Who We Are and How We Work

Mission

Provide high value-added legal services to our clients in several areas, with quality, efficiency, agility and innovation, action as an agent of transformation and development of society.

Vision

Actively participate in the day-to-day activities of our clients, be the pioneer law firm from a technical and business point of view in the areas to which we provide services, always remain updated in the face of new laws, technologies and challenges of society, and attract the main talents to compose our workforce.

Values

Ethics, Integrity, Transparency and Diversity.
Meritocracy, Cooperation, Efficiency and Quality
Creativity, Innovation and Pioneering

Agility and Personality

We propose an agile and targeted services offering, guided by the direct involvement of the firm’s naming partners in our clients’ demands, aming to helping them face the most varied challenges arising out of the business world.

Knowledge of our Clients

We seek to deeply understand our clients’ business, identifying in advance potential legal risks and opportunities for improvements in the way they operate, manage, standardize, control and comply with the legislation.

Practice Areas

We provide legal services in the following areas and have the flexibility to structure alternative work arrangements, such as secondment, legal department outsorcing, CLO-as-a-service.

Our practice comprises the structuring of credit and debts transaction involving members of the Brazilian Financial Market System: financial institutions of all sizes, broker dealers (DTVMs), payment institutions, banking correspondents, foreign exchange banks and brokers, among others.

Structuring of fintechs companies and initiatives and follow up of the major legal and regulatory issues pertaining to this segment. Partnerships between fintechs and other players.

Knowledge and experience on drafting and negotiation of commercial contracts of all kind:  (i) capilarization of our clients’ businesses: distribution, commercial agency, supply agreements; (ii) financial and capital markets: loans, brokerage, distribution, management agreements; (iii) intellectual property: turn-key; editorial; technology/trademark licensing ; (iv) real estate and construction: incorporation, business lease, built-to suit, sale & leaseback, EPC. We work alongside our clients in the framework of all the contractual structures, including the draft of standard agreements, hiring procedures and by interacting with other practice areas of our law firm, chiefly corporate, tax and regulatory. Consultancy work related to pre-litigation issues arising out of contract provisions.

Knowledge of top-of-notch industry practices when it comes to structuring businesses of all different economic sectors. Clear definition of a step-plan for the creation and growth of startups, new business units and greenfield projects from various complexities. Interdisciplinary services for multinational companies aiming to do business in Brazil and assistance in all legal and compliance issues they face in Brazil, including the formation of the legal department (secondment). We are specialized in doing business in Brazil and have experience in dealing with clients from many parts of the world and different cultures.

Structuring and coordination of all legal aspects related to the public offering of debt and equities securities: financial, real estate and agricultural credits securitization; public offerings with restrict efforts of debentures, promissory notes, among others.

Consultancy services for all capital markets’ players: investment funds, equity-crowdfunding platforms, asset managers, consultancy, brokers dealers and sales representatives. Consultancy related to the constant regulatory changes, as well as the formation and draft of all corporate documents and ancillary compliance documents, interaction with Brazilian SEC (CVM) and assistance to our clients to clarify their obligations before such authority, including with respect to the regular forms they are entitled to submit for the Brazilian SEC (CVM) periodically.

Representation of clients on administrative proceedings before the Brazilian SEC (CVM) and during shareholders’ meetings.

Work for both sell side and buy side. Draft and negotiation of shares and assets purchase and sale acquisition agreements, shareholders’ agreement , investment/subscription agreement, due diligence, interaction with public authorities in connection with said transactions aiming to close (CADE, Central Bank, CVM (Brazilian SEC), Anbima and Agencies).

Our law firm has been praised in the market through its activities within private equity and venture capital  transactions, mainly involving technology companies and/or distressed assets.

Our law firm also provides the following services within this practice: (i) formation of contractual and corporate joint ventures; (ii) corporate housekeeping of multinational companies and corporations in Brazil; (iii) sociedades de conta de participação and civil condominium; (iv) draft of all corporate documents and acts, as well as registration of foreign investment when it is needed.

Work in civil strategic claims mainly related to the banking and credit markets, including insolvency and bankruptcy procedures and negotiation and debtor/collection claims. Consultancy services for credit companies specialized in the acquisition of credits, including asset research and work to reveal and disregard fraud-related structures .

Work in corporate and indemnification civil claims, as well as in arbitration proceedings related to corporate and credit-related disputes, as well as drafting and negotiation of pre-arbitration proceedings. Work with foreign law in arbitration proceedings held in other jurisdictions.

Our work in the intellectual property area comprises several administrative, litigation and consultancy services, alongside other practice areas of the firm, such as: (i) patent, trademark, software, design, internet domain prosecutions in Brazil and abroad, including any disputes arising out of these under the Brazilian PTO (INPI); (ii) work in litigation claims (civil and criminal) related to the subject, such as unlawful competition and piracy; (iii) draft and negotiation of agreements related to IP issues such as licensing agreements, transfer of intellectual property assets and authorship’ rights, franchise and transfer of technology; e (iv) work in due diligence for M&A transactions.

The Information Technology and Digital Law practices are one of the strong practices within the firm, as it grants to the entrepreneurs, companies and investors the security they expect in this type of business. We draft and review development software, apps and platforms agreements, strategic partnerships involving tech-enabled companies; software licensing and transfer, as well as standard SAAS/services agreements, website terms of use, privacy policies, etc..

Coordination of collective negotiation of debts: draft of standstill agreements, litigation strategy aiming to avoid company/asset deterioration, definition of strategy alongside the debtor or creditor’s consultants. Strong background in corporate bankruptcy and work alongside the M&A team in order to incorporate UPI (unidate produtiva isolada) and acquisition of distress assets and companies.

Work in labor claims carried out by employees/former employees against companies and their shareholders.
Services in the consultancy area, assisting clients of the firm in strategical issues related to the human resources: legal due diligence for M&A and other equity transactions; structuring of stock option plans; draft and negotiation of employment and management agreements; issues related to intellectual property, antitrust and privacy; negotiation of collective bargain agreements; structure of compensation/remuneration.

Tax litigation – administrative and judicial aiming to reply the public authorities’ requests. Review of the viability to file a claim or administrative proceeding, as well as installments payments/settlements programs and fiscal incentives.
Consultancy work in general tax aspects related to the financial and capital markets, businesses structuring, corporate transactions alongside other practices of the firm and aiming to achieve tax efficiency and mitigate financial risks.

Team

Partners

JOÃO OTÁVIO PINHEIRO OLIVÉRIO

  • Founding Partner and responsible for the Transactional Practice
  • LL.M. Corporate Law, M&A and Securities, University of Pennsylvania Law School.
  • Wharton Business & Law Certificate, The Wharton School of Business.
  • Post-Graduate Degree in Business Management (CEAG), Fundação Getúlio Vargas.
  • Undergraduate in Law (LL.B) by Pontifícia Universidade Católica de São Paulo – PUC-SP.
  • Professional Experience: Campos Mello Advogados (2008-15), DLA Piper NY (2012-13), Almeida Advogados (2004-07), Linklaters/Lefosse (2002-04).
  • Co-Chair of Private Equity/Venture Capital Commitee – ABA, Section of International Law.
  • Legal Counsel of Wharton Alumni Club Brazil; Executive Member of the Wharton Alumni Angels Brazil; Co-Founder of Penn Law Fintech Club.
  • Fiscal Council of APAA – Paulista Cultural Association and Mentor of BrazilLab.
  • Practice Areas: M&A and PE/VC, Banking/Fintech, Capital Markets, Foreign Investments, Emerging Growth Companies and Corporate/Commercial Contracts.

Associations and Awards

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