Practice areas
Business law and contracts
A well-drafted contract resolves, before it exists, most of the disputes that would otherwise reach a Brazilian court three years later.
The firm has provided business advisory and litigation services since 1985 · drafting and reviewing contracts, forming and amending companies, shareholder disputes, legal opinions and support for companies in financial difficulty, a matter governed by Law 11,101/2005 as amended by Law 14,112/2020. The work covers both routine contracts and moments of crisis.
What the practice does in this area
- Drafting and reviewing contracts between companies and with individuals
- Analysis of clauses, guarantees and conditions before signing
- Formation, amendment and dissolution of companies
- Shareholder disputes and valuation of a departing partner’s stake (apuração de haveres)
- Legal opinions on specific transactions and risks
- Renegotiation of debts with suppliers, employees and creditors
- Support for companies facing difficulty in their day-to-day cash flow
The clause nobody reads is the one that decides the dispute
Jurisdiction, guarantees, penalties, termination events and the adjustment index are rarely discussed at signing, and are almost always what the dispute is about. Reviewing those five clauses before signing costs a fraction of what arguing about them later costs.
A company without a shareholders’ agreement is a gamble
The articles of association define the structure, but rarely settle what happens when a partner wants to leave, dies, divorces or falls out with the others. A shareholders’ agreement deals with exactly that, and it is written while everyone still agrees.
Court-supervised reorganisation is not the first step
Law 11,101/2005, amended by Law 14,112/2020, provides for judicial reorganisation (recuperação judicial) and for an out-of-court variant. Before either, there is wide room for direct renegotiation with creditors, which preserves commercial relationships and avoids the public exposure of a formal procedure. The choice depends on the size and nature of the liabilities.
Local counsel in Rio de Janeiro
The firm also acts for law firms based elsewhere that need a presence in Rio de Janeiro · hearings, court diligences, filings, collection of case files, review of proceedings and case monitoring, with an objective report on every act performed.
Frequently asked questions
Do I need a lawyer to open a company in Brazil?
The registration itself can be handled by an accountant, and in practice usually is. A lawyer makes the difference in the content · the articles of association define voting thresholds, management powers, entry and exit of partners and distribution of results. These are structural decisions that become difficult and expensive to change later.
What is apuração de haveres?
It is the Brazilian procedure that determines how much the stake of a partner who withdraws, is excluded or dies is worth, so that the amount can be paid out. The valuation method may be set in the articles of association. When it is not, the dispute over the method is usually the core of the shareholder litigation.
My company has debts. Is judicial reorganisation the answer?
Not always. The judicial reorganisation of Law 11,101/2005 carries significant costs, deadlines and reputational effects, and places the company under a strict regime. In many cases, direct renegotiation with the main creditors, or the out-of-court reorganisation, serves better. The choice depends on the profile of the liabilities and the nature of the creditors.
Is a verbal contract valid in Brazil?
As a rule yes, except where the law requires written form, as in the purchase and sale of real estate. The problem with a verbal contract is not validity, it is proof · without a document, showing what was agreed depends on witnesses and circumstantial evidence, which makes the outcome far less predictable.
Does the firm work with companies based outside Rio de Janeiro?
Yes. Beyond direct client work, the firm acts as local counsel (correspondente jurídico) in Rio de Janeiro for law firms based elsewhere, handling hearings, court diligences, filings and case monitoring in the city.
Informational content only, with no offer of services for any specific case, in line with Rule 205/2021 (Provimento 205/2021) of the Brazilian Bar Association (OAB).