We are able to provide services to companies that range from counseling in the acquisition and/or organization in Brazil to assistance with several day-to-day legal matters so as to bring positive results to our clients, through follow-ups and preventive action.
In addition, we are usually retained by clients that are being confronted by complex legal issues that require focus, expertise and flexibility of experienced and versatile lawyers for identification of solutions.
Below is a summary of and an overview of our practice:
• Follow up on foreign companies in the process of establishing themselves in Brazil, as of the set up of the local subsidiary up to providing guidance on several day-to-day affairs of the company.
• Review and adjustment to Brazilian laws and regulations contracts used by companies to establish their subsidiaries in Brazil.
• Performance as legal advisor for creditor (international financial institution) in Brazil, in drafting and review contracts for funding in the international market, further to several securities and guarantees required in transactions of this type (mortgage, fiduciary sale as guarantee, pledge, guarantee.)
• Legal advice to a foreign company, which entered into a joint venture with a Brazilian group and formed a Brazilian joint venture company. The bankruptcy of the Brazilian company was decreed and has huge labor and tax liabilities. The legal advice comprised all the phases involving the negotiation and preparation of a settlement agreement signed with the bankrupt estate during several years. The main purpose of such settlement agreement was to reduce the risks arising out of the bankruptcy, allowing the foreign company to return to the Brazilian market.
• Drafting of standard service, distribution, agency and resale agreements adjusting parent company’s standard drafts to local laws and regulations and the Foreign Corrupt Practices Act (FCPA).
• Private equity fund, including review of the purchase and sale agreement within the scope of a pharmaceutical company’s spinoff worldwide. Drafting of the agreement in connection with the operations acquired in Brazil. Follow up of the transition process due to the required operations permit and registration of products with the Brazilian Health Agency (ANVISA). Set up of subsidiary taking over the operations.
• Legal advice for international hotel chain in the acquisition of hotel business in Brazil and organization of a joint venture with local partner; drafting of report on the due diligence in the hotel. After acquisition, we became the permanent legal advisors for the client, attending partners’ meetings and providing legal support referent to the hotel’s daily issues.
• Review and negotiation of contracts for the purchase and sale of companies operating in several industries (pharmaceuticals, civil construction, automotive, heavy equipment, services, etc.)
• Legal advisors for foreign company in arbitration at the International Chamber of Commerce (ICC), involving several aspects of hydroelectric power supply.
• Legal advisors in arbitration between Brazilian Seller of electrical power.
• Review of all draft documents of treasury department of European lender to Brazilian companies in the commodities trade business.
• Drafting of annual legal opinion, as the Brazilian counsels for the international capital markets organizations on various derivative contracts.
• Drafting of report to international financial institution required to produce evidence to insurance company of compliance with all obligations in relation to registries’ filings of several guarantees and assurances in Brazil, in order to receive insurance payment. O The client reported that the insurance company, after reviewing the report, made the related payment.