CORPORATE LAW AND M&ACAMMAROTA & ABREU
focuses on the advice to national and foreign clients, in their most complex transactions, through innovative structures to simplify the corporate businesses.
The clients benefit from our vast expertise in all corporate matters, including:
* Advise in the incorporation of legal entities, formation of associations, consortiums and partnerships and joint ventures for the implementation of commercial transactions and development of businesses.
* Representation of partners, shareholders and investors in shareholders’ and partners’ meetings.
* Structuring of corporate transactions and drafting of related documents, advice in all corporate matters such as the planning and implementation of corporate restructurings, mergers, acquisitions, venture capital and private equity investment, spin-offs, transformation and liquidation of legal entities, purchase and sale of corporate interest and commercial assets, investment agreements.
* Advise in matters related to corporate governance and legal assistance to shareholders, Boards of Directors, Audit Committees and Tax Committees.
* Advise in succession planning and professionalization of family-owned companies.
* Legal Due Diligence with the identification of potential contingencies, as well as possible solutions to mitigate or solve them.
* Advise in the implementation of associations and foundations and projects related to the third sector.
COMPLIANCE AND CORPORATE ETHICS
The areas of compliance and corporate ethics have become essential in the current business environment. The existence of internal conduct rules, in addition to policies and procedures that indicate the expected behaviour from all members is mandatory in any business segment.
With that in mind, CAMMAROTA & ABREU
aims at building a long-term relationship with its clients, with the purposes of understanding their needs, their business dynamics, the values, and the commitment of the administrators to, based on an individualized risk assessment, present the most adequate solutions for each case.
In the area of compliance and corporate ethics, our services include:
* Consultancy services in matters involving compliance and corporate ethics.
* Risk analysis, development, enhancement and audit of compliance programs, including for the purposes of certifications such as ISO 37.000, DSC 10.000 and Pró-Ética.
* Legal Due Diligence.
* Internal investigations, including the review of documents and conduction of interviews.
* Compliance training.
* Defence in administrative proceedings.
* Negotiation of leniency agreements.
* Advice and legal assistance to Independent Committees and Investigation Committees.
In the carry out of anticorruption due diligence services, our work allows the client to identify potential risks to which it may be exposed, and perform the required analysis to address such risks, as well as indicate the appropriate mitigation measures.
Such services include:
* Background check and media search, to identify the level of risk involved in each hiring.
* Analysis of codes, policies and procedures, as well as the evaluation of the effectiveness of corporate integrity programs.
* Executive interviewing with the purposes of confirming the effective implementation of policies and procedures.
TAX LAWBrazilian Tax Law is complex and is under constant and periodic change. Such fact imposes to the individuals and legal entities difficulties when analysing the tax effects of their transactions.
CAMMAROTA & ABREU counts with solid expertise in the legal advice, both in consulting and litigation, with respect to Tax Law. Our services include:
* Consultancy and advice in tax law matters, in all issues involving taxes and contributions in the municipal, state and federal spheres.
* Consultancy and advice in tax law matters to individuals and legal entities regarding administrative and judicial proceedings.
* Advice in the structuring of projects and transactions of corporate restructuring, and other corporate transactions, such as purchase and sale, partnerships and joint ventures.
* Analysis of tax rules and tax procedures adopted by the companies, including the for purposes of identifying potential contingencies resulting from such procedures.
* Negotiation on behalf of clients of tax benefits or favoured tax regimens for the implementation and development of industrial projects or other investments in Brazilian States and Municipalities.
CONTRACTSCAMMAROTA & ABREU
also advises its clients in the drafting and negotiation of contracts. Our members assist clients with the business-oriented view, aiming at achieving the best legal structure to enable the implementation of businesses with legal certainty. Among the activities we may highlight the following:
* Drafting, legal advice and negotiation of civil and commercial contracts, both national and international, such as purchase and sale, service provision, supply, distribution, agency, commercial representation, aiming at structuring and organizing the daily operations of the company.
* Analysis of legal provisions, as well as drafting of legal opinions regarding contracts and their provisions.
* Drafting, legal advice and negotiation of contracts related to intellectual property rights, such as technology transfer, partnerships for the productive development (Parceira para o Desenvolvimento Produtivo - “PDP”), licensing agreements, among others.
The antitrust practice of CAMMAROTA & ABREU
combines a vast expertise in complex corporate transactions and a sophisticated litigation practice. We have experience in all types of procedures before the Brazilian Antitrust Authorities, including:
* Representation of our clients in merger filings before the Administrative Council for Economic Defence (Conselho Administrativo de Defesa Econômica – “CADE”).
* Representation in third party oppositions regarding merger filings being analysed by CADE.
* Representation of our clients in litigation involving competition matters.
* Representation of our clients in investigations for potential violations of the economic order, such as cartels and related administrative proceedings.
* Advice in corporate transactions with the purpose to mitigate competition and antitrust risks.
* Negotiation of leniency agreements.
DATA PROTECTIONBased on training and certifications obtained abroad, regarding the European General Data Protection Regulation (GDPR), our practice in the area of Data Protection is prepared to assist our clients in all matters related to the protection of personal data, including:
* Legal advice in the risk assessment and adaptation of legal entities to the requirements of the Brazilian General Law on Data Protection– LGPD.
* Development of compliance programs with respect to the LGPD, including the drafting of policies and procedures, training and internal release materials.
* Analysis and drafting of agreements.
* Legal advice in the definition of the procedures for the implementation of international data transfer among the various entities involved, in any type of treatment of personal data, such as collection, processing or transfer of data.
ADMINISTRATIVE AND REGULATORY LAWCAMMAROTA & ABREU
also acts advising consulting and litigation cases involving Administrative and Regulatory Law.
Our professionals have extensive experience in the adoption of strategies required for a full and regular relationship with public entities, that includes, among other services:
* Assistance and advice in the participation in public biding proceedings for the granting of concessions, from the inception of the Project and incorporation of the consortium or special purpose entity until the structuring and presentation of the proposal, in addition to the negotiation of agreements with the Public entities.
* Follow up on the exploitation of public services and concessions, and advice regarding the rules and regulations enacted by the regulatory agencies, such as: Brazilian Telecommunications Agency – ANATEL, Brazilian Electric Energy Agency – ANEEL; and Brazilian Oil Agency - ANP, National Water Agency - ANA ; National Ground Transportation – ANTT, National Fluvial Transportation – ANTAQ, National Agency of Sanitary Surveillance - ANVISA and National Health Agency ANS.
* Proposition of legal measures that involve all the areas of Administrative Law, in addition to the defence of our clients in civil actions regarding the Brazilian Improbity Law.
(Português) DIREITO TRABALHISTA(Português) *Assessoramento jurídico preventivo para departamentos de RH, incluindo a elaboração e avaliação de contratos de trabalho, pacotes de benefícios e remuneração variável, planos de incentivo atrelado a ações, e aplicação de justa causa.
*Assessoria e condução de processos de terceirização, além de auditoria de carteiras já terceirizadas.
*Análise e avaliação de documentação quanto ao cumprimento da legislação em vigor (Normas Regulamentadoras – NRs).
*Representação em processos judiciais e administrativos relacionados à aplicação das normas trabalhistas.
*Representação de empresas em negociações sindicais e dissídios coletivos, com participação em mesas-redondas e comissões de conciliação, elaboração de acordos e convenções coletivas e assessoria em assembleias sindicais.
*Elaboração de estudos e pareceres sobre temas de direito do trabalho.
*Representação de empresas perante a Secretaria do Trabalho e Ministério Público do Trabalho, na condução de defesa de Autos de Infração e Procedimentos Investigatórios, respectivamente.
*Auditoria e avaliação de passivos trabalhistas em processos de compra e venda de empresas.