Organization of companies, such as: Corporations, Limited Liability Companies, Unincorporated Joint Ventures and other corporate types and Civil Associations; drafting of opinions on corporate affairs or related to their partners or shareholders. Advisory on corporate governance of companies or any other affair involving management and operation thereof.
Drafting of Bylaws, Articles of Association/Incorporation, Shareholders’ or Quotaholders’ Agreements, Capital Subscription Agreements, Share Put or Call Options, Share or Asset Purchase and Sale Contracts and agreements related to organization, operation or dissolution of companies.
Representation of shareholders in General Meetings, drafting of Meeting Minutes and any other corporate documents.
Tax advisory and assistance concerning all Federal, State and Municipal taxes and contributions.
Drafting of descriptive reports and opinions on fiscal risk and contingency assessment, so as to grant greater security and compliance in decision-making processes.
Analysis of operations carried out within the national and international scope, including upon application of standards outlined in related international treaties.
Assessment of tax structures upon identification of tax opportunities and planning in different sectors, such as: Power, Oil & Gas, Pharmaceutical, Cosmetics, Agribusiness, Telecommunications, etc.
Analysis of fiscal benefits applicable to certain operations, such as immunities, amnesties, settlement in installments of fiscal debits, exemptions, decreased calculation bases and/or rates, payment deferrals.
Operation in tax litigations, aimed at defending the taxpayers’ interests and pleading for refunding of taxes within the federal, State and municipal scopes, either in the administrative or judicial spheres.
Drafting, reviewing and assisting with negotiations of civil and corporate contracts, such as: supply contracts, asset purchase and sale contracts, loan contracts with financial institutions, including structured operations, vendor contracts, agency or business agency contracts, rental contracts, order manufacturing contract, turnkey contracts, Engineering, Procurement and Construction Contracts - EPC, service provision contracts, real estate development contracts, intellectual property right licensing contracts, technology transfer and technical assistance contracts.
Planning and design of acquisition or sale of companies or creation of joint ventures. Due diligence of target companies.
Drafting of all documents related to corporate restructuring, such as: letters of intent, memoranda of understandings, minutes of general meetings, protocols of incorporation and spin-off, etc.
Legal counsel in negotiation of acquisitions, mergers and consolidations.
Coordination and assistance with legal audits; drafting legal opinions; defense in administrative proceedings and court claims, collective actions therein included; negotiation of conduct adjustment terms; interface with general public agencies and advisory on the legal aspects in connection with the environmental licensing procedures.
Advisory with issues involving regulatory agencies, at all levels of the Federal, State and Municipal Administration; negotiation and enforcement of contracts with the Public Authorities; compliance with conditions set in invitations to public tender and bidding processes and filing of appeals; defense in administrative proceedings and judicial claims.
Legal counsel in organization of companies aimed at implementation and structuring of projects in the Oil & Gas sectors, and in generation, joint generation, transmission, distribution and trading of Power.
Assistance in the regulatory and tax aspects; creation of joint ventures and consortiums; and provision of advices in projects to be developed and implemented.
Drafting and negotiation of specific agreements, such as, for example: PPA (Power Purchase and Sale); Joint Operation Agreement; Farm-in – Farm-out Agreement; EPC (Engineering, Procurement and Construction) Agreement; Operation and Maintenance Agreement – O&M; Leasing Agreement; Equipment Lease Agreement; Equipment Supply Agreement; Technical Service Agreement; etc.
The Firm works with national and international arbitrations, as well as with mediations, reconciliations and dispute boards in the civil and corporate spheres.
Assistance with drafting compliance clauses, developing strategies and operating lines. Defense of cases and enforcement of sentences (arbitral reports).
Representation of domestic and international clients in lawsuits brought in state and federal courts of first and second instance, and in the highest courts in all areas of the law, such as civil law, corporate law, contract law, infrastructure (construction, Oil & Gas, power plants, telecommunications, etc.), tax law, labor matters, consumer law, antitrust, banking and finance, capital markets, agreements with the public administration, information technology, insurance, non-profit/exempt entities, probate, project finance, real estate, corporate transactions (M&A), environmental law, among others.
Providing preventive legal advisory services, so as to best assist them and drafting and revising contracts, documents and real estate agreements, as well as obtaining the best conditions to meet their interests, be it in settlements of conflicts in connection with executing and entering into and between real estate businesses. The Firm also operates in purchase, sale and rental of real estate properties, therein included compliance to zone determination laws and constitution of encumbrances, such as mortgages and easements.
Provision of preventive and palliative counsel services advising the customers on amendments to the law and the case law, with drafting of opinions on how to best construe and the best conduct before the legal system applicable to the day-to- day issues and other ones of greater complexity.
Assistance in cases of: inspections, round tables, establishment of special compensation programs, labor import under know-how transfer regime or not, agreements for implementation of base of worked hours, collective negotiations, audits, due diligences, etc.
Assistance in case of administrative and judicial litigation, with assessment and control of liabilities.
Provision of preventive and palliative counsel services advising the customers on amendments to the law and the case law, with the drafting of opinions on how to best construe and the best conduct before the legal system applicable to the day-to- day issues and another one of greater complexity, such as, but not limited to, the discussions within the scope of the Superior Federal Court – STF, due to their general repercussion, and on the legal nature of certain installments and the requirement of them being included into the calculation basis of the social security contributions and provision of assistance in the administrative and judicial litigation, with assessment and control of liabilities.
Rua Araújo Porto Alegre, 70 Salas 1101/1109 - Rio de Janeiro - RJ - Brasil - CEP: 20030-015
55 21 3590-2780
© 2017 Vieira Coelho Advogados