Areas of pratice

We are gathered at Simões Ribeiro, combining high technical knowledge with a collective and comprehensive vision to solve problems in various areas of Business Law.

Banking Law and Regulation

Constitution, registration and operation processes of financial institutions, payment institutions and fintechs; fintechs;
Advice on the structuring of 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;
Advising 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 on projects;
Internal Investigations, in anti-corruption or unethical practices, advising management bodies and committees in the evaluation of conduct, or even shareholders in corporate disputes;
Inquiries and Sanctioning Processes;
Evaluation and Negotiation of Leniency Agreements before governmental bodies such as MPE, MPF, AGU and CGU;
Risk Analysis and Crisis Management; and
Participation in Independent Committees.

Civil Litigation and Arbitration

Strategic and preventive consulting related to litigation;
Litigation in the judicial and arbitral spheres in corporate, contractual, real estate, consumer, civil liability, financial, capital markets and civil claims in general;
Case portfolio managment;
Advising on civil and contractual due diligence;
Judicial and extrajudicial negotiations;
Drafting and analysis of arbitration clauses;
Enforcement of arbitration awards.

Complex Contracts and Negotiations

Commercial contracts, including those for supply, distribution, commercial representation and provision of services;
Real estate contracts, including built-to-suit and lease contracts;
Contracts contracts;
Technology and software contracts
Commercial agreements;
Service Contracts
Contracts in regulated environment or sectors; and
Multiple contracts or contracts involving foreign companies.

Financing

Corporate Finance in general (loans/financing/issuing of local and international debt);
Structured Finance, involving various types of collaterals, including fiduciary assignment and fiduciary alienation;
Operations involving BNDES and multilateral financing agents;
Project Finance, including regulatory analysis, specific instruments such as infrastructure funds, collaterals and debentures;
Bank collaterals;
Financial instruments and derivatives
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;
Regulation analysis 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 shareholder meetings, and advice to managers and administrators on the day -to-day activities of the fund;
Regulatory, tax, compliance and governance issues for investment funds and their service providers, including administrators and managers;
Preparation of consultations, responses to regulatory bodies, including B3, CVM and ANBIMA;
Elaboration of defenses in sanctioning administrative proceedings of the CVM and ANBIMA involving accusations of failures in fiduciary duties, internal controls, among other topics.

Crisis Management

Conformity Assessment;
Legal assistance in cases of conflicts that may have a negative repercussion, including corporate disputes and violations of socio-environmental and anti-corruption laws;
Representation of clients in cases of regulatory investigations;
Development of strategies to deal with reputation crises, including communications and public relations management, as well as preventive measures to minimize crisis risks; and
Structuring of measures that remedy the practiced conduct and restrict as much as possible the repetition of the conduct.

Real estate

Advising on the sale and purchase of urban and rural real estate, including swap agreements, use, piece work, leasing, built-to-suit, turn-key and investments;
Typical and atypical rentals;
Due diligence of real estate assets;
Advising on the analysis of real estate securities, including structured operations.

Capital Markets

Regulatory assistance to publicly-held companies (level A and B), including interactions with the CVM and B3;
Public and private offerings of securities;
Public Offers for Acquisition of Shares (OPAs);
Registration and deregistration of publicly-held companies;
Defense in administrative proceedings to CVM, and CRSFN
Procedures resulting from the self-regulation of B3 and ANBIMA;
Transactions involving multiple jurisdictions, in the context of global public offerings or in reorganizations;
Analysis of regulatory, compliance and corporate governance issues.

M&A and Private Equity

Negotiation of letters of intent, NBOs, memorandum of understanding
Legal diligence (due diligence);
Data room organization;
Negotiation of equity interests or assets purchase and sale
Trading call and put option contracts
Negotiation of investment and joint venture contracts
Analysis of tax and family law issues arising from M&A transactions
Elaboration of convertible notes

Debt Restructuring

Advice to creditors, investors and debtors in debt restructuring and extrajudicial recoveries;
Advice to shareholders, directors and officers of of companies in economic and financial crisis;
Restructuring of debts, bilaterally and/or in syndicated transactions;
Representation of creditors or debtors in committees and/or creditors meetings;
Negotiations of standstill contracts; and
Legal audit and corporate reorganization of companies in financial difficulties.

Corporate

Ordinary, Extraordinary Quotaholders/Shareholders and Board Meetings;
Elaboration, negotiation and revision of Statutes/Articles of Incorporation, Quotaholder/Shareholder Agreements, Memorandums of Understanding
Development of Internal Policies
Implementation of Corporate Restructuring
Shareholder rights
Structuring Variable Compensation Plans (Ghost Stock Options)Ghost Stock Options);
Advising on foreign investment in Brazil
Resulting corporate reorganizations and M&A transactions, including spin offs and drop downs.

Labor

Preventive consulting for human resources departments
Review of labor agreements
Review of collective bargaining agreements and support in labor union negotiations, including participation in labor union meetings
Assistance for individuals or legal entities on judicial and administrative labor litigation
Guidance regarding executives and employees in investigations and audits to assess the conduct of these professionals in the workplace
Structuring of variable compensation and benefit packages, including stock option plans
Monitoring and guidance in the hiring or termination/dismissal of executives and employees in managerial and strategic positions.
gerenciais e estratégicos;
Assistance in labor due diligence

Tax Law

Consultancy regarding the interpretation and application of federal, state and municipal tax rules related to direct and indi rect taxes and social security contributions
Tax modeling of corporate transactions, M&A, corporate restructuring and debt issuance
Legal audits, identification and quantification of tax contingencies;
International tax consultancy and structuring for companies and investment funds in local and cross -border operations, involving taxation of profits abroad, CFC rules and transfer pricing; transfer pricing;
Assistance in obtaining sectoral incentives for industries and wholesalers or retailers;
Representation of clients in administrative and judicial proceedings at the federal, state and municipal levels;
Strategic management of tax litigation;
Diagnosis and reassessment of tax litigation;
Tax Transaction and alternative dispute resolution.

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 for the organization of family assets;
Constitution of exclusive investment funds; and
Advice on setting up trusts and other vehicles abroad.