Agribusiness

The Agribusiness area provides legal assistance to national and foreign companies and investment funds that are active or intend to become involved in agribusiness.

The main activities include:

– Analysis, preparation and review of credit instruments, such as Rural Product Notes (CPR) and other types of agribusiness financing instruments (CDA/WA, CDCA, LCA and CRA).

– Development of transactions of a commercial and financial nature, including partnerships, joint ventures and barter arrangements and preparation of the respective contracts.

– Formalization of instruments and guarantees based on farm commodities, including for export operations.

– Analysis, preparation and review of agricultural contacts, including for crop sharing, lease of farmland and purchase and sale of farm commodities, among others.

– Development of operations for securitization of receivables and establishment of investment funds linked to agribusiness assets and credit rights, with the participation as necessary of the Corporate and Capital Markets and/or Banking and Financial Markets areas.

– Analysis of export and import operations, foreign exchange procedures and customs regimes, together with the Tax area or Banking and Financial Markets area, according to the case.

– Judicial and extrajudicial collection of debts related to contracts and credit instruments involving agribusiness, together with the Litigation and Arbitration area.

– Assistance in the acquisition of farmland, including due diligence examination of chain of title (together with the Real Estate area) and contingencies related to environmental legislation (together with the Environmental area).

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Environmental

The Environmental area renders assistance to Brazilian and foreign groups in all sectors, as well as to consultancies, financial institutions and investment funds.

The main activities include:

– Assistance in all phases of environmental licensing.

– Environmental risk assessment for the acquisition of farmland, urban property, industrial plants and equity interests.

– Participation in public hearings and consultations.

– Representation before federal, state and local authorities, including public prosecution offices, in matters involving citations for environmental
infractions, civil and criminal investigations, definition of compensatory measures and negotiation of consent decrees.

– Representation, together with the Litigation and Arbitration area, in public civil actions and class actions involving indemnification and reparation due to environmental damages.

– Analysis, negotiation and preparation of contractual clauses involving environmental obligations, together with the Banking and Financial Markets area.

– Assistance, together with the M&A, Private Equity and Venture Capital area, in transactions involving equity stakes or assets with high environmental exposure, including due diligence and procedures with environmental authorities.

– Assistance in projects involving the creation and trading of carbon credits and other environmental assets.

– Support in the definition and registration of legal reserves and permanent preservation areas.

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Compliance and Business Ethics

The Compliance and Business Ethics area provides legal assistance to national and foreign companies in all sectors, along with investment funds and financial institutions, for the development of measures and procedures to prevent, detect and combat fraud and other violations of the rules governing business activity and to assure observance of values and guidelines on good conduct.

The main activities include:

– Evaluation of corporate risks and development and implementation of specific compliance programs based on the nature of the business and the risks identified.

– Preparation or revision of corporate codes of conduct in harmony with Brazilian legislation and international standards.

– Conduction of compliance audits to support internal investigations, as well as assistance in the implementation of anticorruption controls and development of denunciation channels.

– Training of employees regarding ethical conduct.

– Conduction, together with foreign law firms, of due diligence examinations in processes for acquisition of corporate holdings and risk analysis of local subsidiaries, to identify possible violations of anticorruption rules, in particular the US Foreign Corrupt Practices Act and/or the UK Bribery Act.

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Antitrust

The Antitrust and Consumer Relations area assists Brazilian and foreign groups in all economic sectors as well as investment funds.

The main activities include:

– Assistance and advice in the conception of commercial and corporate structures.

– Notifications to the antitrust authorities and regulatory agencies (depending on the sector) regarding mergers, acquisitions, joint ventures and other transactions involving business concentration carried out in Brazil or abroad but with effects in the country.

– Assistance, in partnership with foreign law firms, to Brazilian companies involved in transactions and operations abroad.

– Preparation of competition law compliance manuals.

– Assistance with regulatory agencies in relation to specific competition questions in regulated sectors.

– Representation in administrative proceedings conducted by the Administrative Council for Economic Defense (CADE) involving anticompetitive conduct, such as cartel formation and predatory pricing.

– Support, along with the Litigation and Arbitration area, in lawsuits involving compensation for losses and damages due to anticompetitive conduct.

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Litigation and Arbitration

The Litigation and Arbitration area advises and represents Brazilian and foreign companies in resolution of disputes at all judicial levels and in national and international arbitral proceedings.

The main activities include:

– Representation in questions involving civil, commercial, corporate, capital markets and banking disputes, consumer rights, antitrust and administrative law.

– Proactive assistance to prevent disputes and to reach settlements, either before or after litigation has started.

– Preparation of legal opinions and affidavits on Brazilian procedural law and the application of Brazilian legislation in judicial or arbitral proceedings in Brazil or abroad.

– Representation in mediation processes.

– Preparation and revision of arbitration clauses and dispute resolution mechanisms, including advice in complex business transactions.

– Enforcement of domestic arbitral awards.

– Recognition and enforcement of foreign judicial and arbitral awards.

– Provision of expert witnesses in judicial and arbitral proceedings.

– Work as arbitrators and mediators.

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Commercial Contracts

The Commercial Contracts area renders legal assistance to Brazilian and foreign companies, financial institutions and investment funds.

The main services are the following:

– Negotiation, drafting and revision of preliminary agreements (letters of intention, memorandums of understanding, confidentiality and non-compete agreements), as well as all types of typical and atypical contracts set forth in Brazilian law.

– Negotiation, drafting and revision of contracts covering commercial representation, distribution of products, manufacturing to order, purchase and sale of business establishments, operation and maintenance (O&M) and professional services.

– Negotiation, preparation and revision of franchise agreements.

– Negotiation, preparation and revision of contracts for long-term supply, purchase and sale, donation, exchange, consignment, intermediation and brokerage.

– Negotiation, preparation and revision of contracts for lease of vehicles and equipment and free loan for use (commodatum).

– Negotiation, preparation and revision of instruments to establish in rem and in personam guarantees, such as sureties, mortgages, liens, pledges of receivables and fiduciary assignment.

– Negotiation, preparation and revision of loan contracts and associated documents.

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Government Contracts and Regulatory Matters

The Government Contracts and Regulatory Matters area assists Brazilian and foreign companies in the various areas of relations with governmental entities at the federal, state and municipal levels. The lawyers of this area have extensive experience particularly in contracts covering defense and public safety procurement, information technology goods and services, drugs and medical equipment and environmental services. In the regulatory field, the area assists clients with matters in the telecommunications, water and sanitation, oil and gas, airports, highways, ports, aviation, navigation, electric power and pharmaceutical sectors.

The main activities include:

– Assistance in tenders for purchase of goods and services, including analysis of invitations to bid and draft contracts; participation in public hearings and consultations; preparation of questions and challenges; negotiation and drafting of consortium agreements and subcontracts; incorporation of SPCs and drafting the related investment and shareholders’ agreements; and administrative and judicial litigation regarding irregularities (in the last case with the Litigation and Arbitration area).

– Advice in cases of direct contracting when no bidding is required or possible.

– Representation before federal, state and local regulatory agencies and other entities, such as audit tribunals in investigations and requests to amend contractual provisions to reestablish the original financial balance.

– Representation, together with the Litigation and Arbitration area, in public civil actions, class actions, suits regarding administrative improbity and suits to reestablish contractual balance.

– Negotiation, drafting and analysis, together with the Intellectual Property area, of technology transfer agreements.

– Analysis, together with the Tax area, of the taxes that affect the supply of goods and services to public entities, including import duties.

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Banking and Financial Markets

The Banking and Financial Markets area renders assistance to national and foreign financial institutions, investment funds and companies.

The main activities include:

– Review of financial contracts in general, including standard agreements for financial services.

– Assistance in regulatory matters involving the Brazilian Central Bank.

– Assistance in national and international credit transactions, including structured financing, import/export finance and infrastructure project finance.

– Assistance in deals involving financing from the National Bank for Economic and Social Development (BNDES) and multilateral financial institutions (IDB, IBRD, IFC).

– Assistance to develop structures for automobile and other consumer financing operations.

– Assistance involving operations with credit cards.

– Assistance in placement of public and private bonds abroad (Brazilian legislation).

– National and international operational and financial leasing.

– Representation in administrative proceedings conducted by the Brazilian Central Bank and National Financial System Appeal Council.

– Assistance in opening representation offices of foreign financial institutions.

– Registration of capital with the Central Bank (RDE system).

– Assistance in incorporating financial institutions.

– Assistance in transactions involving transfer of control of financial and similar institutions.

– Assistance in structuring guarantees, sureties, liens, fiduciary assignment, fiduciary transfer, reservation of ownership, etc.

– Assistance in securitization of receivables.

– Consulting regarding private banking and wealth management.

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Energy, Oil & Gas and Mining

The Energy, Oil & Gas and Mining area assists national and foreign companies in the areas of generation, transmission and distribution of electricity; renewable energy, exploration, production, transport and distribution of oil, gas, refined products and biofuels; and mining and ore processing. Clients include not only companies directly engaged in these activities, but also engineering consulting firms, service providers and equipment suppliers, financial institutions and investment funds.

The main activities include:

– Assistance and consulting in sector-specific regulatory questions.

– Negotiation, analysis and drafting of contracts, including power supply agreements, contracts for use of hydroelectric potential, transport of oil and gas and transmission or electricity, all types of construction, equipment supply and service provision agreements, unitization, joint operation, farm-in, lease of mineral reserves and assignment of mining rights.

– Assistance, together with the Environmental area, in all phases of environmental licensing of projects in the electricity, oil & gas, biofuels and mining sectors.

– Assistance in tender procedures, including analysis of invitations to bid and draft contracts; participation in public hearings and consultations; preparation of questions and challenges; negotiation and drafting of consortium agreements and subcontracts; incorporation of SPCs and drafting the related investment and shareholders’ agreements; and administrative and judicial litigation regarding irregularities (in the last case with the Litigation and Arbitration area).

– Representation with federal and state regulatory agencies, including ANEEL, ANP and DNPM, as well as audit tribunals, in civil investigations, requests to reestablish the financial balance of concession agreements and other matters.

– Representation, together with the Litigation and Arbitration area, in public civil actions, class actions, suits regarding administrative improbity and suits to reestablish contractual balance in projects involving electricity, oil & gas, biofuels and mining.

– Negotiation, analysis and preparation, together with the Banking and Financial Markets area, of all the financing instruments for projects, including bank loans and issuance of bonds and other securities.

– Analysis, together with the Tax area, of all the tax impacts of projects.

– Assistance, together with the M&A, Private Equity and Venture Capital area, in transactions involving equity stakes in companies in the electricity, renewable energy, oil & gas, biofuels and mining sectors, including due diligence and regulatory approval procedures.

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Sports and Entertainment

The Sports and Entertainment area provides legal support to Brazilian and foreign companies, investment funds, financial institutions, sports clubs and individuals in the entertainment and sports industries.

The main activities include:

– Assistance in the preparation and follow-up of efforts to obtain financing for artistic projects under incentive laws.

– Assistance in all legal aspects of artistic productions.

– Assistance in preparing the rules of sports competitions.

– Corporate restructurings involving sports clubs and leagues.

– Tax assistance, along with the Tax area, to sports clubs and leagues and their sponsors.

– Assistance in negotiating and drafting contracts for transmission of sports events.

– Assistance, together with the Labor area, in the negotiation and drafting of labor and/or service provision agreements for athletes and artistic performers.

– Help with the transfer of athletes between clubs, in Brazil or internationally.

– Assistance in specific legal questions affecting sports events and activities.

– Representation, together with the Litigation and Arbitration area and/or the Labor area, in disputes involving provision of services, labor contracts and agreements on image rights of athletes and artistic performers.

– Preparation of the bylaws of sports clubs and leagues.

– Assistance in negotiating and drafting sponsorship agreements, and together with the Intellectual Property area, contracts for use of brands and images.

– Assistance in negotiating and drafting contracts for shows and events.

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M&A, Private Equity and Venture Capital

The M&A, Private Equity and Venture Capital area assists Brazilian and foreign companies, entrepreneurs, investment funds and financial institutions.

The main activities include:

– Planning, structuring, negotiation and implementation of transactions for investment or purchase/sale, exchange or combination of equity stakes or assets.

– Structuring, negotiating and contracting of financing for implementation of transactions.

– Formulation and implementation of corporate restructurings, including those aiming to capture synergies resulting from mergers and acquisitions.

– Conduction of legal due diligence in prospective mergers and acquisitions.

– Negotiation, preparation and revision of investment agreements, shareholders’ agreements, economic participation agreements in start-ups and rapid growth companies.

– Assistance in agreements for partnership and strategic alliances.

– Assistance in joint-venture agreements.

– Assistance, together with the Intellectual Property area, in joint development agreements or licensing of technology.

– Preparation of non-compete agreements for executives or owners of acquired companies, together with the Labor and Human Resources area.

– Assistance, together with the Corporate and Capital Markets area, in the establishment of investment funds and holding companies in Brazil and abroad.

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Real Estate and Land Use

The Real Estate and Land Use area renders legal services to Brazilian and foreign companies, entrepreneurs, investment funds and financial institutions in all types of real estate and property development transactions.

The main activities include:

– Negotiation, preparation and revision of contracts and other documents involving definitive and conditional purchase/sale, exchange, accord and settlement, establishment of guarantees, construction, rental and lease of real estate.

– Assistance to develop transactions for securitization of real estate receivables, issuance of bonds/debentures and creation of real estate investment funds, together with the Corporate and Capital Markets area.

– Legal audits of the situation of the real estate assets of companies and definition of the feasibility of purchasing real estate.

– Evaluation of the risks involved in transactions for the acquisition, exchange, free loan for use (commodatum), lease and establishment of guarantees involving urban and rural properties.

– Assistance in residential, commercial and industrial real estate development projects, such as theme parks, shopping centers, hotels/resorts, storage facilities, logistics terminals, condominium buildings and subdivisions, including negotiation, preparation and revision of all the agreements and other documents and guidance in arranging financing.

– Negotiation, preparation and revision of lease agreements and construction contracts, including built-to-suit.

– Establishment of real estate guarantees, such as mortgages and trust deed arrangements, together with the Corporate and Capital Markets and M&A, Private Equity and Venture Capital areas, as necessary.

– Assistance in contracts for operation and management of hotels, resorts and temporary residence buildings.

– Assistance in real estate financing contracts, including for loans from the Real Estate Financing System (SFI) and Housing Finance System (SFH).

– Assistance in drafting condominium association conventions and other documents for condominium buildings and gated communities.

– Assistance in the feasibility analysis of projects in light or zoning and land use rules, including city master plans.

– Assistance in landmarking processes.

– Assistance in acquisition of properties subject to special regimes, such as land near the coastline (navy land, subject to leasehold) and land subject to emphyteusis.

– Assistance to rectify registration of real estate deeds.

– Representation, together with the Litigation and Arbitration area, in lawsuits to revise rents and renew leases, claims for construction defects and usucapion actions (adverse possession).

– Structuring of joint ventures and consortiums to engage in real estate development projects.

– Review of deeds and consultation regarding regularization of the legal situation of real estate with real estate registries and other public offices.

– Assistance in expropriations, declarations of public utility and public easements.

– Consulting in questions regarding zoning and land use.

– Assistance in projects involving concession of the use of public spaces.

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Infrastructure and Construction

The Infrastructure and Construction area assists Brazilian and foreign construction companies, engineering and architectural firms, financial institutions and investment funds in the areas of construction of public projects and provision of public services at the federal, state and local levels. The team has extensive experience with large projects, such as highways, railways, ports, airports, water and sanitation systems, logistics facilities, administrative centers, sports stadiums and arenas, convention centers and other venues, waste treatment and disposal installations, hospitals and prisons.

The main activities include:

– Structuring, modeling and analysis of infrastructure projects, including analysis of laws and regulations and possible legal-institutional obstacles and drafting of invitations to bid and the associated concession contracts, public-private partnership agreements and similar documents involved in public projects.

– Assistance, together with the Environmental area, in all phases of the environmental licensing of infrastructure projects.

– Assistance in tender procedures, including analysis of invitations to bid and the respective draft contracts, participation in public hearings and consultations, preparation of questions and challenges, negotiation and drafting of consortium agreements, incorporation of SPCs and negotiation and drafting of investment and shareholder agreements, as well as administrative and judicial litigation, together with the Litigation and Arbitration area.

– Representation with federal, state and municipal regulatory agencies and other oversight entities, including public account audit tribunals, in investigations and efforts to reestablish the financial balance of government contracts.

– Representation, together with the Litigation and Arbitration area, in public civil suits and class actions and suits to reestablish the financial balance of government contracts.

– Negotiation, analysis and revision, together with the Banking and Financial Markets, of all project finance instruments, including bond/debenture prospectuses and indentures.

– Negotiation, analysis and preparation of all types of construction agreements and contracts for supply of equipment and services and operation of projects.

– Analysis, together with the Tax area, of all the tax aspects of infrastructure projects.

– Representation, together with the Litigation and Arbitration area, in disputes involving performance of construction agreements.

– Assistance to owners and builders in monitoring the performance of construction agreements.

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Maritime and Aviation

The Maritime and Aviation area provides legal assistance to Brazilian and foreign companies, investment funds and financial institutions in transactions and disputes involving shipping and aviation.

The main activities include:

In the shipping area:

– Assistance in the negotiation, analysis, preparation and revision of contracts for construction, charter and purchase/sale of vessels and oil platforms, as well as other contracts associated with projects, such as formation of consortiums and joint ventures.

– Assistance in public tenders and regulatory questions, as well as review and discussion of government contracts.

– Assistance in the incorporation of shipping companies and registration of ships and ship owners with the Brazilian Special Registry (REB).

– Representation in cases of seizure or embargo of vessels and/or cargo, in navigation accidents, fires and oil spills, together with the Environmental and Litigation and Arbitration areas, as the case may be.

– Assistance in questions with the Department of Ports and Coasts of the Brazilian Navy (DPC), National Waterway Transport Agency (ANTAQ), National Petroleum, Natural Gas and Biofuels Agency (ANP) and Administrative Council for Economic Defense (CADE).

– Representation in processes related to offshore pollution, together with the Environmental area.

– Representation in disputes involving port authorities and the Department of Ports and Coasts (DPC) and in questions under the competence of the Maritime Tribunal, as well as lawsuits and arbitrations in general, together with the Litigation and Arbitration area.

– Representation in proceedings for recognition and enforcement of foreign court and arbitral awards as well as appeals regarding these matters, including cases heard by the Brazilian Supreme Court, together with the Litigation and Arbitration area.

– Assistance, together with the Insurance and Reinsurance area, in obtaining hull and machinery and P&I insurance, in Brazil and abroad.

– Negotiation and revision of ship mortgage contracts.

– Assistance in negotiations related to financing of ship construction, including from the Merchant Marine Fund.

– Collection of debts involving maritime operations, together with the Litigation and Arbitration area.

– Consulting and preparation of legal opinions on international conventions and accords involving maritime policy.

– Assistance with customs questions regarding cargo, together with the Tax area.

In the aviation area:

– Assistance, together with the Corporate and Capital Markets area, to incorporate all types of air transportation companies, including air taxi services, as well as companies for aircraft maintenance and repair.

– Assistance to aircraft manufacturers, financial institutions and airline companies.

– Defense of the rights of national and foreign airline companies both in the ordinary course of business and in cases of bankruptcy and court-supervised reorganization, together with the Restructuring and Insolvency area.

– Assistance in negotiations for the purchase/sale and lease of airplanes and helicopters, including financing, establishment of liens/mortgages and renegotiation of debts.

– Assistance to register aircraft with the Brazilian Aviation Registry (RAB).

– Assistance, together with the Insurance and Reinsurance area, to contract hull, engine and civil liability insurance, in Brazil and abroad, including reinsurance and adjustment of claims related to passengers and cargo.

– Assistance with regulatory questions involving air transportation.

– Assistance in customs questions related to importation and exportation of general cargo and aircraft parts, together with the Tax area.

– Representation in administrative and judicial litigation (together with the Litigation and Arbitration area) involving all questions of aviation law, including passenger rights and recall of aircraft parts.

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Intellectual Property

The Intellectual Property area assists Brazilian and foreign companies in all matters related to trademarks, patents, industrial designs, copyrights and neighboring rights, image rights, domain names, business names, unfair competition, business secrets and misleading advertising, among others, including preparation of legal opinions and prosecution of patent and trademark applications with the National Industrial Property Institute (INPI).

The main activities include:

– Assistance in measures to protect against unfair competition, including piracy and counterfeiting.

– Assistance in registration of intellectual property assets, including trademarks and patents.

– Preparation of license agreements for use of images, sounds and other content.

– Negotiation and drafting of agreements to license trademarks and transfer of technology/know-how.

– Full assistance and follow-up of administrative and judicial measures (civil and criminal) regarding infringement of intellectual property rights, such as piracy, falsification and plagiarism.

– Defense of intellectual property rights by working with the customs authorities throughout the country in cases involving importation of counterfeit goods and parallel importation.

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Restructuring and Insolvency

The Restructuring and Insolvency area renders assistance to Brazilian and foreign companies and investment funds interested in acquiring distressed firms or their assets, as well as financial institutions interested in providing financing to companies undergoing reorganization. The team also represents creditors and debtors in all phases of bankruptcy or court-supervised reorganization proceedings, as well as in out-of-court debt workouts, and works together with the Litigation and Arbitration area in disputes between creditors and distressed companies, whether or not undergoing reorganization.

The main activities include:

– Legal assistance to investors interested in the assets of distressed companies, either in reorganization or bankruptcy, involving risk assessment, preparation of contracts and negotiation and implementation of legal structures and reorganization plans.

– Assistance to financial institutions and investors in transactions to extend credit to companies in financial difficulty, both in court-supervised reorganization and proceedings and out-of-court debt workouts.

– Representation of creditors, together with the Litigation and Arbitration area, in lawsuits to defend the interests of creditors against debtors undergoing reorganization or bankruptcy proceedings.

– Representation of creditors and debtors in debt workouts and negotiation of court-supervised reorganization plans.

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Consumer Relations

The Consumer Relations area assists Brazilian and foreign groups in all economic sectors as well as investment funds.

The main activities include:

– Preparation, revision and analysis of standard contracts with consumers.

– Consultation in questions of potential liability, commercial practices and contractual protection by means of legal opinions.

– Representation in administrative processes and proceedings, including negotiation of consent decrees, before consumer defense offices at the federal, state and municipal levels.

– Assistance in the implementation of product recalls in all aspects, in particular analysis of their need and defense in administrative and judicial proceedings.

– Assistance, together with the Litigation and Arbitration area, in lawsuits individual and collective involving consumer relations, notably public civil actions filed by public prosecution offices and class actions filed by consumer associations and other legitimate parties.

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Insurance and Reinsurance

The Insurance and Reinsurance area provides assistance to Brazilian and foreign companies in all matters related to insurance and reinsurance, including health plans.

The main activities include:

– Representation in lawsuits and arbitral proceedings, both in Brazil and abroad.

– Assistance in adjustment of claims.

– Preparation and revision of private instruments, for structuring and adaptation to Brazilian legislation.

– Assistance in negotiation and revision of agreements between insurance companies and sales channel agents, such as brokers, retailer chains and public utility companies.

– Assistance in regulatory matters with the National Private Insurance Council (CNSP), the Superintendency of Private Insurance (SUSEP), the National Supplementary Health Agency (ANS) and the National Superintendency of Complementary Social Security (PREVIC).

– Representation in administrative proceedings conducted by SUSEP and ANS.

– Assistance, together with the Corporate and Capital Markets area, in various transactions involving authorization to function, mergers and acquisitions, restructurings and corporate acts of insurers, reinsurers and insurance brokers and registration of reinsurers in the local, admitted and occasional categories.

– Restructuring and revision of the benefits of health insurance plans and private pension funds, to reduce and/or manage liabilities.

– Preparation and revision of standard contracts and regulations/bylaws of health insurance plans and open or closed private pension funds.

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Corporate and Capital Markets

The Corporate and Capital Markets area provides services to Brazilian and foreign companies in all sectors, financial institutions and investment funds, as well as government entities at all levels.

The main activities include:

– Incorporation of companies, professional partnerships, associations and foundations.

– Preparation and amendment of articles of organization and bylaws.

– Assistance in mergers, consolidations, split-offs as well as dissolution or liquidation of companies.

– Assistance in corporate restructuring projects, working with the Tax and Labor and Human Resources.

– Negotiation and preparation of shareholders’ and partners’ agreements, including clauses on joint voting, preferential rights, tag-along and drag-along, issuance of founders’ shares and subscription warrants.

– Negotiation and drafting of joint-venture and consortium agreements.

– Consulting on corporate and capital markets legislation, including for compliance measures and rules of the Brazilian Securities Commission (CVM) and state commercial registry boards.

– Representation in consultations to and procedures conducted by the CVM, including administrative penalty proceedings.

– Assistance to boards of directors, audit committees, oversight boards and advisory boards in the exercise of their powers under the law and bylaws.

– Representation of shareholders at shareholders’ meetings.

– Representation, together with the Litigation and Arbitration area, in lawsuits and arbitrations involving corporate disputes, including enforcement of shareholders’ or partners’ agreements, compliance with corporate obligations, conflicts of interest and liability of directors, officers and shareholders.

– Representation, together with the Litigation and Arbitration area, in processes for judicial dissolution and liquidation of companies.

– Representation, together with the Litigation and Arbitration area, in proceedings to annul decisions of commercial registry boards and the CVM.

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Telecommunications, Media and Information Technology

The Telecommunications, Media and Information Technology area renders legal assistance to structure transactions and assist clients involving regulation of these areas.

The main activities include:

– Assistance to companies in public tenders and to implement projects in the telecommunications sector.

– Assistance in regulatory matters, restrictions on market access, competition rules, resale and value added services.

– Assistance to form partnerships, consortiums and joint ventures.

– Assistance to media companies, especially in the radio and television segment.

– Representation in administrative proceedings in the telecommunications sector, especially the Ministry of Communications and the National Telecommunications Agency (ANATEL).

– Assistance in purchase and sale of equity holdings, transfer of control of companies and restructuring of business groups.

– Representation, together with the Litigation and Arbitration area, in lawsuits involving ANATEL.

– Assistance in public tenders for awarding telecommunications concessions and radiofrequency licenses.

– Assistance in the negotiation and drafting of affiliation agreements.

– Consulting, along with the Intellectual Property area, in projects related to intellectual property rights and related areas.

– Preparation of various contractual instruments related to e-commerce.

– Assistance in structuring deals and sale of products and services for companies in the media, technology and internet areas.

– Assistance in questions related to the use of digital signature, supply of content, links and hosting.

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Labor and Human Resources

The Labor and Human Resources area assists Brazilian and foreign companies in all sectors, as well as financial institutions, in all aspects of labor relations.

The main activities include:

– Analysis of human resources policies and labor relations in general, to identify distortions and prevent contingencies.

– Assistance in hiring expatriates, including obtaining work permits and residency visas.

– Assistance to structure and implement downsizing programs.

– Assistance to formulate and implement profit sharing and stock option programs, both exclusively in Brazil and adaptation of multinationals’ programs for harmonization with Brazilian law.

– Participation in due diligence procedures to identify labor liabilities and practices that can cause contingencies.

– Assistance after acquisitions to identify discrepancies in remuneration of employees and to harmonize compensation packages.

– Assistance in formulating career plans.

– Preparation of legal opinions on the existence of labor contingencies and risks of lawsuits from current and former employees and infraction citations from the Labor Ministry.

– Assistance in outsourcing and service provision agreements.

– Evaluation of private pension plans of companies, with focus on identification (with accounting and actuarial advisors) of their financial balance, as well as examination of various legal issues of such plans.

– Representation in individual and collective labor suits, at all court levels, as well as in administrative proceedings and investigations conducted by the Labor Ministry and public civil actions filed by the Labor Attorney’s Office.

– Assistance in collective bargaining.

– Assistance in hiring executives, including design of compensation packages and the respective contractual clauses.

– Assistance in negotiating and drafting confidentiality, non-solicitation and non-competition clauses/agreements with respect to employees and executives.

– Representation in judicial and arbitral proceedings involving the enforcement of confidentiality, non-solicitation and non-competition clauses/agreements.

– Evaluation, together with specialized experts, of occupational health and safety conditions.

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Tax

The Tax area assists Brazilian and foreign companies in the full range of tax questions, both through consultation and representation in administrative and judicial litigation. The Tax team also participates in the work of all other practice areas when there are tax implications, particularly in evaluation of the legal situation of companies, corporate restructuring and modeling of financial and commercial transactions.

The main activities include:

– Studies of tax impacts and recommendation of legitimate structures to reduce the tax burden.

– Evaluation of aspects related to the incidence of taxes importation of goods, eligibility for special customs regimes and other incentives and importation of services, in this last case including those resulting from contracts for transfer of technology and know-how.

– Assistance to foreign groups in modeling their investments in Brazil and developing tax planning structures, both in the country and abroad, including considering the effects of treaties to avoid double taxation.

– Assistance to clients in various economic sectors in the formulation of proposals to government authorities for changes in tax legislation, including to establish tax benefits and incentives and to identify legal provisions that can be questioned in administrative and/or judicial proceedings.

– Assistance to evaluate tax contingencies in corporate transactions such as restructurings, as well as financial transactions in general.

– Consulting to establish tax-efficient structures in infrastructure projects in the electricity, telecommunications, oil & gas, highway operation, railroad and sanitation sectors, among others.

– Assistance to multinational companies in the definition, coordination and implementation of transfer pricing policies, in observance of Brazilian legislation and international treaties.

– Representation of companies in tax litigation in the administrative sphere (municipal, state and federal) and the courts at all levels and throughout the country, as well as guidance to company legal departments in the drafting of procedural filings.

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