Winning a concession or bidding process depends on a strategy conceived from the moment a public notice is made available. The obtaining of all documents, attention to all formalities required, administrative objections to nonconformities and promptly challenging of unremedied irregularities in court are all essential elements of the service we provide. It is not simply about winning (that is, meeting all requirements and bypassing deficiencies); it is necessary to ensure that the flaws shown by competitors are appropriately used.
We have proven experience in the provision of legal services to large occupational categories, advocating, among other things, the interests of entities representing federal judges and tax auditors (working and retired professionals) in matters involving their remuneration and ancillary issues. Our services are provided on a national level, with special attention being given to Higher Courts, where the definition of judicial precedents is of utmost importance (see related topic).
We are firmly convinced that decisions must come from businesspeople, and that the role of attorneys is to facilitate their developments, aiming at maximizing the expected results. When existing contract mechanisms and legal restrictions seem to create obstacles to the celebration of an agreement, attorneys often give up and try to talk clients out of the deal, even if their project is genuine. But we believe that laws should adapt to the pace of business and that room must be given for good ideas. That is why we stimulate creativity and we always try to think of something that no one else has. Therefore, we contribute to the evolution of corporate and commercial law and we provide our clients with legitimate and efficient contract mechanisms so they can carry out their projects in a safe and secure way.
The continuity of corporate organizations depends on the adoption of good practices in corporate governance. However, we strongly believe that the governance principles and good practices cannot be adopted without major adaptation efforts and without the concern of accommodating the interests and expectations of several shareholders and managers of the company. Based on this assumption, our assistance in the area of corporate governance combines creativity and strategic vision, so that the solutions proposed are the ones most suitable to the peculiarities of each company and to the projects of shareholders and managers, assuring its stability and continuity, as well as the satisfaction of all parties involved.
In order to be successful and deliver the expected results, new developments must have a sound legal structuring and the role of all investors must be appropriately defined. When providing assistance to companies in this decisive moment, we maintain the focus on what we see as the pillars of corporate success: 1) agile decision-making, 2) balance between partners, taking into account the contributions and responsibilities of each party, 3) the stability of the business. This same view guides the assistance we provide in corporate reorganizations, so that all decisions are made quickly, the partners take part in the process and the success of the operations is consistent and long-lasting.
The creation and development of business opportunities in technology and innovation require a new kind of legal assistance. Taking into account that the start-up company needs to have a lean structure and does not have massive investments at its disposal, the company's corporate and contract organization must be conceived so that all persons involved are encouraged to invest in the business at first, only reaping the rewards in the future. At the same time, the company needs to be prepared to attract investments, grow and increase in scale. Our assistance services fulfill these two requirements, making it possible for a start-up company to overcome its initial stage, delivering to entrepreneurs and investors the returns expected in the future.
Succession planning is essential to the preservation of the assets owned by the company and entrepreneurs. Our assistance services include planning the structuring and implementation – by means of creating companies, reorganization of existing legal entities, division of assets while the owner is still alive and drafting wills and other legal instruments. These operations are complemented by the activities carried out by the tax law area.
A due diligence não é um mero levantamento burocrático de informações e documentos. Quando uma empresa é submetida a uma auditoria, com vistas à realização de uma operação societária, há sempre quem queira depreciá-la, e quem queira valorizá-la. Quem quer depreciá-la tenta se valer da due diligence para destacar os potenciais passivos e riscos da sua atividade. Quem quer valorizá-la, por outro lado, tenta extrair das informações e dos documentos tudo que pode influenciar positivamente a valuation do negócio. Na maioria dos casos, a divergência é uma questão de interpretação dos materiais e dados obtidos. Sabendo disso, nossa atuação durante uma due diligence tem o propósito de destacar, de pôr às claras, as circunstâncias que favorecem a posição do nosso cliente na negociação. Os advogados da outra parte farão o mesmo, e, sem esse contraponto, não se consegue chegar a um arranjo equilibrado, com prejuízo para a negociação e para o sucesso do empreendimento.
Mergers and acquisitions are important mechanisms of corporate consolidation and expansion. In order to succeed, operations must define their corporate strategy as well as the negotiation methods and legal structure of the business in question. By providing assistance to the acquiring or the acquired company, we work intensely during preliminary dealings and in the definition and elaboration of all legal instruments, having three goals in mind: 1) maximizing business results, 2) provide security to clients, 3) enable the achievement - in the long run - of the corporate strategy that motivated the operation.
Public-private partnerships have been growing in number lately, being responsible for a large share of the recent development seen in Brazilian economy. We provide assistance to our clients in the pursuit of opportunities, by setting up dialogs with governments, as well as in negotiations, the structuring and the implementation of those partnerships. We also provide full legal assistance so they can participate in bidding processes, with the purpose of maximizing their chances of success and provide safety and security to all contractual relationships established between our clients and governments.
Several consequences originated from insecurities in the corporate world can be avoided by making use of a compliance system that is able to make sure that all regulations applied to the activity in question are complied with, preventing legal and reputation problem, as well as the administrative, civil and criminal liability of the company and of its managers. The Anti Corruption and Anti Money Laundering Laws have given even more importance to the structuring and the implementation of efficient compliance systems. We have professionals specialized in compliance, and we take care of the entire process, which includes the following stages: (a) assessment of the risks in the segment in question and definition of the compliance model that is most appropriate for the company; (b) creation and implementation of a compliance system; (c) drawing up of Compliance Regulations and Code of Ethics, reviewing the company's website, contract models and other documents; (d) assistance in the selection and training of compliance department members; and (e) compliance audits.
We have comprehensive experience in the contestation of infraction notices before several entities and agencies, with a high level of success in eliminating administrative fines. Our activities are focused on prevention, since our main goal is to eliminate suspicions of illegality, therefore preventing the occurrence of new infraction notices and preventing matters from being brought to court. When there are no alternatives left, we thoroughly assess the chances of success in court and, whenever this is strategically advantageous, we take the initiative to bring the matter before the courts. In all cases, we adopt measures capable of allowing legal disputes to take place without damages for the company, such as filing protective measures or requesting injunctions that guarantee the issuance of good standing certificates and prevent administrative restrictions to the company's activities.
The confidential aspect and the agility of arbitration proceedings, the high level of specialization of arbitrators and the effectiveness of arbitration decisions are advantages that ought to be taken into account, and in order to allow clients to take advantage of these benefits, we have the necessary skills to carry out activities in ad hoc and institutional arbitration proceedings, both in Brazil and abroad.
Our activities are aimed at the fulfillment of the corporate goals set by our clients, even during times of crisis. We consider ourselves business partners. If the company is in its early stages, we take part in its legal structuring, focusing on its future success. If success has already been achieved, we work relentlessly in order to provide security to the commercial development and enable its growth. If a crisis occurs, we see the challenge of recovery as our own. And during these times, creativity makes all the difference. We are committed to creating solutions so times of crisis become a thing of the past. We can make use of judicial recovery if we are able to devise - in conjunction with the company - a consistent and feasible plan. However, if bankruptcy should occur, there is a lot to be done since the protection of the assets held by shareholders and managers becomes our top priority, which demands diligence and determination, so that the company's demise does not mean the end of the entrepreneurs who took a chance on the business. In our opinion, this is what it means to be a partner of our client: standing alongside our clients, from beginning to end.
Even matters of minor relevance may become strategically important when brought before courts by means of class actions. A single action can have a huge economic impact, interfere with the company's business model and force it to significantly change its commercial activities. Due to the repercussions and the massive impacts caused by these actions, the activities carried out by professionals in charge of the company's defense must protect the company's image and limit the possible harmful effects of such actions. More than simply winning the action, it is important to show the company's social responsibility, preventing large-scale losses and protecting the company's brand and business reputation before courts, consumers and shareholders.
When lawsuits involve complex business operations or have strategic importance, attorneys need to have a more proactive attitude - more than the usual proactiveness - and constantly dialog with judges and magistrates. In practical terms, this means that attorneys representing companies must be one step ahead of all legal rulings, translate complex discussions and put them in more simple and comprehensible terms, and intensify contacts with members of the Judiciary Branch. In international commercial litigation, these precautions must be further enhanced, since the Judiciary Branch in general is not familiar with the regulations and practices seen in international trade, which may lead to losses from the party that is unable to translate them properly and convince judges that their conduct is in accordance with such regulations and practices. This more proactive and careful conduct assures a higher level of control with regard to the lawsuit, preventing surprises and making judges understand all statements and postulations made by the company, leaving no room for doubts with regard to its good faith. By acting in such a way, we show a confident nature to the Judiciary Branch and increase our clients' chances of success.
Dealing with other people's money demands increased attention and care. We take measures that allow us to efficiently recover credits. Together with the client, we periodically create attractive proposals for mass conciliation and promote specific project for their realization. We monitor noncompliance of agreements executed so that all applicable measures can be immediately taken, also monitoring the receipt of credits for liquidation through the firm's and the client's systems, with information being constantly updated. We have strict controls of all documents received and sent to clients, with a specific area, with restricted access, for filing and safeguarding credit instruments. In a preventive way, we identify the client's areas/procedures that give rise to debt and we provide orientations so problems are minimized. We present reports with specific information on legal and financial results and information on how to meet the specific demands raised by the client's operations. We control the pace of proceedings in court by monitoring the progress of lawsuits, and we create strategies in order to prevent debtors from making use of procedural measures aimed at postponing the payment of their debts.
We have a history of success in managing large portfolios of mass litigation throughout the national territory, meeting the demands presented by the characteristics of each region, as we know that, despite the increasingly larger number of legal disputes, each case is unique. We believe that simply monitoring lawsuits is not enough - we must know them in depth. And knowing them in depth is not enough, as we must assess all liabilities involved. Assessing all liabilities involved is not enough - we must estimate all future expenses. And estimating and calculating is not enough - we must reduce liabilities and prevent new liabilities, acting in a preventive way and having the client's goals as our guiding lines. In order to provide unique and exclusive services and based on these premises, we have at our disposal a comprehensive infrastructure, qualified staff, wide-ranging experience and excellent planning skills, which allows us to take over the management of large portfolios within a short time frame and with total security.
Litigation can be more costly and tiring than waiving the interests and rights defended by the parties. In these cases, attorneys must seek means to prevent and solve the litigation out of court. We are negotiators and we value the ability to bring parties closer together so they can reach an agreement. But we know that court litigation can be avoided and, in these cases, arbitration may be a good alternative.
Usually, the Public Prosecutor's Office makes use of civil inquiries in order to gather evidence of illegal acts or abusive conduct by a company so they can later on file a class action. Since this action can have serious repercussions, our main goal during an inquiry is to show the legality of the company's conduct, preventing this matter from being taken to courts or making way for the execution of a Conduct Adjustment Agreement (TAC) with favorable terms. In order to do so, the interaction with members of the Public Prosecutor's Office must be constant, showing a collaborative conducte and casting aside any suspicions regarding the conduct of the company and of its representatives. By carrying out such activities, we provide clients with a comprehensive and definitive solution, without the need of legal disputes.
It is tendency that e-commerce can only grow, and its impact in the consumer market will be increasingly larger as time goes by. This presents us with many challenges, since the existing legal instruments and criteria have been conceived taking into account a very different reality, in which purchasers and sellers met somewhere and conducted business. Therefore, we must think about innovative ways to structure the offer and sale of products and services on websites that are secure from a legal standpoint and can, at the same time, be validated by courts and consumer protection agencies. We provide these services with resourcefulness and confidence because, in addition to knowing laws and all traditional legal instruments, we are creative enough to innovate and are always up-do-date with regard to the latest technologies and the trends of the e-commerce world.
A Conduct Adjustment Agreement (TAC) can be an alternative when the Public Prosecutor's Office discovers irregularities in corporate activities. With a TAC, the issue is kept out of court and possible damages to the company's image are prevented. When we attest that risks of a dispute in court need to be prevented, we establish a constant dialog with the agencies comprising the Public Prosecutor's Office in order to allow for the signing of a TAC provide our clients with more feasible and advantageous compliance conditions, when comparing with the consequences that may come as the result of a dispute in court.
It is of no use to have a consumer contract signed that is filled with supplier protection clauses if such clauses cannot be justified before a court of law. Prevailing interpretations and current legislation allow judges to annul or simply disregard contractual clauses that are deemed abusive or in conflict with the concept of good faith. For this reason we prepare and review consumer contracts and general clauses regarding products and services, as well as carefully set up effective protective measures that can be both clear in content and justified based on reasonable terms and good faith. This is very important in cases of litigation because, otherwise, the practical effectiveness of the contract would be nonexistent, resulting in damages for the company and the sustainability of it business model.
Over the last few years, the awareness of Brazilian consumers in regards to their rights has been growing in the same proportion as their consumption capacity. This has resulted in people increasingly seeking assistance from consumer protection agencies, such as Procon, which has, in turn, resulted in an increase in the number of filed complaints. By carrying out preventive actions, we can help our clients increase their complaint resolution levels and develop positive practices capable of increasing consumers' satisfaction levels and decrease the risk of administrative fines and proceedings. By solving complaints on an administrative level, we are able to significantly decrease the number of lawsuits, as well as administrative fines.
The creation or development of a new product or service demands that the relationship between the company and consumers ought to be strategically planned, in order to prevent problems in the future and maximize business returns. In this decisive moment, we take on a relevant role because we help the company to legally structure its relationship with consumers, preventing complaints and administrative fines/proceedings, as well as decreasing the possibility of legal liabilities in connection with the provision of a given product or service. We know that nowadays this can be decisive for the lasting success of a business, and we make great use of our creative skills on order to help companies achieve that goal, without breaking the law or violating consumer rights.
Our office in Brasilia has partners with comprehensive experience in party-related and electoral topics dealt with at the Superior Electoral Court, combined with comprehensive experience in providing legal services to several political parties and coalitions and with the experience of having already served as law clerks to Justices of said court. Without any kind of political affiliation or inclination, we carry out exclusive and technical activities in the field, which includes the repercussions of cases when they are sent to the Supreme Federal Court.
The concern shown by lawmakers and governments with regard to the compatibility between economic development and environmental management of companies is nothing new. In parallel to legal-environmental counseling services, the need for companies to carry out preventive actions before governments and environmental protection agencies is also on high demand nowadays. The diversity of environmental laws on municipal and state levels, the need for them to be in alignment with federal and constitutional laws and the companies' administrative, civil and criminal liability with regard to possible or actual environmental damages require special attention when it comes to corporate decisions and business ventures. Preventive actions before governmental and environmental protection agencies, in conjunction with top-class legal-environmental counseling, not only strengthens the company's image but it also consolidates its internal mechanisms and procedures related to environmental management.
Our office has become notorious for providing legal assistance in leading cases filed with the Supreme Federal Court in regard to various matters. From tax matters (such as 0% rate IPI and IPI tax credits) to matters related to administrative law (limits to the Federal Court of Auditors' jurisdiction), matters related to consumer protection (use of asbestos by industries) and worker protection (prevalence of salary policy laws over collective labor conventions). We were pioneers in the use of the amicus curiae figure at the Supreme Federal Court, in the late 1990s, having also introduced the concept of modulating the time effects of decisions in diffuse constitutionality control with regard to tax-related matters. Our office in Brasilia is focused on conducting strategic cases, being constituted by partners who have been dedicated for over two decades to legal practice before Higher Courts and who have previous experience working at the Federal Supreme Court as law clerks.
It is really important to create a suitable strategy for defending corporate interests since the administrative proceedings executed by Regional Labor Inspection Offices and the Labor Prosecutor's Office. This occurs not only because the discussions held in this stage is an integral part of the subject matter of a potential class action, but also because of the relevance of the obligations and fines that companies have been forced to comply with, which are also commonly accompanied even by the suspension of all corporate activities. Often, we see that that high amounts set for fines are due to the incorrect typification of the violation by the inspection authority, since the calculation method (per violation or per employee) may completely influence the calculation of the amount to be paid, especially in the case of companies with a large number of employees. Our expertise on the matter has led us to obtaining important success both in the administrative and the judicial spheres, including by means of filing actions for annulment and injunctions.
Our operation method is characterized by our incessant proactiveness. We know that exhausting all judicial and administrative procedures is not always the best alternative for our clients. The search for alternative solutions of conflicts has resulted in the creation of a multi-disciplinary team named "Agreement Lab". Our team is responsible not only for conducting conciliation negotiations for our clients, but also for the integral creation of agreements policies, formatted individually in accordance with the particularities and needs of each company.
We have a history of expertise in class actions. The Labor Prosecutor's Office has been more active and its out-of-court and court actions often involve the imposition of obligations that are impossible to fulfill, as well as the payment of compensations that are impossible to be paid. Not to mention the possible political and reputation repercussions and of this kind of action. Our experience shows that (a) the legal/evidentiary strategy chosen in the administrative stages of the action; (b) the detailed analysis of the matter at hand (aiming at assessing the suitability of the class action, as well as the Labor Prosecutor's Office's standing/jurisdiction); and (c) the attestation that possible irregularities have already been remedied or are being solved are essential to achieving success in these kinds of action.
Even though collective labor conflicts are becoming more frequent, we know that quite often the matter ought to be discussed in a court of law when a collective dispute is filed. We have a specialized team to deal with such cases. We are pioneers in discussions regarding the demand of a common agreement in order to file a collective dispute. We also have solid know-how to work on disputes related to employees’ right to go on strike, carrying out incisive actions throughout the national territory in cases in which legal interventions are necessary to resume corporate activities, which includes joint efforts with the Labor Prosecutor's Office when it comes to assure that essential public services are provided, such as health care and public transport.
The amounts involved in lawsuits and administrative proceedings have been substantially impacting corporate results more and more each day. Because of this, not only do we seek success in ongoing actions, but we also carry out preventive measures to reduce new liabilities. We know that the simple management of lawsuits does not meet corporate demands. The causes behind losses and the presentation of safe solutions so these can be prevented must be identified. Our professional focus lies on full partnership with the companies' internal legal and HR departments, aiming at creating a personalized joint action plan, setting up goals that drive us to obtain results that are concrete and easy to appraise. Quite often, small changes in the companies' daily routines are enough to reverse cases of successive losses, which is not always identified due to the lack of dialog between the professional responsible for the lawsuit and the people responsible for executing the services. We also offer audit services for all of our clients' routines, seeking to identify opportunities that lead to the reduction of clients' labor liabilities. We believe that simply monitoring lawsuits is not enough - we must know them in depth. And knowing them in depth is not enough, as we must assess all liabilities involved. Assessing all liabilities involved is not enough - we must estimate all future expenses. And estimating and calculating is not enough - we must reduce liabilities and prevent new contingencies.
The execution of international labor agreements is becoming more and more commonplace each day due to globalization. We have attested expertise to deal with these matters, providing integral orientation so that companies can hire foreign workers in a proper and appropriate way. Moreover, we provide guidance so companies can put together working arrangements for Brazilian workers providing services abroad, either on a temporary or permanent basis.
We believe in the need of total partnership and integration between Andrade Maia and our clients' HR departments so that the activities aimed at preventing or conduction of judicial cases can succeed. Faithful to this principle, we have developed a personalized booklet with orientations, which is customized according to the realities of each client, aiming at optimizing the HR policies already in place. In order to do this, training sessions are organized for the HR areas, with meetings and lectures aimed at identifying and minimizing possible labor risks and align the company's goals and strategies.
The simple management of lawsuits does not meet corporate demands. That is why we carry out activities aiming at providing comprehensive services to clients, which involve: → we are committed to uploading all the information needed to monitor lawsuits from a legal and financial point of view to internal corporate systems in real time; → solid investments in Information Technology in order to provide clients with the latest and safest lawsuit management tools; → drawing up diagnosis reports of the main causes behind losses, pointing out prevention measures to avoid new liabilities; → audit of all corporate routines, aiming at identifying opportunities that lead to the reduction of labor liabilities; → data management (development of procedural, financial and audit analytical reports); → management of contingencies and provisions; → drawing up agreement policies; → expertise in managing large portfolios of cases; → strategic activities performed before the Superior Labor Court and the Supreme Federal Court; → services in the strategic management of conflicts and collective negotiations; → expertise in collective labor disputes, public civil actions and cases related to occupational safety and health; → assistance with regard to records and unionization; → consulting services in outsourcing contract management.
Knowing that procedural, financial and audit reports constitute documents that are essential to the legal management of our clients, Andrade Maia has become notorious for the creation of tools that allow for the exact identification of corporate labor liabilities, as well as the stipulation of a strict expense schedule. We have a specialized and multi-disciplinary team dedicated exclusively to the development of this work, such team being comprised by professionals that received training on international audit regulations, being able of calculating the exact amounts necessary to deal with the labor liability identified. Therefore, undue retention of amounts is avoided, which allows for the improvement of companies' financial results. The results obtained in the management of contingencies and provisions result not only from the team's expertise in the search for safe and creative alternatives (such as analysis of the need of third-party provisions, use of court deposits and appeal deposits for provision deductions, etc.), but also from the heavy investments in IT tools which allows for the elaboration of any kind of survey/mapping and charts of the client's interests.
Due to the particularities associated with the management of large portfolios, as well as due to the high amounts involved, we have developed our own methodology for this kind of work, focusing on results and legal security. We are used to working with goals that meet corporate needs, as well as used to developing specific plans for the interests of each client, such as developing agreement policies, mapping possible conciliation demands, estimating gains, devising strategies for mass conciliations, etc. The work of Andrade Maia on a national level allows us to manage large portfolios throughout the national territory. Aiming at providing clients with actions filed in several Brazilian states with the exact same level of excellence in service as the level available in locations where we have offices, we have developed a unique selection and control process for local attorneys. We demand from our business partners that they fulfill the same requirements set forth for our own professionals. This includes not only the necessary legal knowledge, but also the use of administrative tools for each contract, as well as the share of philosophies that provide clients with the assurance that the service provided to them will be one and the same.
Issues related to occupational health, safety and medicine have been increasingly generating more serious and undesirable legal and financial consequences for companies, ranging from reintegration into employment, unfavorable legal decisions with high amounts to be paid in compensation and lifelong pensions to lawsuits requesting refunds filed by the Brazilian Social Security Institute (INSS). We have specialized professionals exclusively dedicated to dealing with these matters, and they also count on the support of medical experts and engineers with attested professional experience. In addition to providing clients with a unique method for monitoring lawsuits, this multi-disciplinary team is fully capable of reviewing and drawing up LTCATs (Technical Reports of Environmental Working Conditions), PPRAs (Environmental Risk Prevention Programs) and PCMSOs (Occupational Health Medical Control Program), in addition to all corporate routines related to occupational health and safety.
The structuring of an outsourcing process requires a series of precautions for its implementation and maintenance, especially when it comes to service agreements and their management. Often, what may seem like an excellent financial opportunity becomes an undesirable labor liability. Our activities consist of assisting, in a clear and objective way, the contracting of a reputable service provider in good financial standing, in addition to inspecting the fulfillment of its labor obligations and payment of labor charges, in order to minimize labor and legal risks that are inherent to outsourcing processes. The procedures included in the management of service providers include the following: i. verification of all service agreements in effect and all related contractual obligations; ii. identification of the background of the company and its shareholders; iii. analysis of all labor contingencies and all related provisions; iv. analysis of all documents related to the labor agreements of all outsourced workers; v. analysis of the financial standing of the outsourced company; vi. verification of INSS and FGTS payments for all outsourced workers; vii. verification of payments related to taxes and charges by the outsourced company; viii. verification in situ of all the activities carried out by third parties, the working environment and all matters related to Occupational Health and Safety.
Quite often, companies receive every fiscal year charges regarding union contributions related to more than one union representing their employees' economic and/or professional category, and they do not know to which union payment should be made, which generates legal uncertainties with regard to the choice of the union that will mediate collective negotiations, a difficulty that may result in massive financial impacts. We have comprehensive experience in the assessment of unionizations, adopting all measures deemed necessary to solve overlaps, even executing all applicable proceedings on the Ministry of Labor and Employment systems.
The activities carried out within the scope of Higher Courts demand a deep knowledge of their inner proceedings, precedents and orientations. We are recognized for our work in Brasilia, especially in the conduction of strategic actions, which involve matters of substantial repercussion, usually linked to rescission and collective actions.
Collective negotiations are admittedly a good opportunity to adapt labor laws to the working conditions found at each company. If well conducted, they can result in substantial gains for employees and employers. But the contrary is also true. Quite often, collective negotiations carried out without specialized assistance may lead to major financial risks, especially because Labor Courts have issued understandings that are not uniform in terms of collective private autonomy. At the same time, the validity of collective regulations has been challenged by the Labor Prosecutor's Office more often. Therefore, the monitoring of these conflicts by professionals specialized in this area becomes essential, under penalty of generating labor liabilities which can often be impossible to pay, such as the case of reductions in the time of rest and lunch breaks, which has resulted in the filing of several class actions and individual lawsuits involving very large sums of money.
Matters related to work environment are included in the matters with the largest repercussions in labor law nowadays. We have professionals specialized in this matter, operating not only within the scope of judicial or administrative litigations, but also in the prevention and safeguarding of work environments. Due to the nature of the matter, we also count in the support of a multi-disciplinary team that includes specialized engineers and physicians, whose purpose is to draw up a faithful diagnosis of risks inherent to each one of the company's fields of activity, indicating in detail the actions and mechanisms required to reduce damages and to better adapt working conditions to existing regulations.
Our office in Brasilia also has partners who have worked as legal assistants for political parties for years, accumulating comprehensive experience with regard to the legislative process. Our operations consist of providing technical assistance to demands from entities and companies, whether this occurs in the drafting of preliminary bills, amendments to regulatory texts or the technical defense of a given point of view by drawing up opinion reports. Our experience shows that the reason many legislative demands do not come to fruition is the lack of proper technical substantiation. At the same time, many companies ignore that the fact that there is room for debate, to be heard in the Legislative Branch and, as the case may be, accept suggestions of legislative changes. All it takes is consistent work. We do not directly operate in political dialog and negotiation of any given demands, as our participation is exclusively aimed at producing technical substantiation that may be used for corroboration purposes.
Usually, the signing of a private pension agreements and the fulfillment of all conditions so people can start enjoying their benefits are separated by decades, a period when the social and economic reality of a country tends to change significantly, something which often required the revision of actuarial criteria and regulatory clauses in order to maintain the re-structuring of pension funds. Because of this reality, beneficiaries and people assisted by the fund constantly challenge the calculations of these supplementary pension benefits in courts, which are paid on a monthly basis. In these cases, our experience has shown that only the individualized and strategic treatment of these demands can assure the optimization of results and a better utilization of relevant precedents.
Whether for financial or strategic matters, or even in order to standardize the benefits provided to their employees, companies that subsidize supplementary pension funds sometimes choose to remove their subsidies, an initiative that results in the end of the pension plan, which is carried out after the petition made to the inspection authority (National Superintendent's Office of Supplementary Pension Plans - PREVIC) is processed and subsequently approved. The request to stop subsidizing a pension plan demands, in addition to specific legal and actuarial knowledge, the management of conflicting interests involving the subsidizing company, the private pension entity and the beneficiaries. Due to this conflict of interest, this matter must be dealt with in a very careful way and using strategic planning, which contemplates not only the conduction of the process to have all subsidies removed, but also the management of its possible (and frequent) legal repercussions, which are capable of delaying or impairing this process, as well as high-impact of political matters regarding the relationships with unions and employees. Our experience in the conduction of hundreds of cases involving this matter has allowed us to developed comprehensive expertise in the field, with excellent results favoring the companies.
The privatization of companies of a given segment, or the individualized acquisitions of companies of the same group, often presents effects that transcend corporate activities. This is the case of companies that provide their employees with supplementary pension plans in which they act as subsidizing entities; when companies of a given group are privatized or sold, the existing fund is subjected to a spin-off, a procedure named "separation of assets", which is carried out entirely within the scope of the regulation authority (National Superintendent's Office of Supplementary Pension Plans - PREVIC), linked to the Federal Government, and dependent on its approval so all its effects can be produced. The gaps and complexity of the laws regarding this topic requires actions executed by professionals with experience in the area, under penalty of slowing down the process and rejection of the separation of assets request, with serious harmful effects to the subsidizing entity and to all employees, which may result in a large number of lawsuits. We have already dealt with hundreds of lawsuits regarding this matter, which allows us to work in a very efficient way, favoring companies.
The technical ability to draw up petitions is definitely not enough to assure that clients will win lawsuits with transcendent effects. Few law firms have such an expressive portfolio of leading cases . Andrade Maia has become famous for its strategic activities, which are not restricted to studying precedents, but encompasses a comprehensive survey of all judges involved, administrative practices of Courts, current political and economic scenarios, the best options of assistants and experts and the sense of opportunity that guides our successful performances involving topics with major repercussion. Among others, we can mention cases that have been widely reported in the media, some of which involving the largest amounts seen in Courts at the time of their trial, ranging from tax matters (such as 0% rate IPI and IPI tax credits) to matters related to administrative law (limits of the Federal Court of Auditors' jurisdiction), matters related to consumer protection (use of asbestos by industries) and worker protection (prevalence of salary policy laws over collective labor conventions). We were pioneers in the use of the amicus curiae at the Supreme Federal Court, in the late 1990s, having also introduced the concept of modulating the effects in time of judicial decisions in diffuse constitutionality control with regard to tax-related matters.
Our success in defending clients in tax-related cases comes from our understanding that a given matter must be approached in the administrative and judicial spheres in completely distinct ways. Within the administrative sphere, a significant part of counselors does not have legal qualification, and the analysis of several relevant legal matters (especially constitutionality matters) are not done, which, when it comes to tax law, is highly important. Within the legal sphere, on the other hand, the more generalist qualification received by the judges often hinders the debate of technical issues. All of this requires activities that includes the following: 1) detailed knowledge of the way administrative courts operate and how its members make up their reasoning and convincing processes; 2) proper notion of the emphasis to be given to certain arguments in each one of those spheres and what elements to bring to the attention of the courts; 3) definition of a legal strategy that combines argumentation and related jurisprudence trends, as well as knowing precisely the judges who will rule on the matter at hand. Our partners have large experience in tax administrative processes, as a result of decades performing activities in that area, with one of our partners being a Statutory Member of CARF.
The choice between actual and assumed profit may vary according to the performance of the business, the adoption of new product lines or the expansion/reduction of operations. And tax efficiency must be reassessed whenever new facts may interfere with the results, or at least on an annual basis, taking into account the estimates for the next fiscal year (preventively), in order to assure that the best decisions are made. Our analysis also includes orientations regarding the following: 1) definition of the best locations for head offices or distribution centers; 2) definition of the best locations for customs clearance for supplies, merchandise or equipment (including assessment of the existence of benefits in the importing of certain goods, given their particularities); 3) replacement of interstate suppliers for local suppliers and vice-versa (including the adoption of administrative measures for correcting distortions).
We are hired to obtain and maintain the validity of clearance certificates for a large number of clients operating throughout the national territory, which allows us to have comprehensive experience in the field. Our expertise demonstrates that simply acting focused on renovating clearance certificates does not properly meet corporate needs, which change rapidly and constantly. We adopt a proactive conduct; we do not wait for the clearance certificate to expire to deal with pending items. We routinely check your registration and we instantly adopt administrative and legal measures necessary for regularizing its status. Therefore, the renewal of certificates occurs smoothly and without any continuity issues.
The assurance of a company's continuity and family harmony during times of crises is something that transcends tax and corporate knowledge, as this necessarily involves people and emotions. It is not just about numbers and estimates. We have experience in dealing with situations such as these by following a structured plan divided into stages, which encompass all aspects of the matter from a technical standpoint, without prejudice of permanent discussions regarding how the process can be carried out in the best way possible from a family point of view. These operations are complemented by the activities carried out by the civil law department.
Nowadays, the simple existence of a right to credit with regard to a given tax is not enough to assure the company shall enjoy such right. The difficulties faced are many, and include: 1) payments through debt deductions by tax authorities, including involving taxes to which enforceability is suspended; 2) excessive and abusive delays in the analysis of refund requests; 3) unreasonable imposition of inappropriate documentation/formal obstacles. In other cases, even though the law is clear with regard to the possibility of such credit, inspection authorities choose to interpret this in an erroneous way, and companies end up not receiving the credits to which they are entitled. In these cases, we must identify the best way - either by administrative or judicial means - to assure that the credits are granted as soon as possible, in the highest amounts possible, and in the safest and most secure way possible.
The high complexity of laws, especially on state level, and the usual absence of standardization in legal interpretations by tax authorities have given more importance to requests for special regimes, which have been seen as a very effective and safe way to assure both logistic and tax efficiency. With the use of special regimes, we can integrate normative gaps needed for the solutions of certain concrete problems that are faced by companies. Or, still, we can overcome normative contradictions apparently insurmountable through a merely interpretative via.
The countless codes and description of supplies and goods at TIPO or NCM often leave room for more than one possible classification. Our actions aim at verifying the possibilities of optimization of applicable taxes, by means of the following: 1) comprehensive technical study of the good/supplies in question, as well as possible interpretations that allow for the reclassification of such goods or supplies directly by the taxpayer, or, if this option is not the safest one; 2) making consultations to tax authorities in order to demonstrate, through arguments and evidence, that the classification desired is legally possible. Quite often, consultations carried out without specialized support lead to disastrous solutions, as tax authorities may reach a definitive understanding that is unfavorable to the company's interests. In order to achieve success, it is important to have knowledge about judicial and administrative jurisprudence, to identify possible legal parallels with other segments or goods with similar characteristics, as well as the proper conduction of the process, supported by corroborating documents.
Our form has mapped out an extensive range of opportunities for tax gains, as well as very effective methodology to obtain them. We start from the analysis of what the company has already brought to courts, compare this with what the company's competitors are claiming on that same matter, and then we include all the opportunities found on our database that can be advantageous to the company from a financial standpoint. Experience shows that legal uncertainty in Brazil, combined with the high amount of changes in tax laws, makes high amounts of taxes paid subject to challenges in accordance with their technical compliance to the Constitution and statutes. And this ends up being a competitive edge for our clients. Our performance is guided by absolute transparency and concern about not exposing our clients to unnecessary risks or expenses.
Creating a holding company, either in Brazil or abroad, the merger or incorporation of other legal entities, the creation of distribution centers or branch offices at ports, and the option, in general, for the horizontalization or verticalization of corporate structures result in major tax impacts. The activity of tax optimization of corporate structure consists of analyzing if the way the company is organized is indeed the most economical option from a tax-related standpoint.
The classification as a charity organization with social assistance purpose has substantial tax consequences. The peculiarities of the laws that set forth how organizations must be to maintain such status, which are divided into several non-statutory norms, require the constant and integral follow-up of all activities carried out by such organizations, in order to assure that each one contributes quantitatively for the maintenance of such status and so that no activities lead to the denial or nullification of such certification. We are proud to say that there are few law firms in the country with our level of specialization and experience when it comes to charity organizations with social assistance purpose.Temos orgulho de dizer que poucos escritórios no país possuem nosso grau de especialização e experiência no que diz respeito às entidades beneficentes de assistência social.
The tax exemptions set forth by the Brazilian Constitution are, in general, restricted by legislation. The result is that the number of taxpayers with such status and the list of taxes applicable for exemption are inappropriately decreased. Our services consist of examining the entirety of the activities performed by the exempted taxpayer, aiming at maximizing - based on the knowledge of applicable legal and administrative precedents- the scope of these tax exemptions