, The lawyers are highly experienced and act as leading counsel for clients in structuring and completing corporate and commercial transactions in diverse business areas, including: + CORPORATE + ENERGY, ENGINEERING, OIL & GAS, MINING AND WATER + GOVERNMENT CONTRACTS + TELECOM AND INFORMATION TECHNOLOGY + INTELLECTUAL PROPERTY, FRANCHISING, PUBLISHING AND LICENSING + MANUFACTURING, DISTRIBUTION, REPRESENTATION AND AGENCY + REAL ESTATE + FINANCIAL TRANSACTIONS + TAX / TAX PLANNING + SOCIAL SECURITY AND PENSION FUND + ARBITRATION AND LITIGATION + INTERNATIONAL ACTIVITIES + CORPORATE - Structuring of corporate deals, drafting and negotiation of memoranda of association, articles of incorporation, bylaws, shareholders’ agreements and other corporate documents for public and closely held corporations and limited liability companies - Drafting and negotiation of joint-ventures, consortium agreements and strategic alliances for diverse sectors of the economy - Planning, structuring and corporate reorganization; mergers and acquisitions, divestures, spin-offs, dissolution and winding up of companies and partnerships - Planning and structuring of employee-shareholding and employee-ownership and -control models - Legal due diligence - Structuring and drafting of stock option plans - Foreign investment – legal advice, structuring and registry of foreign investment; remittance and repatriation of capital ---{ Back to Top }--- + ENERGY, ENGINEERING, OIL & GAS, MINING AND WATER - Legal advice, drafting and negotiation of engineering, procurement, equipment supply, and construction agreements (under EPC/turnkey, EPCM, BOT and project alliance regimes) for state-owned and private clients and drafting and negotiation of subcontracts for their implementation - Legal advice, drafting and negotiation of agreements for the construction and expansion of large energy plants (e.g., hydro, thermal, ethanol) and refineries. - Legal advice, drafting and negotiation of financing agreements for infrastructure projects, involving public (BNDES, international and regional financing agencies) and private funding, including Project Finance - Legal and business advice in the areas of corporate, contract, tax and labor laws for drafting and presentation of proposals by domestic and foreign consortia for large infrastructure private and state-sponsored projects - Analysis and negotiation of power purchase agreements (PPAs), including options, in Brazil’s free and regulated markets by energy producers and consumers - Legal advice, drafting and negotiation of agreements for reuse water and wastewater treatment projects - Analysis of invitations to bid and drafting of contractual documents for the participation in energy auctions - Drafting and negotiation of purchase agreements and options to purchase iron-ore by large enterprises and several Brazilian mining companies - Legal advice for the implementation of joint-ventures between Brazilian and foreign companies in the Brazilian mining industry - Legal advice to companies and corporate consortia in risk analysis and definition of the legal structure for biding and implementing large Petrobras’ projects including review of invitations to bid, contract negotiation, drafting of subcontracts, support for contract managers, viability analysis and structuring and drafting of claims - Legal and strategic advice in the field of energy regulation ---{ Back to Top }--- + GOVERNMENT CONTRACTS - Bid and proposal preparation, administrative procedure (including bid protests to contract awards and defense of contract awards to clients), contract negotiation, contract administration, contract claims and disputes in the areas of oil & gas, energy, telecommunications, engineering, information technology, transportation and infrastructure - Drafting and negotiation of agreements with service and equipment suppliers for prime contractors - Structuring, drafting and negotiation of joint-venture agreements and strategic alliancesbr> ---{ Back to Top }--- + TELECOM AND INFORMATION TECHNOLOGY - Legal advice, drafting and negotiation of contracts for infrastructure, equipment supply and telecom systems (Internet backbones, NGN switching equipment, deployment of base stations for mobile telephony networks, satellite communication etc.) and outsourcing of operation and maintenance of networks in Brazil - Legal and strategic advice in telecom regulation for the offering of new services by telecom operators - Administrative litigation before ANATEL (PADOs) in connection with the compliance of legally defined telecom quality standards, satisfaction of universalizing standards, user rights and other legal and regulatory requirements - Drafting contracts and structuring of financing plans for the deployment of communitarian telecom plants - Legal advice to e-business projects and enterprise and procurement portals for large Brazilian companies - Drafting and negotiation of documents for start-up companies in the areas of Internet and e-learning, including preliminary agreements, due diligence, tax and corporate governance planning, share purchase agreements, merger documents, ancillary documents, approvals of the competition protection authorities. - Structuring and drafting of software license, distribution, agency and representation agreements between Brazilian companies and multinational software vendors and equipment manufacturers - Drafting and negotiation of outsourcing and other IT related services (consulting, systems integration, support and maintenance, software factory) - Legal advice to Brazilian subsidiaries of multinational IT companies, including analysis, drafting and negotiation of contracts, incorporation of companies, joint ventures, consortia and compliance with foreign investors’ obligations, development of strategies to mitigate risks in contracts with customers and government entities ---{ Back to Top }--- + INTELLECTUAL PROPERTY, FRANCHISING, PUBLISHING AND LICENSING - Ongoing legal advice in a wide range of corporate and contractual areas for medium size publishing companies (e.g., copyright protection, license agreements, trademark protection, syndication contracts, joint-venture agreements) - Legal advice, negotiation and drafting of trademark license agreements, and legal advice on trademark protection - Legal advice, negotiation and drafting of technology transfer agreements - Legal advice and drafting of licensing and advertising agreements of comic characters; negotiation of licensing agreements for public exhibition of motion pictures in Brazilian TV channels - Structuring and drafting of agreements for franchises in the areas of food services, home care and beauty products ---{ Back to Top }--- + MANUFACTURING, DISTRIBUTION, REPRESENTATION AND AGENCY - Legal structuring, drafting and negotiation of agreements regarding the manufacturing and distribution of goods, including long-term supply contracts - Legal advice to equipment production outsourcing projects involving intellectual property, real estate and tax - Legal structuring, drafting and negotiation of agreements for agency and resale programs in Brazil - Legal Advice to logistics, import and export projects ---{ Back to Top }--- + REAL ESTATE - Structuring, drafting and negotiation of agreements for real estate acquisition and sale, financing, mortgage and leasing - Structuring, drafting and negotiation of agreements for real estate developments; drafting and negotiation of contracts regarding the acquisition and lease of facilities; landlord-tenant and rent control practice; litigation on real estate matters - Legal advice and negotiation of agreements related to the lease, operation and sale of shopping mall areas - Ongoing legal advice in a wide range of corporate, contractual and tax areas for medium size construction companies ---{ Back to Top }--- + FINANCIAL TRANSACTIONS - Legal advice, drafting and negotiation of documentation regarding financing transactions (e.g., swap agreements, investment fund articles of association and bylaws, portfolio management, external credit agreements, import financing, structured loans, leasing and guaranty bonds) - Legal advice, structuring and registry of foreign loans - Legal advice, structuring and application for authorization of transfer of control and corporate restructuring of leasing and foreign exchange brokers - Legal advice, structuring and contract drafting for project and corporate finance transactions ---{ Back to Top }--- + TAX / TAX PLANNING - Legal advice to corporations in relation to federal, state and municipal taxes - Legal advice regarding taxation and tax procedures applicable to consortia - Legal advice and negotiation of claims referring to price revision as a result of amendments in applicable tax law - Cost / benefit analysis of exportation versus in country production - Legal advice to foreigners, residents and non residents, regarding taxation in Brazil ---{ Back to Top }--- + SOCIAL SECURITY AND PENSION FUND - Legal advice to private pension fund sponsors, trustees, administrators, and investment managers regarding designing and management of pension plans - Representation of the interests of plan sponsors and trustees in matters before the Secretaria da Receita Federal (Federal Tax Authority) and Secretaria da Previdência Complementar (Social Welfare Ministry) ---{ Back to Top }--- + ARBITRATION AND LITIGATION - Judicial litigation in the areas of civil, commercial and tax law - Administrative litigation in the areas of administrative law and regulations of several industries - Arbitration involving infrastructure and corporate disputes ---{ Back to Top }--- + INTERNATIONAL ACTIVITIES Legal advice to Brazilian clients in structuring and doing business abroad, including: - Evaluation and definition of strategy for the acquisition of companies in Latin America - Legal advice for Brazilian companies performing activities either directly or with local partners in Latin America and Africa - Implementation of financial and tax planning and the incorporation of offshore holding companies - Legal advice to offshore branches and subsidiaries of Brazilian companies in corporate and tax matters In the above opportunities, the partners have worked in coordination with local counsel. ---{ Back to Top }---