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M&A / Corporate Law

• Counseling to buyers and sellers in Merge and Acquisition transactions, including legal due diligences, preparation and negotiation of the entire set of agreements and documents relating to the transactions, including but not limited to share purchase agreement (SPA);

• Complete legal advisory in the negotiation of Joint Ventures, including the preparation of the Stockholders/Shareholders Agreement, Partnership Agreement and Special Partnership Company Agreement;

• Corporate reorganization, including merger of companies, total or partial spin-off, amalgamation and conversion of companies into another corporate type;

• Advisory in matters involving corporation law, as the preparation of corporate documents for limited companies, stock corporation, simple company, associations and foundations (Minutes of Partners Meetings, Amendments to Articles of Association, Minutes of Shareholders Meetings, update of corporate books and corporate legal due diligences);

• Advisory to foreign companies willing to do business in Brazil, including the incorporation of companies and the coordination of all required registrations for their due operation, such as enrollment before the National Corporate Taxpayers Register (CNPJ), registration before the Central Bank of Brazil, among others;

• Advisory to family owned companies, including guidance regarding the implementation of best practices on corporate governance, preparing and negotiating internal regulations, corporate documents, Shareholders/Partners Agreement, and constitution of usufruct;

• Advisory services to startup companies, angel investors, investment fund, including the incorporation of the company, Shareholders/Partners Agreement, fund raising (mutual convertible, call option, debentures) and exit options.;

Business Transactions

• Complete advisory in the preparation, negotiation and review of agreements, in order to ensure that all commercial terms are reflected on the agreements providing full legal security to business transactions;

• Agreements related to sales channels, including distribution agreements, commercial representation agreements, as well as franchise agreements, franchise offering notice, among others;

• Industrialization on demand agreements, purchase and sale of commercial establishment, supply of raw materials agreements, provision of services, leasing and lending of equipments and intangible assets in general, among others;

• Loan agreements, analysis of guarantees in the granting of credits, financial agreements, among others; and

• Advisory for the termination of contractual obligations, as and on negotiations pertaining the performance, resolution, termination and dissolution of the agreements.

Intellectual Property

• Dedicated to handling the legal and regulatory demands of national and foreign clients operating in the creative and innovative industries, for which an efficient and dynamic management of Intellectual Property Rights (“IPRs”) is fundamental;

• Management of the most sophisticated topics related to IPRs, being recognized for its excellence in the treatment of all legal, regulatory and public policy aspects concerning the application of the Law to industries with intense creative activity, research and development (R&D) and technological innovation;

• Comprehensive support in the areas of development, licensing, acquisition, transfer, pricing, registration, protection, marketing and defense of IPRs and other intangible rights and interests;

• Acting with clients from all economic segments that need to create, license, advertise, promote, develop, contract, import or export elements and/or intangible rights, including the development and coordination of all IPRs activities, being well recognized by the market as well as specialized legal publications, for their performance and ability in issues related to the licensing and transfer of IPRs, knowledge and technology;

• Conflicts and administrative procedures involving trademarks, patents, trademarks, copyrights and software, domain names, trade secrets, know-how, semiconductors, creative concepts and non-patentable technology;

• Preparation, evaluation, negotiation and resolution of multiple types of agreements for the licensing and transfer of assets, aiming at maximizing the IPRs portfolio, their licensing practices and registration strategies, including the retention and treatment of talents, artists, image rights and personality rights in general;

• Counselling, interference, opposition and cancellation of IPRs with the National Industrial Property Institute (INPI), including search and registration of trademarks, technology transfer agreements; and

• Counselling on the compliance with regulatory rules and guidance from Ministries, Offices and other government entities relating to the interaction of the IPRs with regulatory aspects.

Life Sciences and Health

• Counselling on matters relating to the Brazilian federal, state and municipal authorities, specifically with respect to products subject to public health surveillance, including small molecule drugs as well as biological drugs, new active pharmaceutical ingredients, polluting agents, diagnosis solutions and other medical products;

• Broad experience with all legal and regulatory aspects related to the development of products subject to the public health surveillance and all phases of its production chain, including production, licensing, marketing, pricing, registration, development and approval of clinical trials and studies, post-registration matters, international inspections and adjustment of good practices of development of activities;

• Complete support to international private initiatives aiming at gaining access to the Brazilian market, including the attainment of operating authorizations, registration of products, follow-up and intervention with the Brazilian Health Surveillance authorities;

• Counselling to the members of a clinical research, including development of procedures and agreements of phase I-III, preparation and negotiation of consent forms, retention and management of principal investigators, study centers administrative intervening parties, multicenter trials or trials held in Brazil, relationship with CRAs, health care institutions, CEP, CONEP, submission and counselling related to post-study access matters, special access, urgent import and post-registration matters (Phase IV).

• Performance with topics related to the registration, commercialization, pricing, marketing approval, clinical research, distribution and post-registration of regulated solutions, including prior approval process and release for market entry of products related to the regulated field, technology and communication claims, including the import and registration requirements;

• Consumer related aspects of the products, solutions and technologies related to the regulated field with regard to the Brazilian Health Surveillance authorities, including specific requirements on labeling, product launching, recalls and risk management;

• Marketing aspects, including self-regulation of the industry and advertisement practices targeted at specific audiences;

• Acting before the Ministries of Defense and Health concerning their regulatory acts and standards in their field, their products, solutions and registration of new technologies, labeling and marketing;

Agribusiness And Biotechnology

• Complete Counselling on all stages of agricultural production, including planting, processing, production, distribution and sale, as well as beef and dairy cattle;

• Agreements of rural partnership, rural lease, surface right, among others; 

• Advisory in legal and regulatory matters relating to In Natura, processed and imported food, including functional food and food with therapeutic functions;

• Complex contractual transactions as required for the purchase, development, licensing or transfer of assets and knowledge associated with the agricultural goods, pesticides, cultivation technology and management of agricultural processes, agricultural biotechnology and fuel;

• Review of all real estate documentation related to the purchase and sale of rural properties, as well as exchange or other related transactions, providing guidance to the client about the good standing of the rural property to be purchased and support of the transaction until the drawing up of the corresponding public deed and the annotation thereof in the property registration.

• Analysis of guarantees related to obtaining and/or granting of financing of production.

Entertainment, Media and Technology

• Rendering services to the creative industry, focused on the development, implementation, production, marketing and insurance of intangible assets relating to knowledge, leisure, culture and entertainment, especially in relation to the communication and advertisement industries; direct marketing; architecture; pictorial and visual arts; musical and performance works; audiovisual works and productions; transmedia narrative; fashion industry; transmission and broadcasting; entertainment software; and literary productions.

 

• Development and negotiation of agreements and operations unique to the segment, including the engagement and representation of agents, talents and cultural initiatives in several segments;

 

• Support to agencies and members of the promotion and advertisement chain in matters related to CONAR (National Council of Advertising Self-Regulation), CENP, ABA, ABAP, as well as in everyday matters of engagement and implementation of campaigns, focused on contractual activities of release and engagement of talents and intangible rights;

 

• Advisory and support to clients in the communication industry regarding the licensing of rights, schedule and sports events; relationship with foreign business partners; everyday and complex contractual matters relating to the performance of sports and cultural events, such as concerts, car races;

 

• Development of cultural contests, promotions, including advisory and search for approval of the formats from the applicable authorities;

 

• Counselling on federal and state laws and regulations concerning matters of information technology, including transactions in the communication field, regulatory body interactions and media initiatives, self-regulation, outsourcing, internet and data protection, social media, VOIP products and solutions, and matters of intellectual property;

 

• Preparation and negotiation of agreements and documents relating to the digital segment, including routine agreements, strategic partnerships, technology transfer agreements, agreements for licensing and acquisition of rights to use software and technological applications, development of programs for protection of Intellectual Property Rights and strategic contractual Due Dilligence; and

 

• Counselling on routine matters on the development and implementation of ”Terms of Use” related to usage of information, user and consumer data, and licensing strategies regarding intangible assets

Criminal Corporate Law

• Advisory and litigation in defense of the rights of national and international companies, in all Brazilian territory, in favor of legal entities and their legal representatives, in criminal matters arising from the performed operational activities;

 

• Preventive action in order to minimize the risks arising from business activity, through fast means of communication, including 24-hour on-call every day of the year for guidance and direct action on occurrences;

 

• Application of lectures, training and multidisciplinary auditing to determine possible risks with reflexes in the criminal area;

 

• Assistance in corporate investigations and preparation of legal opinions;

 

• Acting in investigative procedures and criminal actions, aiming, to defend the interests of the company and its legal representatives and employees;

 

• Filing and acting in Private Criminal Actions, with preparation of criminal complaints and registration of occurrences in the police sphere;

 

• Follow-up of Preparation of arrest, search and seizure proceedings and of police and judicial proceedings; and

 

• Performance in defenses and charges in lawsuits in all instances.

Corporate Governance and Compliance in Health

• Preparation, adapting, reviewing and implementing effective and multidisciplinary Anti-Corruption Policies, Business Conduct and Compliance programs, through the development, adjustment and steering of policies and procedures;

 

• Acting as external compliance representatives, providing support and working together with the internal areas of the clients, with direct reporting to the headquarters, in case of multinationals;

 

• Advisory on Anti-Corruption and Compliance practices and management of disputes arising from notifications and self-regulatory procedures;

 

• Developing and conducting training on Compliance, Corporate Conduct and Anti-Corruption practices with diverse public and approaches, including employees, Boards and Councils, contracted Third Parties, including Agents and Distributors, according to the clients’ needs;

 

• Evaluation and performance in matters related to the Business Conduct;

 

• Third party Audit and Due Diligence processes in connection with the development of clients’ daily activities as well as constantly monitoring and reviewing their Compliance Programs;

 

• Evaluation and coordination of internal investigations and cooperation with national and foreign authorities regarding the disclosure of denounceable or reportable practices; and

 

• Performing throughout the Healthcare chain, focusing on the management of conflict of interest, enhancement of internal resources, compliance with communication standards and marketing of health products, and mitigation of risks arising from interactions with Health Care Professionals, Associations and Patient Associations, Medical Entities, Clinics and other Entities dedicated to the treatment of health conditions.

Defense and Security

• Counselling to clients through bidding processes, whether in the referral of legislative matters to the Ministries of Defense, Air Force, Army or The Navy;

 

• Counselling on federal and regional laws and regulations concerning matters of public Defense and Security, including transactions in the area of defense systems, regulation of bodies and security initiatives, exportation control, data privacy, agreements of technology transfer and offset;

 

• Preparation and negotiation of agreements and documents relating to the defense segment, including operational agreements, strategic partnerships, joint-ventures, consortium agreements, technology transfer agreements, agreements for licensing and acquiring rights to use technological applications, development of partnership programs and strategic subcontracting;

 

• Counselling on routine matters related to the applicable rules and laws to the development and implementation of technologies and solutions in the defense and security area; and

 

• Integrated support in both legal and regulatory fronts in the productive process of developing solutions in defense and technology, including with regards to the export of security items and subject to trade bans, engagement with state entities and alignment with international defense policies, including ITAR, NATO, UN Security Council and disarmament procedures, rules of engagement and international conflicts.

Environmental Law

• Compliance with Brazilian environmental law avoiding conflicts and liabilities, especially in activities subject to environmental licensing and access to biodiversity;

 

• Advisory to the various stages of environmental licensing and relationship with the public agencies involved and impacted communities, including mining licensing and obtaining mining rights before the DNPM;

 

• Due Diligence preparation for M&A operations, investments, financing, Real Estate acquisitions and Projects, anticipating scenarios, liabilities and Environmental Restrictions;

 

• Negotiation of Terms of Conduct Adjustment (TAC) and follow-up of civil investigation in the Public Ministry;

 

• Defenses against Fines, Prohibitions, Embargoes and Restrictions imposed by Environmental Agencies, such as CETESB, IBAMA, FATMA, INEA, among other bodies as well as judicial defenses in Public Civil Suits and cancellation of Environmental Fines; and

 

• Implementation of Programs, Strategies and Technologies related to the exploitation of natural resources to support environmental management and improvement of Corporate Image.

Labor Law

• Counselling to national and international companies belonging to several economy sectors to understand the Brazilian Labor Legislation, acting in advisory and litigation, including routine matters, variable remuneration, benefits, Profit Sharing and/or Results Programs, stock options, Labor and Service Agreements;

 

• Performance in due diligence, in the scope of start-up and M&A operations, focusing on the labor area;

 

• Labor consultation, with the preparation of opinions and strategic labor review, including consultation for human resources departments on the most different labor issues, including Workshops related to good practices;

 

• Guidance on the hiring and dismissal of employees, including international transfer of expatriate employees, Brazilian or foreign, and guidance on outsourcing services and hiring of suppliers;

 

• Analysis of trade union framework, negotiation and leading of agreements with trade unions; and

 

• Defense on individual and collective labor claims and defense of clients’ interests on inspections and assessments of the Ministry of Labor (MPT).

Real Estate

• Advisory to incorporating companies, construction companies and landowners, in real estate operations, relating to urban or rural immovable property, including condominium, condo hotel, allotment, shopping center, distribution center and factory plant;

 

• Formation of areas for the purpose of real estate development, with the acquisition of lands, rectification of area and unification of immovable property, in addition to the preparation of the real estate development memorial, agreement and internal regulation of condominium building; Negotiations for vacancies of the real estate acquired, aiming at legal security for continuity of the enterprise;

 

• Incorporation of Special Partnership Company or special purpose companies, as well as Shareholders/Partners Agreement;

 

• Complete property auditing, including the documentation of the property and of its current and previous owners, making sure that the purchase of the property is made in full security;

 

• Preparation and negotiation of Instruments of Purchase and Sale Commitment, following the transaction until the drawing up of the corresponding final deed and annotation thereof on the property registration;

 

• Preparation of miscellaneous agreements, including but not limited to Build-to-Suit, Construction Agreement (undertaking), Real Estate Management Agreement, Partnership and Rural Lease Agreement, Surface Right, Lending, Residential Leasing, Purchase and Sale of Commercial Establishment, among others; and

• Advisory to foreign investors facing all the rules for land acquisition in Brazil.

Tax Law

• Advisory to National and International business groups, belonging to the most diverse sectors of the Economy, in the comprehension and fulfillment of the Company’s Tax obligations in Brazil;

• Preparation, Development and Implementation of Tax Planning and Review on Legal and Tax practices;

• Legal Due Diligence, Tax Consultations and Counselling on Corporate Restructuring, M&A and Investment Acquisitions;

• Follow-up on Inspection Procedures and Preparation of Administrative Consultations, Legal Opinions and Technical Memorandums;

• Establishment and Participation in Tax Committees;

• Seminars and Internal Trainings; and

• Judicial and Administrative Tax Litigation