MARTINS, CHAMON E FRANCO ADVOGADOS E CONSULTORES & COSTA E WAISBERG SOCIEDADE DE ADVOGADOS
MARTINS, CHAMON E FRANCO ADVOGADOS E CONSULTORES, originates from the gathering of professionals with experience in the areas of tax consultancy, tax litigation and tax planning, with the main objective of playing an advisory role in the solution and management of the day-to-day problems that occur in corporations, thus allowing for the streamlining of their businesses and operations.
COSTA E WAISBERG SOCIEDADE DE ADVOGADOS was created to meet the growing demand for customized legal services deriving from the present dynamic and internationalized structure of the market and based on a global view of business operations, always with a deep legal knowledge and the capacity to offer the best and most efficient legal solutions to its clients.
Costa, Waisberg e Tavares Paes Sociedade de Advogados is an international law Firm, associated with the tax firm Martins, Chamon e Franco Advogados e Consultores, with head office in São Paulo, Brazil and with an offices Rio de Janeiro. The Firm represents clients from various parts of the world in their global investment activities and disputes. Over time, the Firm developed and continuously broadened its areas of practice. By bringing together professionals of high caliber and experience, the Firm expanded its presence in sophisticated business litigation and arbitration (administrative and judicial, domestic and cross-border), in addition to its preventive and advisory practice. The number of lawyers and partners regards the association mentioned above.
As a direct result of their commitment to rendering high- quality, customized legal services, the firms have excelled amongst their competitors due to both the agility and dedication shown to clients by their professionals and the direct involvement of partners in all client matters, now a trademark of the firms within a context in which detailed knowledge of the clients routine and operations becomes fundamental to the rendering of quality legal services.
The firm is not only engaged in the solution of inquiries, rendering of legal opinions, and the sponsoring and handling of administrative and judicial proceedings, but also seeks to assist its clients in finding the best legal solution for tax planning, aiming to minimize their tax liability , and providing advice on strategic and business matters, covering operations such as: financial, banking, corporate, antitrust, debt restructuring, public concessions and contractual matters from the business world.
Irrespective of size, our prospective clients are, in general, corporate entities, domestic or foreign, active in diversified segments of market.
MARTINS, CHAMON E FRANCO and COSTA E WAISBERG renders services to Brazilian and international companies from the most diverse segments, such as: petrochemical, pharmaceutical, agro-business, electrical and electronic, IT, real estate, publishing, banking, telecommunications and services, logistics, investment funds, private equity and venture capital.
Main practice areas attended by MCFCW
TAXATION AREA:
Advisory Services: Continuous assistance to our clients operations in order to solve routine issues, including carrying out tax reviews with the objective of identifying and maximizing the utilization of tax credits and eliminating or reducing incidental liabilities.
Planning: Defining the ideal models for the carrying out of projects in Brazil, preparing and implementing solutions to reduce tax liability through corporate restructurings and contractual/operational adjustments.
Opinions: Opinions are prepared under the coordination of partners Natanael Martins and Mário Junqueira Franco Júnior, who have long and valuable experience in the area and a deep knowledge of tax law and practice, enabling them to assist corporate officers in strategic decision-making and relating to procedures adopted by auditors.
Administrative and judicial litigation: Defense and assistance in administrative and judicial tax cases in Federal, State and Municipal courts.
BANKING & FINANCE
Drafting and revision of contractual and instruments of credit through examining them in line with regulations and adequacy of current financial rules and financial laws, giving special attention to credit protection against default risks and regulatory contingencies.
Advising and structuring of financial transactions such as Project Finance and Trade Finance, from the beginning of the negotiations through execution all contracts and agreements linked to the financial operations, prioritizing security, including guarantees. Monitoring the progress and implementation of operations after "closing".
Advise in connection with complex and highly-structured derivatives work, including representation of insurance companies, banks, fund managers, equity investors and others in a variety of derivative products such as commodities, currency, interest rate, debt and equity products and fund-linked derivatives;
Defense in administrative proceedings before BACEN / CRSFN.
BANKRUPTCY & RESTRUCTURING
Advice and support on out-of-court corporate restructurings, including negotiations and drafting of relevant documents.
Advice on corporate reorganizations in and out of court, including the preparation of reorganization plans covered by Law 11.101/2005 (Brazilian Bankruptcy Law).
Advice and support on negotiations of acquisitions of assets of companies in reorganization proceedings.
MERGERS AND ACQUISITIONS
Advice on and structure of M&A transactions from the beginning of negotiations to closing and beyond, always making use of the technical expertise of our professionals, which goes beyond that of strategic focus and projection of risks required for major operations. Draft and analysis of contracts and agreements of operations, such as the purchase and selling of shares / stocks, confidential agreements, shareholders agreements.
Domestic and cross-border M&A transactions, LBOs, joint ventures, recapitalizations, privatizations, reverse mergers, spin-offs;
Advice and counsel in connection with negotiated acquisitions, Private Equity investments and asset purchases;
Perform due diligence review and organize Data Rooms.
CORPORATE LAW
Assistance to local and foreign investors in the definition and implementation of the appropriate legal structure for the implementation of their business activities, including structuring of corporate and family succession planning.
Assistance in corporate governance.
Draft of all legal documents and filings necessary for the incorporation/foundation/ establishment of limited liability companies, corporations, foundations, associations, consortiums, partnerships and joint ventures, and drafting of corporate documents.
Structure and implement corporate restructuring (merger, incorporation, acquisition, spin-off, takeover, carve-out) and operations for the purchase and sale of assets or corporate interest, including due diligence.
Structure investment funds, such as FIPs and FIDCs, in order to implement corporate and financial transactions.
ANTITRUST
Draft appropriate merger defense in administrative proceedings cartel, predatory pricing etc, before the appropriate regulatory body.
CONCESSIONS
Advice and support of the participation of our clients in public bidding procedures. Our services include: examination of bids, analysis and drafting of documentation and negotiation of consortium contracts.
LITIGATION
Legal representation of clients in claims throughout the country dealing, with particular:
· matters of banking law, including executions, collections, real estate-related claims and class actions;
· contractual terminations in general;
· antitrust law, including annulment of administrative decisions and compensation proceedings based on Law 8.884/94;
· cases pursuing losses and damages based on contractual and tort liability;
· complex corporate litigation.
PARALEGAL
The firm offers paralegal services, paralegals being professionals who assist and expedite the work of lawyers. To this end, they offer, with agility and competence, public services such as; the opening and closure of companies and small businesses, a companies' tax registration, certificates proving creditworthiness, real estate documents, among other services.
CONTRACTUAL
Advise, assistance, structure, draft, negotiate and analyze contracts and arrangements related to business activities in general, of a domestic or cross-bord nature, such as the purchase and sale of assets, EPCs, O&Ms, commercial representation, rendering of services, collateral, distribution, leasing, credit facility, loans, intellectual property, use and transfer of trademarks and technology.
Drafting of legal instruments to support real estate transactions such as sale, purchase, lease, rent, exchange, donation, payment in kind, constitution of guarantees.
RISK MITIGATION MATTERS - INSURANCE, CORPORATE IMAGE MANAGEMENT
Advice and counsel relating to regulatory, commercial and financing matters in the insurance area, including overall risk mitigation analysis and representation before regulatory agencies and in Court;
Counseling companies in risk mitigation matters, including political risk, kidnap and ransom (K&R), product extortion risk, risk of protection of commercial name and Internet domain, risk involving personal security of directors, officers and employees, matters regarding Immigration, risk to corporate image and preventive corporate governance.
ANTI-CORRUPTION, "WHITE-COLLAR" AND ETHICS
Civil representation of clients (individuals and corporate) in connection with domestic and international investigations and litigation involving a variety of matters, such as price fixing, ethics, bribing of government employees, inflating earnings, maintenance of false records, securities fraud, overall corruption and money laundering.
Review and analysis of corporate internal compliance procedures for possible recommendations.
Training in connection with compliance matters and anti-corruption practices.
Conduct internal corporate investigations, on a preventative manner or based on particular concerns, with the suggestion of investigation protocols and implementation of investigative procedures, all in a confidential manner.
Advice and counsel in connection with whistle-blower programs and liability.
Recommendation and review of internal compliance policies and procedures, and audits in connection with such programs.
Anti-corruption risk assessment in the context of business transactions or as a stand-alone matter;
Structuring and implementation of compliance programs.
PRIVATE CLIENTS - FAMILY MATTERS, ESTATE PLANNING AND WEALTH MANAGEMENT
The Firm renders services to its individual high-net-worth clients in the areas of tax, corporate, Trusts and Estates (domestic or international), succession planning, advice in the acquisition and divestiture of assets, drafting and enforcement of wills, succession planning of family businesses, and other services that these clients may require;
Professionals at the Firm render services relating to Estate and Probate matters, including judicial enforcements of wills and other documents.
AVIATION
The Firm renders services to international aviation insurers, equipment manufacturers, airport operators, airlines and other aviation-related enterprises, as well as pilots, in matters of various nature, such as multi-jurisdictional accident investigations, claims and litigation, both domestic as well as foreign;
In addition, the Firm is involved in advising its clients in the negotiation and drafting of contracts of various sorts involving the acquisition, financing and maintenance of aircrafts, parts and equipments and representation of clients before regulatory entities;
Professionals at the Firm have longstanding experience in sophisticated leasing operations in the US, Europe and Japan (double dip) and similar transactions in Brazil.
FOREIGN INVESTMENT AND EXCHANGE CONTROL
General advice and assistance regarding the exchange control in Brazil, planning and studying options in order to register foreign investments in Brazil, as well as remittances of profits and repatriation of capital.
Registration with the Brazilian Central Bank of the foreign investments, including but not limited to, foreign investments in currency or assets, foreign loans, debt-to-equity conversions, remittance of profits, interest on net equity, international conveyance of shares or others assets, financed importation of goods, sale of corporate interest and corporate restructuring.
Administrative proceedings before the Brazilian Central Bank and the Council of the National Financial Resources System.
ARBITRATION
Advice and support in arbitration proceedings in various areas of activities and in different phases of the arbitration proceeding, as attorneys-of-record and legal experts.
Activities in both local and foreign arbitration courts. Participation in arbitration proceedings as arbitrators.
NOT-FOR-PROFITS (THIRD SECTOR), THE ARTS AND SPORTS
Advice to not-for-profit organizations in all areas, including incorporation of NGO entities, particular risk management, asset protection, trademark and domain name protection, global restructuring, joint ventures, immigration, and governance;
Advice in the structuring, implementation and commercialization of art projects;
Legal advice relating to the management of sport clubs and joint ventures between these clubs and domestic or international investors;
Advice about sponsorship issues and licensing of trademarks for sports entities;
Advice on art contracts in general (shows, films, representation/agency, and television).
ENERGY & NATURAL RESOURCES
Oil & Gas: Advice and drafting of relevant documents referring to research, exploration, production, refining and transportation of oil and natural gas and related financing activities;
Power: The Firm represents clients in the power sector in the areas of generation, distribution and transmission, encompassing advice in all aspects of project development and implementation (pre- and post-constructions, financing, operation);
REAL ESTATE:
Advice and drafting of legal instruments to support real estate transactions such as construction, financing, sale, purchase, lease, rent, exchange, donation, payment in kind, constitution of guarantees;
A list of clients is available upon request.