Specialties

Wealth Planning:

  • Estate Planning for Segregation of Family Business and Corporate: Distribution of assets and inheritance rights between generations and accommodation of interests of family groups;
  • Asset Valuation and dimensioning of sharecropping and succession lines (Survey with Technical Opinion);
  • Analysis of the succeed parties conditions, sharecroppers and successors (tax survey, civil, criminal, social security and properties);
  • Strategic Plan (monitoring plans created by other experts or preparation of specific plans):
  • Preparation and Review of Wills:
  • Drafting Contracts involving succession of assets and companies (assignment of rights and obligations, assignment of quotas or shares, purchase and sale agreements, usufruct and marriage grants, property rental, lending, etc.);
  • Registration of documents in civil registration and business registration [reviewed and possible adjustments included]
  • Preparation of letters of wishes from the succeed to the successors and third party [letter of wishes], with special attention to harmonization with the legislation;
  • Preparation of Board of Directors (Administration, Tax and Advisory, Successor Businesses, Dispute Resolution Rules through intervention of the Council for Arbitration and the Judiciary);
  • Preparation of Quota holders Agreements, Shareholders and Purchase/Sales Option between successors;
  • Preparation of Bonus Share Agreements, preferred shares and Golden Share of the succeeded parties:
  • Anticipation of legitimate through the correct legal entities:
  • Creation of Foundations;
  • Creation and Development of Holdings Corporations;
  • Capital allocation to successor companies;
  • Donation and transfer of quotas and/or equity shares;
  • Creation of Societies in international environments, with a legal structure in Brazil;
  • Legal representation of international companies;
  • Monitoring of records, payable tax withdrawals with review) and tax planning.

Tax Planning and Consultancy

  • Assessment of scenarios, quantification and verification of tax load incurring in: real estate transactions, day trade in the financial/capital market, availability in foreign currency, donations, grants and conference of assets to capital, income, trading, manufacturing, services, inventories and inheritance (in Brazil and in any jurisdiction, international transactions);
  • Compilation of strategies and studies for tax load reduction incident in commercial operations, family, business, industry and services;
  • Preparation, adjustment, review and conference of Tax Returns, especially PIT and CIT (national);
  • Preparation, adjustment, review and Brazilian Capital Statements conference abroad [DCBE];
  • Preparation, adjustment, review and conference in cases of financial repatriation (DURE. RERCT or grinding of IRI);
  • Support and advice to review and international tax incidence conference (companies and individuals);
  • Review and recovery of tax credits arising from overpayment or extemporaneously from Entities in Brazil (Federal Taxes and Social Security, State and Social Security);
  • Survey and due diligence of tax liabilities (updated diagnosis, administrative + court in all spheres and client operations sites, with or without legal risk review);
  • Tax Planning for Succession (by inheritance, for corporate planning, mergers & acquisitions procedures);
  • Tax Advices in acquisitions, equity equivalence, fiscal operations of any kind, and assistance to audit circularization;
  • Legal Opinion on tax matters in general, for purposes of audit opinions, clarification notes to balance sheets, and on calculations of liabilities, risk analysis and probability results (compilation of more likely scenarios of classical consulting or percentage system with comments), and passive confirmation (inspection for trading purposes between partners, shareholders and related parties);
  • Assistance in Tax Strategic Planning with an emphasis on compiling hypothetical and prospective scenarios.

Consultancy in Business and Corporate Law:

  • Full service consulting and litigation (commercial, civil and tax law);
  • Advising in Economic Criminal Law (crimes against the economy and tax policy), advisory role (assessment and advice) and litigation;
  • Management of litigation liabilities (commercial law, civil law and tax executions);
  • Advising and preparation of typical and atypical contracts, and administrative implementation or judicial defaulting clauses;
  • Advising and preparation of instruments of incorporation and corporate changes;
  • Advising and preparation of board minutes of meeting (general, extraordinary, inviting, and corporate affairs in general);
  • Advising on mergers and acquisitions, commercial and business partnerships, formation of joint ventures;
  • Negotiation, mediation and preparation of stock option contracts of shares/quotas, real estate and property;
  • Preparation, review and opinions on Corporate Agreements in general (shareholder, of quota holders, and related parties);
  • Preparation, review and advice on Tag Along. Drag Along. Shot Gun, Golden-Parachute clauses. Preemptive Rights and Right of First Offer;
  • Preparation, review and opinions on Non-Disclosure Agreements (agreements and clauses of secrecy and confidentiality). Non Biding Offers (bids and offers without bonding), Letter of lntent (MOU - memorandum of understanding - Share Purchase Agreement and Investment Agreements, Partnerships, Commission, Adjustment and Price Fixing, Escrow Account (physical and accounting);
  • Expertise in corporate litigation (dismissal and indemnity against directors, partners, controllers, annulments or indemnity for corporate decisions, economic groups and other complex causes).

Negotiations

  • Intermediation for purchase and/or sale of complex assets;
  • Intermediation of conflicts;
  • Development of impasse or dispute solutions;
  • Preparation and monitoring of mediation and arbitration proceedings;
  • Strategic planning for high voltage negotiations;
  • Collection and asset recovery strategies;
  • Liability Management;
  • Support for crisis management;
  • Creation and implementation of crisis management offices;
  • Contract negotiation;
  • Support and advising to decision making.