Specific legal advice to companies preparing to participate in bidding processes by reviewing documents and bidding notices, as well as interpreting legislation. Preparation of administrative challenges or appeals to be filed with the appropriate federal, state, and local governmental bodies. We also provide both consultancy and litigation services for telecommunications companies concerning the regulatory framework.
Dispute-resolution services involving governmental bodies include:
- Easements in gross;
- Government contracts;
- Contractual rebalancing;
- Procurement and Public-private partnerships.
Arbitration offers a speedy and efficient alternative to out-of-court dispute resolution for highly specialized and complex civil or commercial litigations.
Sette Câmara, Corrêa e Bastos Advogados Associados has a dedicated specialist team in alternative dispute resolution, with experience in the main arbitration chambers of Brazil, especially in the following areas, to name but a few:
- Civil Construction;
- Tort liability;
- Governmental contracts;
- Advice on Engineering Contracts;
- Advice on Corporate Disputes.
Sette Câmara, Corrêa e Bastos Advogados Associados relies on a team with great expertise on Legal Consulting in banking matters, defending the rights and the interests of financial institutions, in all states of our country.
Relying on its large operating structure, the firm defends clients against any type of banking-related lawsuits, in any jurisdiction or instance, such as, but not limited to: actions to review charges and interest rates, actions of account render, actions for evidence production, actions to set aside contractual clauses, actions for damages (general damages and “pain and suffering”), actions for recovery of undue payment, among others commonly filed by customers or third parties against banks and financial institutions.
Among our main services, we highlight the following:
- Legal assistance with examining and sorting out documents as well as with organizing and identifying the most effective relief to pursue unpaid debts;
- Preparation of procedural strategies to end litigation as quickly as possible;
- Preparation of pleadings, appeals, briefs, challenges, calculation of the readjusted-for-inflation debt, advocacy in court, presentation of oral arguments in state and federal courts alike.
- Formalization of debt-acknowledgement agreements, in and out-of-court settlements, meetings with the parties (creditor and debtor) seeking amicable resolution;
- Legal representation in creditors’ meetings during bankruptcy or reorganization proceedings;
- Specialized consulting in general matters related to banking law, including the preparation of opinions on the feasibility and the percentage of recovery of debts;
- Structuring and implementation of guarantees for debt payments in installments;
- Debt negotiation and structuring of differentiated transactions, whether new ones or settlement and liquidation of old debts, for debt payments in installments;
- Liquidation of claims and assistance with dispute resolution in general.
We have vast experience in developing solutions and strategies to assist and represent companies going into liquidation, bankruptcy or reorganization.
Among the services provided, we highlight:
- Restructuring of debts and guarantees;
- Issuance of public and private bonds;
- Advice on economic restructuring plans;
- Representation in court;
- Administrative and court remedies.
Full assistance in Business and Civil law, emphasizing the resolution of disputes and the clarification of doubts arising at the incorporation stage and the company’s ordinary course of business, as well as the preparation of opinions and answers to queries related to companies and partnerships, preparation of bylaws and operating agreements. Advice on and filing of lawsuits to secure clients’ corporate rights.
Sette Câmara, Corrêa e Bastos Advogados Associados has a highly specialized Consumer Law team, both in prevention and in dispute resolution. Our professionals are able to assist clients in the filing of lawsuits, preparation of answers and appeals, as well as the procedural follow-up vis-à-vis the Consumer Protection Agency (PROCON), Consumer Offices, State Atty.’s Office, special claims courts and regular courts. Our answers and appeals are concise and objective, seeking the most effective closure for our clients.
Sette Câmara Corrêa e Bastos Advogados Associados has wide experience in negotiating, preparing and reviewing the most varied types of agreements, always aiming at defending our clients’ interest, including:
- Preparation, review and negotiation of commercial and financial agreements, such as: (i) services agreement; (ii) corporate agreements: (iii) supply agreements; (iv) purchase agreements; (v) agency and distribution agreements; (vi) confidentiality agreements; (vii) loan agreements; (viii) lease agreements, etc.;
- Review of contractual issues and preparation of legal opinions related to the contract’s subject matter;
- Intellectual and industrial property agreements.
The firm relies on highly experienced corporate-law specialists providing differentiated consultancy and assistance services for all corporate-related matters, be they regular day-to-day activities or strategic one-off events.
These services include:
- Legal assistance in organizing and incorporating all sorts of legal entities, including corporations (whether closely held or privately held), limited liability companies, amongst others;
- Structuring of businesses, joint ventures, consortiums, foundations and other forms of associations and partnerships;
- Preparation of bylaws and operating agreements, minutes of Members meetings, Shareholders meetings, Board of Directors meeting and Management meeting;
- Representation of Shareholders and Members in meetings, including Board of Directors meeting;
- Specialized consulting in all corporate law matters, including preparation of legal opinions;
- Planning and implementation of corporate restructuring;
- Preparation of shareholders agreements and members agreements including shot gun, tag along, drag along, put and call, preemption right clauses, amongst others;
- Structuring and negotiating corporate restructuring and transactions such as spin-offs, amalgamations, drop-down of assets, and so on;
- Company dissolution and winding-up as well as assistance with resolution of corporate disputes.
Our corporate services cater to our clients’ needs diligently and with excellence, while providing all the support needed for an efficient legal assistance.
The main services include:
- Preparation of studies and opinions related to tax issues;
- Permanent assistance, per client’s demand and profile, with respect to any type of tax issue, through consultations, in writing, meetings or reviews of tax-related issues from time to time;
- Preparation of consultations to the tax authorities on federal, state, or local levels on unsettled issues of tax law, for the avoidance of doubt and tax classifications of products, transactions and activities;
- Preparation of applications for Special Taxation with the tax authorities on federal, state, or local levels, with a view to simplifying compliance with tax obligations;
- Participation in Tax Committees.
The Credit Recovery area assists companies and individuals alike to recover credits by whatever legal means available (in and out of court), such as:
- Execution suit;
- Collection suit and action on a non-executory written instrument;
- Search and seizure;
- Filing for bankruptcy;
- Habilitação de créditos;
- Amicable credit recovery.
The exponentially multiplied reach of information technology in our society has led to a growing demand for specialized legal services applied to digital environments. We advise companies on the following topical issues:
- Information security policies;
- Consulting for startups and innovation projects;
- Consulting in digital document management;
- Legal management and online reputation management;
- Legal protection of intangible assets;
- Digital marketing and its regulation;
- Intellectual property;
- Software and database protection;
- Online consumer relations;
- Domain names;
- Contracts and opinions;
- Digital Certification;
- Civil liability on the Internet;
- Digital forensics;
Expertise in several areas to carry out Due Diligences for social security, labor, corporate, environmental, and real-estate-related issues, with a view to reviewing a company’s information to validate or confirm opportunities and risks for an upcoming negotiation process.
Our main Due Diligence services include:
- Review of compliance with tax obligations for corporate transaction purposes;
- Review of procedures adopted by the company for recording, calculating and paying taxes, as well as analysis of the potential liabilities arising from these procedures;
- Review of financial statements and documents with a view to assisting with the decision-making process.
Assistance to migration, tax, labor, and social-security issues for Brazilian and multinational companies, as well as foreigners in Brazil and Brazilians overseas. The main activities we carry out include:
- Assistance in reviewing and identifying the tax-related steps to be taken upon entering and exiting the country;
- Study of tax treaties to avoid double taxation;
- Assistance in filing individual tax returns;
- Advice on the tax treatment for expatriation-related issues;
- Advice on other taxation-related issues.
Provision of differentiated services of high aggregated value in financial assistance to M&A transactions, Structured Financing And restructuring of Liabilities, as listed below:
- Financial assistance in M&A transactions;
- Restructuring of financial debts;
- Assistance in identifying investors for structured transactions.
We have tremendous expertise in all matters related to foreign investment in Brazil, including assistance with regulatory aspects involving the raising of funds overseas. Our services also include assistance with such issues as:
- Registration of capitals, loans, and financial transactions and corporate transactions with the Brazilian Central Bank;
- Assistance in the formation of companies and other legal entities involving foreign shareholders or members;
- Consultancy visas and work authorizations for foreigners.
Aligned with the other specialization areas, Sette Câmara, Corrêa e Bastos Advogados Associados provides consultancy and assistance not only in legal aspects of structuring, building and running infrastructure projects and undertakings but also in negotiations with the Government on matters related to licensing, concessions, authorizations and permits for investors and concessionaires.
Sette Câmara, Corrêa e Bastos Advogados Associados has expertise in the insurance market derived from years’ work with Insurance companies, Brokers and Agents, both in consultancy and in litigation, before all Brazilian courts and inspection agencies. Our professionals deal with all areas of insurance and are capable of identifying the needs of clients, insurance companies and reinsurance companies alike:
- Mediation and arbitration;
- Review of contracts;
- Preparation of legal opinions;
- Judicial and administrative redress.
Sette Câmara, Corrêa e Bastos Advogados Associados has ample experience with intellectual property issues and can provide legal assistance in such matters, including:
- Registration and monitoring of trademarks, patents, industrial designs and domain names;
- Preparation and review of contracts related to intellectual property rights, such as licensing agreements, assignment, distribution, franchise, technology transfer and technical assistance;
- Acting at the Instituto Nacional de Propriedade Intelectual – INPI and other competent bodies;
- Conducting due diligence (audit) for identifying legal risks.
We rely on a highly specialized team to provide all the necessary support to clients with respect to transactions involving international taxation.
To that effect, we provide the following services:
- Tax assistance with transactions involving controlled and affiliate companies overseas. Use of double taxation treaties to reduce the tax burden in Brazil and use overseas credits.
- Assistance and consultancy in import and export transactions seeking to minimize or reduce risks and contingencies, optimizing the results and reducing the tax burden on international transactions;
- Ingress of foreign investments in Brazil (preparation of tax planning to maximize the tax benefits on the capital invested in Brazil);
- Planning of transactions involving the international trade of goods;
- Review of the taxes levied on importations.
The labor area works with both prevention and litigation, providing legal consulting, reviews and opinions on procedures to be adopted, such as collective bargaining agreements, strikes, labor audits, work shifts, employee participation in profits, layoffs, termination of employment, employment -related liabilities, accident prevention, among others. The firm acts as a liaison with the Ministério Público do Trabalho (the Federal Attorneys’ Office for Labor Issues) and in all instances of the Labor Court, following up on lawsuits, providing advocacy, presenting oral arguments and assisting with employment related execution.
The firm relies on a highly qualified and specialized team with expertise in labor and social security practices to convey legal security to its clients, identifying possible liabilities as well as potential opportunities to reduce the tax burden.
The main services provided consist of:
- Review of compliance with labor and social security obligations;
- Review of proceedings adopted by the company to record, calculate and pay its taxes, as well as a review of potential liabilities arising out of such proceedings;
- Preparation of legal opinions on labor and social security matters;
- Tax-related due diligence;
- Assistance and review of ancillary obligations;
- Assistance in implementing, and review of, E-Social.
We have a dedicated specialist team to cater to large-scale services, providing assistance that focuses not only on procedural quality but also on management quality. These specialists, in turn, rely on a sector responsible for managing our clients’ systems, practically becoming an extension to the company. In addition, our offices in the main cities throughout the country and our vast network of collaborators provide the dynamic and speedy work needed for this segment.
Our experienced and highly qualified M&A team has been involved in a series of transactions over the years and has the necessary structure to assist with the most diverse M&A transactions. Among the legal issues that we commonly deal with are:
- Consultancy concerning the legal issues involved in the purchase and sale of companies, ownership interests in corporations, assets and private equity transactions;
- Assistance in structuring the transaction and all legal acts required to implement it;
- Preparation, review, and negotiation of share purchase agreements, MOUs and Letter of Intentions;
- Formation of associations, joint ventures, partnerships, and strategic alliances;Structuring and implementation of corporate restructuring transactions (amalgamations);
- Due diligence;
- Preparation of the company to be sold with the main objective of identifying and mitigating the contingencies discovered in the course of due diligence as well as identifying potential buyers, sellers, partners, or investors.
Our team of specialized professionals advises clients on all real-estate-related aspects and has wide experience in structuring real estate undertakings and businesses, including:
- Legal assistance with several types of real estate transactions and businesses;
- Structuring of real estate undertakings, preparing and implementing the corporate structure most suited to projects of this kind;
- Assistance in real-estate purchase and sale transactions in addition to carrying out real-estate-related due diligence;
- Preparation and review of purchase agreements, lease agreements, donations, and exchanges, among others;
- Preparation of opinions in respect of real-estate-related legal issues.
Brazil’s complex tax reality requires thorough review of tax payments for full compliance with the requirements of the law, considering that taxes are a considerable burden on the company’s financial results. Companies may have at their disposal great opportunities for recovering tax credits and identifying potential savings through our review of tax compliance, which also verifies if tax laws are being fully adhered to.
Among our main activities, we highlight:
- Review and assessment, as applicable, of potential savings opportunities and tax contingencies;
- Review of indirect and direct taxes;
- Recovery of tax credits;
- Assessment of risks and possible liabilities.
Actions under the jurisdiction of the Special Courts are equally important to our firm. Thus, we offer clients a specialized with attorneys and interns especially trained to draft pleadings for, and appear before, these courts throughout the national territory.
The survival of the company as a going concern, along with the preservation and sharing of the family’s assets, of the main concerns of business owners and family-run businesses wishing to safeguard their interests.
We have wide experience in dealing with succession-related issues involving Brazilian companies, including:
- Succession planning aiming at the establishment of rules for the ingress of heirs into the company and the preservation of the family’s assets and the conveyance of these assets to future generations;
- Preparation and review of wills, donations (deeds under seal) and other agreements with clauses restricting certain rights (no commingling and inalienability of, and impossibility to levy execution, on assets).
The tax area deals with an ever-changing body of laws of great complexity.
Sette Câmara, Corrêa e Bastos Advogados Associados has developed the Compliance Area with a view to applying the right legislation to clients’ activities by reviewing taxes, crossing ancillary tax obligations, etc. as listed below:
- Assistance with all federal, state, and local taxation laws with a view to ensuring that the company is indeed complying with all aspects, in addition to minimizing risks and liabilities and reducing the tax burden;
- Review of the balance sheet;
- Review of the calculations of such taxes as IRPJ, CSLL, PIS, COFINS, ICMS, ICMS ST, IPI, ISSQN, CFEM;
- Review of ancillary obligations, namely: DACON, DCTF, DIPJ, SPED Fiscal, SPED Contribuições, PER/DCOMP, etc.
Administrative Proceedings and Court Litigation
This tax litigation area provides services before the courts and the tax authorities on federal, state, and local levels, which include querying tax issues and following up on all tax-related proceedings and lawsuits.
Clients rely on this area’s full support in dealing with tax issues: preventive work regarding fiscal responsibility and the interpretation and application of tax laws; preparation of legal opinions in support of tax planning operations; tax and accounting audit and review of the company’s tax status, with a view to reducing liabilities and recovering tax credits.
The tax consultancy area of Sette Câmara, Corrêa e Bastos Advogados Associados assists clients in reducing the impact of the tax burden levied on their businesses, restructuring financial debts, as well as in minimizing risks of future issuances of tax deficiency notices. To that effect, this highly specialized team undergoes constant training and continued education to keep abreast of legislative changes and serve the clients with efficiency and excellence.
Some of the services provided by the Consultancy area include:
- Tax compliance;
- Tax planning;
- Corporate services;
- Transfer price;
- Labor and Social Security;
- International Tax;
- Due Diligence;
- Tax diagnosis;
Tax planning services consist of reviewing all tax proceedings, taxation regimes, documents, tax records and corporate structure to identify opportunities as well as risks at state, federal, and local levels. The main services are:
- Studying the corporate and operating structure of the companies or group of companies;
- Researching legislation and taxation regimes to identify opportunities and fit them to the clients’ reality with a view to establishing strategies to mitigate the tax;
- Modeling scenarios to demonstrate, analyze, and establish strategies to mitigate the tax burden.
Over the last decade we have witnessed tremendous advances in the expansion of Brazil’s telecommunications infrastructure, with the deployment of technological innovations and the exponential increase in lines and services.
Sette Câmara, Corrêa e Bastos Advogados Associados relies on a highly experienced and specialized team of professionals working on the resolution of litigation in consumer relations involving telecommunications products and services, and on consultancy services regarding the regulatory framework applicable to telecommunications in Brazil.
Among the services we provide with respect to the communications law, we highlight the following:
- Preparation, review, and negotiation of contracts, opinions and strategic memoranda;
- Acting as a liaison with regulatory agencies;
- Assistance with issues involving Brazilian telecommunications regulations;
- Follow-up of administrative proceedings;
- Legal assistance with procurement and bidding proceedings;
- Filing and following up on lawsuits, as well as preparing answers and appeals to consumer protection agencies (PROCON, Consumer Offices, State Atty.’s Office), special claims courts and regular courts.
We strive to ensure security and agility in controlling transfer pricing by providing the following services:
- Answers to specific queries regarding transfer pricing;
- Determination or review of prices in transactions with individuals residing or domiciled in tax havens, etc.
We rely on a special team to ensure clients of intelligent and efficacious investments, by means of the following services:
- Review of the tax, labor, and social security risks and liabilities involved in the acquisition or amalgamation of companies;
- Confirmation and profitability of the transaction (EBITDA);
- Assistance in determining the selling price for an undertaking, in an unbiased view;
- Risk identification and management for the many areas of the company under negotiation, etc.