SFCB Advogados

Agribusiness

Agribusinesses requires high-level professionals possessing a multidisciplinary approach and deep knowledge of client activities. Our attorneys specialize in many different segments of the market.

• Acquisition and/or lease of rural lands by domestic and international investors
• Administrative practice before the applicable regulatory authority, INCRA
• Agrarian agreements (especially rural partnerships and rural leasing)
• Agribusiness-specific guarantees
• Import/export of farm equipment and consumer goods
• Logistics and storage agreements
• Rural land compliance
• Structuring of agribusiness transactions: funding in connection with CPRs and agriculture storage warranties

Compliance and Anti-corruption

We have a highly skilled team that supports clients in all of their corporate governance and compliance activities touching upon day-to-day operations.

• Brazilian anti-corruption legislation
• Compliance provisions in contracts
• Internal investigations and anti-corruption due diligence
• Lectures and employee training programs
• Preparation of policies and codes of conduct and ethics
• Support to foreign counsel for Brazilian aspects of FCPA and U.K. Bribery Act issues

Litigation and Arbitration

We actively assist clients in the pre-litigation phase of disputes.

Where formal legal proceedings are initiated, we represent clients with agility and creativity in all major industries and economic sectors in connection with the most diverse and complex court proceedings at all court levels (trial, intermediate appellate and high court).

We maintain a very active alternative dispute resolution practice and are present in all of Brazil’s major arbitration and alternative dispute resolution forums.

• Corporates disputes
• Consumer
• Contractual Matters
• Digital and Internet
• Energy
• Financial disputes
• Insurance defense (including malpractice claims)
• Intellectual property
• Infrastructure disputes (roads, ports and other public works projects)
• Real estate
• Tort claims

Commercial Transactions

We assist domestic and international clients to structure their businesses and expand their operations, having a team of highly qualified professionals who are at the forefront of current and pending legal and business trends. We further assist clients by offering secondments and in-house support to organize workflows and procedures, and to prepare template agreements.

We prepare, negotiate and revise commercial contracts of all types:

• Commercial representation
• Donations
• Distribution and agency
• Energy
• Franchising and licensing
• Funding agreements
• Guarantees
• Lease agreements
• Loan agreements
• Logistics and transportation
• Partnerships
• Services agreements
• Stock and asset purchases and dispositions
• Warehousing
• Subcontractor contracts and turn-key agreements

Aviation

Aviation in Brazil is governed by a variety of legal sources, including constitutional law and international treaties, administrative law (concessions and licenses for aviation services, airports, and controlling bodies), and civil and commercial law (civil liabilities, aircraft agreements, aircraft leasing, freight contracts, mortgages, fiduciary guarantees, and bankruptcy).

We have an active aviation practice serving aircraft leasing companies, airlines and business aviation in connection with both transactional and regulatory matters.

• Administrative regulations
• Acquisition leasing, freight, codeshare and financing agreements
• Civil and commercial litigation
• Customs and tax matters applicable to the importation of aircraft, turbines, motors and spare parts, and to the operation of airlines

Environmental Law and Sustainability

Our Environmental and Sustainability practice assist clients in all matters having an environmental and/or sustainability dimension:

• Assistance in environmental administrative proceedings (fines/notices of violations)
• Climate change projects
• Contamination and remediation
• Employee training programs for environmental compliance and sustainability
• Environmental due diligence
• Environmental licensing
• Fundraising for environmental projects
• Intellectual property issues applicable to projects involving Genetic Heritage (Brazil’s ABS legislation applicable to bio products) and controlled origin products (D.O.C)
• Laws applicable to special species of timber
• Mining projects
• Projects involving Genetic Heritage and genetically modified organisms
• Solid waste management plans
• Sustainability strategies

Digital Law and Data Protection

We represent clients in a wide range of digital matters on both the consulting and litigation sides of our wide-ranging tech practice. Our expertise extends to e-commerce, I.T. start-ups, fintech, software, apps, and innumerable other forms of digital media, including the tax aspects of such activities.

Our firm possesses deep knowledge of Brazil’s Personal Data Protection Law of 2018 (Law No. 13,709/18), providing a full range of advice to companies of diverse sectors to assist them with their compliance requirements.

Labor and Employment

Maintaining good labor relations and conducting effective negotiations with employees and their representatives are crucial to successfully doing business in Brazil. Our Labor and Employment team negotiates compensation policies, benefits, non-salary compensation and bonuses, and the hiring and dismissal of employees, interfacing directly with unions and other workforce associations as needed.

We work with clients to resolve employment disputes in lieu of litigation, and where litigation occurs, our practice regularly handles all manner of proceedings at both the trial (first-instance) and appellate levels.

• Defense in administrative investigations initiated by Brazil’s Labor Ministry
• Labor due diligence for mergers and acquisitions
• Litigation at all court levels (trial, appellate and Superior Court), including oral argument stage at appellate and Superior courts
• Negotiation of collective bargaining agreements with unions
• Structuring of HR departments and the preparation of hiring, dismissal and compensation policies.

Real Estate

We have an extensive real estate practice that assists clients in connection with the full range of transactional and regulatory matters that businesses operating in this critical industry engage in or encounter.

• Build-to-suit transactions
• Leasing
• Litigation
• Logistics and industrial warehouses
• Real estate investing
• Real property due diligence
• Rural land compliance
• Sale and purchase of real estate
• Shopping malls
• Subdivisions

Employee Benefits/Executive Compensation

In the employee benefits realm, the management of information pertaining to payroll taxation, executive compensation, benefits policies, and related matters must comply with numerous obligations imposed by the tax authorities. In conjunction with our Labor and Employment and Tax practices, we offer our clients preventive advice and represent them in litigation involving taxation and any other issue impacting employee benefits.

We also represent select upper-level executives in connection with hiring, termination and executive compensation matters.

• Ancillary benefit obligations – eSocial and EFD-Reinf
• Benefits consulting
• Benefits due diligence
• Benefits litigation in administrative and judicial courts
• Payroll tax review (employer contributions, CPRB, RAT, FAP and other entities)
• Review, structuring and implementation of remuneration and benefits
• Outsourcing and INSS withholding

Corporate, M&A and Private Equity

Our Corporate, M&A and Private Equity team has extensive knowledge of Brazil’s corporate and capital markets laws and maintain a sophisticated M&A practice. We represent domestic and foreign companies and investment funds (including search funds) in strategic and financial transactions in most major industries.

We also maintain a broad-based corporate advisory practice for both publicly and privately-held businesses.

Corporate

• Enrollments with agencies having jurisdiction over corporate activities
• Management restructuring and corporate governance practices
• Miscellaneous corporate matters such as management liability and corporate conflicts
• Organization of corporate entities, including preparation of constitutional documents (articles of association, by-laws, changes to corporate form), preparation and participation in shareholder/stakeholder meetings, general meetings and directors’ meetings, and preparation of corresponding minutes
• Registration of corporate acts and corporate books
• Registration of foreign investments and financial transactions with the Central Bank of Brazil

M&A / Private Equity

• Documentation and negotiation of stock and asset purchases/dispositions and all ancillary agreements, including NDA’s, term sheets/MOA’s/LOI’s, stock and asset purchase agreements, transition services agreements, shareholder (corporate-control) agreements, and guarantee instruments, among others
• Legal due diligence
• Organization and oversight of data rooms (virtual and/or physical)
• Assistance in post-closing acts (true-ups, enforcement of restrictive covenants, etc.)
• General advice on corporate reorganizations (consolidations, spin-offs);
• Advice on structuring and implementing joint ventures.

Tax

The Brazilian tax system features innumerable taxes and levies that, coupled with complex implementing regulations, present serious challenges to the effective planning and management of business activities. Where underpayments occur, losses due to bureaucratic expenses and penalties can be crippling or even fatal to the healthiest of companies.

As in the most developed countries, obtaining quality tax advice is essential to doing business in Brazil during initial planning and implementation of new business activities, as well as on an ongoing basis with regard to established business lines and practices. Our tax partners have market-leading knowledge in the fields of direct and indirect taxation, and in-depth financial and business experience that prepares them to advise clients in connection with:

• Central Bank tax filings
• Determination and establishment of tax residence
• Domestic and cross-border mergers and acquisitions
• E-commerce taxation
• Exports, imports and the distribution of goods
• Information technology
• Intangibles (including equity and debt securities)
• Investments in goods, services and real estate
• Legal issues arising from periodic tax filings
• Liens, payments and remittances of profits, dividends, and other financial transfers
• Revision of periodic tax filings and defense of individuals and entities domiciled in Brazil in audits before administrative bodies
• Structuring for start-ups and advice to early-stage companies
• Tax benefits and tax incentive programs, industry or region-specific regimens, deferrals, special customs systems, tax immunities and investment subsidies
• Tax compliance and registrations before governmental bodies: administrative and judicial measures as to issuance, amendments and cancellation of enrollments and tax certificates required for corporate or professional activities, such as debt clearance certificates issued by the Federal Revenue Office, Attorney-General Office of the National Treasury, enrollments with the Registry of Legal Entities, Central Bank registrations and others
• Tax due diligence
• Tax litigation at the federal, state and municipal levels and in administrative and judicial tribunals
• Transfer pricing

Estate Planning (Successions) and Family Law

Dedicated to serving modern society’s various family structures, we have a highly skilled team that delivers thoughtful, kind and discreet assistance of the highest quality.

Estate Planning

• Advice on choice of marital property regimes and estate plans
• Creation of family holding companies, foundations, and other juridical structures for the preservation of family wealth
• Organization and protection of personal and family wealth in the context of inheritance, marriage or divorce
• Preparation of marriage regime, change of marriage regime, and companion agreement documentation
• Preparation of wills and related wealth-transfer instruments

Family Structures

• Adoption procedures (administrative and/or judicial)
• Extrajudicial probate
• Judicial and extrajudicial amicable divorce
• Recognition and consensual dissolution of stable union
• Stable union agreements

Family Law Litigation

• Appointment of guardians
• Child custody and visitation
• Enforcement of alimony (spousal maintenance and support) awards
• Grants, revisions and exemptions from alimony
• Judicial divorces and asset divisions
• Protective measures, including asset freezes, legal separations and protection of minor children
• Recognition and dissolution of stable unions

Restructuring and Bankruptcy

We have a multidisciplinary team that represents creditors, debtors and investors in a full range of restructuring and bankruptcy matters.

• Actions to compel or prohibit participation in creditor meetings and committees
• Development of judicial restructuring plans, debt reorganization, negotiation with creditors, M&A transactions, and other measures related to company restructuring
• Representation of creditors in judicial restructuring and bankruptcy proceedings
• Representation of investors in distressed assets, including investments in / acquisition of assets, credits or titles of companies experiencing financial difficulty or undergoing judicial restructuring
• Restructuring and bankruptcy litigation, including petitions for in-court judicial restructuring or bankruptcy

Alternative Dispute Resolutions, Mediation and Arbitration

With an effective practice in the most different alternative dispute resolutions scenario, SFCB Advogados has a qualified team to represent its clients in a quick and strategic manner, involving a deep examination and comprehension of the specific operation of each client and also an effective assistance in Arbitrations and Mediations with many different arbitration chambers, also adopting in-court remedies, by filing Court claims to ensure clients prior or concurring rights.

SFCB Advogados is also in charge of assisting its clients in all the phases prior to the dispute, performing with consistency as of the negotiation and preparation of commercial drafts, mainly with respect to the proper wording and review of arbitration clauses, to the enforcement of the arbitration award, including the decisions rendered by international chambers.