• Analysis, review and preparation of negotiable instruments, notably those of a rural nature, and operations involving Rural Product Notes (CPR) and private instruments for funding agribusiness (CDA/WA, CDCA, LCA and CRA).
  • Contracts and operations relating to commercial, finance, partnership, joint ventures and barter transactions.
  • Formalization of instruments and guarantees relating to agricultural commodities, including export operations.
  • Analysis, review and preparation of livestock contracts, including rural partnership contracts, rural leasing, incorporation, purchase and sale of agricultural commodities, among others.
  • Study of operating risks, credit risks and management of securities, with a view to improving the juridical security of business contracts and financial transactions.
  • Securitization operations for receivables and establishment of investment funds pegged to agribusiness assets and receivables;
  • Advisory on the acquisition of rural land and on exploitation of rural activities.
  • Counseling on securitization operations (e.g. CRI), debt renegotiation and project financing.
  • Setting up investment funds in Brazil, such as private equity investment funds (FIP) and fund of investment in receivables (FIDC).
  • Counseling on investment funds in structured operations, such as mergers and acquisitions (M&A), and drawing up and negotiating contracts, such as administration, custody and record-keeping.
  • Structuring of securities, such as guaranties, sureties, conditional assignment of receivables, commercial and industrial collateral, chattel mortgage, etc.
  • Structuring and offering of marketable securities.
  • Consultancy in regulatory matters (BACEN and CVM).
  • Registration of Foreign Direct Investment at the Central Bank.
  • Counseling on filing and conducting arbitration proceedings judged according to the rules of national and foreign organisms, such as the Brazil-Canada Chamber of Commerce, the Chamber of Reconciliation, Mediation and Arbitration (CIESP/FIESP), the Arbitrator of the Brazilian Commodities Exchange (BBM), the International Cotton Association (ICA), the International Chamber of Commerce (ICC) and the American Arbitration Association (AAA).
  • Enforcement of arbitration awards and ratification of foreign arbitration awards.
  • Litigation on review, settlement and enforcement of civil and commercial contracts.
  • Credit recovery by implementing strategies that combine speed and economic efficiency, viewing the prevention or reversal of fraud.
  • Suits on contracts and financial and capital market translations, including issuance and distribution of marketable securities and securitization of receivables.
  • Disputes involving partners’ agreements and corporate matters.
  • Counsel in litigation on rural contracts and agribusiness instruments.
  • Lawsuits for protecting intellectual property and prevention/repression of unlawful use of trademarks.
  • Representation of trustees of structured operations for defending or enforcement of guarantees in civil and bankruptcy lawsuits.
  • Proceedings involving distribution and commercial representation.
  • Lease and possessory lawsuits.
  • Drafting, review and negotiation of national and international civil and commercial contracts, including Purchase and Sale of goods, with or without Reservation of Title; Service Agreements; Construction Agreements; Franchise, Supply, Agency, Commercial Representation and Distribution Agreements; Confidentiality Agreements; On Demand Manufacturing Agreements; Banking, Leasing, and Insurance Agreements; Transport and Charter Agreements; Partnerships; Heads of Agreements, Letters of Intent, Memorandum of Understandings.
  • Analysis, review and preparation of legal instruments relating to the transfer and extinguishment of contract obligations.
  • Legal counsel in analyzing contract issues and drawing up legal opinions.
  • Counsel in setting up and structuring companies, associations, consortia, joint ventures and preparing routine corporate documents of companies, such as articles of organization, bylaws, amendments to corporate documents, minutes of shareholders and partners’ meetings, and shareholders’ agreements.
  • Registration of companies at the Registry of Commerce, opening and filling out of company ledgers.
  • Representation of foreign clients in the capacity of partners and/or shareholders, vis-à-vis Brazilian companies.
  • Legal counsel in company merger and acquisition operations, corporate restructuring, regulation of foreign investments, purchase and sale operations of ownership interests and transfer of assets, among other corporate matters in general.
    Pre-filing analysis of structure of Merger and Acquisitions and Joint-Ventures transactions in order to determine whether transactions are subject to pre-merger control by the Brazilian competition authority (“CADE”).
    Structuring of mergers and acquisitions (M&A) operations.
  • Due Diligence in M&A operations.
  • Liquidation and dissolution of companies.
  • Advisory and implementation of best practice rules of corporate governance.
  • Succession planning for family businesses.
  • Legal counsel to debtors, creditors and investors in operations relating to corporate restructuring, workouts, court-supervised reorganizations and bankruptcies.
  • Corporate debt restructuring projects, including debt renegotiation with creditors, attracting funds for new investments, corporate or financial reorganization and tax planning.
  • Legal counsel to companies under court-supervised reorganization or workout procedures, including petition structuring, negotiation with creditors, drawing up and putting the reorganization plan in place.
  • Legal consultancy in the environmental legislation area, highlighting the following matters:
    • Legal consultancy in the environmental legislation area, highlighting the following matters:
    • Environmental licensing procedures (environmental impact studies, obtaining prior, installation and operation licenses, fulfillment of conditions to licenses).
    • Solid Residues National Policy and Reverse Logistics System.

       

    • Forest Code (preservation of permanent preservation areas, preservation of Atlantic Forest areas, constitution of legal reserves, CAR, etc.).

       

    • Hydric Resources (effluents treatment station, authorization for capturing water, mineral water sources exploitation, etc.).

       

    • Atmospheric Emissions.

       

    • Management of contaminated areas.

       

Controlled products handling and storage.

 

  • Drafting agreements with environmental liability clauses.
  • Inspection of suppliers and service provider’s environmental regularity.
  • Implementation of compliance programs and providing of trainings in the environmental management area;
  • Defense of interests in administrative procedures instated by environmental authorities, in judicial lawsuits, with emphasis to complex litigation and class actions.
  • Assistance in the negotiation of consent agreements with the Public Prosecutor Office and administrative authorities.
  • Analysis, review and preparation of licensing contracts and assignment of industrial property rights (trademarks, patents, domain names) and franchise agreements.
  • Analysis, review and preparation of contracts involving the supply of technology, provision of technical services and technical assistance and non-disclosure agreements and protection of private and confidential data.
  • Registration of domain names and copyright.
  • Analysis, review and preparation of software licensing and assignment contracts, maintenance and support, supply or distribution of computing equipment, development of solutions and service level agreements (SLA).
  • Assisting clients in matters related to the Internet and new technologies, such as, for example, copyright infringement, disputes over domain names, use of trademarks and unfair competition in the electronic medium, search tools, social networks, among others.
  • Consultancy on copyright, advertising and entertainment issues.
    Analysis, review and preparation of contracts involving copyright licensing and assignment, as well as licensing of right of publicity, name and voice.
  • Advisory on CONAR and CENP matters and their regulations, as well as drafting and presenting defenses before CONAR;
  • Analysis of marketing and advertising campaigns in view of applicable legislation;
  • Sports marketing, drafting and negotiating sponsorship agreements;
  • Advisory for implementing Commercial Promotions and Cultural Competitions, including drafting and revising Rules and other related documents, as well as conducting the administrative proceeding for the approval of Commercial Promotions before the competent authorities (Caixa Econômica Federal and SEAE);
  • Drafting and review of electronic agreements, as well as of Terms of Use, Privacy Policy Statements, Shipping, Exchanges and Returns Policies, etc.
  • Counsel in the interpretation and application of Brazilian labor legislation, in the most varied fields of activities, also focusing on litigation prevention and the search for creative legal solutions, drawing up and reviewing documents and internal policies, and union negotiations.
  • Strategic handling of individual and collective labor suits, in administrative proceedings, including in the sphere of the Labor Attorney General’s Office and Labor and Employment Ministry.
  • Strategic measures for reducing large labor debts.
  • Assistance in identifying labor contingencies regarding procedures and routines adopted by the human resources sector and in corporate operations (due diligence).
  • Consultancy on the most varied matters involving collective or individual labor rights.
  • Regulatory affairs regarding regulatory agencies such as ANVISA, MAPA, InMetro, among others;
  • Business structuring associated with regulatory aspects;
  • Assistance and representation of companies in public bidding procedures
  • Representation of companies in claims or extension of contracts involving public entities;
  • Legal advice during the execution of public contracts;
  • Representation of companies in litigations involving public authorities, outsourced companies, as well any other claims derived from public contracts.
  • Analysis, review and preparation of purchase and sale agreements of urban and rural properties, purchase and sale contracts, leasing, payment in kind, constitution of guarantees and other legal instruments related to real estate transactions.
  • Legal counsel in acquiring rural properties by foreigners and in foreign investments in real estate.
  • Legal structuring of real estate financing through securitizations (CRI), debentures, real estate investment funds (FII), and structured real estate operations.
  • Legal counsel in real estate acquisition operations, carrying out due diligences and supervising the negotiation of purchase and sale agreements, incorporations, mergers and spin-offs relating to real estate acquisition processes.
  • Counseling on the interpretation and application of Brazilian tax legislation, in relation to direct and indirect taxation, as well as social security taxes.
  • Counseling on the feasibility of operations with the best possible tax savings (tax structuring).
  • Assistance in identifying tax contingencies in corporate operations (due diligence)
  • Monitoring tax status at the Treasury Departments, with a view to assuring that the main tax clearance certificates are always valid.
    Strategic handling of judicial and administrative proceedings of a tax nature, at all levels (municipal, state and federal).
  • Audit of lawsuits and administrative tax proceedings, with the submission of reports with accessible and accurate information, including the specification of the economic amount in controversy, whether or not there are guarantees and risk of loss of theses discussed, always attuned to the official indexes (economic value), the stage of the proceeding (guarantees) and current precedents (risk), respectively.