Fagundes Pagliaro Advogados advises national and foreign clients in the area of Agribusiness. The professionals provide legal advice in structuring, negotiating and implementing operations involving the agribusiness sector, in particular:
- Legal guidance on projects involving instruments in the area of Agribusiness, such as: Rural Credit Notes (CCRs); Certificates of Agribusiness Credit Law (CDCAs); Agribusiness Commercial Notes (NCAs); Agribusiness Receivables Certificates (CRAs); And Rural Product Notes (CPRs);
- Legal advice and structuring of tax and corporate planning related to the Agribusiness area;
- Legal advice on projects involving instruments and guarantees aimed at agricultural commodities.
Fagundes Pagliaro Advogados has experience and expertise in legal advice to Brazilian and foreign clients, in matters related to the Central Bank of Brazil, in particular:
- Complete legal guidance on the legal treatment of foreign direct investments in Brazil and foreign portfolio investments in the financial and capital markets;
- Legal advice related to the conversion between different exchange modalities, such as direct investment loans and/or direct investment in portfolio investments;
- O Legal advice related to the remittance and/or or capitalization of dividends, interest on own capital and repatriation of external resources;
- O Legal advice related to the Census of Brazilian Capitals Abroad (CBE) and the Census of Foreign Capitals in Brazil (CEB).
Fagundes Pagliaro Advogados provides specialized consultancy in the areas of Compliance, Corporate Integrity, and Ethics in addition to the following:
o Diagnosis – Assessment of compliance and integrity practices adopted by the company, internal control systems, and usual practices with the goal of consolidating via technical and grounded diagnosis report, recommendations and orientations needed for organizing the practices adopted and the need for further improvements to ensure an effective Compliance and Integrity Program;
o Internal Policies – Analysis of the company’s structural context and the development of specific methodology, surveys and interviews with shareholder(s), partner(s), Board, Board of Directors, Advisories, and further leaderships for (i) verification of the internal administrative and operational procedures practiced by the company; (ii) engagement and commitment level of the company and higher-level leadership in regards to ethics and integrity; and (iii) measurement of the correspondence level of anticorruption practices in force;
o Performance of Risk Assessment of Compliance and Integrity – Survey and underlining of risks and red flags prior to structuring of a Compliance and Integrity project, focusing on the internal processes and inherent risks of the practices adopted by the company, taking into account the ecosystem wherein the company operates, including its dimension, relationship with public agents, and degree of commitment with partners, third parties and suppliers, in addition to inherent risks of anti-bribery and anticorruption practices as well as other policies in companies within the same economic group, such as conflict of interest, lobby, donations, business courtesies, suppliers, service providers, gifts, travel, etc.;
o Structuring and Implementation – Consultancy for structuring and implementation of an effective Compliance and Integrity Program, in accordance with the report(s) for diagnosis and risk assessment:
(a) Consultancy for the development of a structural policy and the implementation of a schedule for the Compliance and Integrity Program;
(b) Consultancy for the creation, structuring, and operation of Compliance and Integrity committees;
(c) Consultancy for the creation, structuring, or improvement of code(s) of ethics and conduct and integrity policies;
(d) Consultancy in the creation, structuring, or improvement of disciplinary measures applicable in cases of breach of the Compliance and Integrity Program, as well as those related to interruption or irregularities;
o Reporting Channels – Consultancy in the creation, structuring, improvement, and management of different types of reporting channels (telephone – 0800 type phone line, specific e-mail for reception of complaints, and/or a tool on the website or an external/internal portal), for reception of complaints by employees and/or third parties, in general (suppliers, service providers, general public, etc.);
o Investigation of Complaints and Frauds – Consultancy in conducting investigations and fraud complaints received through reporting channel(s) or any other means;
o Periodic Training – Consultancy and provision of services of periodic training aiming the constant updating of the Compliance and Integrity Program;
o Integrity Background Checking – Consultancy and provision of services of Integrity Background Checking services for Integrity, focusing on risks of suppliers, services providers, and third parties (appropriate procedures for contracting and, as the case may be, supervision of third parties);
o Specific Background Checking for M&A Transactions – Consultancy and provision of services specific for Background Checking in M&A Transaction, focusing on project(s) in which the company figures as acquirer of equity, facilities, relevant assets, strategic partnerships, joint ventures, and/or corporate restructurings, aimed at mitigating risks of irregularities/illegalities or the existence of vulnerabilities in the legal entities involved and/or assumption of undesirable contingencies and risks;
o Compliance and Integrity Program Certification – Consultancy and provision of services aiming at obtaining the certification of the Compliance and Integrity Program with competent public and private sectors. The certification involves an additional stage, and the company has as an objective result the possibility of obtaining a certificate attesting the adherence of the Compliance Program to international requirements (Anti-bribery: ISO 37001), Compliance Management (ISO 19600), etc.;
o Governance from the compliance perspective – Consultancy in the assessment of contractual obligations, standardization of Compliance an Integrity clauses, and disclosure of information to the capital market as a result of internal or governmental investigations and related governmental actions.
Fagundes Pagliaro Advogados has expertise in structuring, discussing and negotiating local and international contracts involving individuals or legal entities:
- Elaboration and/or analysis of contracts of the most varied types, such as service contracts, leasing, franchising, distribution, collective investment, licensing, representation, among others.
Fagundes Pagliaro Advogados has experience in Real Estate Law by advising domestic and foreign clients.
- Complete legal advice on real estate deals involving urban real estate and rural properties;
- Legal Audit: Advice on legal due diligence and audits
Real Estate Guarantees: Full legal assistance in projects involving real property guarantees (mortgage, fiduciary alienation in guarantee, etc.);
- Tax and Corporate Planning: Legal advice and structuring of tax and corporate planning related to the real estate area;
- Contracts for Construction of Real Estate Enterprises: Full legal assistance in the elaboration and negotiation of the most varied types of construction contracts, with the purpose of residential, commercial projects, plants, factories or infrastructure projects;
- Shopping Malls/Centers: Complete legal advice on real estate business involving shopping mall/centers;
- Leasing in General: Full legal assistance in projects involving the leasing of real estate;
- Built to Suit: Complete legal advice on projects involving Built to Suit;
- Locação em Geral: Assessoria jurídica completa em projetos envolvendo a locação de bens imóveis;
- Financial Operations related to real estate activity: Legal assistance in projects involving Real Estate Credit Notes (CCIs); Certificates of Real Estate Receivables – CRIs; Real Estate Credit Bills – LCIs; And Mortgage Letters – LHs.
Fagundes Pagliaro Advogados provides legal advice specialized in the corporate area. The firm has extensive experience in the most varied subjects of Corporate Law, such as:
- Corporate Reorganizations;
- Corporate planning;
- Patrimonial and succession planning;
- Constitution of all legal types of companies; statutory; Joint Ventures, Associations, Consortia, Special Purpose Companies (SPE), Societies in Participation Account (SCP) and Foundations;
- Elaboration of all types of documents and corporate acts;
- Legal advice aimed at mechanisms to mitigate risks related to the exercise of business activity and the legal positions;
- o Legal guidance in the definition of strategies in corporate disputes;
- Legal advice in arbitration proceedings.
Fagundes Pagliaro Advogados has professionals of advisory tax area working in coordination with experts of other areas, offering an integrated and efficient service and developing various activities such as:
- Permanent tax advice to individuals and companies, domestic and foreign, in the interpretation and application of federal, state and local tax rules;
- Diagnosis of tax situation (assessment of legal risks);
- Collection of tax credits;
- Analysis, structuring and implementation of tax planning;
- Tax Studies and legal opinions;
- Acting in administrative and judicial tax litigation;
- Representation of clients in administrative processes in all spheres of public administration, at the federal, state and municipal levels, including Central Bank of Brazil, Securities Commission, Federal Revenue Service of Brazil, State and Municipal Treasury Secretaries and Taxpayers’ Council;
- Audit of judicial and administrative processes to determine risks in the context of acquisition or sale of shareholdings;
- Pre-litigation counsel in the negotiation of agreements for the composition of interests to avoid the confirmation of litigation.
Fagundes Pagliaro Advogados is structured to adopt all administrative and judicial measures related to tax litigation in defense of the interests of its clients, such as:
- Performance in administrative tax litigation (cases of infraction notices) and judicial (legal measures);
- Representation of clients in administrative processes in all spheres of public administration, at the federal, state and municipal levels, including Central Bank of Brazil, Securities Commission, Federal Revenue Service of Brazil, State and Municipal Treasury Secretaries and Taxpayers Council;
- Audit of judicial and administrative processes to determine risks in the context of acquisition or sale of corporate holdings;
- Pre-litigation advisory in the negotiation of agreements for the composition of interests to avoid litigation.
Fagundes Pagliaro Advogados acts in a very active way in the area of Mergers and Acquisitions, providing comprehensive and complete legal advice to domestic and foreign clients, both on the investor side and the investees. The work of the Office comprises all legal aspects involved in such projects, in particular:
- Planning, structuring, negotiation and implementation of all types of transactions of purchase and sale, investments, barter or combination of businesses and equity and / or assets, formation of associations, joint venture or strategic alliances, as well as any form of corporate reorganization;
- Structuring and implementation of corporate reorganizations, including capturing and exploiting synergies arising from mergers and acquisitions;
- Due Diligence: Complete legal advice in legal audits for M & A projects and assembly and coordination of data room (physical or virtual);
- Full legal advice on all types of contracts necessary for the implementation of M & A projects, from the preliminary agreements (Non-Disclosure Agreement (NDA) Letter of Intent – LOI; Memorandum of Understanding – MOU; etc) to all types of definitive contracts. (Investment Contracts, Equity Purchase Agreements, Subscription Agreements, Warranty Contracts, Quota holder Agreements or Shareholder Agreements, etc.).
Fagundes Pagliaro Advogados advised national and foreign clients in Financial and Capital Markets areas. The professionals are specialized in providing legal advice in structuring, negotiating and implementing operations involving Financial and Capital Markets in particular:
- Legal advice on the structuring of investment funds in Brazil and abroad.
- Legal advice, mainly in the tax advisory area, with personalized attention focused on operations related to the Financial and Capital Markets;
- Legal advice to managers, fund managers, custodians, investment consultants, family offices, professional investors and other service providers related to asset management;
- Legal guidance in the analysis, planning and implementation of structured financial operations for private companies, banks, distribution companies, securities and exchange brokers, investment managers, insurance companies, among others.
Fagundes Pagliaro Advogados has experience and expertise in legal counsel for small, medium and large family groups, specifically in matters related to Estate and Succession Planning and Compliance. The professionals are specialized in providing legal advice in the structuring and implementation of Patrimonial and Family Planning projects, in particular:
- Complete legal guidance on the organization and structure of family assets under corporate, inheritance, tax and compliance aspects in Brazil and abroad, through the use of holding structures, investment funds, corporate operations to segregate or aggregate assets, trusts, foundations, among others;
- Legal advice in the drafting of succession projects and plans, including through the writing of wills and other applicable legal vehicles;
- Legal counsel and participation in advisory and family boards.
Fagundes Pagliaro Advogados has extensive experience in legal advice for projects involving Private Equity and Venture Capital investments, representing domestic and foreign clients:
- Complete legal advice for the realization of Private Equity and Venture Capital investments in Brazil, by national and international funds;
- Full legal assistance in legal audits for Private Equity and Venture Capital investment projects;
- Elaboration of all types of contracts required for the implementation of Private Equity and Venture Capital projects;
- Legal advice on divestment processes by Private Equity and Venture Capital funds.