Founded in 1993, Velloza & Girotto Advogados Associados is a Brazilian law firm that blends modernity and tradition. Since inception, it has stated and lived up to its commitment to meet the aspirations of the most demanding national and international groups.
Acknowledged for its refined sense of business and for the excellence of the legal services it makes available for the transaction of business in a sound and effective manner, Velloza & Girotto has consolidated itself as one of the prime law firms in Brazil, providing assistance to companies that operate in several sectors of the economy. Our diverse client base includes financial institutions, vehicle manufacturers, chemical, pharmaceutical and oil industries, foodstuff retailers and wholesalers, insurance carriers, credit card operators, hotels, construction companies and corporations focused on infrastructure and technology.
In addition to the corporate sector, we also provide legal assistance to executives, entrepreneurs and high net worth individuals in the handling of their personal affairs.
Our professionals embody solid qualifications obtained from top universities in the country and abroad, and many of them have taken specialization and/or post-graduation courses in different branches of the law and given practical application to this academic knowledge by working in-house at banks and corporations.
As a result, aside from boasting a comprehensive practice in the areas in which it performs, Velloza & Girotto is highly suited to readily understand the objective its clients wish to achieve and to contribute in all stages of transaction planning, development and execution with effective legal risk scenario assessments and solutions for transaction modeling, risk mitigation and documenting.
In this context of full coverage, the firm is active in the representation of clients in filing and defending claims and pursuing their rights and remedies at all court and administrative levels. We also undertake client representation before public bodies and agencies, including, among others, the Brazilian tax authorities, the Central Bank and the Securities Exchange Commission (CVM).
With head office in São Paulo, the main commercial and financial center of the country, Velloza & Girotto also has branches in Rio de Janeiro and Brasília. Regional correspondents elsewhere ensure client coverage nationwide.
Our work is developed within the following main practice areas:
Tax advisory and tax litigation:
One of the most admired firms in the tax area, Velloza & Girotto has a proven and thorough capability in tax advisory and tax litigation (administrative and judicial alike). This capability encompasses federal, state and municipal taxes.
We specialize in consulting services designed to achieve tax efficiency, whether through corporate reorganization transactions in the nature of joint ventures, acquisition and sale of equity interests, mergers, spin-offs and amalgamations, or the use of other strategies that are in conformity with the law. And we are frequently sought to participate in sophisticated cross-border tax planning.
We render tax-related defenses and appeals at all levels of administrative and court jurisdiction. This includes the filing of actions seeking the suspension, compensation and refund of undue payments, among others.
We also analyze international treaties, opinions and arrangements that involve the payment of commissions, interest, dividends, royalties and other sums to companies domiciled abroad or foreign capital companies established in Brazil, in order to avoid double taxation. Integration between us and foreign counsel in reconciling different tax systems is one of our many recognized strengths.
Relying on two decades of experience in tax law, we also provide guidance on the eligibility to and compliance with regional and sectorial tax incentives and tax incentive programs and regimes made available under governmental industrial policies, in addition to incentives enjoyed under specific customs systems.
We are called upon to assist in giving opinions and making determinations on all aspects of government programs for the payment, amortization and rescheduling of tax liabilities.
Corporate Law / Mergers and Acquisitions (M&A):
We have experience in excess of a decade in M&A representing Brazilian and foreign buyers and sellers from a variety of sectors of the economy in domestic and overseas M&A transactions.
Our team of lawyers is fully qualified to perform due diligence exercises and work on the discussion, negotiation and preparation of all documentation, whether in the context of the offer, the share purchase transaction, the shareholder agreement or post-closing measures.
Within the scope of these services, we also advise on the structuring of corporate acquisitions, transformations, mergers, amalgamations, spin-offs and reorganizations of companies in general, and the creation of joint ventures and other unincorporated arrangements.
A skilled and seasoned team of lawyers works in an interdisciplinary manner with other departments of the firm, in order to adequately structure the transaction and evaluate fundamental matters for its success, including tax and labor matters.
The philosophy and the commitment of the firm aim at rendering quality legal services during all stages of the M&A transaction.
Assistance comprises partaking in discussions of memorandum of understanding, due diligence, preparation and review of contracts, risk analysis and corporate restructurings and filing and monitoring of all applications for governmental approvals and authorizations.
We also assist companies in the analysis of partner and administrator liability, their rights and obligations.
Civil and Commercial Law:
Spanning a vast field of themes and activities, we provide assistance in the preparation of contracts and legal opinions, analysis and creation of personal guaranty and security interest arrangements, preparation and review of international contracts, opinions on foreign trade involving guidance on subsidies, tariffs, safeguards, compensation measures and customs rights.
We file and defend civil and commercial lawsuits and we also act in the settlement of disputes whether through litigation or arbitration.
Our team also engages in the preparation of studies on civil liability
Succession / Wealth Planning:
Velloza & Girotto Advogados Associados has a dedicated team for family wealth succession planning. The team works in pursuit of the optimal solution in Brazil or abroad for the protection and continuity of wealth in the family.
To further this we prepare pacts, wills, family agreements, governance policies and assist in the incorporation of family holding companies.
Assistance is given to partnerships in relation to family and descendant law, identifying specific needs and with emphasis on the legal protection of the companies, heirs and heiresses.
Real State Law:
We are experienced in advising developers, construction companies and investors on all real estate-related matters.
This includes the preparation of contracts and legal opinions on an array of real estate-related transactions, creation and perfection of personal guarantees and security interests, recordals and registrations and their amendment, in addition to the filing of and defense against lawsuits.
Banking Law and Regulation of Financial and Capital Markets:
With reliance on nearly two decades of experience defending the interests of companies that operate in the financial sector, Velloza & Girotto features qualified and innovative assistance in the structuring of bank and nonbank financial transactions, in addition to the creation and regulation of investment funds of all categories.
A number of our professionals have previous in-house experience in the financial market. Our banking practice is highly acknowledged for the preparation and review of contracts involving standard and customized services and products, structuring of bond and other national and foreign securities issues and equity and fixed-income financial transactions, including structured finance and derivative transactions. We are particularly active in advisory to the investment fund industry.
We represent banks and other financial institutions in and out of court, including in administrative proceedings before the Brazilian Central Bank and the National Council of Appeals of the National Financial System involving the incorporation, acquisition and transfer of control and other matters.
Foreign Investments in Brazil and Brazilian Investments Overseas:
Representing foreign and Brazilian multinationals, Velloza & Girotto gives sector-specific guidance on investments and assistance in bringing them into effect, whether by the incorporation or acquisition of equity interests, the opening of subsidiaries.
Our lawyers have expertise in and are prepared to assist foreign investors with capital registration repatriation, remittance of interest, profits and dividends, royalties, rent, revenues and capital gains.
Our services also include the updating and regularization of registration with the Central Bank of foreign capital associated with corporate structuring transactions.
On the other hand, we advise on the legal, regulatory and tax treatment applicable in Brazil to investments of Brazilian residents in companies and financial instruments overseas.
Transactions of private banking, wealth planning and hedge carried out by legal entities in the exchange and OTC markets are also among the activities performed by the team charged with this practice area.
Velloza & Girotto includes a practice area that specializes in consumer law. Among other activities, we prepare and review contracts related to consumer relations to ensure compliance with the Brazilian Consumer Code and other laws that govern the supply of products and services in the stream of commerce.
We provide legal assistance in the filing and defense of lawsuits, prepare opinions on the determination of supplier liabilities, statutory limitation periods, clauses, guarantees, rights and duties of the parties, deceptive advertising, defective products and services, application and gradation of penalties and compensation for losses and damages, in addition to other relevant matters related to the subject.
Velloza & Girotto stands out in the private pension area in which it acts in the incorporation of closed and opened entities, drawing up retirement plans and advises on the terms of these products, in addition to the rights and duties imposed by regulatory laws.
In this context, we provide assistance in the preparation of legal opinions on the application of private pension laws, also in the administrative and regulatory spheres.
Furthermore, our firm offers services related to the analysis and interpretation of instruments to which companies and individuals are party in order to verify their adequacy and conformity with social security laws. Tax guidance is given on all aspects of pension plans.
With comprehensive knowledge of federal, state and municipal laws, our clients can rely on a team thoroughly conversant with public law matters.
We review administrative contracts of public works, services, supply, concessions, management and other purposes. In addition, we provide legal assistance in biddings, in all of their categories.
Velloza & Girotto provides support in the preparation of defenses and administrative appeals filed by or against clients.
Industrial and Intellectual Property Law:
Qualified to deal with patents, trademarks of products and services, copyrights and personality rights, industrial drawings, certification and other matters inherent to copyright and industrial and intellectual property, lawyers at Velloza & Girotto handles the preparation, review and registration of software and trademarks and monitor application progress at the National Institute of Industrial Property (INPI).
Services in this practice area include the giving of legal opinions on the payment and remittance of royalties, when international treaties come into play, and the preparation of challenges, defenses and appeals in respect of infringements of trademarks, trade names, unfair competition and copyrights in the administrative and judicial spheres.
By means of correspondents abroad, we work in concert with law firms worldwide, providing assistance to national and international clients.
Our professionals draft and review insurance policies and insurance-like products and advise on their compliance with regulatory norms of insurance and reinsurance companies.
We file lawsuits aiming to recover casualty payouts and defenses in contrary actions.
Velloza & Girotto has a specific competition law practice. The group prepares actions and defenses arising from antitrust disputes.
The group also counsels on the compliance with economic protection laws. It gives opinions on the application of the competition protection laws and support in operations mergers and acquisition, company combinations and corporate agreements and all their legal implications.
Labor and Social Security Law:
We provide social security law guidance to companies as to their liabilities in respect of withholding and payment of contributions to the National Institute of Social Security (INSS) owed by them and by those to whom they outsource activities.
Within this area we analyze and prepare employment agreements, including those entered into between expatriates and local companies.
The firm is equipped through its paralegal capability to file and obtain such legal and fiscal documents as are necessary or advisable for the purposes of completing and supporting, among others: (i) tax exemption and immunity eligibility, (ii) transactions of all types that involve public filings and registrations, (iii) M&A-related transactions and the dissolution and liquidation of companies.
For more detailed information, please feel free to contact us. If necessary a list of clients is available upon request.