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.