TozziniFreire is one of Latin America's leading full-service law firms. Acting for domestic and international clients, the firm advises in all corporate practice areas, including litigation, arbitration, consultation and other transactions. TozziniFreire has played a key role in some of the most significant transactions in the Brazilian market. Its most relevant areas of expertise include: Corporate Law; M&A - Mergers and Acquisitions; Capital Markets; Banking and Finance Law; Antitrust; Infrastructure and Real State Law.
Innovative and secure legal solutions are the basis of its practice. With national coverage and fully-owned offices in several cities in Brazil, and also an office in New York, TozziniFreire sees itself as one cohesive entity and act accordingly, operating as a one-firm resource and guaranteeing its clients outstanding services across the board.
The firm's client base is wide and it gives special focus and orientation to its client's specific industry sectors in order to deliver the most efficient responses applicable to their own markets. This industry orientation is segmented throughout several industry groups including: agribusiness; automotive; bioenergy/ethanol; climate change and carbon market; energy; engineering and construction; infrastructure; insurance/reinsurance; life sciences; logistics; media and entertainment; mining; Oil & Gas; telecommunications /IT sectors; timberland investment; water and sewage.
Within its Practice Areas TozziniFreire provides the following services:
The administrative law practice specializes in public procurement proceedings as well as contractual, regulatory, and tax-liability disputes arising between private sector businesses and government entities or state-owned companies.
The firm's professionals possess broad experience in assisting clients at all stages of the public procurement process, negotiating government agreements, and resolving disputes arising from the performance of these agreements.
Since the 1990s, activity in the private sector has rapidly increased. Its administrative law practice has met the demand for guidance in industries previously barred from the public arena, and regularly advises clients on matters involving the privatization of state-owned companies and infrastructure such as ports, toll-roads, railways, and airports. In addition, the administrative law practice has significant experience interfacing on a range of matters with regulatory agencies, as well as monitoring and oversight bodies such as the Brazilian Audit Court.
Their professionals also assist in the development of projects with Brazilian public authorities in connection with invitations to bid, structuring of the privatization processes, and preparation and drafting of public-private partnership agreements.
Led by partners José Regazzini and Marcelo Calliari, a former commissioner of the Administrative Economic Defense Council (CADE), the Brazilian Competition Commission, TozziniFreire's antitrust practice has a long history representing clients in antitrust cases and government-initiated investigations of anticompetitive practices, earning it a reputation as one of the most active practices of its kind in Brazil.
The professionals regularly advise clients on merger reviews and have broad experience both defending companies facing antitrust litigation as well as initiating antitrust prosecutions to protect the interests of the clients, including negotiation of leniency agreements and cease commitment agreements before the antitrust authority.
The capable professionals also provide customized compliance programs to prevent antitrust rule violations. The antitrust practice has been and is currently involved in numerous transnational matters that require notification in Brazil. Maintaining close relationships with foreign law firms and companies, the firm's professionals are prepared to provide international law firms with the necessary assistance in Brazil.
Noted for their strong presence in Brazil and abroad, the professionals in TozziniFreire's antitrust practice are regularly invited to speak at conferences and events, and are published frequently on a wide range of antitrust topics.
Frequently called on to manage Brazil's most significant cases, TozziniFreire has emerged as a leader in the arbitration sector. Its professionals have broad experience in all aspects of arbitration, from ad hoc to institutional arbitration processes. The arbitration group regularly serves as arbitrators, mediators and experts in international disputes in M&A, capital markets, insurance, construction, and energy, among other areas.
TozziniFreire's multidisciplinary Asset Planning team includes professionals with experience in Family Law, Corporate Law and Tax Law, ready to offer multiple alternatives for its clients' asset planning needs.
The services include estate protection, allocation of assets among heirs, reduction of tax liability in succession or alienation and other assistance.
The firm also maintains relationships with several international banks specializing in private wealth management, providing its clients with the fullest range of alternatives to address their particular circumstances.
BANKING & FINANCE
TozziniFreire's long history of representing local and international financial institutions in the negotiation and execution of loan agreements provides its banking practice with extensive knowledge in structuring all types of complex corporate finance transactions. In addition, their highly qualified professionals regularly advise clients on commercial transactions designed to finance imports and exports, such as pre-export financing and securitization of receivables.
As a leading advisor to those participating in the reorganization of the Brazilian banking industry, the firm assists international banks in setting up their Brazilian operations, as well as local banks in their relationships with foreign partners. The professionals also advise clients on compliance with the rules and regulations issued by the Central Bank of Brazil.
The professionals in the Capital Markets group offer clients extensive experience in handling the placement of securities in both domestic and international markets. Working in association with foreign partners, TozziniFreire facilitates the placement of financial instruments outside Brazil (e.g., Eurobonds, commercial papers, DRs), acting either on behalf of the issuers or as an adviser to the underwriters or lead managers.
The professionals organize onshore and offshore funds or other vehicles for investment in the Brazilian capital market and work together with financial institutions to develop new security instruments for the local market.
The firm also guides clients through the process of registering as publicly-held corporations, as well as in the de-registration process, and counsels them on compliance with the rules of the Brazilian Securities and Exchange Commission.
The first of its kind in Brazil, TozziniFreire's compliance practice is dedicated to developing measures and procedures to prevent, detect, and combat fraud, ethical misconduct and other violations of rules governing corporate activity.
With an eye on global trends and in-depth knowledge of corporate standards and practices for managing compliance and ethics issues, the professionals are skilled in assessing corporate risks and developing and implementing specific compliance programs based on the nature of the business and the risks identified. The firm's professionals also provide compliance due diligence and assist clients in internal investigations, implementation of anti-corruption controls, including the development of hotlines, for the reporting of complaints as well as training sessions for employees.
In addition, TozziniFreire dedicates efforts toward strengthening Brazil's corporate compliance standards and promoting such practices across the country. Coordinated by partners Shin Jae Kim and Renata Muzzi Almeida, both Certified Compliance and Ethics Professional (CCEP) endorsed by the Society of Corporate Compliance and Ethics (SCCE), the professionals have been intricately involved in compliance policy matters before national and international agencies and organizations.
Since the enactment of the Brazilian Consumer Protection Code, which modernized the country's body of law governing consumer rights, the firm's consumer affairs practice has worked extensively to counsel clients on compliance with consumer rights legislation and represent them in related litigation.
Its consumer affairs practice is fully qualified to advise on guidance and regulations issued by the Bureau of Consumer Protection (Procon), enforcement actions initiated by the Public Ministry, and company training programs using consumer services (SAC) staff.
TozziniFreire's professionals have broad experience structuring and reviewing contracts involving consumer relations and regularly provide counsel on advertising campaigns to ensure that the means of supplying product and service information are in accordance with the law.
With extensive litigation experience, its professionals are qualified to assist clients at all stages of litigation, including filing lawsuits, drafting defenses and appeals, and appearing before Procon, the Consumer Protection Office, the Public Ministry, Small Claims Court, and the Ordinary Court System.
TozziniFreire's multidisciplinary corporate finance practice offers comprehensive legal services to participants in the capital markets and borrowers of all types. The professionals deliver innovative solutions to assist clients in capital structuring and securing financing in engagements that span the public and private sectors, as well as domestic and international markets.
The practice works closely with the firm's energy, retail, oil and gas and agribusiness professionals to create finance and capital structuring solutions that will most effectively help its clients meet their specific business needs.
CORPORATE LAW AND FOREIGN INVESTMENT
The significantly heightened foreign investment in Brazil in recent years has made Corporate Law and Foreign Investment one of the most active practice groups in the firm and one of our main fields of specialization.
TozziniFreire has extensive experience advising investors on various mechanisms to establish or increase their domestic market presence, and how best to take advantage of the dynamic growth and liberalization of the Brazilian economy and regional market integration.
The firm's wide scope of services includes comprehensive advice to foreign investors in structuring and implementing multidisciplinary and multi-jurisdictional transactions. TozziniFreire also advises on investments; compliance; structuring and implementing IPOs, joint ventures, and mergers and acquisitions; investment alternatives, structuring of financing transactions; and negotiations with venture capitalists and financial regulatory bodies.
CORPORATE SOCIAL INVESTMENT
Corporate social investment requires specialized legal assistance that provides support to social entrepreneurs during all phases of their endeavor. In line with current trends of best business practices, TozziniFreire created a multidisciplinary practice group dedicated to meet the different legal aspects that arise in this area.
Its expertise covers the creation of nonprofit entities, identification of necessary permits and registrations, applications for special qualifications and related exemptions, and preparation of agreements and other instruments specific to the entrepreneurs. The lawyers have broad experience with various government agencies and the public sector in general, and are qualified to answer any specific questions that may arise in a variety of project types.
The professionals regularly negotiate partnership agreements and are equipped to assist clients in verifying the legal status of potential partners. In addition, they have experience evaluating issues involving voluntary, cooperative and other labor-related matters.
The firm's Corporate Social Investment team has in-depth experience in counseling clients on administrative law rules that apply to social projects sponsored by Rouanet Law incentive resources, the Statute of the Child and Adolescent (ECA) and the Sports Incentive Act.
Launched in 1997, the environmental law group offers comprehensive assistance in the broad array of issues involved in complying with Brazilian environmental legislation. TozziniFreire's professionals have broad experience in preventive legal auditing in corporate acquisitions, facility-adequacy analyses, development of environmental-management practices, environmental certification consulting, analyzing environmental-damage liability, licensing of complex activities such as gas and oil exploration and power generation and the execution of conduct-adjustment terms and environmental compensation agreements. Frequently working with the firm's litigators, the environmental group closely follows administrative and legal proceedings affecting our clients' businesses.
In addition to consulting on legislation governing operations with environmental impacts, the environmental professionals are qualified to assist in biodiversity and biotechnology exploration projects.
A multidisciplinary group of lawyers experienced in the environmental, capital-market and energy areas is ready to assist in the financing and implementation of projects eligible for Low Emissions Certificates in accordance with the Clean Development Mechanism.
TozziniFreire's immigration practice specializes in counseling corporate clients that sponsor foreign-born employees.
The professionals are qualified to assist clients in all phases of the employment process, from contract negotiation to obtaining a visa, including filing for permission to remain in the country. The firm's experience and expertise ensures that companies remain efficient and compliant with all immigration and employment regulations.
TozziniFreire assists clients across the full range of intellectual property issues, including due diligence, licensing, and portfolio management. Its Intellectual Property team is fully equipped to protect and maximize the value of the clients' intellectual property rights. The firm regularly negotiates contracts for the assignments and licenses of trademarks and patents, technology transfers, technical assistance and franchise, and in specialized areas such as biotechnology. The professionals also routinely handle applications for trademark and patent registrations before the Brazilian Patent and Trademark Office (INPI).
The well-established track record of superior results achieved by TozziniFreire's Intellectual Property includes the successful representation of national and international entertainment companies on significant copyright and other issues involving television programs, reality shows, and movies.
They have expertise in intellectual property issues concerning the Internet and digital technology. The professionals offer significant experience in drafting agreements for the assignment, licensing, distribution and outsourcing of software, in addition to taking part in the negotiations aimed at the marketing of software in Brazil.
TozziniFreire's international trade practice, specializing in the development of export and import structures that meet the diverse needs of our clients, has represented numerous businesses in the global international trade market. Its professionals are well-versed in all aspects of structuring international trade transactions, including contracts, application of customs legislation, trade agreements and barriers, origin rules, export control, and trade compliance.
In addition, the international trade practice dedicates time to work on trade defense-related matters, such as antidumping proceedings, countervailing duties (subsidies), and safeguards.
The firm's investment funds practice regularly assists local and foreign clients in investment fund formation in Brazil. The professionals in the group bring broad experience in foreign-invested partnerships (FIP), credit rights (FIDC), real estate (FII) and other modalities.
Through partnerships with foreign legal service providers, TozziniFreire advises on the organization of feeder funds in connection with investment funds in Brazil. Its professionals counsel investment funds on M&A and other structured transactions, as well as on day-to-day matters. The practice also specializes in advising managers of third-party assets.
With broad experience in profit-sharing plans, stock options, flexible benefits, variable compensation, executive compensation, and employment and service agreements, the firm's Labor team has assisted clients from many different industry sectors in managing their labor and employment needs.
The group has worked on numerous matters involving the improvement of union relations to achieve collective bargaining agreements, as well as on strategies to reduce labor liabilities and improve on-the-job safety and health.
TozziniFreire's ongoing partnerships with its clients in the Labor area allows them to realize maximum efficiency in the conduct of their labor litigation. Clients with large volumes of lawsuits, in particular, rely on the firm's skilled professionals, advanced use of technology, and wide geographic reach to represent them throughout Brazil.
Agility, creativity, and assertiveness form the cornerstones of TozziniFreire's litigation practice. The professionals use cutting-edge strategies and technology to create effective solutions that allow clients to avoid extensive litigation and delayed relief. Each case is handled as a unique claim and managed according to a customized plan that includes pre-litigation strategies with a proven record of success.
Comprised of highly qualified lawyers with broad experience in all classes of judicial disputes, the litigation team appears in state and federal courts throughout the Brazilian territory and issue legal opinions on a variety of topics.
The firm represents domestic and foreign clients in all areas of litigation, and maintains a strong reputation in corporate, contractual, credit recovery, banking, oil and gas, energy, intellectual property, environment, and aeronautics-related matters. The litigation practice also regularly advises on regulatory and government-related claims, and represents clients in insurance, automotive, consumer, white-collar crime, antitrust, real estate, civil liability, and asset planning disputes.
In view of the increasing number of lawsuits against large companies in Brazil, and to meet the demand of many of our customers, TozziniFreire has developed a specialized area of litigation management.
Focused on cost reduction and the standardization of procedures across lawsuits, the Litigation Management practice group manages civil, labor and consumer actions throughout the country. As a result, clients enjoy the convenience of having a single firm capable of handling any demand nationwide.
The team has extensive experience in litigating and designing settlement agreements, often terminating a significant number of suits at once. The lawyers have also worked with the Attorney General in several investigations involving legislation related to workplace safety and health, outsourcing, fulfillment of quotas for hiring disabled employees, bullying and harassment, payment systems, and consumer rights legislation, among other issues.
To achieve the greatest efficiencies, the firm uses cutting-edge technology systems. Thanks these tools and its centralized planning, the Litigation Management group has significantly reduced the liabilities facing the clients and supported changes in their business strategies.
MERGERS AND ACQUISITIONS
A leader in Brazil's M&A market, TozziniFreire is actively involved in structuring numerous high-profile transactions involving companies from a wide range of industries, including manufacturing, financial services and consumer products. The professionals counsel both buyers and sellers, and also represent investment banks acting as financial advisors.
Several of the firm's practices are directly involved in designing and implementing these transactions, including tax planning and due diligence review. This multidisciplinary approach ensures that the target company is protected from all angles, and offers clients a comprehensive analysis that will assist them in their decision-making process.
PRIVATE EQUITY & VENTURE CAPITAL
TozziniFreire's strong private equity and venture capital practice has experience in fund formation, asset acquisition, and portfolio structuring, as well as in a wide range of private equity transactional work, including mergers and acquisitions. The private equity experience includes advising clients on seed, angel, and venture capital investments, and the growth and development of capital investments. The Private Equity and Venture Capital practice regularly counsels clients on buyouts and disposals by local and international private equity houses and institutional investors. The firm's multi-disciplinary group is composed of highly experienced professionals who combine technical skill sets with thorough industry knowledge to provide clients with a full range of specialized services.
The Private Equity and Venture Capital leverages the experience of the firm's preeminent practices in mergers and acquisitions, capital markets, fund formation, bank lending, structured finance, tax and labor. TozziniFreire has a proven track record across a broad range of industry and service sectors where private equity players focus their investments when entering emerging markets, such as infrastructure, real estate, energy, natural resources, retail, information technology, healthcare, life sciences, telecom, insurance and the services sector.
The privatization of infrastructure and other key industries in Brazil have given rise to intense private-sector participation. Consistent with that trend and in light of the significant capital required to undertake infrastructure projects, TozziniFreire created a practice group specializing in project finance, which would provide alternatives to traditional forms of indebtedness.
The Project Finance practice group, which is organized to meet the needs of any participant in the infrastructure sector, their assisting sponsors, multilateral agencies, and national and foreign investors, has become internationally recognized for the vital role it has played in facilitating substantial projects.
The multidisciplinary Project Finance practice group has wide experience in matters involving financing and insurance, as well as in connection with regulatory issues affecting the involved relevant industries and projects. In addition to reviewing project contracts for financing alternatives, TozziniFreire also advises on the structuring and negotiation of contracts, including Engineering, Procurement and Construction (EPC) and Operation and Maintenance agreements (O&M), fuel supply and input agreements, and the purchase and sale of energy, steam, sugar, and ethanol, among other commodities.
The Real Estate practice group provides comprehensive assistance in the development and execution of large and structured real estate projects such as shopping malls, Class A office buildings, factories and distribution centers. The firm also works on purchase, sale and lease transactions, as well as advising on zoning compliance issues and the existence of encumbrances such as mortgages and easements.
Furthermore, they assist clients in securing financing through the capital markets for the development of real estate projects, as well as in the structuring of real estate investment funds, securitization of real estate receivables, and build-to-suit transactions.
RESTRUCTURING AND INSOLVENCY
TozziniFreire assists companies undergoing financial crisis with debt and business restructuring, the insolvency process and other forms of legal assistance appropriate to clients' needs. The firm also represents financers, creditors and those interested in acquiring business units or other assets undergoing restructuring. The work of the Restructuring and Insolvency team has included numerous major transactions involving both domestic and international companies in a wide variety of business sectors.
All restructuring engagements are addressed individually, taking into account the particular situation of the company, its capital structure and the regulatory issues it faces. The team has extensive experience interacting with the Central Bank and in seeking approval for loans and other financings from Brazilian regulatory agencies. As part of its comprehensive service in this area, TozziniFreire always advises clients on potential alternatives to litigation.
The recognized expertise in capital markets and financial transactions makes the firm particularly well-qualified to negotiate, draft and review contracts required to implement decisions made in the course of the restructuring or recovery process in Brazil or foreign territories.
Sound analysis of tax obligations is not just an essential element in business planning, but also a necessary tool in understanding a business's competitive position and the viability of contemplated transactions
TozziniFreire stands ready to offer our clients the best tax solutions for their businesses in Brazil or abroad, whether that involves identifying problem, proposing solutions or highlighting opportunities relating to a business's tax liability.
The team deals with industry-specific tax issues across sectors such as telecommunications, information technology, energy, oil & gas, retail, pharmaceutical, and logistics. The tax group's experience includes counsel on a wide variety of transactions, including mergers and acquisitions, corporate restructuring, international trade, transactions in the financial and capital markets, and asset planning.
WHITE COLLAR CRIMES
Given today's understanding that legal entities can be victims of and also benefit from criminal activities, companies subject to corporate fraud investigations or criminal proceedings as a result of tax, social security, financial, competitive, environmental, or bankruptcy-related issues developed a need for legal services in the white-collar crimes area.
In order to meet this demand, TozziniFreire has formed a team specialized in white-collar crimes. Drawing on expertise from other areas of the firm to address criminal issues from a broader perspective, the firm's White-Collar Crimes group advises companies as well as individuals facing potential criminal liability.
The well-recognized White Collar Crimes practice group owes its success to the technical knowledge, combativeness, creativity, and agility of its professionals, who benefit from extensive experience in complex negotiations and litigation involving domestic and international companies from a wide variety of industries.
TozziniFreire's work has been consistently recognized by national and international specialized publications. In addition, the firm and its partners are regularly named as leaders in their field of practice. TozziniFreire's accolades include the following:
· Recipient of several Deal of the Year awards by Latin Lawyer in 2007, 2010, 2011 and 2012;
· Recognized as a top-tier practice in several practice areas by Chambers Global: The World's Leading Lawyers and Chambers Latin America, two of the main legal guides covering global and Latin-American markets;
· We were winners in Brazil in the Client Service category in The Chambers Latin America Awards 2012;
· Received the Best Mentoring Programme in Brazil award by Chambers Women in Law Awards Latin America;
· Received the Best Gender Diversity Initiative in Brazil award by Chambers Women in Law Awards Latin America;
· Recommended in all areas covered by The Legal 500 Latin America guide, one of the world's largest legal referral guide;
· Recognized by The Latin Lawyer 250, a leading guide to business law firms in Latin America, as one of the most prestigious firms in Brazil. The publication's list of top law firms and lawyers is based on extensive in-depth analysis of the Latin American market;
· Recognized by the Global Competition Review 100 as one of the best antitrust firms in the world. We are the only full-service Brazilian law that has been named to the Elite Group list for the past four years;
· Since its first edition, we have been named in the Global Arbitration Review 100, an international guide that features leading practitioners in the field;
· Recipient of the Americas Women in Business Law's Best National Firm Award based on a survey conducted by the Euromoney Legal Media Group, a well-respected global legal information resource, and organized in association with Canadian magazine Women of Influence;
· Recognized by Latin Lawyer Magazine's Latin America's Leading Labor Lawyers;
· Nominated by Latin Lawyer Magazine in its Masters of M&A list;
· Named in Who's Who Legal guides, which lists the top recommended lawyers in a variety of practice areas. The guides are supported by the International Bar Association and the American Bar Association, the two leading global legal associations;
· Recommended in Euromoney Legal Media Group's IFLR 1000 - The Guide to the World's Leading Financial Law Firms;
· A five-time winner as the Best Labor Law Firm in "The 100 Best Human Resources Suppliers" survey, sponsored by Gestão & RH Editora;
· Managed deals recognized by Project Finance Magazine as Latin Finance PPP Deal of theYear 2007, Latin American Deal of the Year 2008, and Latin American Transport Deal of the Year 2008 and 2009;
· Named as one of the most admired Brazilian law firms by Análise Advocacia 500 - the firms and lawyers listed are elected by general counsels of the 1,500 largest Brazilian companies;
· Recognized by ThomsonReuters as a leader in M&A and joint-venture transactions;
· Ranked by Bloomberg as a leader in the assessment of M&A and joint-venture transactions in Brazil;
· Named by Euromoney Legal Media Group's Expert Guides - The Legal Media Group Guides to the World's Leading Lawyers as a leader in a range of practice areas; and
· Recommended by Practical Law Company's Which Lawyer?, a publication that provides information and services to lawyers at firms and to in-house counsel.