The firm offers legal advice on the organization of companies and the establishment of consortia, joint ventures, partnerships and associations for the development of various activities in Brazil; on the drafting of corporate documents and negotiation of investment agreements, association agreements and shareholders’ and quotaholders’ agreements; on the regular day-to-day corporate activities and all other corporate matters involving limited liability companies and publicly and privately held corporations; on securities repurchase transactions; on the structuring of foreign investments, including registration of investments in Brazil, remittance of dividends overseas and repatriation of capital; on disposal of assets and assumption of liabilities transactions; on transactions involving restructuring and investments in companies in debt; on the rules and regulations applicable to limited liability companies and publicly and privately held corporations, including CVM and the Central Bank of Brazil (BACEN) regulations; and on the resolution of corporate disputes.
BRGC has a prominent practice in transactions involving merger or spin off of companies or assets; disposal or acquisition of companies or assets; transfer of corporate control and minority stakes; private equity, leveraged buyout, management buyout; among others. The firm also advises its clients on the development of legal due diligence processes and on the setting up of data rooms in connection with such transactions.
The acknowledged experience of the BRGC team affords our clients deep legal knowledge and innovational solutions within the scope of the restructuring of their operations in Brazil. The work developed in this market segment is fully integrated and coordinated with the work developed by our tax department, with the purpose of optimizing resources and allowing the sound establishment of the corporate structures suggested.
BRGC renders advice on the negotiation, drafting and management of financing agreements and loans in general, as well as on franchising, license, association, management, agency, distribution, consulting, technical assistance, technology transfer, industrial property and services agreements and other similar contracts.
BRGC renders advice on the negotiation and drafting of real estate contracts, such as lease, purchase and sale of urban and rural properties, guarantees, hotel management and operation, condominium management, and leasing agreements, as well as corporate agreements in connection with real estate transactions; on the legal structuring of real estate transactions (real estate investment funds, secret partnerships for the management of condominiums, land subdivisions, real estate developments); on administrative and judicial proceedings involving real estate transactions; as well as on acquisitions of real estate, including real estate due diligence, negotiation of premises for the purchase and sale transaction, monitoring of real estate and technical appraisals, follow-up of merger, and spin off processes with respect to real estate acquisition transactions, and tax planning for acquisition of real estate.
We provide advice to individuals and families with regards to structuring and reorganization of assets in Brazil and abroad. We analyze the whole family situation, in order to verify the most efficient structures available from different points of view (notably under tax, corporate and inheritance standpoints), and coordinate the entire implementation process (both in Brazil and abroad).
Our team of lawyers understand that each family has its own peculiarities, always taking into consideration all the details involved, providing a highly personalized service. Thus, our team always work closely with the client, understanding their demands, needs and concerns, in order to create the most efficient structures with respect to assets held in Brazil and abroad.
Due to the fact that the leader of the area has had academic and professional experience abroad (two and a half years working specifically with structures aimed at Brazilian clients), our team is able to provide the highest quality service, being fully updated on the most varied structures and alternatives applicable to the wealth management of Brazilian families, even if part of the family lives/resides abroad.
BRGC offers advice on public and private offerings, both in the domestic and in the international capital markets, for the issue of securities (equity or debt such as shares, debentures, ADRs, BDRs, commercial papers, bonds, notes), going public and going private processes and tender offers. The assistance offered by the firm also encompasses the structuring and establishment of investment funds, including hedge funds and structured funds, such as participation investment funds (FIPs), receivables investment funds (FIDCs) and real estate investment funds (FIIs).
The firm advises executives, managers, consultants and investors on the drafting of investment funds regulations and obtainment of registrations with the Brazilian Securities Exchange Commission (CVM); on public offerings for distribution and private placements of quotas of investment funds in the Brazilian capital market; and on administrative and consultation proceedings before CVM, BM&FBOVESPA and CETIP.
BRGC represents clients in domestic and international financial transactions, advising creditors and debtors on credit transactions in general, debt assumption and restructuring transactions, as well as structured and securitization projects. The firm also advises Brazilian and foreign investors on foreign exchange transactions and on investments in the financial and capital markets, including derivatives transactions, swap, options and futures agreements, as well as other transactions carried out in stock exchanges, commodities and futures exchanges and in the over-the-counter market.
BRGC renders legal advice to domestic and foreign clients who wish to implement any business in Brazil or to broaden or optimize their services in compliance with the Brazilian tax laws.
The firm has a specialized team, experienced in tax consulting and tax planning services in connection with the application of the tax laws. BRGC offers full assistance with respect to direct and indirect taxes, social security contributions and customs laws. We are able to provide to our clients a comprehensive perspective in the restructuring of transactions, including the utilization of regional and sectoral tax benefits, corporate reorganizations, international taxation, special customs regimes, and transfer pricing rules.
The BRGC tax department also analyzes the tax aspects of various corporate transactions (mergers, spin offs, etc.) and corporate divestitures.
The firm is also well equipped to offer legal assistance in all aspects related to tax disputes requiring representation in all judicial and administrative instances at the federal, state and municipal levels.
BRGC also renders legal advice on the tax area to individuals, both in consulting-related matters and in administrative or judicial litigation.
BRGC has a specialized litigation department which handles matters of several different natures, such as but not limited to civil and business law, consumer law, sports law, infrastructure (telecommunications, electric energy and transportation), bankruptcy and reorganization of companies, real estate, and intellectual and industrial property.
The firm has experience in both domestic and international arbitration, before the most renowned local and foreign institutions, as well as in the representation of clients in lawsuits in connection with arbitration proceedings.
BRGC also offers to its clients preventive legal advice, assisting them on the drafting and review of contracts, as well as to provide the best conditions for their interests in negotiations of conflicts involving the performance or execution of legal instruments.
BRGC assists domestic and foreign clients in their eligibility to participate in the bid rounds promoted by the National Agency of Petroleum, Natural Gas and Biofuels (ANP), both for exploratory and marginal blocks, as well as in the execution of the respective concession contracts with ANP.
The firm has broad experience in assisting clients who are interested in the establishment of consortia and companies, whether for exploitation and production of oil and gas or for the rendering of services to the Oil Industry; as well as in mergers and acquisitions, financing of projects and companies, and analysis and discussion of joint operating agreements (JOAs), assignment instruments, agreements for total or partial purchase and sale of concession rights (farm-out and farm-in), and participation agreements.
BRGC assists clients in the drafting, analysis and discussion of services agreements, both in upstream and in downstream activities; in tax consultation, including tax planning for the importation of machinery and equipment to be used in the Oil Industry, under the REPETRO benefits system; in their representation before ANP and other agencies of the Brazilian government; as well as in regulatory and administrative matters and litigation and arbitration in connection with the Oil Industry.
BRGC represents clients in all infrastructure sectors and in all stages necessary for the feasibility of projects of such nature, including project development, implementation and financing.
The firm advises its clients on the planning and implementation of corporate and tax structures, on mergers and acquisitions transactions, as well as on the drafting and negotiation of joint venture, consortium and public-private partnership agreements; on the monitoring and review of invitations to bid and concession contracts; on the filing of rebuttals and administrative appeals; and on requests for revision of prices and reestablishment of the economic and financial balance of contracts. We also render consulting services in connection with the legal frameworks of such regulated sectors.
BRGC assists clients in matters involving direct administration entities, government agencies and regulatory agencies (particularly ANVISA, ANP, DNPM, ANTT, ANAC, ANTAQ, ANATEL, ANEEL, AGENERSA, etc.), state-owned companies, mixed capital companies, public foundations, and other entities of the Executive branch and of the external control bodies, such as, for example, the Brazilian Court of Audit (TCU).
The firm represents its clients in all stages of bid procedures, either in the analysis of invitations to bid, concession contracts, permissions and authorizations; in enquiries with respect to the contract and rebuttals; and in the drafting of bids and follow-up of their judgment; or in the defense of their interests within the scope of administrative or judicial proceedings.
BRGC assists clients in all stages of project development, implementation and financing, in mergers and acquisitions transactions, as well as in the drafting and negotiation of joint venture, consortium and public-private partnership agreements pertaining to the electric energy sector. The firm also represents its clients in public bids, in obtaining the appropriate licenses, in the drafting of consultations and opinions in connection with the electricity sector, as well as in regulatory and administrative matters and litigation and arbitration with respect to the energy sector in Brazil.
BRGC is experienced in the drafting and negotiation of contracts, including EPC, equipment supply, power purchase and sale, fuel and gas supply and Operation & Maintenance (O&M) agreements, agreements for connection and use of power transmission and distribution systems, and other agreements related to the electricity sector.
BRGC has large experience in advising domestic and foreign clients on the registration, transfer and acquisition of mineral rights in Brazil, as well as on mergers and acquisitions and on the financing of companies and mining projects.
The firm also renders advice on the establishment of mining companies, in obtaining of the competent authorizations and concessions before the National Department of Mineral Production (DNPM), on due diligence and acquisition of mineral rights (including pre-acquisition investigations and drafting and negotiation of the applicable contracts), on specific tax planning for mining companies, and on administrative and judicial proceedings in connection with mineral rights.
BRGC assists clients in the telecommunications area, representing both local and international clients active in the sectors of satellite communications, multimedia communications services, telephony, among others.
The firm also renders advice on issues of the highest importance to telecommunications companies, involving financing, new business opportunities, launching new products, commercial relations, litigation, intellectual property, share offers, special service contracts and the launch of new products.
BRGC renders legal advice to its clients on their representation before the competition authorities and regulatory agencies in notices of concentration acts; consultancy on competition law; representation before administrative and judicial authorities in matters involving anticompetitive conducts; rebuttals to corporate transactions before competition authorities; assessment of potential risks caused by corporate transactions and specific commercial practices; investigations of anticompetitive practices; and lawsuits involving competition law matters.
BRGC offers advice to our clients on the Pharmaceutical Industry Regulation, such as:
In addition, we provide assistance in the negotiation, revision and drafting of distribution agreements, as well as, in contracts involving the outsourcing of manufacturing, quality control and storage processes.
BRGC assists clients in the intellectual property area in an integrated fashion with the other practice areas of the firm, focusing on business activities, offering advice on matters related to trademarks, patents, business secrets, technology transfer and issues inherent to the entertainment industry, among others. The firm has a strong practice in the analysis and drafting of contracts in connection with all intellectual property assets, and also offers advice on the conception, negotiation and structuring of franchises.
Rua Visconde de Pirajá, 572 - 3º e 5º andares - Ipanema - Rio de Janeiro
Tel.: + 55 (21) 3206 7999 Fax: + 55 (21) 3206 7950
Av. Brigadeiro Faria Lima, 1306 - 4º Andar - São Paulo - São Paulo - 01451-914
Tel.: + 55 (11) 4550-9180
Copyright 2011 BRGC. All rights reserved