Matter, Boettcher, Zanini e Souza Advogados

Firm Overview:
Matter, Boettcher, Zanini & Souza Advogados (MBZ) is a law firm structured as a true partnership based on a culture of teamwork, talent development, and long-term commitment. MBZ’s lawyers have been dedicating efforts to render top notch legal services in key business law areas for more than twenty-five years. With offices in Porto Alegre and São Paulo, MBZ excels at the delivery of solid and effective legal solutions, as consistently recognized by peers and clients.

MBZ’s professionals have solid academic backgrounds paired with a practical business’ perspective mindset. MBZ advises and represents both local and international clients, including start-ups, investment funds, private and listed companies, family offices and international conglomerates in a broad range of sectors, such as agribusiness, banking, consumer goods and retail, energy, healthcare, infrastructure, media and telecommunication, oil and gas, real estate, and technology.

MBZ is also actively involved with business’ leaders, non-profit entities, and the local community by providing pro bono legal assistance in connection with high impact projects. Such projects have a track-record of yielding positive outcomes to the community and include legal advice for regional endowment funds dedicated to educational purposes and to the non-profit technological hub Instituto Caldeira.

Main Areas of Practice:
Corporate/M&A:
MBZ assists clients in all aspects of M&A transactions, private equity, and venture capital investments, especially in connection with cross-border transactions, on both buy- and sell-sides. The services typically involve providing legal advice on strategic corporate decisions and key projects, including corporate reorganizations, formation of joint ventures and other business structures, such as bridge capital and crossover investments.

The firm also advises clients on the legal aspects of setting-up businesses and carrying out day-to-day corporate and finance activities, providing assistance in the negotiation and drafting of corporate documents such as shareholders agreements and in corporate governance matters. MBZ also helps clients navigate the regulations of the Brazilian Securities and Exchange Commission as well as of relevant corporate and finance SRO’s (v.g. Anbima, B3).

MBZ has extensive expertise in advising not only foreign companies in setting up their corporate structures in Brazil, but also Brazilian companies in taking their business international. MBZ’s lawyers are particularly experienced in international business transactions and regularly team up with top tiered international law firms and attorneys in key jurisdictions.

MBZ regularly advises clients in financing transactions, as well as in strategic capital markets matters, covering, for example, legal aspects of the client’s preparation for initial public offerings, follow-ons, and the public issuance of debt instruments.

Litigation:
The firm represents clients in corporate and commercial arbitration cases before the leading arbitration institutions in Brazil, including high-profile shareholder disputes and contractual claims. The firm’s partners also regularly act as arbitrators in proceedings related to M&A, investment transactions, project finance and other commercial law matters.

MBZ has extensive expertise in commercial and civil litigation, representing clients before State and Federal Courts. MBZ limits the number of cases handled by its teams, focusing on the strategic handling of each and every case while maintaining close interaction with clients from the preliminary stages of the conflict onwards. The firm’s lawyers also act as negotiators in connection with settlements agreements.

Further contributing to the firm’s recognition and successful track-record in M&A transactions is the assistance the firm provides to clients in tackling post-merger corporate and regulatory issues, including in dispute resolution and often in connection with the most relevant corporate transactions in southern Brazil.

The firm advises and represents clients in bankruptcy and restructuring matters, including in issues pertaining to the enforcement of guarantees, ranking of credit as well as in the negotiation of recovery plans. The firm also regularly assists investors in the acquisition of distressed assets.

Tax:
MBZ specializes in strategic tax matters, including tax planning in connection with complex corporate structures. The firm also provides legal tax advice on corporate restructurings and cross-border transactions, dedicating efforts to find individualized solutions for tax-related issues and adopting a preventive approach to minimize exposure and seek efficiencies.

MBZ assists family offices and private clients on succession planning and asset reorganization for increased efficiency in tax matters, including analysis of tax repercussions arising from transferring assets or investments abroad and relocation of individuals from Brazil to other countries.

MBZ represents clients in tax litigation at the federal, state, and municipal levels. The tax department’s deep understanding of taxation rules and IFRS positions MBZ as a lead player in tax planning and in the defence of its clients against illegal charges.

MBZ also provides tax consultancy on a day-to-day basis and on strategic deals to companies in several sectors, including banking, real estate, energy, retail, agribusiness, and technology.