dissolution;
- Reviewing and implementing corporate restructuring projects;
- Advising in association agreements, such as consortia, joint venture and unincorporated joint ventures.