Banking and Finance
- Structuring of debt financing transactions
- Negotiation and drafting of financing documents and other banking instruments, including secured and unsecured credit agreements in bilateral and syndicated transactions, senior, subordinated and mezzanine financing agreements, documentary credit documents, lease agreements, and bank guarantees
- Negotiation and drafting of security instruments, including personal guarantees (“fianças”), assignments (“cessões”), pledges (“penhores”), mortgages (‘hipotecas’), and fiduciary liens (“alienações fiduciárias”)
- Brazilian Central Bank’s (BACEN) regulations, including registration of foreign loans
- Financing by development banks, multilateral lending institutions and export credit agencies
- Infrastructure and project finance, including structuring, negotiation, and preparation of term sheets, financing agreements, commercial agreements, collateral package, and insurance agreements; assistance with regulatory authorities, including compliance of environmental requirements
- Debt restructuring and credit recovery, including the representation of banks as creditors in work-outs and bankruptcy cases.
We advise our clients in the conception of preventive structures as well as in the drafting of defences and responses filed with the authorities. We have expertise in conducting internal investigations, Third Party Due Diligence, implementation of compliance programmes, training, negotiation of settlement and leniency agreements with authorities, crisis prevention and management, general advice, among others.
- Negotiation, drafting, execution and review of any type of contracts involving brazilian and foreign companies and financial institutions, such as commercial agreements, purchase and sale agreements, lease, franchise, licensing, agency, distribution and other agreements;
- Issuance of legal opinions addressing specific questions of contract law;
- Assistance in cases of contractual default and problems related to the performance of a contract.
Corporate Criminal Law
Our team also advises and keeps up with police investigations and proceedings. Our practice areas include:
- Economic Crimes
- Crimes against diffuse and collective assets
- Crimes against intellectual property
- Crimes against public administration
- Administrative Law with criminal focus
Corporate / Mergers and Acquisitions (M&A)
- Determining and implementing the best corporate and tax structure for a business.
- Formation of corporations, limited liability companies, single member companies foundations, cooperatives, associations, consortiums, partnerships and joint ventures.
- Negotiation and drafting of articles of association, bylaws, minutes of meetings, shareholder agreements and other corporate instruments.
- Assistance with routine corporate aspects, including writing up and maintaining corporate books and minutes.
- Succession planning.
- Structuring of mergers and acquisitions, takeovers, spin-offs, joint-ventures and strategic alliances, including the negotiation and drafting of all required agreements and due diligence reviews.
- Representation before regulatory agencies such as the Comissão de Valores Mobiliários – CVM (Brazilian Securities and Exchange Commission).
- Consultancy for HR departments
- Drafting of legal opinions
- Negotiation and drafting of employment contracts, profit-sharing plans, share option plans, employment termination agreements and severance agreements
- Representation of individuals and companies in labor disputes
- Negotiation of collective bargaining agreements
- Due diligence reviews and assessment of labor liabilities
- Crisis management, assistance with strikes, lock-outs and other employment-related turmoils
We offer our clients legal support in all phases of an energy project: generation, transmission, distribution and power trading. We have a strong focus on renewable energy sources, especially wind, solar, small hydro power, biomass and green hydrogen, acting in:
– Structured transactions and project financing;
– Mergers and acquisitions (M&A);
– Contracts for project development such as ECP, EPCM, O&M and supply of equipment;
– Advice on auctions and administrative proceedings underway at MME, ANEEL, CCEE, EPE, ONS;
– Power trading in the free and regulated market;
– Distributed generation;
- The procedures for environmental licensing and the resolution of pending issues with public environmental authorities
- The conduction of environmental due diligence in order to assess environmental liabilities and risks to both company operations and financial and property transactions
- Negotiating agreements and conduct-adjustment terms (TAC) in the management of contaminated areas, which are resolved by the Public Prosecutor and Public Civil Actions
- Administrative defenses and appeals against environmental infraction notices
- Legal opinions on environmental law issues and monitoring of sector-based environmental legislation
- Legal advice on the areas of energy, petroleum, gas, mining and industry, including the biodiversity, bio-security and carbon trading sectors
Foreign Investment in Brazil
- Structuring and formation of investment funds, such as FIDCs, FIPs, and FIIs
- Advice on matters relating to exchange controls, remittance of dividends, repatriation of capital, and conversion of foreign credits into investments
- Registration of foreign investments and foreign loans with the Brazilian Central Bank (BACEN)
- Development of investment products and services, including private equity funds, venture capital funds, infrastructure funds, real estate funds, and distressed assets funds
Global Mobility and Immigration Law
- Registration of trademarks and domain names
- IP agreement rights
- Registration of technology transfer agreements
- Drafting and reviewing trade secret related agreements.
- Consultancy on conflict prevention and negotiation of settlements
- Representation of clients in civil consumer and commercial lawsuits at all levels of the Brazilian Judiciary System, especially in disputes over corporate law, commercial contracts, banking law, liability and real estate
- Enforcement of security interests and foreign judgments and arbitration awards
- Bankruptcy and reorganization
Mind Sports, Draws, Gaming and Betting
Montgomery & Associados provides assistance in the main areas of Public Law:
- Guidance on government contracts
- The structuring of Public-Private Partnerships (PPP)
- Administrative litigation and regulatory issues, including advice on the implementation, revision and renegotiation of contracts
- Drafting legal opinions on matters of Public Law, and analysing the risks involved and the resolution of disputes;
- Advising Brazilian and international clients on the resolution of issues pending with regulatory agencies
- Performance of legal audits on infrastructure projects with a special focus on the regulatory area
- Evaluation and establishment of legal strategies and appropriate lines to be taken in bidding procedures, including the filing of challenges and administrative appeals
Tax and Customs
- Tax and social security consultancy and planning
- International business tax consulting
- Judicial and administrative litigation
- Assistance in the development of structuring import and export operations, considering the tax and customs aspects involved and representing clients before the Brazilian Federal Revenue Service and government tax agencies