Areas of expertise
CORPORATE LAW, MERGERS AND ACQUISITIONS AND COMMERCIAL CONTRACTS

GTLawyers' Corporate Law, M&A and Contracts department advises Brazilian and foreign clients in their transactions in Brazil. Our professionals are trained to work in multidisciplinary teams and make use of their creativity and negotiation skills when applying law to each subject, always having a business vision.

Among the activities in the department, the following stand out:
 

  • Structuring and incorporation of companies, associations and foundations;

  • Structuring of corporate transactions including foreign companies, groups and investors;

  • Advising on acquisitions and corporate reorganizations, including legal due diligence: purchase and sale of companies and transfer of assets, mergers, spin-offs and acquisitions, formation of joint ventures and equity account companies;

  • Tax planning intended to rigorously and safely optimize investments in Brazilian companies or projects as well as intercompany transactions from a short-, medium- and long-term perspective; 

  • Outsourcing of in house corporate law and contracts departments, with the drafting, revision and negotiation of commercial contracts of high and low complexity, drafting of corporate provisions and preventive consulting; 

  • Advice on corporate matters in general, guidance on conducts and participation in general meetings, shareholder meetings, administration and boards;

  • Interface and coordination of registration with the Central Bank of Brazil, including long-term investments and registration of financial transactions.

 

BANKING LAW AND CAPITAL MARKETS

GT Lawyers' Banking and Capital Markets department assiste in securitization transactions, external loans for working capital and project financing, structuring investment funds and guarantee funds, including, but not limited to sureties, endorsements, collateral transfer, mercantile and industrial lien, chattel mortgage.

TAX

GTLawyers's Tax department is able to meet the needs of its clients related to taxes collected by the Union, States and Municipalities throughout Brazil.
 

Among the activities of the Tax department, the following stand out:
 

  • Tax consultancy involving compliance with tax legislation, in particular tax calculation, compensation and submission and completion of tax-related books, documents and declarations;

  • Tax planning in corporate reorganization, M&A and loan transactions;

  • Tax planning in international structures (import and export of goods and services) and internal structures involving the flow of products and services;

  • Tax due diligence and analysis of adherence to the ancillary obligations delivered by the companies to the Tax Authorities;

  • Obtainment of special taxation systems, tax benefits, installments and tariff exceptions;

  • Administrative and tax litigation in administrative courts of all levels, aiming at the defense of taxpayers in tax assessments;

  • Legal litigation involving tax matters, including before the Superior Courts;

  • Advice to individuals in structures of property reorganization and legalization of resources.

REAL ESTATE

Our real estate law department was composed of professionals with extensive experience who are specialized to serve developers, builders, construction companies, investment funds, real estate agents, equity holdings and other companies and investors that have any demands in the real estate field.
 

Our performance:
 

Our real estate department provides assistance, inter alia, in the following fields:

 

  • Due Diligence: legal audit for the acquisition of real estate, especially with regard to urban, environmental, registration and regulatory aspects;

  • Real Estate Development and Compliance: legal advice in the development and approval of residential, commercial, logistic, hotel, infrastructure and urban development projects before the competent public bodies;

  • Retrofit: specialized consultancy for urban requalification projects;

  • Structuring and obtaining records of real estate developments, institution and specification of condominiums and registration of land lots

  • Corporate and tax structuring of investments in real estate projects (incorporation of SPE and SCP, real estate investment funds and stakes);

  • Real Estate Finance: consultancy for obtaining financing from public and private financial institutions;

  • Continued assistance during the construction phase until the delivery of keys to the end consumer in the contractual, tax, labor and consumer areas;

  • Brokers and real estate agents - full consultancy, including in-house;

  • Land regularization for rural properties before the competent bodies (real estate registration, INCRA and environmental agencies);

  • Real estate businesses involving rural properties, leases, rural partnerships and foreign investments.

LABOR, TRADE UNION AND SOCIAL SECURITY

We are accustomed to dealing with the most varied legal demands in the field of labor and social security, from simple to complex issues, serving Brazilian and foreign companies in various market sectors such as consumer goods, industrial goods and services, energy, mining, pharmaceuticals, basic and advanced materials (chemicals), business services, financial and banking services (management and investment funds), technology and retail.

Among the services we provide to our clients, we highlight legal assistance in a wide variety of activities, such as:
 

  • Consultancy in relation to strategic human resources decisions, including hiring, termination and professional development; outsourcing of services; executive compensation packages; profit-sharing plans; stock options and other variable compensation plans (Bonuses/Awards); drafting of internal regulations and manuals of conduct; advice on practices to avoid claims involving allegations of harassment/pain and suffering;

  • Representation of clients involved in labor disputes and advice to clients in pre-litigation scenarios to avoid labor claims;

  • Seminars in house with the objective of improving the professional qualification of employees responsible for labor relations;

  • Participation in strategies for union negotiations and participation in the negotiations, with the drafting or revision of collective bargaining agreements;

  • Consultancy on labor and immigration matters involving the hiring of foreigners to work in Brazil and of Brazilians to work abroad (Expatriates);

  • Due diligence and advice on labor and social security issues involving corporate operations in Brazil by evaluating potential adjustments of procedures for elimination or reduction of potential contingencies and pointing out the necessary changes to comply with legal obligations;

  • Representation of clients in public civil proceedings and other procedures involving the Public Labor Ministry;

  • Defense of the interests of clients in relation to inspections and Ministry of Labor proceedings before the Ministry of Labor's Committee on Equal Opportunities of Gender, Race and Ethnicity, Persons with Disabilities and Fighting Discrimination;

  • Consulting for human resources departments in labor matters related to private pension.
     

LITIGATION, ARBITRATION AND CONFLICT RESOLUTION

Our team has solid experience in arbitration procedures in the main national Chambers in matters of high complexity and value involved.
 

Because of the complexity of cases brought to arbitration, we work with a specific, extremely dedicated and qualified team that deals in person with all the acts of conducting the case, from strategy definition and meetings with the client to following procedure itself (investigations, hearings, surveys, etc.).

We also act in consensual procedures in order to guarantee the best possible result to our client at the moment of formalizing the agreement. 

 

FINANCIAL RESTRUCTURING (LEGALLY-BACKED OR OTHERWISE)

 

We have a multidisciplinary team with experience in assisting companies in situations of financial stress, while working together with the main national financial advisors. Our professionals have the necessary expertise to advise our clients in all stages involving a legally-backed financial restructuring, from the pre-filing procedures to the follow-up of the proceeding itself until its end. We have full notion that every situation is unique, so we always serve our customers with tailor-made solutions.

 

We also have expertise in drafting legal opinions on the effects and implications of legally-backed financial restructuring, bankruptcy and self-bankruptcy in all branches of law (civil, tax, labor, etc.).

ENVIRONMENTAL - LITIGATION AND ADVISORY

Our team of experienced specialists works in diversified administrative and legal consulting and litigation services related to Environmental Law, providing the necessary basis to advise our clients in a variety of operations and endeavors, including Licensing Processes; Environmental Compliance Guidance; Environmental Litigation and Auditing.

 

Our performance:

Among our advisory services to our clients, we highlight assistance in a wide variety of activities, such as:

 

  • Responses to consultations, drafting of legal opinions or technical notes on abstract or concrete issues related to Environmental Law, focusing on projects of exploitation of natural resources;

  • Due diligence audits to determine the regularity of the envisaged project for the purposes of reporting on the legal status of the assets, rights and obligations before regulatory agencies, the justice sector, public prosecutor's office or public entities regarding environmental issues;

  • Analysis and advice to clients for the formation of administrative proceedings related to the licensing of endeavors or activities intended for using natural resources or the like;

  • Follow-up with the municipal and state environmental agencies, the Brazilian Environmental and Renewable Resources Institute ("IBAMA") and the Chico Mendes Institute for Biodiversity Conservation ("ICMBio"), administrative proceedings related to environmental licensing, grants, authorization, registration, and other proceedings of interest of the company before competent environmental agencies;

  • Drafting of administrative defenses and appeals filed due to fines and other penalties arising from infraction notices issued by federal, state or municipal environmental agencies, as well as seeking the unfreeze of activities and removal of other precautionary or punitive measures imposed by inspection agencies;

  • Drafting of legal instrument drafts requested by the company related to the use of natural resources (Terms of Adjustment of Conduct - "TAC" - and/or Terms of Commitment);

  • Sponsorship of civil investigations instituted within the scope of the Federal or State Public Prosecutor's Office, including the representation of clients in public civil proceedings and other procedures and in the possible negotiation of conduct adjustments.

 

MINING - LITIGATION AND ADVISORY 

Our team of experienced specialists acts in various types of consulting services and sponsorship of administrative litigation in Mining Law under Constitutional, Administrative and Regulatory aspects, providing the necessary basis to advise our clients in a variety of operations and mining endeavors.

Among our advisory services to our clients, we highlight assistance in a wide variety of activities such as:

 

  • Responses to consultations, drafting of legal opinions or technical notes on abstract or concrete issues related to Mining Law and corresponding exploitation of mineral resources under all admitted exploitation regimes;

  • Due diligence audits to determine the regularity of endeavors intended for the use of mineral resources, for the purpose of reporting on the situation of the rights and obligations involved, and assistance in possible negotiations;

  • Analysis with the National Department of Mineral Production ("DNPM") and the Ministry of Mines and Energy ("MME") of mining administrative proceedings for endeavors intended for the exploitation of mineral resources, for purposes of verifying their legal standing and acting to regularize possible irregularities;

  • Sponsorship of administrative defenses and appeals, as a result of infraction notices issued by the DNPM: administrative proceedings that aim at declaring expiration of the mining title, rejection of the application for authorization of research or mining concession, annulment, maturity or revocation of the mining title, denial of consent to the assignment of rights and blocking of the area;

  • Advice and preparation of legal instruments necessary for negotiating contracts for the acquisition, assignment and transfer of mining rights and leasing of deposits;

  • Sponsorship of civil investigations instituted within the scope of the Federal or State Public Prosecutor's Office, including the representation of clients in public civil proceedings and other procedures and in the possible negotiation of conduct adjustments.

 
 
 
 
 
 
 
 
 
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R. Bandeira Paulista, 275 - 1º e 4°andares

04532 010 - Itaim Bibi

São Paulo - SP

Rua Ataulfo de Paiva, 135 - Suite 410

22440 901- Leblon 

Rio de Janeiro - RJ

Av. Olinda 960, Ed. Lozandes Tower 01, Sala 1212-B

74884 120 - Parque Lozandes

Goiânia - GO

Rua Paraíba, 550 – 8º e 9º andares – Cjs. 800 e 900 

30130 140 - Savassi

Belo Horizonte - MG

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+55 11 3504 7600

contato@gtlawyers.com.br

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