Companies, their managers and shareholders are all under increasing public scrutiny. The adoption of strategic and efficient measures to prevent and resolve corporate conflicts in this context is an essential aspect of business risk management. It helps preserve the assets and protect the interests of every stakeholder directly or indirectly affected by the organization.
At our office, we have a team of lawyers specially dedicated to solving conflicts involving both public and private companies. In addition to our substantial experience in judicial and arbitral corporate litigation, we have extensive expertise in administrative litigation, which includes companies in regulated sectors, and we carefully monitor the activity of regulatory bodies, such as CVM, B3, Central Bank and Susep.
We have developed effective strategies to defend companies, officers and directors, controlling shareholders, members of supervisory boards andcommittee members, at both the pre-sanction phase (in response to communications received, for example) and administrative proceedings (sanctioning or not) conducted by CVM, B3, Central Bank, Susep and other capital market regulatory bodies.
Our lawyers regularly follow CVM investigations and administrative proceedings (sanctioning or not) regarding the compliance with Brazilian capital market standards.
Besides the adoption of measures to prevent litigation, our work involves providing legal advice before or during corporate disputes and defending clients in administrative, judicial and arbitral proceedings related to corporate matters.
- Knowledge of regulations issued by major market agents, such as CVM, Central Bank and other regulatory agencies.
- Technical understanding of CVM and CRSFN (National Financial System Appeals Council) stances – our office is present at all the judging sessions of the collegiate bodies of these entities.
- Preparation of memos and legal opinions on how to mitigate risks of corporate conflicts involving shareholders, officers and directors, members of supervisory boards and committee members of publicly and privately-held companies.
- Legal support for the resolution of shareholder conflicts.
- Development of risk management and fiduciary duty strategies related to investigations, prior to the opening of sanctioning proceedings.
- Strategic advice on pre-litigation conflict management.
- Analysis of innovative solutions to avoid disputes or, if they are unavoidable, to put our clients in a favorable position when litigation occurs.
- Role as mediators and conciliators.
- Assistance to reach a decision on the use of the contractual arbitration clause as an alternative dispute resolution mechanism, with specific and thorough analysis of the impacts to the business.
- Revision of contractual clauses in mergers and acquisitions, private equity and similar transactions to ensure the effectiveness of contractual arrangements in case of disputes.
- Expertise in leading cases related to the capital markets.
- Preparation of answers to inquiries made by CVM, B3 and Central Bank, involving highly complex matters for public companies, managers and investment funds.
- Extensive experience in defending CVM sanctioning administrative proceedings involving charges for breaches of fiduciary duties, internal controls, abusive exercise of voting rights, insider trading, and others.
- Preparation and negotiation of proposals for the composition of losses (deed of settlement, etc.) involving allegedly injured persons or entities, unfair or irregular practices, breaches of fiduciary duties, and other issues.
JUDICIAL AND ARBITRAL LITIGATION
- Extensive practice in judicial and arbitral proceedings involving highly complex corporate matters.
- Strategy definition for the judicial or arbitral process in order to maintain the value of the disputed asset and maximize the client's probability of success.
- Extensive experience working with the Judiciary in all Brazilian states, as well as in the higher courts (STF and STJ).
- Representation of clients in annulment actions to challenge administrative decisions in courts.
Specialist lawyers, acting in ad hoc or institutional arbitrations in a wide variety of arbitration chambers, including ICC, London Court of International Arbitration, American Arbitration Association, Brazil-Canada, FGV Chamber of Conciliation and Arbitration and Ciesp/Fiesp.
As criminal prosecution increased in recent years, Criminal Law has started to have a more direct impact on companies and on the decision-making process of their management.
Parallel to this trend, globalization and the advancement of technology have highly contributed to the increased legal cooperation in criminal matters, resulting in the possible involvement of different jurisdictions to investigate the same case.
Keeping in mind these changes, Machado Meyer has expanded its legal services and created its White-Collar Crime practice area, whose joint work with the other specialized practices of our firm now allows us to offer complete and customized advice according to the specific needs of each client, such as the industry in which the company operates, the scope of its national or international operations, and other peculiarities of the case.
Current legislation in Brazil and in several countries imposes on companies the need to prevent corporate crimes, especially in interactions with the Public Administration. We offer our clients consulting services in criminal matters in order to allow them to comply with strict legal requirements of an environmental, tax, consumer, commercial, labor, and any other nature and to prevent criminal consequences that may affect their business. Our services include:
- Due diligence in criminal matters
- Drafting of anti-corruption and anti-money laundering policies
- Preparation of legal opinions on criminal matters
- Employee training for interactions with public authorities
- Legal advice on the cooperation with public authorities and self-reporting
- Internal corporate investigations (preparation of investigation plan, review of documents, interviews, preparation and presentation of final report)
- Legal advice on leniency agreements
We offer companies and their representatives criminal consulting in sanctioning administrative proceedings, investigations, and criminal actions, through the following activities:
- Preparation of requests for opening and monitoring police investigations
- Follow-up on testimonies before police authorities
- Criminal defense during investigation and trial phases
- Follow-up on provisional procedures
- Drafting, filing, and monitoring of complaints (private criminal actions)
- Advice on and monitoring of plea bargain agreements
The Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act also impose obligations on companies and stipulate severe penalties for non-compliance. These laws are applied and enforced through the intensive exchange of information between authorities of different countries. It is, therefore, crucial that companies be advised by a legal team that is prepared and experienced in foreign matters.
Our team has the necessary expertise to advise domestic and foreign companies and their management in cases involving several jurisdictions. Our services include:
- Preparation of memoranda on Brazilian criminal and sanctioning administrative laws for foreign clients
- Assistance in negotiations with Brazilian authorities in conjunction with negotiations conducted with foreign authorities (DOJ, SEC , SFO, among others)
- Collaboration in internal investigations conducted by foreign offices in national subsidiaries
- Training of foreign teams on Brazilian criminal and sanctioning administrative laws
Properly managing a family's equity, built by its history, is essential to ensure the well-being of future generations. We assist families and individuals, with a high volume of resources, organize their assets more efficiently, thus reducing costs and facilitating succession in the future.
We started out by making a diagnosis of the goals and needs of the family to develop customized solutions for its succession planning, including company restructuring and reorganization. We are used to dealing with complex cases, involving cultural issues of each family. We treat these matters with the care and confidentiality they require, using our experience in the areas of tax, corporate, litigation, and civil law to achieve a single modeling that reflects the reality of each family and the companies controlled by them.
Our work involves aspects related to corporate restructuring, drafting of shareholders' agreements and family protocols, income and inheritance taxation, organization of funds, and regularization of assets abroad.
With complex legislation and a sophisticated inspection system, Brazil imposes challenges on companies in the analysis of the fiscal effects of their operations, the strategic decisions on tax disputes, and the legal certainty of taxation regimes that benefit their business.
We have initiative, creativity and solid professional experience to provide consulting and litigation advice in relation to the full range of tax issues affecting companies. We adopt a simple approach to highly complex problems, involving both sophisticated corporate and financial transactions and strategic tax litigation.
We know that changes in the rules may bring negative surprises even to organizations with large tax departments. Therefore, we adopt a proactive approach that helps companies to anticipate and reduce their risk exposure.
We provide advice on the interpretation and application of tax rules in all spheres of the public administration. With an office in Brasilia, we have a significant presence in high judicial and administrative courts and follow the leading cases related to the main tax issues under discussion in them.
Our close interaction with other office areas such as corporate, capital markets, banking, labor and real estate, allows us to provide tax advice with a multidisciplinary bias, a thorough understanding of the client's business, considering all legal and economic impacts that a particular action, aimed at resolving tax issues, can bring to the client.
We also have a team of professionals with academic and professional experience abroad that allows us to understand international tax issues and their effects on the structuring of transactions. Our experience working in cross-border operations, alongside top law firms in several countries, places us in a prime position to also offer our clients a business network and alliances developed over the years. This experience and our network of contacts allow us to work in international deals, foreign investments in Brazil, and transactions of Brazilian companies aiming to expand their business overseas.
We provide support to our clients on issues such as structuring of new projects and financial operations, customs regulations, transfer pricing, direct and indirect taxes, interpretation of international treaties, obtaining of tax incentives, and taxation of expatriates.
Our work is divided into the following areas:
- Tax planning
- Advice on structuring, reviewing the terms of, and implementing mergers and acquisitions.
- Support for mapping and analyzing different tax models to be adopted in infrastructure projects.
- Advice to foreigners who intend to start operating in Brazil.
- Analysis of the financial market from a tax point of view, identifying the best path to follow for each type of operation.
- Monitoring tax inspections and representing clients in their defense at the administrative level.
- Risk assessment of questions raised by the tax authorities and how to prepare for litigation with them.
- Consulting on cross-border transactions, multilateral treaties and interaction with foreign law firms.
- Issuance of memoranda regarding the interpretation of new laws.
- Close monitoring of decisions handed down by the courts so as to understand the position adopted in cases not conducted by Machado Meyer.
- Guidance on problems to evidence or regularize tax issues and possible tax liabilities.
- Due diligence in mergers and acquisitions.
- Advice on collective actions.
In a business environment that is ever more internationalized and dynamic like the one we live in, companies seek rapid access and reliable and current information on other countries and markets to seize opportunities and manage local risks well.
To meet this demand, we have teams of lawyers with international experience, training in corporate areas, and knowledge of the different business cultures in many other countries.
Because of today's significant flow of investment, we have organized professionals specialized in advising clients from Germany, Spain, and Asia in highly qualified multidisciplinary groups: the German, Spanish, and Asian international desks.
In addition to fluency in the respective foreign languages, professionals with the special desks have accumulated experience to eliminate any specific cultural barriers, thereby facilitating the conducting of new business, generating competitive advantage, and adding value to the projects of clients coming from those regions.
We are specially qualified to provide the legal support necessary to ensure both the viability of new foreign investments and the expansion of horizons of multinational groups already established in Brazil.