Corporate.

Privacy Policy

The privacy policy of the Website owned by Braz Coelho Veras Lessa Bueno Advogados was developed under the following standards:

Confidentiality

By submitting any personal information, the user agrees to the privacy policy of this Site.

Any information sent by users of this Website will be protected in accordance with strict confidentiality standards and will only be used for the purposes for which it was collected. We do not disclose information that could identify users to third parties. Access to the information received is restricted only to authorized members of Braz Coelho Veras Lessa Bueno Advogados.

However, any type of information sent to Braz Coelho Veras Lessa Bueno Advogados via electronic mail, available on the Website, will not be treated as confidential. Communications made with Braz Coelho Veras Lessa Bueno Advogados also via electronic mail will not constitute a client-lawyer relationship.

Braz Coelho Veras Lessa Bueno Advogados also undertakes not to sell, rent or pass on your information to third parties. The only exception is in cases where this information is required by law.

Third Party Information

The Braz Coelho Veras Lessa Bueno Advogados website contains links to external websites. Braz Coelho Veras Lessa Bueno Advogados is not responsible for information published on other websites, to which this Site contains links.

Cookies

The Braz Coelho Veras Lessa Bueno Advogados website does not use “cookies” to collect personal or navigation information. Our providers may, however, collect generic data for purely statistical purposes (Google Analytics, for example).

Terms of Use

These Terms of Use (“Terms”) regulate your relationship with Braz Coelho Veras Lessa Bueno Advogados when you use the website www.bcvl.com.br (the “Site”), and detail under what circumstances and for what purposes we use your information when you interact with the Site. These Terms do not apply to any third parties, including social media such as Facebook, Instagram and YouTube, even if you use such media to connect with us, and you should always be aware of the terms and policies applicable to any third-party websites or platforms that you visit.

• The Site is provided for informational purposes and should not be interpreted as advertising material or for the purpose of attracting customers. The Site is not a platform for selling services, and you will not be able to register or purchase services through the Site.
• The information provided on the Site is for informational purposes only, and should not be considered legal recommendations, legal opinions, or any type of consultancy. Your use of the Site does not create a legal relationship between you and Braz Coelho Veras Lessa Bueno Advogados.
• The information and texts provided on the Site are produced by members of Braz Coelho Veras Lessa Bueno Advogados or obtained from sources believed to be reliable. The information and content of the external links indicated on this website are not the responsibility of Braz Coelho Veras Lessa Bueno Advogados. The features offered on the Site do not guarantee the quality, authenticity or integrity of the information provided. Therefore, you must check the veracity of the information obtained on the Site and take all necessary measures to protect yourself from harm.
• Braz Coelho Veras Lessa Bueno Advogados reserves the right to improve, correct and update the information provided on the website. Braz Coelho Veras Lessa Bueno is exempt, to the greatest extent permitted by applicable legislation, for any damages resulting from the use of the website, equipment failure, connection, data transmission, errors, interruptions, delay in its operation, computer viruses, failures in the telecommunications system or connection provider, as well as any incompatibility between the Site and its files or browser.
• You agree to use the Site in good faith and respecting the purely informative purpose of the content available. You may not use the Site in any way that may impair its operation, including, but not limited to, attempts to introduce malicious code, denial of service attacks, or abuse of any defect or error in the Site.
• All content available on the Site is the sole and exclusive property of Braz Coelho Veras Lessa Bueno Advogados or has been duly licensed to Braz Coelho Veras Lessa Bueno Advogados. These Terms do not grant any license or assignment of intellectual property rights, and you are not authorized to reproduce any part of the Site or its content, under penalty of sanctions provided for by applicable legislation.
• We may update these Terms at any time. When we do so, we will include a notice at the top of this page and, if the changes are substantial, on the Site’s home page.

Corporate and M&A

The Corporate and M&A sector is involved in sophisticated cases of mergers and acquisitions, reorganizations, and corporate structuring.

Our team advises both publicly traded companies listed on stock exchanges and privately held companies.

We draft highly complex corporate contracts and commercial contracts between national and foreign groups that aim to invest in Brazil or abroad.

Our services

The law firm’s activities include full legal advice in the main corporate and corporate segments, representing our clients during all phases of national and international negotiations, as well as throughout the company’s business cycle.

Consultancy

• Legal advice in M&A transactions involving all stages of the process:

1. Preparation
   • Understanding the company’s objectives and needs.
   • Critical review and validation of the company’s commercial transaction, financial projections, cash flow, acceptable levels of debt and equitythat can be borne, and the availability and return expected by the
   • Analysis of appropriate corporate structure models.
   • Investment Case structuring.
   • Preparation of market materials (NDA, blind teaser, Investment Book, among others).
2. Roadshow
   • Market approach.
   • Contact with potential investors;
   • Definition of the structure of Non-Binding Offers (NBO).
   • Analysis and review of NBOs.
3. Due Diligence
   • Creation of a data room and organization of all transaction document
   • Monitoring the entire audit process (technical, regulatory, financial, accounting, etc.).
4. Contract negotiation
   • Quota Purchase Agreements (QPA) or Share Purchase Agreement (SPA), in cases of total or partial acquisition of equity interest.
   • Quota Subscription Agreement (QSA) or Share Subscription Agreement (SSA), in processes where the participation of the new partner is accepted through subscription and payment of new quotas or shares issued by the company;
   • Asset Purchase Agreement (APA), in case of direct acquisition of assets.
5. Closing
   • Drafting or reviewing resignation documents for current managers.
   • Sending debt clearance certificates for the company.
   • Execution of documents to set the price.
   • Changing shareholdings in the records and share transfer books.
6. Post-closing
   • Registration of changes (Corporate Taxpayers Register – CNPJ; Social Security Institute – INSS; Severance Fund – FGTS;).
   • Adoption of necessary measures to close the transaction.

• Organization of consortia and joint ventures.
• Calling and holding Annual and Special Shareholders’ Meetings.
• Drafting, reviewing and negotiating articles of association and bylaws, shareholder agreements, contractual amendments, inclusion and removal of partners, increase and reduction of capital, for small and large companies.

Dispute Resolution

• National and international arbitration proceedings, dispute boards and mediations involving organizations and complex corporate structures.
• Judicial and administrative proceedings related to corporate matters, shareholder agreements, representing majority and minority shareholders in several corporate matters.

Capital Market

In addition to the expertise of the other areas, the Corporate, M&A, and Business Department develops innovative operations in the capital markets and public offerings in local and international markets.

Our law firm provides a practical service focused on commercial interests, and always aiming to bring the best level of security to the transaction.

Our services

Consultancy

• Advice on the issuance of bonds and securities such as shares, debentures, American Depositary Receipts (ADRs), Brazilian Depositary Receipts (BDRs), commercial papers, bonds, and notes.
• National and international credit, foreign exchange and derivative transactions, investments, swap contracts, options and futures, debt restructuring, receivables securitization, and project finance, in addition to other transactions carried out in stock exchanges, commodities and futures exchanges, and over-the-counter markets.
• IPOs and delisting processes, and offers for acquisition of control, takeovers, and the purchase of equity interests in publicly traded companies.

Dispute Resolution

• National and international arbitration proceedings involving transactions, public offerings, and financing transactions.
• Judicial and administrative proceedings related to regulatory issues, the purchase and sale of shares, and the interests of shareholders and investors.

Investment Funds and Asset Management

In such a specific niche, our law firm provides comprehensive advice focused on developing creative solutions and creating bold and innovative investment structures.

The office’s multidisciplinary team causes the results to always be the greatest possible level of security for the operation in question, with an analysis that ranges from the legal and regulatory aspect, through corporate governance and antitrust, to the commercial aspects and consequences of the transaction to be carried out.

Our services

Consultancy

• Structuring an array of investment funds, such as equity funds, multimarket funds, Private Equity, Hedge Funds, participation funds (FIPs), standard and non-standard credit rights investment funds (FIDCs), real estate investment funds (FIIs) and infrastructure investment funds (FIP-IE).
• Multidisciplinary and cross jurisdictional advice on Foreign Direct Investment (FDI) transactions, comprising the full management of the investment or disinvestment process, seeking the most efficient structure for the clients’ deals, and carrying out due diligence processes to evaluate potential businesses.
• Advice on regulatory and tax aspects of asset management, including registration of securities portfolio managers with the Brazilian Securities and Exchange Commission (CVM).

 Dispute Resolution

• Domestic and international arbitration proceedings involving the protection of the interests of investment funds, with cases involving the enforcement of foreign and cross–jurisdiction laws.
• Judicial and administrative proceedings involving investment funds related to the regulatory activities of CVM, the Central Bank of Brazil (BACEN), as well as legal disputes involving credit transaction, the purchase and sale of shares, IPOs and M&As.

Corporate Governance

More than ever, the search for excellence and transparency in corporate relations is a priority for companies. The high risk of inspection and imposition of audits by regulatory bodies in Brazil and around the world requires companies to meet a high level of corporate governance.

The office’s business expertise allows this level of excellence in business relationships to be achieved. From implementing governance programs to complying with state requirements, the office provides bold and effective solutions so that the highest degree of governance is achieved.

The Department also assists in meeting contractual determinations and obligations as a result of investigations or legal determinations, in addition to representing companies and executives in criminal and administrative proceedings and award-winning collaborations, providing security to its clients, having represented executives in high positions in multinational companies.

Our services

Advisory

• Review and structuring of risk and damage containment programs and plans;
• Advice on the development of corporate governance programs in companies of all sizes;
• Advice in complying with determinations from regulatory bodies regarding corporate governance and assessment of legal and contractual obligations;
• Advice on meeting the requirements for disclosing information to the capital market.

 Dispute Resolution

• Performance in national and international arbitrations, arising from contracts and negotiations involving compliance with corporate governance criteria.
• Performance in judicial and administrative, criminal and civil proceedings, as well as award-winning collaborations, representing companies and executives as a result of internal or government investigations and related government actions.

Intellectual Property

Often being a company’s most precious asset, the office team not only provides specialized service aimed at protecting its clients’ intellectual property, but also fulfilling the protection already provided to companies.

Our intellectual property specialists have worked on leading cases to protect our clients’ brands, patents, industrial designs and copyrights.

The office team brings not only legal expertise, but also market and action before the INPI, always aiming to achieve the objective of protecting our clients’ intellectual property.

We bring a range of services aimed at the protection, operation, supervision and judicial action of all forms of Intellectual Property – patents, trademarks, copyrights, commercial secrets, industrial designs, domain names, franchising, em>e-commerce, entertainment, among others.

Our experience also covers a wide range of industry and technology sectors, such as electrical and computing technology, industrial computing, consumer products, biotechnology, pharmaceuticals and chemicals.

Our services

The office’s work in the protection of intellectual property includes complete legal advice in administrative and judicial, advisory and litigation areas, in all types of intellectual property, be it trademark, patent, industrial design or copyright.

Advisory

• Advice and analysis of possibilities for registering brands and patents, preparation of documents and opinions on the risks and chances of success before national and international regulatory bodies.
• Registration of brands, domain names, software, patents and industrial designs.
• Advice on due diligence procedures involving intellectual property assets.
• Preparation and negotiation of technology transfer contracts.

 Dispute Resolution

• Performance in national and international arbitrations, involving the protection of our clients’ intellectual property in arbitrations in chambers of commerce such as the World Intellectual Property Organization.
• Performance in judicial and administrative proceedings within the scope of INPI and WIPO, in the area of ​​intellectual property registration, as well as in the search for the enforcement of already protected rights.

Debt Restructuring, Judicial Reorganization, and Bankruptcy

BCVL is also actively involved in debt restructuring procedures, judicial reorganization, and bankruptcy, employing creative and aggressive strategies in favor of its clients, both for the equalization of liabilities and for the collection of credits.

We advise companies that need restructuring to achieve a competitive position in the market. The expertise of the BCVL team allows for debt restructuring, negotiations with creditors and possible legal measures to be carried out in the most effective way for the company.

At the same time, we seek to enforce the rights of creditors aiming to recover their credit from companies facing financial difficulties or judicial reorganizations.

Furthermore, the BCVL team also provides services to national and international investors seeking business and financing opportunities, DIP Financing and purchasing credits from creditors under judicial reorganization and bankrupt creditors.

Our services

Consultancy

• Advice to creditors in out-of-court negotiations to collect credits from debtors.
• Preparation and review of judicial reorganization plans, debt restructuring, and assistance in obtaining financing.
• Legal opinions on Brazilian bankruptcy legislation, judicial reorganization processes, extrajudicial reorganization, insolvency, and bankruptcy.

 Dispute Resolution

• Protection of the interests of creditors in judicial and extrajudicial reorganizations and bankruptcy, and participation in creditor committees.
• Protection of the interests of companies in judicial reorganizations and bankruptcy proceedings, preparing judicial reorganization plans, and monitoring the entire reorganization and bankruptcy procedure.

Corporate Contracts

Our team has the expertise and understanding of the market to identify potential risks of the transactions, guide the client, and negotiate with the other party as necessary.

We provide advice to our clients on how to identify possible gaps and avoid risks in an array of transactions, working in the most responsible and mindful way to prevent the negotiation from becoming too onerous or lengthy.

Our services

Consultancy

• Advice on the drafting and negotiation of business contracts, such as purchase, partnership, lease, real estate development, dealership agreement, built-to-suit lease, factoring, franchising, know-how transfer, engineering, swap, capitalization, agency, transportation, deposit, consortium, insurance, intellectual property use licenses, and trust contracts.
• Reviewing and drafting legal opinions on contracts and specific clauses to be signed by our clients, always striving to provide the best service and secure their interests.

Dispute Resolution

• National and international arbitration proceedings derived from negotiations involving our clients under the most diverse applicable laws and in cases involving more than one jurisdiction.
• Lawsuits to review and terminate contracts, as well as the enforcement of executed contracts.

Foreign Trade

Our firm represents clients worldwide in an array of foreign trade-related matters, providing a unique and high-quality service even in the most complex cases involving cross-jurisdiction and different applicable laws.

Our clients are present in the major and most important economic sectors, including construction, technology, sports, entertainment, and Oil & Gas companies, in addition to commodity importers and exporters.

BCVL Advogados’ expertise comes from litigations and operations in the US, China, Germany, France, England, Israel, South Africa, Colombia, Peru, Venezuela, and Argentina.

Our firm is a member of the International Chamber of Commerce (ICC), and some of its lawyers are leading task forces specifically related to contracts and foreign trade relations.

The Corporate, M&A, and Business team, responsible for foreign trade matters, provides legal strategies that reflect public policies and government relations, which are crucial for the success of international transactions.

Our services

Consultancy

• We provide advice to our clients during all stages of international transactions, from negotiating and drafting the contract to obtaining licenses and documents required to import and export goods and services.
• We provide advice to clients regarding import and export financing, drafting and analyzing Advance on Exchange Contracts (ACC), Advance on Foreign Exchange Delivered (ACE), Export Notes, Commercial Papers, Buyer’s and Supplier’s Credit, export securitization, exchange transactions, future exchange contracts, future sale contracts, letters of credit, etc.
• We develop and analyze transactions considering national policies on imports and exports, drawback, taxes, contributions, and fees payable, and we create strategies to reduce the burden of the transactions for the clients.
• We draft contracts based on the main international trade conventions and treaties, such as Mercosur, the United Nations Convention on Contracts for the International Sale of Goods (CISG), INCOTERMS, etc.
• We provide advice for all types of commercial transactions within Mercosur, analyzing the compliance of goods with the Mercosur Common Nomenclature (NCM) and the bonds.
• We help clients choose the best INCOTERMS to be used and to select the required customs tariffs and documents.
• We advise clients by providing analyses and legal opinions on any possible litigation that may arise from international trade contracts or any commercial activity in a foreign territory.

 Dispute Resolution

• National and international arbitration proceedings derived from foreign trade-related contracts and negotiations, with different applicable laws and in cross-jurisdiction cases.
• Lawsuits to review and terminate contracts, as well as the enforcement of executed contracts.
• Representation of clients during all stages of national and international litigation.

Mining

The firm’s Corporate Department is renowned for combining legal knowledge and practical insight to assist its clients in the development of activities related to the mining sector.

Our Mining team has technical expertise in the main segments of the sector, encompassing advisory work to assist with preliminary mining studies, as well as advice on the legal structure for the regularization of processing plants, extraction, mineral trade, and national and international contracts.

Our services

The firm’s work includes comprehensive legal advice in the main segments of the Mining sector (exploration and production), comprising issues related to concession, authorization, licensing and permission for mineral research/production, marketing, import and export of minerals.

Consulting and Projects

• Assistance in all phases of bidding processes for the granting mining concessions, including the analysis of and objection to public notices, requests for clarification, legal qualification, development of proposals, and drafting of administrative appeals;
• Drafting and analyzing the mining sector’s usual contracts, including Mineral Research Authorization, Mining Authorization, Assignment Contract, Mineral Lease Contract, Mining Easement Commitment, Joint Mining Contract, Mining Right Purchase Option Contract, as well as corporate transactions involving the sector, such as the formation of joint ventures and legal due diligences, among others;
• Legal advice on project finance operations, debt structuring (FIDC, debentures, BNDES, FDNE/FDA/FCO, FAT, FINISA, and NP for projects to develop mining processing plants, steel mills, and other complex mining projects.
• Monitoring the performance of concession contracts, providing advice on issues such as sanctions, extensions, and contract amendments, under the terms of the Mining Code;
• Legal advice on the legislation and regulatory regime of the mining sector.