Motta Fernandes Advogados

Firm Details:
Founding Partners: Alaor de Lima Filho, Eduardo Garcia de Araújo Jorge, Horacio Bernardes Neto, Roberto Liesegang.
Senior Partners: Denise de Sousa e Silva Alvarenga, Delvio Denardi, Diogo Dias, Fernando Lobo, Luis Augusto Roux Azevedo, Maria Regina Mangabeira Albernaz Lynch, Marcio Marçal de Souza, Márcio Monteiro Gea, Maria Alice Doria, Rodrigo Jacobina, Oswaldo de Moraes Bastos Sobrinho
Number of partners: 37
Languages: Portuguese, English, French, Spanish, German

Firm Overview: Motta Fernandes Advogados, founded in 1956, is a full-service firm with a long term history of assisting national and international clients in a very personal and tailor made approach. The firm has built a solid reputation on main areas of legal practice and aligns its tradition to a dynamic approach, proposing solutions to aggregate value accordingly to the client’s particularities and industry. All practice areas count with well-known and recognised partners and associates, making Motta Fernandes a distinct law firm. The teams are organised to meet client’s specific needs, focusing multidisciplinary, efficient and cost-effective response. Long relationships are a firm’s core value, so that partners are personally involved and work close to the client. Innovative thinking, knowledge of different cultures and diversity enable Motta Fernandes to provide top-notch and modern legal advice to its clients in a wide range of circumstances and cultural environments.

Main Areas of Practice:

Arbitration & Litigation:
Experienced in handling disputes nationwide for the largest industries, including those arising from commercial, infrastructure, insurance, M&A, technology and real estate. Acting for clients in arbitration and litigation on a full range of complex disputes. Risk evaluation on the litigious aspects of deals. Preventive advice in prelitigation negotiations to enhance strengths in a future dispute scenario. Acting in close cooperation with international firms on cross-border and multi-jurisdictional cases.

Aviation & Maritime:
Financing and leasing, aircraft registration and deregistration, tax driven structures, repossession and foreclosure and air transport regulations.

Compliance:
Advice on Brazilian anti-corruption legislation, elaboration of compliance programs, conducting internal investigations and evaluations of compliance programs. Assistance to committees and compliance officers.

Contracts:
Preparation and negotiation of complex contracts in all sectors of the economy. Qualified team with expertise and capability to reduce client’s exposure and to draft, revise and negotiate, among others (i) commercial contracts, including supply, distribution, agency and services contracts, (ii) real estate contracts, including construction, built-to-suit and lease contracts, (iii) turn-key contracts; and (iv) technology and intellectual property contracts, including transfer of technology, copyright, trademark, patents, trade secrets and soft-ware contracts.

Corporate:
Creation and implementation of corporate structures. Advice to foreign corporations that wish to invest in Brazil. Advice on corporate restructuring. Incorporation of joint ventures, associations and consortia and drafting of related documents (bylaws, articles of in- corporation, shareholder agreements, general meeting minutes and other corporate documents). Advice on tender offers, offerings or swap offers for shares, listing and delisting of publicly traded companies. Preparation of legal opinions on corporate law. Representation in administrative proceedings and hearings before the Brazilian SEC. Legal representation at shareholder or debenture holder general meetings. Assistance on divestment, dissolution and liquidation of companies.

Environmental:
Obtaining and regularization of environmental licenses and grants, registration, review of studies and support in public hearings. Environmental auditing. Assessment of environmental liabilities in M&A processes. Negotiation with environmental agencies and Public Prosecutor’s Office. Assistance on terms of commitment for adjustment of conduct. Representation before administrative and judicial authorities in proceedings resulting from infraction notices or civil investigations of the Public Prosecutor’s Office. Assistance in management of contaminated areas.

Financial, Banking & Capital Markets:
Issuance of securities, securitisation, project finance, trade finance, banking products and services, structuring and incorporation of financial institutions and investment funds, IPOs, tender offers, regulatory legal assistance (Brazilian SEC and Brazilian Central Bank), negotiation and preparation of debt restructuring related agreements; and legal assistance in cross boarder financial transactions.

Projects & Infrastructure:
Expertise in advising on legal issues related to power generation, basic sanitation, ports, mining, and oil & gas projects. Negotiation and preparation of infrastructure-related contracts such as EPCs, EPCMs, O&M, among others, as well as of financing instruments (12.431 debentures and project finance documents). Review of RFQs, public biddings and PPPs. Multidisciplinary team experienced on project-related legal matters such as environmental licensing, administrative law, and regulated services, tax, insurance and dispute resolution.

Insurance & Reinsurance:
Assistance to Brazilian and foreign insurance and re-insurance companies on Brazilian regulatory affairs. Advise to Brazilian and international companies in relation with interpretation of regulatory policies, claims and national legal procedures. Legal support on loss adjustment. Assistance in asset reinstitution/recovery, elaboration and negotiation of insurance policies, counter warranty and subrogation rights. Consultancy on tax affairs and issuing of legal opinion. Experience in acting for insurance and reinsurance companies on judicial and arbitration disputes.

Intellectual Property, Technology & Digital Law:
Consulting on the legal aspects of Intellectual property and internet in Brazil, especially in connection with e-commerce, e-payments, privacy and data protection and assistance to companies interested in investing in the information technology sector in Brazil.

Labour & Employment:
Assistance in all matters related to labour law, ongoing consulting, judicial and administrative litigation. Objective and cost-efficient practice in all fields of employment law. Guidance on compliance regarding corporate executives and employees and on investigations and audits to assess employees’ conduct, expatriate employees, hiring and termination/dismissal of executives and employees in management and strategic positions. Negotiations with labour unions. Strategic and preventive monitoring of labour complaints. Support on corporate transactions/agreements.

Mergers & Acquisitions:
Assistance in important M&A transactions, including public and private acquisitions, tender offers, joint ventures, asset deals, disinvestments, private equity investments and other strategic transactions to international or national vendors or buyers. Creation of corporate governance structures prior to acquisition or sale. Performance of legal due diligences. Guidance/legal assistance on M&A deals within regulatory bodies such as the Brazilian SEC and the Economic Defense Administrative Council.

Regulatory:
Advice on administrative rules applicable to industrial activities. Obtaining and regular follow ups on permits and licenses related to controlled chemical products, and authorizations of regulatory agencies. Judicial and administrative defenses. Analysis of draft bills and resolutions and evaluation of regulatory risks that may impact client's activities.

Restructuring & Insolvency:
Strong practice in complex reorganization cases, providing advice to court-appointed trustees, debtors, creditors, investors, and shareholders. Development of liquidation strategies to maximize assets value and identify opportunities of acquisition of distressed assets and/or providing funding. Assistance to financial institutions, insurance and reinsurance companies under intervention and entities subject to specific regulatory rules.

Tax:
Advice to domestic and foreign clients on the application of the tax law. Legal support on financing and capital markets transactions and other inbound investments. Focus on maximization of economic efficiency and intense support on administrative and judicial tax litigation.

Founding Partners: Alaor de Lima Filho, Eduardo Garcia de Araújo Jorge, Horacio Bernardes Neto, Roberto Liesegang.
Senior Partners: Denise de Sousa e Silva Alvarenga, Delvio Denardi, Diogo Dias, Fernando Lobo, Luis Augusto Roux Azevedo, Maria Regina Mangabeira Albernaz Lynch, Marcio Marçal de Souza, Márcio Monteiro Gea, Maria Alice Doria, Rodrigo Jacobina, Oswaldo de Moraes Bastos Sobrinho
Number of partners: 37
Languages: Portuguese, English, French, Spanish, German.

Firm Overview: Motta Fernandes Advogados, founded in 1956, is a full-service firm with a long term history of assisting national and international clients in a very personal and tailor made approach. The firm has built a solid reputation on main areas of legal practice and aligns its tradition to a dynamic approach, proposing solutions to aggregate value accordingly to the client’s particularities and industry. All practice areas count with well-known and recognised partners and associates, making Motta Fernandes a distinct law firm. The teams are organised to meet client’s specific needs, focusing multidisciplinary, efficient and cost-effective response. Long relationships are a firm’s core value, so that partners are personally involved and work close to the client. Innovative thinking, knowledge of different cultures and diversity enable Motta Fernandes to provide top-notch and modern legal advice to its clients in a wide range of circumstances and cultural environments.

Main Areas of Practice:

Arbitration & Litigation:
Experienced in handling disputes nationwide for the largest industries, including those arising from commercial, infrastructure, insurance, M&A, technology and real estate. Acting for clients in arbitration and litigation on a full range of complex disputes. Risk evaluation on the litigious aspects of deals. Preventive advice in prelitigation negotiations to enhance strengths in a future dispute scenario. Acting in close cooperation with international firms on cross-border and multi-jurisdictional cases.

Aviation & Maritime:
Financing and leasing, aircraft registration and deregistration, tax driven structures, repossession and foreclosure and air transport regulations.

Compliance:
Advice on Brazilian anti-corruption legislation, elaboration of compliance programs, conducting internal investigations and evaluations of compliance programs. Assistance to committees and compliance officers.

Contracts:
Preparation and negotiation of complex contracts in all sectors of the economy. Qualified team with expertise and capability to reduce client’s exposure and to draft, revise and negotiate, among others (i) commercial contracts, including supply, distribution, agency and services contracts, (ii) real estate contracts, including construction, built-to-suit and lease contracts, (iii) turn-key contracts; and (iv) technology and intellectual property contracts, including transfer of technology, copyright, trademark, patents, trade secrets and soft-ware contracts.

Corporate:
Creation and implementation of corporate structures. Advice to foreign corporations that wish to invest in Brazil. Advice on corporate restructuring. Incorporation of joint ventures, associations and consortia and drafting of related documents (bylaws, articles of in- corporation, shareholder agreements, general meeting minutes and other corporate documents). Advice on tender offers, offerings or swap offers for shares, listing and delisting of publicly traded companies. Preparation of legal opinions on corporate law. Representation in administrative proceedings and hearings before the Brazilian SEC. Legal representation at shareholder or debenture holder general meetings. Assistance on divestment, dissolution and liquidation of companies.

Environmental:
Obtaining and regularization of environmental licenses and grants, registration, review of studies and support in public hearings. Environmental auditing. Assessment of environmental liabilities in M&A processes. Negotiation with environmental agencies and Public Prosecutor’s Office. Assistance on terms of commitment for adjustment of conduct. Representation before administrative and judicial authorities in proceedings resulting from infraction notices or civil investigations of the Public Prosecutor’s Office. Assistance in management of contaminated areas.

Financial, Banking & Capital Markets:
Issuance of securities, securitisation, project finance, trade finance, banking products and services, structuring and incorporation of financial institutions and investment funds, IPOs, tender offers, regulatory legal assistance (Brazilian SEC and Brazilian Central Bank), negotiation and preparation of debt restructuring related agreements; and legal assistance in cross boarder financial transactions.

Projects & Infrastructure:
Expertise in advising on legal issues related to power generation, basic sanitation, ports, mining, and oil & gas projects. Negotiation and preparation of infrastructure-related contracts such as EPCs, EPCMs, O&M, among others, as well as of financing instruments (12.431 debentures and project finance documents). Review of RFQs, public biddings and PPPs. Multidisciplinary team experienced on project-related legal matters such as environmental licensing, administrative law, and regulated services, tax, insurance and dispute resolution.

Insurance & Reinsurance:
Assistance to Brazilian and foreign insurance and re-insurance companies on Brazilian regulatory affairs. Advise to Brazilian and international companies in relation with interpretation of regulatory policies, claims and national legal procedures. Legal support on loss adjustment. Assistance in asset reinstitution/recovery, elaboration and negotiation of insurance policies, counter warranty and subrogation rights. Consultancy on tax affairs and issuing of legal opinion. Experience in acting for insurance and reinsurance companies on judicial and arbitration disputes.

Intellectual Property, Technology & Digital Law:
Consulting on the legal aspects of Intellectual property and internet in Brazil, especially in connection with e-commerce, e-payments, privacy and data protection and assistance to companies interested in investing in the information technology sector in Brazil.

Labour & Employment:
Assistance in all matters related to labour law, ongoing consulting, judicial and administrative litigation. Objective and cost-efficient practice in all fields of employment law. Guidance on compliance regarding corporate executives and employees and on investigations and audits to assess employees’ conduct, expatriate employees, hiring and termination/dismissal of executives and employees in management and strategic positions. Negotiations with labour unions. Strategic and preventive monitoring of labour complaints. Support on corporate transactions/agreements.

Mergers & Acquisitions:
Assistance in important M&A transactions, including public and private acquisitions, tender offers, joint ventures, asset deals, disinvestments, private equity investments and other strategic transactions to international or national vendors or buyers. Creation of corporate governance structures prior to acquisition or sale. Performance of legal due diligences. Guidance/legal assistance on M&A deals within regulatory bodies such as the Brazilian SEC and the Economic Defense Administrative Council.

Regulatory:
Advice on administrative rules applicable to industrial activities. Obtaining and regular follow ups on permits and licenses related to controlled chemical products, and authorizations of regulatory agencies. Judicial and administrative defenses. Analysis of draft bills and resolutions and evaluation of regulatory risks that may impact client's activities.

Restructuring & Insolvency:
Strong practice in complex reorganization cases, providing advice to court-appointed trustees, debtors, creditors, investors, and shareholders. Development of liquidation strategies to maximize assets value and identify opportunities of acquisition of distressed assets and/or providing funding. Assistance to financial institutions, insurance and reinsurance companies under intervention and entities subject to specific regulatory rules.

Tax:
Advice to domestic and foreign clients on the application of the tax law. Legal support on financing and capital markets transactions and other inbound investments. Focus on maximization of economic efficiency and intense support on administrative and judicial tax litigation.