Souza, Cescon, Barrieu e Flesch - Advogados

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Souza, Cescon, Barrieu & Flesch Advogados is a full-service law firm with over 200 lawyers in integrated offices in São Paulo, Rio de Janeiro, Belo Horizonte and Brasília. The firm’s practice includes banking and finance, corporate law and foreign investment, mergers and acquisitions, private equity, capital markets, project finance, taxation, telecommunications, energy, oil and gas, agribusiness, insurance, bankruptcy and reorganisation, intellectual property, labour, employment and pensions, environmental law, antitrust, litigation and arbitration, estate planning and real estate law.

Corporate law, mergers and acquisitions and private equity: Advice on all aspects of corporate law and corporate transactions, including in connection with the incorporation of companies, formation of joint ventures, as well as the structuring of multi-jurisdiction business transactions. Advice on complex merger and acquisition transactions involving public or private entities, including planning and implementation of corporate reorganisations, spin-offs, tender offers, leverage buyouts, private equity and PIPEs.

Capital markets: Advice on complex debt and equity transactions, including IPOs, sovereign and corporate bonds, high-yield bonds, commercial papers, debentures, project bonds, promissory notes and other debt securities, as well as ADRs, GDRs and BDRs. The firm assists in tender and exchange offers and provides comprehensive guidance on capital market rules issued by the Brazilian Securities Commission and other regulatory agencies and advises foreign investors on investment in the Brazilian capital markets by means of funds, investment companies, securities portfolios and other mechanisms. The firm also advises financial services firms in the structuring and implementation of sophisticated capital markets products in the money, options and futures markets. The firm is very active in securitisation transactions involving special purpose vehicles formed in or outside of Brazil.

Banking and finance: Assistance in commercial and investment banks in connection with syndicated lending, acquisition financing, export financing and other financing transactions. Assistance in structuring operational and finance lease transactions and advise on applicable legal and regulatory guidelines issued by the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities Commission.

Project finance: Assistance in project financing, in particular infrastructure projects such as power, oil and gas, water and sewage treatment, transportation, toll roads, marine ports and telecommunications. The firm also assists lenders, governmental entities and multilateral agencies, suppliers and sponsors of the project and counts on full-scale expertise in the implementation of various financing structures and projects, obtaining of registrations and analysis in all project phases of the regulatory aspects of the activity being developed. The firm drafts and negotiates all agreements necessary to exploit and develop the activity, such as engineering procurement and construction contracts, operation and maintenance agreements, power purchase agreements and agreements for the commercialisation of products or rendering of the resulting services and the security package for the financing.

Taxation: Tax advice to corporations, financial institutions and individuals as well as tax planning for mergers and acquisitions, corporate restructurings, project financing and other complex business transactions involving multiple jurisdictions.

Litigation and arbitration: The firm works to prevent and resolve disputes through negotiation, arbitration and litigation. In the judicial sphere, the firm argues cases at all levels of the state and federal courts, including the main state and regional federal appellate courts as well as the highest courts in Brasília. The litigation team collaborates when necessary with lawyers from other practice areas and outside technical consultants with recognised expertise. In domestic and international arbitrations, the firm represents clients in cases ruled under the auspices of leading Brazilian and international arbitration institutions. The firm represents national and international clients and is prepared to work in cooperation with firms from other countries.

Antitrust: The firm assists clients in domestic and international transactions subject to the merger control provisions. In addition to submitting all kinds of merger filings to the Brazilian antitrust authorities, the firm also renders legal services related to anti-competitive conduct and assists clients with competition law counselling, drafting of legal opinions, and also representation and accompaniment throughout investigation processes carried out by the authorities.

Environmental law: Advice in connection with environmental litigation and licensing proceedings before administrative tribunals and the Public Ministry. The firm also assists in the processes for obtaining and renewing environmental permits and licences, as well as in the process for cancellation of environmental licences in cases of deactivated utilities.

Employment and benefits: The firm offers legal advice and full representation with experience that encompasses every aspect of labour, employment and benefits regulations.

Real estate: Advice in all matters relating to real estate law, including assistance in the sale or acquisition of real property, structuring of real estate developments with residential, commercial, industrial and mixed purpose, as well as in financial transactions involving real property, such as securitisation, mortgage backed securities and real estate investment funds.

www.scbf.com.br