Due to the wide experience of our partners representing financial institutions and corporations in Capital Markets operations, both in stock market and over-the-counter market, the firm has deep experience in consulting the applicable regulation and in the advisory focused on the structuring of debt and capital instruments.
Among these instruments, we highlight our performance in public and private issuances of promissory notes, debentures (including infrastructure debentures), shares, subscription bonus, investment funds quotas, bank credit bills and securitization operations involving, above all, real estate and agricultural business receivable certificates.
Furthermore, the office provides legal advice in going public or going private procedures and public offerings, due diligence, constitution of investment funds, acquisition of various authorizations, including those related to investment standalone managers and agents, and representation of clients in sanctioning administrative process and negotiation of terms of commitment before the Securities and Exchange Commission.
In the Banking Law practice, our firm provides advice in issues related to the National Financial System, regulatory matters and in structured financial operations, including unionized loans and projects finance. Also, we advise debt renegotiations, disposal of assets, operations with derivatives and foreign investors who wish to operate in the Brazilian market.
In addition to these services, the representation of our clients in administrative procedures before the Central Bank and the National Financial System Appeals Council, aside from the procurement of governmental licenses and granting.
We provide counselling on Brazilian Tax Law, especially in relation to the tax aspects regarding daily corporate matters, issues regarding the international financial reporting standards (“IFRS”), corporate reorganizations and tax aspects regarding the Brazilian electric power sector.
Out team also reviews tax planning structures in order to identify possible conflicts with authorities view of the matter and advises clients on how to correctly apply the legislation concerning transfer pricing and thin capitalization rules.
In the Corporate Law area, the firm provides advice in the incorporation, maintenance and closing of companies, including the elaboration of different corporate documents, such as minutes, agreements and bylaws, participation in meetings, negotiation of shareholders agreement, corporate and development governance structure and evaluation of internal procedures, compliance programs and manuals which best fit the laws, regulations and policies applicable to each client.
In addition to our performance in Corporate Law, the firm advises clients in business with third parties, focused on structuring operations of acquisition and disposal of corporate interest or assets, formation of joint ventures, partnerships, structuring of private equity and venture capital and corporate reorganizations, especially demergers, mergers, acquisitions and incorporations.
Also highlighting the performance of due diligence in such operations, with the enforcement of methodology developed by the firm for control and organization of documents and information, as well as elaboration of preliminary reports and audit end.
Our firm has sound experience in the sponsor of the interests of its clients in administrative, legal and mediation procedures, actively conducting and following up procedures in all jurisdictions, in addition to the participation in mediation procedures and client counseling on specific issues related to administrative and legal procedures in progress or not, with risks evaluation and procedural and defense strategies definition.
The firm also performs in recovery and bankruptcy procedures, with special focus on advising companies’ recovery legal procedures, both from creditors and companies under recovery.
Also highlighted is the representation of our clients in litigations involving civil responsibility, for the compensation for damages for contractual and/or non-contractual unlawful act, and in different corporate litigations involving, among other subjects, out of court or in court removal of members, exercise of the right to removal, non-compliance with members agreement, partial winding-up of companies and shares in face of companies former managers.
Our firm has a solid presence representing our clients in judicial and administrative conflicts related to Brazilian Tax Law, conducting administrative defenses regarding Tax Assessments, as well as performing strategic analysis and conducting lawsuits related to municipal, state and federal taxes.
We highlight our practice before the Administrative Tax Court of Appeals (Conselho Administrativo de Recursos Fiscais – CARF), especially in defense of assessments related to corporate income tax (IRPJ), social contribution on net profits (CSLL) and social contributions on revenue (PIS and COFINS). Our practice includes every possible instrument available to our clients’ defense.
Moreover, our practice encompasses law suits against undue tax demands or aiming to reduce tax duties, as well as the restitution of taxes unduly paid in the past.
In order to meet several demands in the scope of negotiation among our clients and third parties, our firm acts in Contract Law from the preliminary drafts to the signing of definitive contracts, with advisory in the negotiation and in the elaboration of drafts.
In this area, the contracts and deeds necessary to the structuring of securities in different corporate operations and in the financial and capital markets, franchise contracts, commercial representation, provision, leasing, rental, purchase and sale and provision of services are highlighted.
In more specific matters, we also draft confidentiality agreements and memorandum of understandings in operations involving our clients.
Our firm, in order to enable infrastructure projects and relationship between ours clients and the Public Power, advises in procedures involving balancing public and private interests and application of Public Law standards.
Our services comprise advising the exploitation of public services through granting, authorizations or permissions, follow up of activities regulated before several regulating bodies, including assistance for administrative approval procedures and related bureaucratic proceedings, elaboration and analysis of administrative contracts in general, including Public-Private Partnerships (PPPs).
Also, our specific counseling in corporate, tax and contract aspects in regulated areas, in partnership with other areas of activity of our firm are highlighted.
VBSO has a highly specialized team in Agribusiness Law, composed by professionals with highly technical qualification and practical experience, to advise complex judicial relations involving the agribusiness systems. In that context, our assistance includes, among other matters, structuring and formalization of agroindustry activities financing operations, including operations with agribusiness bonds (CPR, CDCA, LCA and CDA/WA), development and formalization of securitization structures (CRA and FIDC), analysis, review, elaboration, modeling and validation of agricultural contracts, rural partnership and lease, vertical integration according to specific law, inputs supply, contractual network and agroindustry integration, agricultural commodities purchase and sale, logistics and storage of products, byproducts and residues.
VBSO also advise the development and formalization of agribusiness commercial structures, such as barter, partnership and joint ventures, cooperation operations and mergers and acquisitions involving agribusiness entities, including legal audit, negotiation and preparation of applicable instruments, as well the issuance of memorandum, studies and legal opinion regarding themes and operations related to agribusiness legal framework.