News & Insights

The work of our administrative law and public contracts department is based on two essential characteristics: versatility and efficiency. We advise clients from a wide range of industries on both advisory and litigation matters pertaining to administrative law.

We assist our clients with all activities related to these practices, including:

• acting in the Federal, State and Municipal Accounting Courts;
• acting before regulatory agencies;
• biddings promoted by various public administration bodies, negotiation of consortium for biddings and government contracts, procedures for exemption or impossibility of the bidding process;
• representing clients in public civil actions, administrative misconduct actions, and actions related to anti-corruption legislation;
• public-private partnerships (PPPs), administrative concessions, and the differentiated contracting regime (RDC);
• internal investigations related to public law, filing of appeals and administrative objections, judicial measures, and/or representations before Accounting Courts;
• drafting, negotiating, and reviewing administrative contracts;
• drafting and negotiating claims for economic-financial rebalancing.

Our Capital Markets practice has deep and vast expertise in complex operations, both in Brazil and abroad, with a team with proven experience in advising both issuers of securities and coordinators, securitizers, fiduciary agents (trustees), investment banks and other market players.

Our clients trust on our legal advice on the most diverse fronts of the Capital Markets’ practice, such as:

- Structuring and conducting public offerings of securities, such as offerings of shares (IPO and Follow-on), debentures, commercial notes, promissory notes, real estate receivables certificates (CRI), agribusiness receivables certificates (CRA), receivables certificates (CR), financial bills, international issues of Bonds/Notes under Rule 144A/Regulation S, investment fund quotas (FIDC, FII, FIP, FIAGRO).

- Conducting the entire process for obtaining registration as a publicly traded company before the Brazilian Securities and Exchange Commission (CVM), both in category A and category B, including preparation of the Reference Form, adaptation of bylaws and related corporate and governance issues in the pre-registration phase with the CVM, and preparation of policies.

- Regulatory compliance related to the day-to-day running of a public company, including updating the Reference Form, and guidance on the scope and content of material facts and announcements to the market.

- Obtaining market participant registration with the CVM for management companies, independent investment agents (investment advisors), securities consultants, crowdfunding platforms, among others.

- Regulatory compliance issues for investment funds, managers, custodians, securities portfolio managers, brokers, and securities distributors.

- Conducting administrative proceedings, sanctions proceedings, and terms of commitment.

Our commercial contracts practice benefits from the multidisciplinary approach that characterizes our work and the knowledge we have built up across a variety of economic sectors.

We work from the analysis and negotiation phase to the structuring and drafting of contracts of the most diverse natures and levels of complexity. With deep expertise in conciliating the interests of the parties involved, we ensure deals are made with the minimum of litigation risk from contractual flaws.

With a long history of serving international clients, we have experience in interpreting and adapting foreign contracts to Brazilian law.

Our competition practice covers the entire range of competition and antitrust issues, with particular expertise in representing clients under investigation by the Administrative Council for Economic Defense (CADE) for cartel and abuse of dominant position involving allegations of market foreclosure, relationships with distributors and suppliers, bid rigging, and other matters. Our team also has outstanding performance in leniency agreements and general negotiations with CADE.

Regarding concentration acts, we have experience in the most diverse sectors, advising national and foreign companies in the preparation of the strategy, submission, and follow-up of the processes with the antitrust authority.

In addition to our advisory practice, our team conducts several projects for the preparation of competition compliance programs, and the training required to implement them.

We work with risk analysis, prevention, and control, with unique experience in internal investigations to assess complaints, including those related to fraud.

Working with a portfolio of clients representing different sectors of the economy and nationalities, our team has built up a broad repertoire of compliance and corporate ethics aspects and the challenges faced by companies in this area.

In addition to negotiating and drafting contractual clauses in compliance with anti-corruption legislation, we assist our clients with the complete structuring of compliance programs, including the organization of a channel for complaints and whistleblowers, development and implementation of compliance procedures and routines, as well as training on codes of conduct, anti-corruption and anti-money laundering policies, and competition issues.

We also work with compliance in the labor area, assisting clients with structuring policies and training related to issues such as prevention of moral and sexual harassment and best practices for diversity and inclusion, as well as conducting internal investigations related to these issues.

Acting in many different sectors involving consumer relations, such as retail, food, pharmaceutical, medical devices, technology, education, and automotive, we offer a strong practice focused on issues involving consumer law, both for preventive actions and dispute resolution.

Our professionals are experts in drafting and reviewing contracts, drafting sales and product exchange policies, product labeling, and analyzing advertising campaigns to comply with the applicable laws and self-regulated advertising rules (CONAR).

Our work includes conducting recalls, preparing notifications to the competent authorities, providing guidance on the preparation of media plans, and defining the applicable corrective measures.

We are also qualified to defend our clients in tax assessments, notifications, and administrative proceedings with Procon, Inmetro, CONAR, ANVISA, DENATRAN, the Prosecution Office, Ministry of Justice, and other bodies acting in consumer defense.

Corporate and foreign investments is one of CGM's core practices, integrating several other areas and groups, depending on the nature of the transaction and related sector.

Our client roster is mostly composed of international companies that rely on CGM´s assistance to enter the Brazilian market and establish and increase their local participation.

We advise on landmark M&A projects, joint ventures, corporate restructurings, and greenfield and brownfield investments. In addition, the vast majority of our clients entrust the firm with their day-to-day operations, which includes assistance related to corporate governance, analyzing, and drafting by-laws, contracts, minutes of meetings, and shareholders' agreements.

Our professionals have deep expertise across a wide variety of industries, including automotive, aerospace and defense, chemicals, heavy industry, retail, luxury/fashion, technology, pharmaceutical, and life sciences.

Aware of the growing need to adopt modern rules that guide and govern the relationship between society, partners and shareholders, managers, and oversight agencies, we have a specific practice to advise clients on issues related to corporate governance.

Our professionals have in-depth experience in serving companies from the most diverse sectors, with the ability to mediate and align the interests of different publics, mitigating conflicts, and meeting the needs of investors and other stakeholders. In addition to guiding and advising clients on issues related to the legislation and regulations in force, we are also concerned with generating value for their business, aiming at its long-term sustainability.

Our services include drafting and negotiating shareholders' agreements, developing internal policies, advising on the adoption of best corporate governance practices, and developing and implementing plans for a gradual evolution that respects the client's timing and specific characteristics of each business.

Our work in transactions and matters related to digital law has grown substantially in recent years, following the intense development of the technology industry and the digital transformation taking place in many companies.

Our multidisciplinary team has extensive knowledge of Brazilian and international regulations that aim to promote innovation and technology, including the Internet Legal Framework, and other laws that impact data issues and transactions.

We advise clients on issues related to the structuring of e-commerce platforms, adapting business to the digital environment; electronic signatures, drafting and reviewing contracts involving digital media, issues related to payment means, as well as consumer litigation cases arising from online transactions.

Besides advising large and medium-sized household names, we assist several startups across their different stages of development, with an expressive portfolio of multinational companies at the forefront of the technology industry. Our clients come from various sectors directly involved in or highly related to technology, including fintechs, cybersecurity, e-commerce, internet, electronics, automotive, education, medical and wellness, consulting, outsourcing, media and entertainment, and the third sector.

We provide comprehensive legal counsel in the energy sector, covering advisory, contractual, administrative, judicial, and arbitration matters.

Our expertise spans across the generation, transmission, distribution, commercialization, and consumption segments, where we possess in-depth knowledge of the legal and regulatory landscape. Additionally, we maintain extensive relationships and engagement with key stakeholders and entities in the electricity industry, such as MME - Ministry of Mines and Energy, EPE - Energy Research Company, ANEEL - National Electric Energy Agency, ONS - National Electric System Operator, CCEE - Electric Energy Trading Chamber.

Our services stand out due to our technical proficiency, creativity, promptness, and ethical standards, providing solutions tailored to our clients' strategies and needs.

Our environmental and sustainability practice covers all issues related to environmental law. We assist projects involving the assessment and allocation of environmental risks in corporate and capital market transactions, for both domestic and foreign companies from the most diverse industry segments, including energy, agribusiness, chemical, automotive, pulp and paper, and consumer goods.

We act in cases involving the management of complex contaminated areas, as well as in the strategic conduct of judicial and administrative environmental proceedings, including civil inquiries filed by the Public Prosecutor's Office and negotiation of Conduct Adjustment Agreements.

We advise on issues related to environmental licensing, forest code, environmental responsibility, climate change, and native wood exports, as well as on the management of sustainability projects and value chains.

We assist our clients with the protection, administration, and commercialization of their intellectual assets, including trademarks, patents, copyrights, computer programs, technology, and trade secrets.

Our practice comprises consulting and negotiation of agreements related to intellectual property, such as trademark and patent licenses, software licenses, franchising, technology transfer agreements, assignment of copyrights and cultivars, and sponsorship agreements. We advise on the registration and management of rights before the competent authorities in cases of intellectual property infringements and unfair competition, as well as on issues related to advertising regulation. Working in collaboration with our tax team, we have a strong presence advising transactions involving technology transfer and assisting clients with the registration of documents at the National Institute of Industrial Property (INPI). We also have vast experience in due diligence, and analyzing ownership and risk associated with intellectual property in corporate transactions.

Our work in international trade and customs covers all aspects involved in the structuring of import and export operations.

Our team has significant experience in advisory matters, and in the submission and monitoring of special admission regimes and temporary export, as well as requests for granting of ex-tariff and other import tax benefits; advisory on the legislation applicable to the Manaus Free Trade Zone and Export Processing Zones (ZPE); advisory on drawback transactions; and customs and tax advisory for commercial companies located in the primary zone (duty free).

We have extensive experience representing clients before the Secretariat of Foreign Trade on issues related to the most diverse trade defense matters, such as anti-dumping investigations, countervailing and safeguard measures.

We advise on labor and employment consulting and litigation matters with technical depth, creativity, and a multidisciplinary approach.

We represent clients in the most varied business sectors, delivering efficient and personalized service, while prioritizing the needs of their activities.

We have accumulated countless successful labor dispute cases, with professionals specialized in dispute resolution and the negotiation of controversies that can lead to liabilities affecting company activities.

We assist our clients in all stages of employment relationships, including:

• consulting in relation to the phases of the employment relationship, from hiring to termination;
• representing companies in judicial and administrative labor proceedings;
• negotiating collective agreements with unions;
• acting before the Ministry of Labor and the Labor Prosecutor's Office;
• implementing benefit and incentive plans, including bonuses, commissioning, and share-based programs;
• implementing profit sharing programs;
• assisting with issues related to diversity and inclusion in the workplace;
• conducting labor audits in mergers and acquisitions and planning strategies to harmonize policies, practices, and post-acquisition benefits;
• assisting with hiring foreign workers and the expatriation of Brazilian workers.

Our Life Sciences practice assists clients in their business of development, production, distribution, use and provision of services involving pharmaceutical products and services, biotechnology, medical devices, health products, food, telemedicine, technology, clinical trials, health services, animal health and establishments of interest to health, through a multidisciplinary practice.

Our practice encompasses setting up companies in the regulated market, drafting and standardizing contracts and internal policies, responding to queries on applicable regulations, including those from professional councils, carrying out audits, studies for the launch of new products and services in the light of possible applicable restrictions, advising on issues relating to ethics and medical secrecy, protection of health data, defending against administrative proceedings and techno vigilance.

Our litigation and arbitration practice is based on finding the best solutions for our clients and contributing effectively to the business sustainability of the companies and institutions we advise.

Uniting technical expertise, knowledge of the business environment, and agility, we develop, together with our clients, comprehensive lawsuit strategies that present the legal complexity of the issues in a simple and understandable way.

Considering our long and vast experience in dispute resolution throughout the country and at all court levels, we carry out a careful analysis of the disputes from the technical, cost, and time perspectives. With the client at the center of our activity, the advice we offer for the solution of a conflict always aims at the best result for the client's business, even when the strategy is to avoid litigation, by reaching an agreement.

We are also known for successful oral arguments in the state and superior courts, and for conducting arbitrations and mediations with exceptional precision.

Our M&A practice is characterized by multidisciplinary work aligned to our clients' business objectives.

The practice is managed by partners who have been working together for more than 25 years, with a team of associates who have accompanied them throughout this trajectory. With this history, the team operates in a cohesive manner and with an established culture of client service and agility. As a result, we have built long-lasting relationships with our clients, who entrust our firm with the stream of their most complex transactions, as well as their day-to-day activities in the corporate area.

With deep knowledge in several industries and market segments, our goal is to understand the dynamics of the businesses involved in M&A and joint venture transactions, so that we can strategically put forward the best legal solutions.

By assisting international clients of all sizes for many years, we have acquired the ability to clarify the complexity of the Brazilian legal system in an effective manner, while respecting the cultural differences of doing business in Brazil and other markets. Likewise, we support Brazilian companies in internationalization processes, relying on close relationships with leading law firms in several jurisdictions.

Our privacy and data protection practice has shown robust growth, mainly as a result of work arising from the Internet Legal Framework and the General Data Protection Regulation (“LGPD”).

Relying on a multidisciplinary team and extensive knowledge of Brazilian and international regulations, we have been advising clients from various sectors whose businesses are impacted by these laws, particularly the ones directly related to technology and data processing activities. We work with several programs to assess and adapt clients to the LGPD; we also conduct due diligence of data privacy issues in the context of M&A and financial transactions.

Our team advises on all aspects of privacy and data protection laws, assisting clients with creating or updating policies relating to security, information governance, and privacy. We analyze corporate procedures and routines, terms and conditions for transactions in general, and regulatory compliance, including data mapping activities, gap analysis, and action plans. We advise on issues related to security incidents, including the drafting of prevention policies, as well as managing communication and interaction with the National Data Protection Authority (“ANPD”) and data subjects.

We develop tailor-made solutions for the most diverse businesses in the real estate sector, providing in-depth analysis through the interdisciplinary work of our various practice areas.

We have considerable experience working with developers, domestic and foreign investors, asset managers (investment funds and banks), and companies in the administration of their real estate assets.

Our services cover all the needs of the real estate industry, including:

• acquiring, regularizing, and demobilizing rural and urban real estate assets;
• drafting and negotiating rental agreements (commercial, residential, shopping centers), letting and built to suit agreements, sale and leaseback transactions, deeds and purchase and sale commitments, barter agreements, giving in payment, usufruct, donation, and surface rights;
• drafting and negotiating construction agreements and construction administration;
• structuring real estate guarantees arising from financing transactions involving fixed assets;
• structuring vehicles for the development of real estate projects;
• structuring and developing real estate projects such as shopping centers, hotels, corporate and residential buildings, land subdivisions, and distribution centers;
• establishing condominiums and advising on the documentation involved in real estate retrofit;
• regularizing real estate to implement infrastructure projects; and
• due diligence and legal analyses of real estate portfolios.

We assist companies in consulting and litigation regarding social security matters, with special focus on social security costs.

With a multidisciplinary team, composed of experienced labor and tax lawyers, we offer an integrated service and deep understanding of social security obligations and their impacts.

Our services cover all aspects involved in business activity, including:

• strategic analysis for topics related to the costs of regular and additional contributions, according to the activities carried out;
• regular follow-up of the decisions of the higher courts and of the Administrative Council of Tax Appeals (Carf) for the evaluation of arguments and opportunities to reduce the social security burden and optimize resources;
• follow-up and guidance for inspections;
• social security litigation at the administrative and judicial levels;
• management of contingencies and social security liabilities.

We provide comprehensive tax assistance, acting in consulting and litigation matters for domestic and foreign companies and institutions.

Through our long-standing relationship with clients from the most diverse sectors, we have acquired deep knowledge of the regulations and characteristics specific to various segments. This background means our deliverables are finely tuned to the business environment, benefitting from the specific work of our tax team and our constant involvement in multidisciplinary transactions, such as mergers and acquisitions, corporate reorganizations, and business structuring in Brazil and abroad.

We base our services on technical competence, creativity, and agility, presenting solutions aligned to our clients' strategies and needs.

Our advice covers all aspects of business activities, including:

• tax planning and succession;
• direct and indirect taxes, double taxation treaties, transfer pricing, accessory obligations, and special customs regimes;
• granting and administration of tax benefits and special regimes;
• tax planning in M&A transactions;
• monitoring inspections;
• tax litigation at the administrative and judicial levels;
• administration of contingencies and tax liabilities;
• evaluation of tax arguments and opportunities for reducing the tax burden.

We have a highly qualified multidisciplinary team prepared to handle sensitive and complex wealth planning matters. We perform a thoroughly diagnosis of all needs and goals of our clients, providing customized solutions to ensure efficiency and perpetuity to the wealth planning matters.

Our professionals have advised clients on numerous wealth planning matters, including:

• structuring operations with focus on the best synergy from the corporate, family or corporate governance, tax, and real estate perspectives;
• advice on alternatives for the allocation of net resources abroad;
• corporate reorganizations (spin-offs, mergers, and transformation of entity type) of family-owned companies for succession, assets organization, or tax planning purposes;
• organization of investment entities, and family and real estate holding companies;
• drafting of shareholders’ agreements to govern the relationship between the shareholders;
• drafting and structuring of several kind of documents, including wills, prenuptial agreements, family memoranda, and donation agreements; and
• representation of clients in complex negotiations related to probate proceedings, divorces, and disputes involving family-owned companies.