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Corporate Law and Mergers & Acquisitions

We advise Brazilian and foreign clients active in all major sectors of the economy on their operations in Brazil. Our activities include:
  • Incorporation and structuring of legal entities;
  • Corporate reorganization;
  • Merger and Acquisition, including preparation of all related documents such as Non-Disclosure Agreements, Letters of Intent, Memoranda of Understanding, Guarantee Agreements, Share Purchase Agreements, etc.;
  • Legal Due Diligence review;
  • Drafting of articles of associations, by-laws, amendments to articles of associations and bylaws, minutes of meetings;
  • Negotiation and drafting of shareholders’ agreements;
  • Structuring of joint ventures;
  • Preparation of legal opinions and memoranda of law regarding corporate and commercial law issues;
  • Corporate governance matters and corporate reorganizations of listed and publicly-held companies.

Capital Markets

We assist our Brazilian and foreign clients in their business transactions and handle complex deals including in:
  • Initial public offerings and listings of companies;
  • Issuance of securities (public and private, including issuance of bonds) in Brazil and abroad;
  • Brokers and other authorized capital market agents;
  • Investment funds (all types);
  • Corporate governance and Compliance;
  • Administrative proceedings before the Brazilian Securities and Exchange Commission (CVM).

Commercial Contracts and Agreements

Our firm has large expertise in the negotiation, preparation and review of the most varied types of Contracts and Agreements, such as:
  • Sales Agents and Distribution Agreements;
  • Sale and Purchase Agreements;
  • Service Agreements;
  • Turnkey Agreements;
  • Construction and Engineering Agreements;
  • Banking Agreements;
  • International contracts and agreements in general.

Project Finance

Furriela Advogados has large experience advising our clients (lenders, equity investors, executors, purchasers, suppliers) in domestic and international Project Finance deals related to many sectors of our economy (Energy, Infrastructure, Oil and Gas, Transport, etc). Our work includes:
  • Preparation and review of all types of financial agreements entered by lenders and investors;
  • Preparation and review of all Guarantee Agreements that will support the transaction;
  • Advising in the area of Insurance Law regarding insurance agreements and other related issues connected to the project;
  • Preparation of the legal structure model to be implemented in the transaction, including for debt and equity transactions;
  • Formation of Specific Purpose Companies to carry out the projects and Shareholders Agreements;
  • Preparation and review of all commercial agreements that will enable the project to have the expected cash-flow.

Real Estate Law

Our specialized lawyers are highly capacitated and ready to advise our clients in various types of complex Real Estate transactions, including:
  • Advising domestic or international real estate owners, construction companies and investment funds in the structuring of their deals and transactions;
  • Structuring of transactions of real estate acquisition, sale, rent, donation and lease, construction, financing, incorporation, condominiums, built-to-suit, etc;
  • Structuring of private placement of stock/bonds related to real estate projects such as Certificate of Real Estate Credit (“CRI”), Certificate of Agro-Credit (“CRA”), and others.

Private Equity

Our firm represents Private Equity firms in all aspects of their business, from the fund's formation to its liquidation including:
  • Formation and structuring of Private Equity Funds – PE;
  • Preparation of all agreements required by law to be entered by the PE, Charters and Statutes, Minutes of General Meetings;
  • Advising, during the execution of acquisitions, in the areas of Corporate Law, Tax Law and M&A;
  • Litigation support in case of legal, arbitration or administrative (Securities and Exchange Commission, Central Bank) disputes;
  • Advising in the area of Tax Law during the fund’s formation and its activity.

Environmental Law

Most corporate, financial and real estate transactions involve environmental questions. We advise our clients on all aspects of Brazilian environmental law, including:
  • Environmental licenses and permits;
  • Environmental impact studies;
  • Environmental due diligence;
  • Preparation of Legal Opinion and Memorandum of Understanding related to Environmental Law matters;
  • Advice on biodiversity and biotechnology projects;
  • Representation in administrative and judicial proceedings involving areas of environmental law;
  • Negotiation of terms of commitments and behavioral adjustments;

Third Sector Law

We assist organizations of the third sector, such as environmental, scientific, social- and human rights organizations in the incorporation and operation of their activities in Brazil, including:
  • Structuring and registration of associations and foundations;
  • Advice and support in obtaining certifications and qualifications (OSCIP, OS etc.);
  • Drafting and registration of minutes of the entities bodies;
  • Advice on tax matters, including the possibility of obtainment tax exemptions.

Litigation and Arbitration

We represent clients before state and federal courts in all forms of litigation at all levels of the judiciary and the administrative system, including complete assistance in case of domestic or international Arbitration:
  • Representation in proceedings involving civil law, environmental, commercial law, corporate law, competition law, banking, consumer law, public and administrative law, intellectual property and regulatory matters;
  • Class actions related to consumer law and environmental law;
  • Full representation in Arbitration and mediation proceedings, both national and international.

Labor Law

We advise our clients on all matters related to Brazilian Labor and Employment Law and represent them in labor litigations, our activities in this area further include:
  • General legal advice on the hiring and dismissal of employees, remuneration and benefits;
  • Drafting and review of employment contracts for companies and executives hired in Brazil or abroad;
  • Assistance with collective bargaining agreements;
  • Legal opinions on matters of Labor Law;
  • Specialized labor litigation;
  • Advice on company employment policies;
  • Assistance in out-of-court proceedings, from the assessments until an eventual administrative suit.

Tax Law

Our Tax Team advises companies of many different sectors and individuals in every aspect related to tax law, including domestic and international transactions. Our activities include:
  • Tax consultancy in Merger and Acquisition transactions, including asset and equity deals;
  • Negotiation of special tax regimes and tax incentives;
  • Tax consultancy related to the structuring of investment funds, including private equity funds;
  • Structuring of transactions of foreign clients investing in Brazil or Brazilian clients investing abroad, including analysis of international treaties;
  • Assistance in projects developed by companies active in the most relevant sectors of our economy, such as infra-structure, mining, sanitation, oil & gas, energy, telecommunication, transport and tourism;
  • Representation of clients tax assessments, administrative and judicial litigation, in every level, including superior courts, in diverse matters related to tax law to companies and individuals.
  • Estate and succession tax planning.

Administrative Law

We assist our clients in all dealings with the public administration. Our services include:
  • Advising of clients during the process of contracting with the Public Administration, since the bidding process until the formalization of an agreement, including contract management;
  • Preparation of any pleading or petition as part of any proceeding, judicial or not, involving the public administration.

Sports Law

We assist you with any concern related to Sports Law. Our services in this area include:
  • Legal advice with regard to the hiring of athletes;
  • Drafting of contracts for professional athletes;
  • Assistance with fund-raising projects under special legislation;
  • Assistance and litigation in doping cases.

1701 Pennsylvania Avenue NW
Suite 200, 20006
Washington - DC, USA

Phone: +1 (202) 580-6641

Av. das Nações Unidas, 10.989
10º andar - 04578-000
São Paulo/SP - Brasil

Phone: +55 (11) 3040-4900

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