SFCB Advogados

We are passionate
for lawyering
We are passionate   for lawyering

Agribusiness

 

With the demands and features of its operations, the Agribusinesses requires high-level professionals, with a multidisciplinary approach and deep knowledge of the activities that take place in the fields. Our lawyers are specialized in the many different fronts of this sector of the market.

  • Regularization of Rural Lands;
  • Agrarian Agreements, in particular rural partnership and rural lease;
  • Acquisition and lease of rural land by national and international investors;
  • Administrative practice with INCRA;
  • Logistics and Storage Agreements;
  • Structuring of agribusiness transactions: funding connected to CPRs and agriculture storage warranties;
  • Agribusiness specific Guarantees;
  • Importation and Exportation of Farming Equipment and consumer goods.
Agribusiness

Commercial Transactions

 

With the dynamism that this practice requires, we assist domestic and international clients in structuring their businesses and enhancement of their activities, with qualified professionals who are in line with the current progress of the corporate operations. We also assist our clients by offering Secondments and in-house support to organize workflows and procedures and preparation of templates agreements to serve the commercial practices of the clients.

 

Among our main expertise, we highlight the negotiation, preparation and revising of commercial contracts, such as:

  • Sales and Purchase Agreements (Assets and Goods);
  • Donation;
  • Commercial Representation;
  • Services Agreements;
  • Franchising and licensing;
  • Partnerships;
  • Lease Agreements;
  • Loan Agreements;
  • Guarantees;
  • Works contract and turn-key agreements;
  • Distribution and Agency;
  • Funding Agreements;
  • Warehousing;
  • Energy;
  • Logistics and Transportation.
Commercial Transactions

Tax Law

 

The Brazilian tax system has more than 50 different taxes and contributions that, coupled with very complex rules, raise difficulties in the management of businesses and resulting in losses due to the bureaucracy and tax penalties whenever the expected collection is not fully achieved. Tax counseling is an essential need not only during the course of businesses, but also on its initial planning and implementation.

 

Our partners have a large knowledge in direct and indirect taxes, with financial and business experience, to support their clients in the specific needs of each of their projects, such as in the practices highlighted below:

  • Tax planning in industry and commerce;
  • Assessment he tax treatment on exports, imports and distribution of goods;
  • E-commerce taxation;
  • Transferring Price;
  • Taxation in investments, national and transnational corporate transactions, tax assistance in stock Market investments, leans, payments and remittances of profits, dividends, and other financial transfers; tax residence;
  • Tax features of IT: structuring of start-ups and consultancy on the initial operations;
  • Tax Benefits and Tax incentives, industry or region-specific regimens; deferrals; special customs systems; tax immunities; and investment subsides are a must for the increase of competitiveness and profitability of the companies;
  • Counseling on individuals’ businesses comprises the legal advice in taxation of personal investments, tax and Central Bank returns and its official reviews;
  • Regularizations with Governmental bodies: administrative or judicial measures as to issuance, amendments and cancellation of enrollments and tax certificates required for corporate or professional activities, such as the Debt Clearance Certificates issued by the Federal Revenue Office, Attorney-General Office of the National Treasury and Social Security, enrollments with the Register of Legal Entities, Central Bank registrations and others;
  • Due diligences with the aim of identifying liabilities connected to tax planning performed in the past;
  • Litigations in the Federal Government, States and Municipal levels;
  • Revising of tax statements and defense within administrative bodies of individuals domiciled in Brazil.
Tax Law

Labor Law

Labor relationships and the best negotiation practices between employers and employees are central for the development of the company and for its economic efficiency. Our team is ready to promote the preventive negotiations with respect to compensation policies, benefits, bonus, hiring and dismissal of employees, and to deal with unions and other workforce associations.

 

Within litigation issues, our team is ready to handle any sort of lawsuit, including the preparation and filing of defenses, appeals, appearance in Court for oral arguments and Court hearings, and all required measures to ensure that clients’ best interests are reached.

 

We also file claims on behalf of former employees, pursuing their rights out-of-Court or in-Court, in order to ensure the fulfilment of their rights.

  • Labor Litigation in all Court levels (lower, appellate and Superior Court);
  • Oral Arguments with appellate Courts;
  • Oral Arguments with Superior Courts;
  • Administrative defenses in investigations of the Labor Ministry Office (currently under the Economic Ministry Office);
  • Negotiations with Unions with the aim of executing collective bargain agreements;
  • Contingency assessment and Due Diligences for Merger and Acquisitions transactions;
  • Structuring of HR Departments and drafting of hiring, dismissal and compensation policies.
Labor Law

Social Security Law

 

In a scenario of changes and reforms, legislation complexity and a high level of specificity of social security issues, the management of information that includes payroll taxation, executive compensation, benefits policies, and other aspects is essential to fulfill the obligations imposed by the tax authorities, as well as being a strategic point in supporting the growth and development of companies. Along with the labor and tax practices, we offer our clients litigation and advisory support in claims and projects involving taxation or any issue connected to social security matters in the businesses routines.

  • Social Security Consulting;
  • Due Diligence;
  • Social Security litigation (administrative and judicial);
  • Remuneration and benefits – Review, restructuring and implementing;
  • Payroll tax review (Employer Contribution, CPRB, RAT, FAP e Other Entities);
  • Ancillary obligations – eSocial e EFD-Reinf;
  • Outsourcing and INSS Withholding.
Social Security Law

Corporate Law, M&A and Private Equity

 

With professionals with extensive knowledge in corporate law and in the sophisticated M&A practice, we advise Brazilian and foreign companies and investment funds, including Search Funds, to achieve their goals with efficiency and accuracy.

 

We design simple structures and secure solutions through a close and personal service.

 

Corporate

  • Incorporation of companies, drafting of amendments to the articles of association and by-laws, drafting of instruments of transformation of corporate type, participation in shareholders’ meetings, general meetings and board of directors’ meetings and drafting of the correspondent minutes;
  • Supervision of the registration of corporate acts and enrollments with the competent bodies;
  • Registration of corporate books;
  • Registration of foreign investment and financial transactions with the Brazilian Central Bank;
  • Consultancy on the restructuring of management to adopt good corporate governance practices;
  • Consultancy on several corporate matters such as management liability and corporate conflicts.

M&A and Private Equity

  • Drafting and negotiation of documents relating to purchase and sale of equity interest transactions, including Confidentiality Agreements, Memoranda of Intent, Investment Agreements, Share/Quota Purchase and Sale Agreements, Shareholders/Partners’ Agreements, guarantee instruments, among others;
  • Conducting of legal due diligence to identify liabilities and contingencies;
  • Organization of physical and virtual data room;
  • Assistance to buyers and sellers in post-closing acts;
  • General advice on corporate reorganization transactions (consolidation, spin-off and merger);
  • Advice on structuring and implementation of joint ventures.
Corporate Law, M&A and Private Equity

Civil, Corporate and Complex Litigation

 

With agility and creativity, we assist the most diverse and complex Court claims connected to businesses in different market sectors.

 

Our practice, with strong technical and scientific grounds, takes in consideration the assumption for the quick solutions for the cases, the strategic planning prepared with the client, seeking the best efficiency in the solutions presented.

  • Civil Liabilities (Torts);
  • Corporates disputes;
  • Contractual Matters;
  • Real State;
  • Energy;
  • Port Matters;
  • Financial Matters;
  • Consumer;
  • Intellectual Property;
  • Digital and Internet;
  • Medical Matters.
Civil, Corporate and Complex Litigation

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.

Alternative Dispute Resolutions, Mediation and Arbitration

Judicial Restructuring and Bankruptcy

Attentive to the current Brazilian reality, in which the judicial restructuring became an instrument increasingly adopted by the companies with the aim of preventing their financial collapsing, SFCB Advogados has as multidisciplinary team able to attend the most different claims connected to companies’ Judicial Restructuring and Bankruptcy, in the representation of creditors, debtors and investors.

  • In-court practice to represent creditors of Judicial Restructuring or Bankruptcy who seek for recovery or enforcement of credits;
  • Assistance in the development of Judicial Restructuring plans, debts reorganization, negotiation with creditors, M&A Transactions, as well as other measures related to companies’ restructuring;
  • Litigation for the filing of in-court Judicial Restructuring request or Bankruptcy, participations in creditors meetings and committees;
  • Advising to investors who are seeking for investments and/or acquisition of assets, credits or titles connected to companies under financial difficulties or Judicial Restructuring.
Judicial Restructuring and Bankruptcy

Succession Planning, New Families’ Structures and Family Law

 

Attentive to the advent of new families’ models and structures, we have a high skilled team dedicated to attending the most diverse claims arising out of families’ relationship, in both preventive and conflations circumstances, aiming for a personal and kind assistance, attention and discretion inherent and essential to this sort of practice.

 

Family and Succession Planning

  • Organization and protecting of the personal heritage, family patrimony or company’s assets vis-a-vis secession, marriage or divorce;
  • Creation of family holdings, foundations, draft of wills, choice of marriage regime and companies’ succession plans;
  • Draft of marriage regime, companions agreements and change of the marriage regime.

Consultancy and new families’ structures

  • Adoption procedures – administrative and/or judicial;
  • Steady Union Agreements;
  • Prevention of family and inheritance disputes;
  • Judicial and extrajudicial amicable divorce;
  • Recognition and consensual dissolution of steady union;
  • Extrajudicial probate.

Litigation in Family Law

  • Alimony, revision and exemption from alimony;
  • Alimony Award enforcement;
  • Pregnancy Alimony;
  • Child custody and rights of visit;
  • In-court divorces and assets split;
  • Recognition and dissolution of steady union;
  • Protective measures – freeze assets, legal separation and search of underage;
  • Legal interdiction.
Succession Planning, New Families’ Structures and Family Law

Environmental Law & Sustainability

 

The Environmental and Sustainability practice involves issues of various natures, which requires a great deal of expertise to work in. Our professionals master and assist in the following areas:

  • Environmental Due Diligence;
  • Environmental Licensing;
  • Assistance in Environmental Administrative Procedures (Fine/violation notice);
  • Projects related to noble timber;
  • Climate Change Contracts and Projects;
  • Drafting of Solid Waste Management Plans;
  • Expertise in contaminated areas;
  • Sustainability Strategies for Companies;
  • Projects involving Genetic Heritage and Genetically Modified Organisms;
  • Fundraising for environmental projects;
  • Intellectual Property Projects of Genetic Heritage (Life Science) and Controlled Origin Products (D.O.C);
  • Mining Projects;
  • Training in the various areas of Environmental Law and Sustainability.
Environmental Law & Sustainability

Digital Law and Data Protection

 

In a scenario which technology is a constant growing up figure, encompassing all the areas of knowledge, SFCB Advogados is ready to offer legal assistance in both advising and litigation matters to companies with technology activities, such as e-commerce, new IT businesses – start ups, to fintechs, softwares, apps, digital media, including tax benefits assessment for this market.

 

Besides, SFCB Advogados developed a deep knowledge in the Brazilian Personal Data Protection Law (Federal Regulation No. 13,709/18, providing fully legal consultancy to companies of the most diverse sectors in order to have them in compliance to the new regulations concerning personal data treatment.

Digital Law and Data Protection

Aviation

 

Brazilian regulation has always provided for aviation law as a specific legal discipline. The 1934 Constitution had referred to air navigation and aviation law as an activity exclusive of Federal Government power to regulate.

Over the time, and with regards to the social and corporate interest, either public or private, of the diverse aspects faced by aviation law, it is founded that the principles that ground it has their origins in other law branches, such as constitutional law (international treaties), administrative law (concession or permission for aviation services, airports, control bodies and committees), civil and commercial law (civil liabilities, aircraft agreements, leasings, freight, mortgage, fiduciary guarantee, bankruptcy).

  • Advising and drafting of acquisitions agreements, leasing, freight, codeshare and financing;
  • Tax and customs matters in the importation of aircrafts, turbines and motors, spare parts, and in the operation of air companies;
  • Civil and commercial litigation and civil liabilities;
  • Administrative regulation on Aviation.
Aviation

Compliance

 

Ethics and transparency are personal and corporate values that are fortunately increasingly present in companies’ day-to-day experience. A well-prepared team with great knowledge of current legislation is suited to guide you in understanding and complying with good corporate governance.

  • Compliance provisions in contracts;
  • Preparation of Policies sand Codes of Conduct and Ethics;
  • Anti-corruption: FCPA and Brazilian anti-corruption legislation;
  • Investigation and due diligence;
  • Lectures and training.
Compliance

Real Estate Law

 

The Real Estate law provides for relations connected to possession, rental (commercial and residential), acquisitions and loss of property, usucapio, real estate incorporation, condominium, lessee right of first refusal, financing of real estate, among other transactions related to real estate. Our team is ready to assist our clients in this practice holding a large field experience, including, but not limited to, the following:

  • Sales and Purchase of Real Estate;
  • Lease Agreement;
  • Build-to-suit Operations;
  • Real State Investing;
  • Allotment;
  • Logistics and industrial Warehouse;
  • Malls;
  • Rural Land Regularization;
  • Due Diligence;
  • Litigation on Real Estate.
Real Estate Law
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