+Economic Law and Antitrust

The law firm has a vast experience and well known expertise in administrative procedures before the Brazilian Antitrust Agency (CADE), including but not limited to:

  • Filing and defense of mergers and acquisitions before CADE;
  • Opposition to and participation in merger proceedings before CADE on behalf of third interested parties and opposing parties;
  • Defense of companies and individuals in administrative procedures, preparatory procedures and investigations of violations to the economic order, both cartels and unilateral conducts (exclusivity, commercial policy, tying, and others);
  • Drafting of proposals and negotiation of leniency agreements, cease and desist commitments and agreements in the scope of a merger procedure before CADE;
  • Antitrust advice on the duty to notify a given merger, acquisition or associative contract as an Act of Concentration;
  • Risk assessment of corporate contracts in what pertains to Antitrust Law; and
  • Defense in legal suits arising from administrative decisions by CADE, including but not limited to annulment actions and claims for damages.
+Corporate and M&A

The firm provides legal assistance in corporate and mergers & acquisition (M&A) and works on:

  • Incorporation of companies joint ventures,  consortia, foundations, association and other forms of partnerships;
  • Drafting and negotiation of shareholder’s agreements, joint venture agreements and investment agreements;
  • Advice on legal aspects relating to corporate aspects and corporate governance of publicly- and closely-held companies;
  • Participating in general meetings of shareholders or partners;
  • Advice on corporate restructuring;
  • Legal due diligence and advice on mergers and acquisitions (M&A), transfer of control, purchase of company shareholdings and assets, private equity funds and financed acquisitions; and
  • Foreign investments structure and divestments.
+Capital Markets

Sampaio Ferraz Advogados Capital Market team has extensive experience and works on:

  • Regulatory advice applying to publicly-held companies;
  • Public and private offerings of securities;
  • Public offerings of share acquisition (OPAs);
  • Filings and cancellations of publicly-held companies’ registration;
  • Private equity and investment funds, including structured funds such as private equity funds (FIP), credit rights investment funds (FIDC) and real estate investment funds (FII);
  • Defenses in administrative proceedings underway at the Brazilian Securities Commission (CVM) and National Financial System Appeals Council (CRSFN); and
  • Proceedings related to auto regulation of BM&FBOVESPA and ANBIMA.
+Banking and Finance

Sampaio Ferraz Advogados lawyers are fully qualified to assist clients in banking and financing transactions. The banking and finance practices covers:

  • Legal advice to financial institutions, funds administrators and asset managers, including with respect to acquisition, incorporation and authorization to operate;
  • Legal advice on structured transactions;
  • Syndicated loans including with multilateral bodies;
  • Debt restructuring;
  • Securitization;
  • Acquisition financings;
  • Structuring of various types of collateral; and
  • Administrative proceedings before Brazilian Central Bank and National Financial System Appeals Council (CRSFN).
+Infrastructure and Project Finance

The infrastructure team is specialized in public procurement proceedings as well as contractual and regulatory aspects, including:

  • Advice on bids, public procurement agreements, permits, authorizations, concessions and Public-Private Partnerships (PPP);
  • Agreements required for the development and implementation of infrastructure projects, including engineering, procurement and construction agreements (EPC, BOT and aliance), built-to-suit agreements, operation and maintenance agreements (O&M), procurement and supplier agreements, and purchase and sale agreements;
  • Project finance, including memorandum of understanding (MOU), term sheets, financing agreements, warranty agreements, equity support agreements (ESA), account management agreements and intercreditor agreements; and
  • Insurance.
+Administrative Law and Regulatory

Our practice in Administrative Law and Regulatory includes public bidding procedures and cases involving public law and regulated sectors, particularly before ANTT, ANTAQ, ANP and ANAC. It entails:

  • Participation in the public consultation and/or public hearing process with regard to public bidding procedures and administrative contracts;
  • Review of public notices and administrative contracts;
  • Assistance in the drafting of qualification documents and proposals;
  • Filing of administrative appeals and oppositions, judicial remedies and/or complaints before Budget Oversight Boards;
  • Advice on procedures for waiver or inapplicability of bidding procedures;
  • Drafting of petitions for economic and financial rebalancing or extension of contracts;
  • Advice and drafting of petitions in connection with change in consortia composition, disposal of corporate control, subcontracting, assignment of contracts, offering of collateral, assignment of future receivables, use of ancillary income etc.;
  • Defense against contractual or administrative penalties;
  • Practice in important matters involving regulatory and public law issues in relation to infrastructure sectors (e.g.: ports, airports, highways, water and sewage treatment, rail and pipeline transportation, biofuels and petrochemicals);Assisting clients in public procurement procedures involving the concession of utility services, contracts with the government for new areas in public properties; and
  • Proceedings involving the discussion of penalties imposed by regulatory agencies.
+Anticorruption and Compliance

The firm provides legal advice on:

  • Due diligence on anticorruption matters;
  • Internal investigations;
  • Cooperation and negotiation of leniency and plea bargain agreements with Brazilian authorities (Ministério Público, Advocacia Geral da União – AGU, Ministério da Transparência e Controladoria Geral da União – CGU, Comissão de Valores Mobiliários – CVM, Banco Central do Brasil – BACEN e Tribunais de Contas);
  • Monitorship programs;
  • Defense in administrative and court proceedings; and
  • Review or implementation of Compliance Programs, Ethics and Conduct Codes and Internal Policies.
+Litigation and Arbitration

The Litigation team of Sampaio Ferraz Advogados works on the resolution of judicial disputes, as well as in arbitration proceedings, representing its clients before various national courts and governmental agencies, in matters involving civil law, commercial and corporate law, insurance, administrative and regulatory law, constitutional, antitrust, banking and consumer law.

The Litigation team also provides:

  • Out-of-court advice on the analysis, drafting and review of civil and commercial contracts;
  • Drafting of legal opinions and affidavits;
  • Risk assessment of lawsuits; and
  • Litigation prevention.