Our Center has expertise and solid experience in providing legal advice and consultancy services to small, medium and large companies, from any sector, as well as Brazilian and foreign entrepreneurs and investors, by analyzing, planning and performing the legal services described below.

 Activities

I – Corporate Law

• Business structuring and M&A operations:

(i)         Analysis of legal feasibility and risks of the business, by checking documents, certificates, and the reputational history of the parties involved;

(ii)        Planning the strategy and the vehicle(s) to be used, with a view to maximizing economic efficiency, minimizing risks, and tax efficiency;

(iii)       Negotiation, drafting, and discussion of the legal instruments necessary to implement the plan, from preliminary contracts (Memorandum of Understanding, Protocol of Intentions, Investment Agreement, Commercial Partnership Agreement, among others) to the definitive contracts to close the operation;

(iv)       Negotiation, drafting and discussion of Shareholders/Partners Agreement, if and as the case may be.

• Advisory services in commercial establishments and assets sale transactions;
• Planning and implementation of corporate reorganizations (total or partial spin-off, merger and transformation of companies);
• Estate and succession planning for tax efficiency;
• Incorporation of companies, preparation of simple and complex corporate acts, sponsoring the filing with the Commercial Registries and regularization of information with the other necessary agencies;
• Resolving business disputes through negotiation, mediation, and, as a last resort, arbitration or bringing disputes before the Judiciary;
• Preparation of memoranda and legal opinions about the legislation related to Private Law, especially the corporate and business legislation, including the normative acts of the Securities and Exchange Commission of Brazil (CVM).
• Assistance and consultancy to members of the management bodies of companies (members of the Board of Directors – and of thematic advisory committees to this body – of the Advisory Board and the Executive Board) about legal aspects, risks (civil, administrative and criminal liability) and corporate governance related to matters listed on the agenda of the meetings of the respective bodies, with the suggestion of how to vote in view of the interests of the company, as well as the applicable legislation, and also the risks identified; preparation of a draft vote, when applicable and as the case may be; preparation of a draft dissenting vote, aiming at the full legal protection of the statutory administrator.

II – Contractual Law

Drafting, review and discussion of business contracts (franchise agreements, leasing agreements, fiduciary alienation agreements, fiduciary assignment agreements, agency and sales representation agreements, distribution agreements, among others) and civil contracts (purchase and sale agreements, donation agreements and deeds, loan agreements, residential and non-residential rental agreements, among others).

III – Real Estate Law

Structuring of real estate businesses, including rural properties, by (i) analyzing the legal feasibility and risks related to the acquisition and sale of properties, notably regarding the existence of liens and encumbrances; (ii) drafting, reviewing and discussing purchase and sale agreements, barter agreements, payment in kind, lease agreements, definitive deeds, built-to-suit agreements, with particular attention to guarantee clauses.

IV – Out-of-court Reorganization of Real Estate Developers and Construction Companies

We offer a solution to the business owner of a real estate development company and/or construction company in a situation of financial crisis, or even insolvency and pre-bankruptcy, who does not see a recovery through the usual business strategies and techniques. Usually, in such situations, the company already faces disputes with its investors and a flood of lawsuits, facts that can compromise the remaining good assets, as well as the personal property of the partners themselves.

The out-of-court reorganization of real estate developers and construction companies enables an honorable and safe way out, based on the Caio Mário Law and on the well-established case law from Lower and Higher Courts, through the formation of a Construction Condominium, the company’s dismissal from its role as a developer with the delivery, in favor of the investors that are members of the condominium, of the assets and the project of the real estate development against the granting of full or partial releases, through individual negotiations, in favor of the business owners of the company.

This business solution provides investors with the completion of the real estate enterprise in order to preserve their investments, as well as the maintenance and protection of the personal property of the business developers.

V – Capital Markets

 (i)   Legal assistance and consultancy to asset management companies and DTVMs by analyzing the legal feasibility of the acquisition of assets to be backed by quotas of Equity Investment Funds and Credit Rights Investment Funds;

(ii)  Performing the function of legal advisor for Investment Funds;

(iii) Analysis of Investment Fund Regulations;

(iv) Drafting of memorandums and legal opinions about the legislation related to Investment Funds, notably the capital market legislation, the corporate legislation, and normative acts edited by the Securities and Exchange Commission of Brazil (CVM).