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Mergers and



Bids, government

contracts and




. Consulting and legal counsel in matters involving municipalities, state and / or federal environmental law.

. Customer representation in administrative, judicial and arbitration proceedings involving environmental issues.

Arbitration, Conciliation and Mediation


. Consulting and legal counsel in the preparation and drafting of the arbitration clause, arbitration commitment and indication of the appropriate entity to administer the procedure.

. Filing of legal measures before the arbitration initiation and of action to conclude the arbitration commitment.

. Customer representation in arbitral proceedings in Brazil and abroad.

. Enforcement of arbitral awards.

. Customer representation in negotiations and proceedings of conciliation and mediation.

Consumer Relations


. Consulting and legal counsel in issues involving suppliers and consumers of products and services.

. Preparation and review of contracts, as well as promotional materials of advertising campaigns, based on the standards of the Consumer Protection Code.

. Customer representation in administrative proceedings before the courts in the National System of Consumer Protection, judicial and / or arbitration proceedings involving the Consumer Law.

Civil Litigation


. Customer representation in proceedings before Federal and State courts of first and second instances, as well as before the High Courts, in Brasilia, with development of memorials and performance of oral statements.



. Legal counsel in the preparation, review and negotiation of private contracts, as well as its management, involving monitoring the implementation of contracted rights and obligations, and the development (or defense) of claims.

Mergers and Acquisitions


. Legal counsel to buyers and sellers in mergers and acquisitions, including the structuring, negotiation and implementation of operations, as well as due diligence, drafting and negotiation of contractual instruments, preparation and filing of corporate documents, and other steps necessary to complete the transactions.

Real Estate


. Consulting in real estate business, such as development, construction, purchase and sale, exchange, lease, subdivisions and condominiums.

. Consulting in real estate ventures and in collateralization for investment operations, including mergers, condominiums, allotments and subdivisions of land.

Foreign Investments

Insv. Estrangeiros

. Consulting in planning and execution of foreign investment, involving obtaining registration with the Central Bank, of operations that require entry and exit of capital, such as investments, in cash or assets, opening branches or subsidiaries, profit remittances, capital repatriation and other operations.

Licitações contratos

Bids, government contracts and infrastructure

. Consulting in national and international bids, comprising: (i) analysis of the structure and legality of bidding terms and processes; (ii) preparation of schedule and checklist of documentation and proposals; (iii) elaboration of challenges and contentious measures of external control with the Federal Court of Accounts (TCU, in Portuguese) and the Judiciary; (iv) document management for qualification and proposals; (v) monitoring of the bidding procedure; and (vi) administrative, judicial and arbitral litigation.

. Consulting in public contracts, comprising: (i) preventive audit and contract management, with the manager preparation about the legal and contractual standards, with emphasis on risks and mitigation measures and institutional relations with the Public Administration and internal and external control bodies; (ii) monitoring the contract implementation by management of contractual documentation, in order to consolidate rights and credits; and (iii) drafting correspondence and various records, filing lawsuits or monitoring measures of administrative, judicial or arbitration litigation.

. Consulting on concessions, permits and public-private partnerships (PPP), comprising: (i) the design of the legal system, structure and legality of the processes of delegation or decentralization of public services, (ii) monitoring the process and the bidding procedure, and (iii) contract management.

. Consulting on tax liability, analyzing the implementation of the Fiscal Responsibility Law to public contracting.



. Consulting in issues involving legislation and regulation applicable to the mining sector.

. Consulting in obtaining or extension of licenses of research permission and in requirements of mining concession or others permissions and pertinent licenses.

. Consulting in the negotiation and drafting of option to purchase contracts, acquisition, disposal, lending and leasing of mining rights and mineral deposits, among other instruments.

. Customer representation in administrative procedures, judicial and/or arbitration proceedings involving Mining Law.

Oil & Gas

Óleo e Gás

. Legal counsel in all segments of the petroleum industry, including exploration, development, extraction, refining, distribution, marketing, import and export of oil, natural gas, LNG and by-products.

. Drafting, negotiation and risk analysis of contracts common to the sector, including concession contracts, construction, equipment supply, unitization, farm-in, joint operation agreement (JOA), distribution, provision of various services, among others.

. Advising companies on the acquisition of enterprises shares of the oil and natural gas sector, including the preparation of audit reports covering all relevant areas, preparation of contracts for purchase of shares/quotas, shareholders/quota holder agreements, among others.

. Advising in financing operations of platforms construction, refineries, power generation and other major works in the industry.

. Monitoring the legislative production of the sector, especially the possible changes in the exploit regime of oil and natural gas in the pre-salt region.

Private Equity

Private Equitily and Venture Capital

. Legal counsel to national and international investors in the constitution and participation in venture capital funds and private equity.

. Advising in fundraising, especially in the establishment of investment funds and investment vehicles abroad (feeder funds). Advisory services to institutional investors, mutual funds and investment funds in participating in the preparation of investment structures in Brazil and abroad.

. Advising on matters relating to the offering and registration of shares with the Securities and Exchange Commission of Brazil (CVM), either via public offering or public offering, with limited efforts. Advice on CVM rules and regulations applicable to private equity and venture capital issues.

. Preparation and review of all related documents to the constitution of investment funds and sale of shares to investors, including term sheet, prospectus, private placement memorandum, fund regulation, investment contracts, side letters, among others.

. Assistance in the process of investing in target companies, including preparation and review of means of acquiring ownership, shareholder agreements, guarantee instruments, among others. Counseling in receiving coinvestiments and divestment processes via sale or exchange of shares or initial public offering.

Intellectual Property

Propriedade Intelectual

. Consulting in contracts involving licensing, assignment, authorization for use or protection of intellectual property rights.

. Representing clients in administrative, judicial or arbitration involving intellectual property matters.



. Drafting of corporate documents (contracts and Articles of Association, shareholders and quota holders agreements, minutes and others), constitution and register of societies, corporate reorganization operations (transformation, fission and fusion), acquisition of companies shares (investments) and succession planning.

. Consulting on consortia development, special purpose entities (SPE), business associations ("joint ventures"), unincorporated joint venture (SCP) and related forms for the execution of works or provision of services.

. Drafting plans for corporate governance, including the structuring of corporate administration, rules of relationship with shareholders and directors' liability.

. Advising on processes of dissolution and liquidation of companies, as well as disputes between partners.

Labor and Pensions


. Consulting in all legal aspects of human resources management.

. Consulting in Labor Law (individual and collective) and Social Security Law.

. Consulting and advising on negotiations with employees and unions, including the establishment of collective bargaining agreements and in the occurrence of strike.

. Consulting in the development, implementation and negotiation of profit sharing plans or results of the company.

. Consulting on hiring of foreign workers, as well as in relation to the legal aspects relevant to the employment contract of expatriate employees.

. Acting in administrative proceedings arising from oversight bodies of labor and Social Security.

. Interface with the Labor Prosecution Office in procedures and inquiries.

. Litigation in labor matters.

Tax Law


. Preventive counseling related to rules and tax reflections of transactions and business practices of enterprises, including federal, state and municipal tax laws. Tax planning of specific and daily operations of companies.

. Obtaining tax incentives.

. Obtaining special tax regimes, subdivisions and others.

. Formulating formal queries on interpretation of tax legislation to the relevant bodies.

. Requests for administrative redress, restitution and tax compensation.

. Defense in actions and administrative proceedings.

. Litigation in tax matters, including measures for the recovery of unduly tax credits paid by companies as well as defenses in lawsuits filed by the Federal, State and Municipal Treasury.  

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@ 2016 by Volpini & Batista Advogados
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