Areas of Practice

One of its primary areas of expertise and for what Porto Advogados is acknowledged, our Administrative Law department provides tailor-madeservices to our clients. Our team provides both permanent legal advice and administrative and judicial litigation assistance in the following matters, among others:

• Public bidding and administrative contracts; PMI/MIP
• Public-Private Partnership Concessions
• Environmental sanitation- Urbanistic
• Public servants
• Administrative corruption, suits for writ of mandamus, public interest civil actions and citizen suits
• Anticorruption law and its instruments
• Privatization; Governmental actions in the Economy
• Accounting Courts

Investiments

We are ready to assist your company in major decisions on investments and providing the following services:

• Organization of companies and amendments to corporate documents
• Negotiation and drafting of shareholders’ agreements, consortia, joint ventures, investment agreements and other related instruments
• Advice on the sale and purchase of interest in companies, sale of assets, goodwill and commercial establishments, private equity and venture capital
• Due diligence
• Establishment and creation of corporate governance structures and management incentive plans (stock option plans)
• Participation in shareholders’ and quotaholders’ and other meetings of corporate bodies
• Corporate planning and restructuring
• Assistance in liquidation, dissolution or other divestment means
• Assistance in foreign investments in Brazil
• Representation before commercial and civil registries and other governmental authorities
• Assistance to our civil and commercial litigation team in corporate conflicts.

Litigation and arbitration

We assist in the solution of judicial and arbitration conflicts in all areas of Civil Law, with emphasis on torts and personal liability from actions and facts, family and estate, banking, credit recovery, corporate, possession, property or condominium of assets and rights of any nature. We develop preventive and preparatory legal strategies as well as legal strategies for the extinguishment of litigation, aiming at reducing risks and obtaining better results in the shortest term.

Consulting services

• Drafting of legal opinions and reports on risk assessment
• Drafting of prenuptial agreements and wills.
• Advice on succession planning for individuals and groups of family companies.
• Negotiation, drafting, review and termination of agreements.
• Advice on real estate Law, including the sale and acquisition of real properties as well as structuring of businesses such as real estate developments, land subdivision, built to suit, turn-key, among others.
• Legal advice on lawsuit prevention

Contract analysis

• Negotiation, drafting, review and termination of agreements.
• Legal advice on lawsuit prevention

We provide legal services on all regulatory aspects related to MME, ANEEL, ONS, CCEE and other agencies. We provide advice on structuring business models and power developments in the power industry, notably involving corporate, financial, regulatory, environmental, tax and contractual matters. We provide advice on judicial and administrative litigation, involving the  interest of power utility concessionaires, permit and authorization holders in their various contexts, and structuring business for electricity generation, distribution and sale.

We draft, review and update codes of conduct, internal policies and procedures for any organizations. We also:

• Develop and implement compliance programs
• Conduct internal investigations
• Negotiate, review and draft contractual provisions aiming at preventive protection
• Deliver speeches and trainings

Legal advice and litigation

We provide preventive legal assistance to Human Resources departments, draft and review all types of labor contracts and internal policies (Profit Sharing plans, time bank, stock options and hiring bonuses). We represent both individuals and legal entities in judicial and administrative proceedings (Labor Prosecutors’ Office and Labor Inspections) regarding compliance with labor and social security regulations. We act mostly in complex and/or strategic proceedings, either due to the issue in hand, amount involved, litigating parties or potential attention that may be attracted.

We also provide the following services:

• Preparing studies and issuing opinions on matters related to labor and social security Law
• Assisting in and conducting outsourcing processes
• Negotiating with Unions and collective bargaining agreements, participating in round tables and conciliation committees, drafting agreements and collective bargaining agreements and assisting in Union Meetings

We provide advice on taxation, issue legal opinions on the interpretation of the Brazilian  legislation, conduct analysis of opportunities for lawful tax planning. We also represent our clients in court and administrative proceedings regarding various discussions and theses submitted to Judicial Courts and the various administrative instances in Brazil. We also provide legal assistance regarding:

• Federal Taxes (IRPJ – Corporate Income Tax, IRPF – Individual Income Tax, CSLL – Social Contribution on Profits, PIS – Contribution to Social Integration Program, COFINS – Contribution to Social Security Financing and IPI – Import Tax)
• State and Municipal (Local) Taxes (ICMS – Value-Added Tax, ISS – Services Tax, ITBI – Real Estate Conveyance Tax, ITCMD – Estate and Gift Tax, IPVA – Tax on Vehicles and IPTU – Urban Real Estate Tax)
• Social Security Contributions (“employer”, CPRB – Social Contribution on Gross Revenues, GIIL-RAT – Level of Incidence of Disability Arising from Environmental Labor Risks and “third parties”)
• Tax/Mining Law (CFEM – the Brazilian Mining Royalty)
• Compliance: review of tax procedures and use of tax credits

We assist in the organization of territory, including risk assessment, crisis management, environmental, land use and urbanistic compliance, and institutional relations for infrastructure projects and developments in the following areas:

• Power transmission and distribution
• Oil / Gas Pipelines
• Water Pipelines
• Highways
• Railways

We are in charge of the planning, licensing and judicial and administrative defense of projects with environmental impact. We also provide the following consulting services:

• Environmental risk assessment for developments
• Management of environmental administrative licensing and compliance processes
• Defense in environmental violation notices and judicial proceedings involving environmental matters Institutional relations with the Governmental entities involved in environmental licensing
• Environmental due diligence.

• Monitoring, formulation of strategies and performance in governmental and institutional relations with the Legislative, Executive, Judiciary and control bodies in all spheres of the federation: Union, States and Municipalities;
• Mapping of bills and regulatory agenda relevant to the client’s activities, as well as assistance in all phases of the legislative and regulatory process, with the highest compliance rigor, based on technical, transparent, and effective performance, together with multidisciplinary team, aiming at defending the legitimate interest of the client, by defining strategies with structuring of action plan and survey of important stakeholders to collaborate in the formulation of public policies, mitigate and/or defend the legitimate interests of the client, with an appointment of applicable legal propositions/suggestions;
• Draft of documents, technical studies – including regulatory risk study, opinions and legislative and regulatory drafts, aiming to subsidize and collaborate with the formation of conviction and decisions of the federal, state, municipal public administrations, as well as the regulatory agencies, on issues important and sensitive legal, political and regulatory matters for the client, by proposing and amending the texts under discussion, taking into account the client’s demands and legitimate interests;
• Active participation in public hearings and consultations, as well as in debates and meetings in the appropriate forums;
• Representation of clients and/or government in the interaction with stakeholders in all spheres of the Federation (federal, states and municipalities), in all constituted powers (Executive, Legislative, Judiciary and control bodies), regulatory agencies, as well as in multilateral bodies (For example, IFC, World Bank, Banco dos Brics, etc.), aiming to address issues of interest in the course of institutional discussions, defend possible alternatives to mitigate any harmful issues, as well as advice on trade missions and in the process of formulation and signature of international agreements; and
• Analysis of the political and economic scenario to support investment decisions and demand management by companies, as well as strategic action to identify lines of financing and support for accessing such financing.

KEEPING UP WITH CHANGES! Relations between State and the third sector have been changing and required lawyers to become significant players in the discussions involved in such relations. Our legal team’s experience and practice that keeps pace with new requirements have risen legal standards and set legal services as important and decisive assets for third sector entities.

We practice in both consulting and litigation fields and address all legal issues related to non-profit charities, including those certified under Brazilian laws as Social Organizations [Organizações Sociais] (OSs) and Public Interest Civil Society Organizations [Organizações da Sociedade Civil de Interesse Público] (OSCIPs):

We meet the demands of entities engaged in health, education, culture, scientific research and technological development, as well as environment preservation, with emphasis on:

• Negotiation and formalization of contracts, partnership, collaboration and furtherance arrangements;
• Assistance in dealings with Accounting Offices and Public Attorneys’ Offices;
• Tax planning, labor and regulatory matters;
• Assistance in securing certifications;
• Entity restructuring;
• Issues pertaining to the Data Protection Law – LGPD;
• Designing, revision and updating of compliance codes, policies and procedures;
• Matters pertaining to institutional strategies for maximization of resources and institutional growth;
• Interface between the agencies of contracting governments and the entities’ high administration;
• Drafting of bill of law and regulation for the third sector.