Brazil Desk

Successful Transactions & Corporate Governance in Brazil

Advisory in Brazilian Business Laws

Full-Service Legal Advisory In Terms Of Trading and Investment Businesses In Brazil

Insolvencies & Restructurings in Brazil

Exit Strategies, Turnarounds, Enforcement of Claims and Distressed Assets Transactions in Brazil

Brazilian-Desk

Cathedral of Brasilia at night, Brazil

SUSTAINED BUSINESS SUCCESS AND COMPLIANT OPERATIONS IN BRAZIL

Brazilian-Desk lawyer Christian Moritz and Felsberg Advogados assist companies in successfully doing business in Brazil. Christian Moritz, author of the Business-Guide Brasilien and member of the British Chamber of Commerce and Industry in Brazil, is an experienced english speaking lawyer with acknowledged Brazilian corporate and commercial law expertise. Felsberg, established in 1970 with headquarters in Sao Paulo and branches in Rio de Janeiro and Brasilia, stands for a renowned full-service Brazilian corporate finance law firm with more than 90 Brazilian lawyers. The substantial acquaintance with the specific legal starting points in the European companies’ home countries, allows for a pertinent implementation of the foreign business models to the local setting in Brazil.

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Expanding into Brazil

ENTERING THE BRAZILIAN MARKET – COMPANY FORMATION IN BRAZIL 

Foreign investors seeking to expand their corporate presence into Brazil are faced with various legal crossroads such as whether to opt for a simple branch or a legally independent Brazilian subsidiary or a joint venture company. We provide innovative and transparent guidance when examining a target company or choosing the most suitable corporate vehicle Brazilian law offers in case of formation of a new company.

Different forms of Brazilian incorporation come with different features that must be weighed up and considered against each other. However, there are certain “must-haves” from the foreign corporate investor’s perspective. Irrespective of the form of incorporation the investor will eventually choose in Brazil, it should ensure that its Brazilian company offers a maximum level of shareholders’ limitation of liability as well as the possibility to engage non-shareholding directors and to have legal entities as shareholders.

If the decision is made in favour of a Brazilian private limited liability company (Ltda.), a crucial but often neglected issue will be whether or not the Ltda. should be incorporated and run under supplementary application of Brazilian stock corporation (S.A.) law. It is decisive to properly balance the advantages and disadvantages connected with the supplementary application of S.A. law to their Ltda.

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Doing Business in Brazil

FULL LEGAL CONSULTING FOR DOING BUSINESS IN BRAZIL

Specifically, our support includes legal topics in Brazil such as:

arbitration
authorised distributorships in the motor vehicle sector

bankruptcy and judicial restructuring proceedings

commercial agencies

company formation
conditions of sale and purchasing
debt collection
employment

food law
franchising
mergers & acquisitions
warranty and product liability

 

Our spectrum of legal consulting and litigation covers the entire Brazilian business law including corporate, commercial, environmental, insolvency, labour, real estate and tax matters.

Brazilian Insolvency & Restructuring Law

EXIT STRATEGIES, TURNAROUNDS, DEBT COLLECTION AND DISTRESSED ASSETS INVESTMENTS

In 2005, inspired by US and French models, the Brazilian bankruptcy and restructuring law was entirely reformed. Since then, the law has broadened its range of alternatives for indebted companies, as well as those available to their creditors and investors of distressed assets.

Debtors and creditors are well advised to seek professional guidance on the best strategy to adopt in an upcoming or actual insolvency scenario. Particularly at stake during times of economic difficulties, from a debtor’s perspective, are the maintenance of corporate control, the limitation of management and shareholder liability, as well as self-controlled (partial) liquidation and/or the continuation of any profitable or strategically important business activities that may remain in Brazil. Creditors, in turn, as a debtor’s crisis approaches or already occurs, can improve their outlook within a Brazilian insolvency procedure by applying certain measures.

In many cases, the legal measure of “judicial rescue” is often the most attractive option for all parties involved. This consists of a debtor in possession procedure together with a rescue plan, approved by both creditors and the Brazilian insolvency judge, and an upstream automatic stay period. However, depending on what interests might be at stake, as the case develops, a regular Brazilian bankruptcy proceeding may be a more favourable alternative. This leads to the complete liquidation of the debtor’s assets being supervised by a court and executed by a trustee, in order to satisfy the creditor’s claims in the correct prioritized order, while providing the option to make privileged investments in distressed assets.

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