Agrobusiness

• Legal advice in acquisitions, disposals, donations, or surface right and exchange of rural real properties, including advising in acquisitions of rural properties by foreigners;
• Advising on the structuring and development of rural real estate undertakings, including wind farms and photovoltaic power plants;
• Legal advice in rural real estate regularization of land ownership, and administrative area rectifications and/or georeferencing before public bodies, as well as restatements of real estate records, unifications, splits, and regularizations of real properties before Real Estate Registries.
• Negotiation and/or renegotiation of rural credit agreements, including credit ballot cards and credit memo regarding the agrobusiness, as well as agricultural partnership agreements, rural real estate leasing agreements, rural property right of use assignment agreements, financing, and securitizations regarding rural properties;
• Legal advice in issues related to credit titles regarding agrobusiness, such as Rural Product Note – CPR, Agricultural Deposit Certificates – CDA, Agricultural Warrants – WA, Agribusiness Credit Bills – LCA and Certificate of Agribusiness Credit Rights – CDCA, among others;
• Negotiation of agro-industrial agreements present throughout the entire agribusiness chain, involving agricultural inputs purchase and sale, raw materials and commodities, including complex issues regarding logistics, transportation, insurance, storage, import and exportation;
• Advising on record regulatory issues, production, packaging, marketing, commercial advertising, use, import, exportation and inspection of agrochemicals and agricultural inputs.

Civil Litigation and Alternative Conflict Resolution

• Representation of our clients’ interests in legal disputes and arbitrations of all types, including contractual and extra-contractual civil liability, collection of credits, reorganization of companies, corporate issues, intellectual property, trademarks and patents, and unfair competition;
• Legal measures of embargoes and disembargoes of civil works and rural and/or urban properties;
• Legal proceedings of adverse possession claim, reintegration and immissions in possession and claims, among other real estate processes in force in our legal system;
• Consulting services for conflict prevention and resolution;
• Advising on legal disputes and arbitrations involving all questions related to digital law currently in vogue in our client’s routine, including all legal aspects of information security, digital compliance, digital proofs preservation, intellectual property rights, personal data protection and privacy, civil liability and cybercrimes.

Contracts

• Guidance on the adoption of proper contract models and structures, taking into account contracts as essential elements for our client’s organization of business economic activities and for the efficient allocation of risks inherent to such activities;
• Drafting of several types of contracts involving the provision of assets, services, and rights, such as business franchises, consortium, sales representation, distribution, agency, provision of services, media relations and communications, turnkey, use licensing of trademarks, patents, and software, private property lease, lending, and free lease, among others;
• Advising on strategic negotiation of digital law contracts, including electronic and technologies contracts, blockchain and cryptocurrency, digital compliance, design thinking and visual law, legal tech, software, and technologies contracts, among others.

Corporate and Corporate Social Responsibility

• Organization and guidance on incorporation and winding-up of companies, mergers, spin-offs, incorporations, transformations, M&As, private equity projects, venture capital, joint ventures, and foreign investment projects;
• Legal counseling on several routine activities of companies, such as corporate reorganizations, regularizations, and restructuring, shareholders’ meetings and partners’ meetings, meetings of executive officers, board of directors, audit committee, and advisory board, including the suitability of the clients’ business activity to the best corporate structure, updated considering market requirements;
• Drafting and review of corporate documents, including minutes, memorandum of intention, quotaholders’ and shareholders’ agreement, non-disclosure agreements, articles of association, bylaws and relevant amendments for several types of companies, associations, partnerships, cooperatives, institutes, joint ventures, as well as corporate bookkeeping;
• Legal advice regarding preparation of business succession and corporate succession;
• Advising and consulting regarding financial planning, studies of alternatives and implementation of mechanisms on financial restructuring throughout areas of business activity;

• Legal counseling for companies aiming at the development of good practices of corporate governance, taking into account each organization’s values, as well as the impact of the business activity on the work environment and the community;
• Clarification of issues related to sustainability, environmental education, and conscious consumption;
• Creation and inspection of corporate governance and compliance rules.

Entrepreneurs and Venture Capital

• Assistance to entrepreneurs and companies that plan to receive investments in the most diverse existing business models (angel investment, seed capital, early stage and growth), including all the necessary legal and strategic support for the structuring and implementation of such round’s investment and strategic exits, in different series and structures applicable and relevant on a case-by-case basis;
• Support in the draft and negotiation of MoUs; Term Sheets, convertible loan agreements into equity, convertible debentures into equity, investment agreements, share subscription options and agreements, shareholders’ agreements (shareholders, quotaholders), as well as other applicable corporate reorganizations, including formation of partnerships, joint ventures, special partnerships (sociedade em conta de participação) and other governance, control and incentive mechanisms for new and upcoming investments;
• Advice on other matters important to such entrepreneurs and companies to be invested in by third-party investors, including asset protection and general advice on information technology, data protection and cyber risk management, corporate and governance issues, compliance, tax, labor and human resources, regulatory aspects, intellectual property and commercial contracts in general.

Family and Inheritance

• Separations, divorces, child support, estate planning, probate proceedings, attachments, interdictions, and other procedures related to family law and succession issues.

Intellectual Property

• Advising on registration and protection of trademarks, patents, industrial designs, software, domain names, copyrights, and images and voice rights;
• Analysis, negotiation, and drafting of agreements involving transfer of technology, intellectual property assets, provision of technical and scientific support services; preventive and litigation counseling regarding intellectual property assets, including repression to unfair competition.

Labor and Human Resources

• Advising on the preparation and implementation of labor routines;
• Drafting of employment contracts and service agreements, including third-party employees, statutory officers and legal entities;
• Advising on contracting and transferring of employees, statutory officers, and foreign employees;
• Preparation of benefit programs, internal rules, variable compensation plans, stock option plans, non-competition agreements, and confidentiality agreements;
• Analysis of occupational safety and medicine programs;
• Operation in collective bargaining agreements (rotating shifts, voluntary layoff, among others);
• Labor consulting services with drafting of memorandum and legal opinions;
• Labor audits, with assessment of the procedures adopted, indication of measures to eliminate or reduce potential contingencies and drafting of documents required for the rectification intended;
• Administrative and judicial litigation;
• Monitoring of inspections by the Ministry of Labor and Employment and Labor Prosecution Service;
• Analysis and negotiation of Conduct Adjustment Agreements (TAC);
• Representation of companies and unions in collective bargaining agreements;
• Operation in strikes;
• Preparation of lectures and presentations for internal guidance of clients.

Legal Due Diligence

• Due diligences to investigate and assess materialized contingencies in mergers, spin-offs, incorporations, acquisitions, and private equity projects, venture capital and foreign investments, joint ventures, and general capital market transactions, including securities public offerings and filling of reference forms for publicly-held companies;
• Risk and chance of loss assessment of accounting audits in the transactions mentioned above.

Real Estate

• Legal advice regarding urban properties real estate contracts, including purchase, sale, lease, lending, donation, exchange, civil construction, institution of surface rights, work contracts, administration and management, easement, enjoyment;
• Advising on real estate undertakings structuring and developing, including but not limited to logistics hall, shopping malls and distribution center;
• Advising and structuring real estate investment funds;
• real estate incorporations of residential and commercial undertakings, shopping malls, or a mix thereof;
• Residential, non-residential, and built-to-suit lease agreements and other real estate agreements, regulating the use of urban properties, such as lending contracts, agreements for assignment of use rights, among others;
• Real estate due diligence: analysis of property documents, in order to evaluate its acquisition feasibility;
• Legal structuring, contractual and investments regarding multiple use real estate undertakings, such as shopping malls, offices, hotels, theme parks, virtual offices, industrial condominiums, residential and mixed lot divisions;
• Advising on the acquisition of residential and commercial real properties within the scope of the Housing Financial System (SFH) and the Real Estate Financial System (SFI).
• Advising on execution of public deeds before notary offices throughout Brazil, as well as coordination and follow-up of registration procedures and annotations before real estate registry offices throughout Brazil;
• Real estate guarantees structuring to direct investments and financing operations, as well as debt restructuring operations;
• Foreign or national property investments structuring, including the use of special purpose companies, silent partnerships, real estate investment funds and private equity transactions;
• Real estate and urbanistic law consulting services.

Regulatory Routine and Compliance

• Advising for investors interested in participating in bidding procedures for the commercial exploitation of utilities;
• Monitoring of the commercial exploitation of public service and assistance before regulatory agencies and authorities;
• Consulting and advisory services on the legislative and regulatory aspects required by regulatory agencies and authorities;
• Negotiation and legal counseling on demands before regulatory agencies and authorities;
• Preparation and negotiation of agreements related to activities subject to regulation;
• Monitoring and legal support in all regulatory, contractual, corporate, tax, financial, and environmental aspects of projects.

Social Security

• We act specifically in the area of ‘costing’ of Social Security, contribution to third parties (S system), and Government Severance Indemnity Fund for Employees (FGTS);
• Advisory area, drafting of memorandum and legal opinions, social-security audits (routines and processes), assistance in the issuance of FGTS clearance and compliance certificates;
• Preparation of Inquiries to public administration bodies related to the application of social-security contributions;
• Administrative and judicial litigation, monitoring of the inspections by the Brazilian National Social Security Institute – INSS;
• Guidance for clients in the management and decrease in contingencies involving the Accident Prevention Factor (FAP), the Epidemiological Technical Nexus (NTEP), and the Allowance of the Workers’ Compensation Insurance (SAT);
• Preparation of lectures and presentations for internal guidance of clients.

Tax

• Advice for individuals and legal entities, whether national or foreign, in the interpretation and application of federal, state, and local tax rules;
• Tax planning and structuring of corporate transactions such as purchase and sale of companies, corporate reorganizations, and implementation of new undertakings, including with respect to obtaining of tax benefits and special regimes, since the pre-operation stage up to the completion of operations;
• Defense of clients’ interests in administrative and legal litigations at the federal, state, and local levels;
• Monitoring of tax inspections, including drafting of documents and contact with representatives of the State Treasury Department;
• Tax consulting services for import and export operations.

Wealth and Succession Planning

• Legal advice on clients’ wealth and succession planning and creation of Family Offices, including the creation of holding companies, formulation of wills and instruments of donations and the consequence assessment of tax aspects within the applicable steps;
• Analysis of income, donation and heritage taxation impacts;
• Study and presentation of corporate restructuring for wealth and succession plannings;
• Drafting of shareholders’ agreement, side letters and family’s memorandums of understanding;
• Assessment of possible corporate, tax and succession risks of wealth and succession plannings in relation to our clients’ business activities.