LEGAL ADVICE – NATIONAL / INTERNATIONAL CORPORATE AND COMMERCIAL LAW
Legal advice in: planning and structuring of businesses and professional market activities in general;
Constitution, Incorporation, amendment and dissolution of companies;
Corporate restructuring, conversion of organizational type of companies, splits, incorporations, mergers, joint-ventures, consortia, foundations;
Trust, partnership agreements in Brazil and internationally;
Articles of incorporation and shareholders or partners agreements;
Legal representation in meetings of Shareholders, or of Companies´ Board of Directors or Auditors;
Mediation in conflicts among shareholders or partners;
Planning and performance of Due Diligences;
Registration of foreign investment before the Brazilian Central Bank and respective monitoring;
Registration of Brazilian investments abroad and respective monitoring;
Registration, amendment and cancelation of the Company registrations before federal, state and local Authorities;
Legal Corporate Audit with tax focus.
STRUCTURING DOMESTIC AND INTERNATIONAL TRANSACTIONS
Follow-up of mergers and acquisitions within the country and internationally;
Follow-up of corporate restructuring programs;
Analysis of investments of non-resident foreigners in Brazil;
Analysis of direct investments of Brazilian residents in foreign countries;
Business between residents and non-residents (licenses of use, rights of royalties, commissions on services rendered);
Assistance and guidance for capital contributions, loans, conversion of liabilities into capital stock and other forms of foreign investments within Brazil;
Registration of foreign capital before the Brazilian Central Bank.
TAX LEGISLATION AND TAX PLANNING – NATIONAL AND INTERNATIONAL
Review of procedures adopted by the company in the tax sphere;
Tax consulting and advice to individuals and legal entities;
National and International Tax Planning
Assistance in calculating indirect taxes (VATs and other similar taxes);
Assistance regarding corporate income taxes;
Assistance regarding international taxes, and import / export tariffs and taxes;
Assistance regarding social security charges and labor burden;
Advice and planning regarding personal income tax, including taxes on capital gains, real estate gains, variable income and derivative transactions;
Preparation and/or review of the Personal Income Tax Return;
Issuance of opinions and certificates;
Tax credit refunds;
Administrative and Judicial Tax Defense/Appeals;
Legal Corporate Tax Audit.
Evaluation of assets, trademarks and goodwill, preparation of Technical Opinions, Appraisals and Certificates pursuant to corporate and tax laws;
Due Diligence performed with focus on actual liabilities and non-booked liabilities.
Realização de “due diligence” com foco especial em passivos reais e latentes.
Review of procedures adopted by the Company (survey of the operations and verification of the correction of calculations);
Suggestions for optimizing procedures and internal controls;
Follow-up of the implementation of control measures;
Assistance in verifications by the Brazilian Authorities;
Submission and follow-up of procedures and administrative consultation before the respective Authorities.
COMMERCIAL AND CORPORATE LAW
Preparation of contracts regarding sale and purchase transactions, supply of goods and rendering of services, protocols and letters-of-intent, agreements, commercial representation, agency, distribution and manufacturing, supply, storage and transportation of goods and services, and consumer rights;
Preparation, amendment and termination of contracts and other private instruments, involving leases, lending, representation, franchise, loans, and respective opinion on specific agreements and instruments;
Contracts focused on franchising, leasing, factoring;
Consumer Law applied to Contracts;
Competition/Antitrust Law: CADE Rules (CADE: Administrative Council for Economic Defense) and its intervention in contractual relations.
LABOR, SOCIAL SECURITY AND IMMIGRATION REGULATIONS
Consulting and advice to individuals and legal entities;
Analysis and preparation of Labor contracts for specialized and non- specialized employees, as well as for executive officers (CEO’s, CFO’s & COO’s);
Assistance on migration of human resources;
Situation of foreign managers and employees in Brazil;
Obtaining temporary and permanent work permits/visas for foreigners;
Obtaining permanent visas for executive officers
Mobility of professionals for working abroad
Labor Legal Audit.
PRIVATE INTERNATIONAL LAW
Legal advice on foreign investments and operations of inflow and outflow of capital;
Legal assistance in structuring and defining projects;
National and International Contracts, including "Civil Law" and "Common Law";
Design, implementation and assistance in negotiating national and international contracts;
Legal assistance in investments, capital reinvestments and results;
Legal assistance in loans and other financial liabilities;
Specific procedures before the Brazilian Central Bank;
Mercosur: specialized in providing legal consultancy to local and foreign investors.
Agreements and contracts for registration and licensing of intellectual and industrial property rights;
Technical and scientific assistance contracts;
Registrations of deeds and contracts before the Brazilian Intellectual and Industrial Property Agency - INPI;
Registrations of deeds and contracts before other Authorities, such as Notaries, Consulates, Embassies, Foreign Affairs Ministry, Board of Trade.
ACCOUNTING AND FINANCIAL ADVICE
Analysis of real estate, organizational and financial aspects, use of working capital and financial capacity for the company;
Translation of financial statements to foreign currency, according to Consolidation Criteria of each Group, as well as preparation of the documents required for the Consolidation according to the guidelines of the European Community, HGB, IASB, IFRS, USGAAP/FASB;
Projection of future balance sheets and financial forecast based on sales, costs, cash flow and profit budgets;
Calculation of the current value;
Assistance in finding accounting solutions.
LITIGATION & FORENSICS
Service of Experts and Technical Assistance in Legal Disputes.