We advise in every legal area of corporate transactions, industrial and infrastructure projects as well as in related disputes.
Your relation with other businesses and your people: our corporate team advise on mergers, acquisitions, joint ventures and private equity. We also advice on related competition issues and employment.
Your exposure to risk and ability to make your projects become reality: our team advise banks, companies, funds and governments on financing new projects in the energy and infrastructure sectors.
Your interaction with business partners and problems you may encounter along the way: Our litigation lawyers offer a broad range of expertise in any type of dispute resolution mechanism such as mediations; arbitrations and judicial proceedings. We represent our clients in most matters relating to their businesses.
Our expertise allows us to represent any stakeholder involved in such matters including (i) project developers; (ii) capital market investors (equity funds); (iii) financial institutions; (iv) contractors; and (v) suppliers of equipment, technology and services.
Clients receive a totally integrated service on all legal aspects of the transaction. Our lawyers are known not only for their legal technical skills, but also for their ability to conduct contract negotiations and relationships with governmental authorities.
With regard to industrial and infrastructure projects, we are frequently involved in all of their stages: legal structuring, tax planning, preparation and negotiation of contracts, fundraising and financing, construction and general advisement throughout the commercial operation.
Notwithstanding the permanent search for amicable solutions, sometimes litigation is inevitable. Our team is very active in disputes involved in its area of practice.
- PROJECT VEHICLE FORMATION
There are a number of alternatives to structure the project vehicle.
It can be a non-incorporated entity, such as a consortium (a very common structure in the oil and gas sector) or it can be an incorporated entity (limited liability companies, corporations). In addition to that, there are situations in which the use of investment funds is also advisable given some peculiarities of the Brazilian capital market’s regulation.
Our Firm is prepared to advise on the most adequate structure in light of the characteristics of the project, considering the source of funds and the relevant regulatory framework. We also draft and negotiate the project documents, including articles of incorporation, consortium formation agreements, investment fund by-laws, shareholders’ agreement, sponsor support agreements, and assist in all necessary aspects to register such acts before the Boards of Trade, Brazilian Securities Exchange Commission and Federal Revenue Services, as the case may be.
- PUBLIC TENDERS
We advise clients on their participation in tenders promoted by the public administration for the granting of concessions of public services, petroleum and natural gas licenses, power purchase agreements, public-private partnerships, construction contracts, and contracts for the purchase of services and goods in general.
We assist our clients in the consortium formation, in the financial and technical qualification process, in seeking clarification of tender rules, defining bid strategy, tax planning, etc.
Having worked as in-house counsels of large corporations in the infrastructure sector, our team has participated in the environmental licensing process of large industrial and infrastructure projects since their early inception.
We have experience in assisting in the preparation of environmental impact studies, in the relationship with environmental authorities, public hearings before local communities, administrative investigations, fulfillment of license requirements and other related environmental matters.
The fact that our partners have occupied important positions in infra structure companies give them a special ability to conduct the relationship with governmental bodies and its political subdivisions.
Our partners have also acted as project counsels for large state owned companies that are subject to a very special legislation. This skillset is important in advising industrial and infrastructure projects that are usually subject to a complex regulatory system.
We have experience in advising our clients with regard to their rights and duties under the applicable regulation, and we assist them in defining strategies to overcome difficulties that may affect their businesses in reason of the applicable regulation.
- FUNDING AND FINANCING
Our firm provides legal assistance in some of the largest fund raising for development of green field projects in Brazil.
We have worked in fund raising in a myriad of forms: initial public offerings, debt securities offering, bank loans (syndicated and non-syndicated), investment agreements with qualified investors (private equity funds), etc. We have been pioneers in the use of project finance structures (recourse and non-recourse).
We have experience in dealing with private banks or state owned development banks, multilateral agencies, export agencies and other similar organizations.
Our partners have been involved in some of the largest debt restructurings in Brazil.
We have great experience in providing legal advice for companies in financial distress situations and we are prepared to provide legal services in extrajudicial or in judicial debt restructurings through the judicial proceeding known in Brazil as “recuperação judicial”.
We assist lenders and investors through all levels of the capital structure. We also work for administrators of companies enduring distress situations and work-out.
Our work begins at the planning stage, when we define the contractual framework of the project and the main terms and conditions of each relevant contract.
We prepare a contractual framework that seeks to conciliate: (i) compliance with regulatory requirements; (ii) project risk allocation among the several stakeholders in accordance with the best industry practice; and (iii) the highest possible tax efficiency. We design the contractual framework to make the project bankable at the lowest financial cost in order to maximize the investment return to project sponsors.
We have intensive experience in drafting and negotiating contracts in our area of practice: stock purchase agreement, investment agreements, construction contracts (turnkey or any other type), transference of technology contracts, service or equipment supply contracts, loan agreements and related collateral agreements, equity support agreements, long term supply agreements with take or pay/ship or pay clauses, power sector agreements (power purchase and sale agreement, transmission agreements, interconnection agreements), contracts of the upstream or midstream oil and gas sector (joint operating agreements, lifting agreements, unitization agreements, gas (GNL) supply agreements, oil sale agreements, industrial leasing agreements, charter agreements, etc.
Infrastructure projects are benefited by a number of tax incentives and usually involve special tax regimes.
In addition, there are certain situations in which special tax benefits can be negotiated with tax authorities. We have in-depth experience in assisting our clients in such matters as well as in tax planning of projects.
We also conduct due diligences providing assessment of tax risks to which structured projects may be exposed. The depth and breadth of our knowledge ensures that we are able to support our clients’ business needs successfully and provide innovative tax solutions in an increasingly complex area.
Our team of lawyers work on a variety of large projects. We draft and negotiate contracts of highly complex industrial plants, power generation units, maritime drilling rigs, maritime oil and gas production units (FPSOs), transmission lines, pipelines, ports, roads, etc.
We understand the risks involved in the construction of large facilities and the methods for allocating and managing such risks. We are skilled in ensuring the appropriate allocation of risks to the party or parties best placed to manage them, ensuring that the project is bankable from a construction risk perspective. These skills make us able to identify and quantify risks for investors and lenders in projects that require an analytical approach in assessing such type of exposure.
We have extensive experience in advising on construction agreements either based on international standard forms or bespoke contracts for specific projects.
Our team work with clients during the entire construction phase of the project (including claim management), advising them about their rights and obligations before events that may occur during the construction phase. We also collaborate in the preparation for any potential dispute in connection with the project construction.
- DISPUTES AND LITIGATION
Our partners have initiated their practice in the litigation area and afterwards they extended their practice to transactions and projects.
This combined experience allows us to have an important advantage in defending our clients in disputes connected to industrial and infrastructure projects. We have wide experience not only in defending our clients in disputes in these areas, but also in negotiating amicable solutions.
We are prepared to represent our clients in administrative, judicial or arbitration proceedings. We have one of the greatest experiences in the use of mediation to resolve disputes.
- COMPLIANCE AND ANTI-BRIBERY
Upon the incorporation of international compliance and anti-bribery rules by the Brazilian law, the adoption of integrity mechanisms and compliance assessments in large corporations became a fundamental aspect of business practice.This is particularly true in the infrastructure sector due to the intense relationship with the public administration.
Being deeply involved with the infrastructure sector, we are at the core of some key compliance works with Brazilian companies. Our work comprises: (i) auditing and evaluating practices for compliance certification; (ii) internal and external investigations; (iii) company executives training; and (iv) negotiating and representing clients in leniency agreements and in administrative and judicial proceedings.
Our team includes former prosecutors and has worked on some of the most significant cases in Brazil.