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areas of pratice

We meet at Simões Ribeiro to solve problems by combining high technical competence with a collaborative and comprehensive vision, in specialties of Business Law.

  • Banking and Regulatory
    • Processes for the establishment, registration and operation of financial institutions, payment institutions and fintechs;
    • Advice on structuring banking products;
    • Fintech investment rounds;
    • Defense in administrative proceedings before BACEN and CRSFN;
    • Advice on processes within the foreign exchange market, including registrations within the scope of direct investments, loans and portfolio investments;
    • Advice on the regulated use of resources such as open banking, crypto assets and other technologies; and
    • Advice to foreign investors on investments and structured operations in the financial and capital markets.
  • Compliance and Investigations
    • Conformity Assessment;
    • Creation and review of compliance and governance policies;
    • Due diligence in projects;
    • Internal investigations, in anti-corruption or unethical practices, advising management bodies and committees in the assessment of conduct, or even shareholders in corporate disputes;
    • Inquiries and Sanctioning Proceedings;
    • Assessment and Negotiation of Leniency Agreements before MPE, MPF, AGU and CGU;
    • Risk Analysis and Crisis Management; and
    • Participation in Independent Committees.
  • Civil Litigation and Arbitration
    • Strategic and preventive consultancy related to litigation;
    • Contentious action in the judicial and arbitration spheres in corporate, contractual, real estate, consumer, civil liability, financial, capital market and civil lawsuits in general;
    • Management of procedural portfolios;
    • Advice on civil and contractual due diligence;
    • Judicial and extrajudicial negotiations;
    • Preparation and analysis of arbitration clauses;
    • Enforcement of arbitration awards
  • Complex Contracts and Negotiations
    • Commercial contracts, including supply, distribution, commercial representation and provision of services;
    • Real estate contracts, including construction, built-to-suit and lease contracts;
    • Contracts turn-key;
    • Technology and software contracts;
    • Commercial Agreements;
    • Service Contracts;
    • Contracts in regulated environments or sectors; and
    • Multiple contracts or contracts involving foreign companies.
  • Financing
    • Corporate Finance in general (local and international loans/financing/debt issuances;
    • Structured Finance, involving various types of guarantee, including fiduciary assignment and fiduciary alienation;
    • Operations involving BNDES and multilateral financing agents;
    • Project Finance, including regulatory analysis, specific instruments such as infrastructure funds, guarantees and debentures;
    • Bank guarantees and counter-guarantees;
    • Financial instruments and derivatives; and
    • Securitization, including through the structuring of CRI, CRA, FII, FIDC and FIDC-NPs.
  • Investment Funds and Asset Management
    • Structuring, creation and registration of investment funds;
    • Analysis of regulation and personalized structuring of all types of investment funds;
    • Formatting complex investment fund structures, from their creation to the periodic monitoring of regulatory obligations;
    • Participation in shareholders’ meetings and advising managers and administrators on the fund’s day-to-day activities;
    • Regulatory, tax, compliance and governance issues for investment funds and their service providers, including administrators and managers;
    • Preparation of queries and responses to regulatory entities, including B3, CVM and ANBIMA; and
    • Preparation of defenses in administrative sanctioning processes of CVM and ANBIMA involving accusations of failures in fiduciary duties, internal controls, among other topics.
  • Crisis Management
    • Conformity Assessment;
    • Legal advice in cases of conflicts that may have a negative reputation, including corporate disputes and violations of socio-environmental and anti-corruption laws;
    • Representation of clients in regulatory investigation cases;
    • Developing strategies to deal with reputational crises, including managing communications and public relations, as well as preventive measures to minimize crisis risks; and
    • Structuring measures that correct the conduct practiced and restrict as much as possible the practical conduct from being repeated.
  • Real Estate
    • Advice on the sale and purchase of urban and rural properties, including exchange, usufruct, contracting, leasing, built-to-suit, turn-key and investment contracts;
    • Typical and atypical locations;
    • Due diligence of real estate assets;
    • Advice on the analysis of real estate guarantees, including structured operations.
  • Capital Markets
    • Regulatory advice to publicly-held companies (level A and B), including interactions with CVM and B3;
    • Public and private offerings of securities;
    • Public offerings for the acquisition of shares (OPAs);
    • Registration and deregistration of publicly-held companies;
    • Defenses in administrative proceedings before CVM and CRSFN;
    • Procedures arising from the self-regulation of B3 and ANBIMA;
    • Transactions involving multiple jurisdictions, in the context of global public offerings or in reorganizations; and
    • Analysis of regulatory, compliance and corporate governance issues.
  • M&A and Private Equity
    • Negotiation of letters of intent, NBOs, memorandum of understanding;
    • Legal due diligence (due diligence);
    • Organization of data room;
    • Negotiation of purchase and sale contracts for equity interests or assets;
    • Negotiation of call and put option contracts;
    • Negotiation of investment and joint venture contracts;
    • Analysis of tax and family law issues arising from M&A transactions
    • Preparation of convertible loans.
  • Debt Restructuring
    • Advice to creditors, investors and debtors on debt restructuring and out-of-court recoveries;
    • Advice to partners, directors and advisors of companies in economic and financial crisis;
    • Debt restructuring, bilaterally and/or in syndicated operations;
    • Representation of creditors or debtors in committees and/or meetings;
    • Contract negotiations standstill; and
    • Legal audit and corporate reorganization of companies in financial difficulties.
  • Corporate
    • Performance in Ordinary and Extraordinary Assemblies and Board Meetings;
    • Preparation, negotiation and review of Statutes/Articles of Association, Shareholder Agreements, Memoranda of Understanding;
    • Development of Internal Policies;
    • Implementation of Corporate Restructuring;
    • Acting in the Defense of shareholders’ rights;
    • Structuring of Variable Compensation Plans (Ghost Stock Options);
    • Advice on foreign investment in Brazil; and
    • Corporate reorganizations resulting from and M&A transactions, including spin offs and drop downs.
  • Labor
    • Preventive consultancy for human resources departments;
    • Review of collective bargaining agreements and support in union negotiations;
    • Strategic and preventive advice on litigation, labor, judicial and administrative matters;
    • Guidance on investigations and audits to assess the conduct of these professionals in the workplace;
    • Structuring variable compensation and benefits packages, including stock option plans;
    • Legal assistance for hiring expatriates;
    • Monitoring and guidance in the hiring or dismissal of executives and employees in managerial and strategic positions;
    • Assistance in labor due diligence
  • Tax
    • Consultancy on the interpretation and application of federal, state and municipal tax regulations related to direct and indirect taxes and social security contributions;
    • Tax modeling of corporate transactions, M&A, corporate restructuring and debt issuance;
    • Legal audits, identifying and quantifying tax contingencies;
    • International tax consultancy and structuring for companies and investment funds in local and transnational operations, involving taxation of profits abroad, CFC rules and transfer pricing;
    • Advice on obtaining sectoral incentives for industries and wholesale or retail traders;
    • Representation of clients in administrative and judicial proceedings at federal, state and municipal levels;
    • Strategic management of tax litigation;
    • Diagnosis and reassessment of tax disputes; and
    • Tax Transaction and alternative dispute resolutions.
  • Wealth Planning and Family Offices
    • Financial and succession planning structures and asset protection;
    • Shareholders' agreement and other corporate governance issues in family businesses;
    • Organization of corporate structures to organize family assets;
    • Creation of exclusive investment funds; and
    • Consultancy in the establishment of trusts and other vehicles abroad.

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