dez

December 10 to 28, 2018: Consolidate Debts with the Special Tax Amnesty Program (PERT)

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dez

Decree No. 9,571 (11/21/2018) establishes National Guidelines for Businesses and Human Rights

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dez

The Minister of Labor has approved legal opinion in favor of the maintenance of the Ministry of Labor as an autonomous body

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dez

State of Rio Grande do Sul established new Tax Amnesty Program for VAT debts

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nov

The National Immigration Council has regulated the granting of residence to foreigners who invest in real estate in Brazil

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nov

Companies and other entities must inform final beneficiaries to the RFB by 12/31/2018

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nov

New issue of Análise Advocacia 500 lists Madrona Advogados and its attorneys among the most admired in several practice areas and sectors

+ Read more

nov

Madrona News – Newsletter Capital Market

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nov

Madrona News Regulatory – Energy sector 45nd Issue

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out

COSIT Solution to Query 13 – Which VAT should not be part of the PIS/Cofins tax base?

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ABOUT US

Promoting an ethical environment in business and investing in training people are two of the great challenges of our time. An increasingly integrated world, with ever more advanced technologies, requires that any organization stand for transparency, tolerance for diversity, and respect for differences, companies, and people. Madrona Advogados was launched with that spirit. With a focus on corporate law, mergers and acquisitions, capital markets, financial law, and infrastructure, in addition to a strong performance in tax, real estate, civil litigation, and labor law, our motivation is to understand our time, invest in people, and work so that our clients reach their goals, always with ethics and responsibility. With a team of more than ninety legal professionals with great experience and recommended by several national and international publications, the members of Madrona Advogados are aligned with the principles and objectives that we set out to achieve. We want to be among the most admired firms and seek to be a reference to our peers, associates, and employees. Our greatest challenge is to grow sustainably, keeping our focus on our team’s high technical quality and ethical standards – provide our clients with excellent service is the outcome.      

logo-sml cópia

OUR TEAM

ricardo

Ricardo Madrona

jose2

José Luis Camargo Jr.

juliano2

Juliano Rotoli Okawa

igor4

Igor Nascimento de Souza

rosane

Rosane Menezes Lohbauer

marcelo

Marcelo Cosac

milena

Milena Coimbra Mazzini

danilo

Danilo Mininel

João

João Carlos Toledo

thumbnail_eduardo

Eduardo Tristão

nair

Nair Veras Saldanha

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts
  • Mediation & Arbitration
  • Succession & Estate Planning

Contact

madrona@madronalaw.com.br

Education

  • Fundação Getúlio Vargas (LL.M., 2015)
  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Business Law, 1996)
  • Pontifícia Universidade Católica de Campinas (LL.B., 1994)
 

Experience

Ricardo works on mergers and acquisitions, corporate law, contracts, succession and estate planning, and arbitration. He is on the list of arbitrators of the Arbitration Chambers of Fundação Getúlio Vargas (FGV) and of the Federation of Industries of the State of Paraná, and acts as arbitrator in the Arbitration Chamber of the Federation of Industries of the State of São Paulo. He teaches Mergers and Acquisitions in GVLaw’s Graduate Program and in the GVLaw's Global Law Program. He is a former MBA professor at Fipecafi – in connection with IBRI -  teaching Corporate Law and Capital Markets Law between 2001 and 2011. Ricardo is member of the Brazilian Chamber of Arbitration and member of the Brazilian Institute of Investor Relations.

Professional Recognition

  • Ricardo
  •  RM
  • LL
  • SELO_ADV_vertical_2016
  • lacca_approved_logo
  • legal500logo
  • IFLR1000
  • IFLR-Energy
  • a2892ea5-2224-4ea2-9f9c-363db769e73e
Clients endorse name partner Ricardo Madrona as a "shrewd, dedicated and pragmatic lawyer," and recognise his expertise in handling M&A, corporate restructurings and joint ventures. Market sources describe him as "a hard-working professional who is highly specialised in M&A transactions," and is "particularly strong representing family businesses in corporate deals."    Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1996)
  • Permanent Arbitrator of FGV’s Arbitration and Conciliation Chamber
  • Arbitrator of the Federation of Industries of the State of Paraná’s Chamber of Arbitration and Mediation
  • Member of the Brazilian Chamber of Arbitration
  • Member of the Brazilian Association of Private Equity & Venture Capital
  • Member of the Brazilian Institute of Investor Relations
 

Languagens

Portuguese and English

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts
  • Real Estate
  • Agribusiness
  • Corporate Governance
  • Succession & Estate Planning

Contact

jcamargo@madronalaw.com.br

Education

  • Pontifícia Universidade Católica de São Paulo (LL.B.,1995)

Experience

José Luis practices in the real estate and corporate areas. In the corporate practice, he works on mergers and acquisitions, corporate reorganizations, and joint ventures, providing legal services to companies operating in various sectors of the economy, especially the service industry, technology, telecommunications, private equity, and energy. He has extensive experience in real estate, advising clients in all real estate matters, such as purchase, sale, lease, build-to-suit, and acquisition of rural property, among others.

PROFESSIONAL RECOGNITION

  • Zé
  • JLC
  • LL
  • SELO_ADV_vertical_2016
  • lacca_approved_logo
José Luis Camargo Jr. is frequently sought out by companies from the infrastructure and services sectors for his significant experience providing counsel on M&A deals. Interviewees consider him "an excellent professional" who "displays incisive legal knowledge and a great business understanding during our cases together." Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1996)
  • Member of the Brazilian Association of Private Equity & Venture Capital

Languages

Portuguese, English, and Spanish

AREA

  • Tax Consulting (Direct & Indirect Taxes)
  • Tax Planning
  • International Taxation
  • Judicial & Administrative Tax Litigation

Contact

juliano.okawa@madronalaw.com.br

EDUCATION

  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Tax Law, 2003)
  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Corporate Law, 2001)
  • Pontifícia Universidade Católica de São Paulo (LL.B., 1999)
 

Experience

Juliano is an expert in tax law and has outstanding performance in the area of tax consulting, with emphasis on tax planning and corporate restructuring. His experience includes over five years working for one of the Big Four auditing firms, where he actively worked on tax planning, privatization, and corporate restructuring, as well as financial operations and capital markets. His practice includes administrative tax litigation and succession and estate planning.

PROFESSIONAL RECOGNITION

  • top-ranked
  • LL
  • lacca_approved_logo
  • legal500logo
  • a2892ea5-2224-4ea2-9f9c-363db769e73e
"The tax team under Juliano Rotoli Okawa brings a good balance of day-to-day tax advice to the firm's clients, most notably one of Brazil's major conglomerates as well as restaurants, and oil and gas companies". Latin Lawyer (2015)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (2000)
  • Conselheiro do CONJUR - Conselho Superior de Assuntos Jurídicos e Legislativos, da FIESP
  • Member of the Superior Council for Legal and Legislative Affairs of the Federation of Industries of the State of São Paulo (CONJUR/FIESP)
  • Member of the International Fiscal Association
  • Member of the Brazilian Association of Financial Law

Languages

Portuguese and English

PRACTICE AREAS

  • Consultancy in Direct Taxes
  • Tax Planning
  • International Taxation
  • Tax Litigation
  • Tax Administrative Litigation
  • Estate Planning & Succession and Wealth Planning

Contato

igor.souza@madronalaw.com.br

EDUCATION

  • Harvard Law School (Leadership in Law Firms, 2015)
  • Universidade de São Paulo (Postgraduate Diploma in Tax Law, 2001)
  • Pontifícia Universidade Católica de São Paulo (LL.B., 1998)
 

EXPERIENCE

Tax attorney with strong practice experience in federal fiscal administrative litigation (Tax Appeals Federal Council of the Ministry of Finance), acting on behalf of large domestic and foreign companies, as well as in tax consultancy, having implemented tax planning structures for individual and corporate taxpayers, and wealth and estate planning & succession structures for families doing business in Brazil and abroad.

PROFESSIONAL RECOGNITION

  • logo2
  • LL
  • SELO_ADV_vertical_2016
  • lacca_approved_logo
  • a2892ea5-2224-4ea2-9f9c-363db769e73e
Madrona Advogados’ associate Igor Nascimento de Souza "is a widely respected tax adviser who draws praise for his extensive experience advising on international and domestic taxation issues." Who's Who Legal (2017).  

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2000)
  • Brazilian Bar Association, Brasília Section (2000)
  • Member of the International Fiscal Association (IFA)
  • Member of the Associação Brasileira de Direito Financeiro (ABDF)
  • Member of the Scientific Council fo Tax Law Magazine (Revista de Direito Tributário), a publication of the Tax Studies Association of the State pf São Paulo (Associação Paulista de Estudos Tributários - APET)

LANGUAGES

Portuguese and English

Area

  • Infrastructure, Regulatory & Public Law
  • Energy
  • Project Finance
  • Environmental

Contact

rosane.menezes@madronalaw.com.br

Education

  • Fundação Getúlio Vargas (International Executive MBA in Law and Economics, 2001)
  • Pontifícia Universidade Católica (LL.B., 1994)
 

Experience

Rosane has extensive experience in structuring infrastructure projects in connection with concessions and public-private partnerships (PPPs) in the sanitation, urban mobility, and health sectors, among others. She was responsible for the implementation of the first PPP project in the area of sanitation in the State of São Paulo in 2007. Since then, she has advised several clients on the structuring and legal modeling of public services, administrative contracts, participation in bidding processes, structuring of guarantees, and regulated sectors.

PROFESSIONAL RECOGNITION

LL  SELO_ADV_vertical_2017_alta  IFLR1000  IFLR-Energy

"Rosane Menezes heads a solid public law team, with notable experience in the water, ports and education sectors".. Latin Lawyer (2015)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1995)
  • Member of the GRI Infra Club Brazil
  • Member of the Brazilian Association of Private Equity & Venture Capital

Languages

Portuguese and English

Area

  • Banking & Finance
  • Capital Markets
  • Project Finance

Contact

marcelo.cosac@madronalaw.com.br

Education

  • University of Pennsylvania (LL.M., 2006)
  • Pontifícia Universidade Católica de São Paulo (LL.B, 1998)

Experience

Cosac specializes in domestic and cross-border financing, securitization, project finance, investment fund formation and capitalization and other investment vehicles, private equity, venture capital and joint ventures.  He focuses his practice in Financing, Banking, Project Finance and Capital Market in a number of industries, such as real estate, banking, services, manufacturing and agribusiness. He represents lenders, underwriters, asset management companies, issuers and borrowers. Cosac teaches Structured Operations in the Financial and Capital Markets as part of Fundação Getúlio Vargas’ Real Estate Financing course and, at Secovi he teaches Capital Markets. He is a member of SECOVI’s Advisory Committee on Real Estate Financial Products.

PROFESSIONAL RECOGNITION

  • Marcelo
  • LL
  • legal500logo
Marcelo Cosac Said handles real estate finance transactions and is respected for his expertise advising on real estate receivable certificates, investment funds and built-to-suit agreements. Sources enthuse: "Marcelo performs very well in the capital markets, banking and real estate sectors. He is always up-to-date, provides exceptional client service and is very efficient in his approach to work."  Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1999
  • Member of SECOVI’s Advisory Committee on Real Estate Financial Products
  • Member of the Brazilian Association of Private Equity & Venture Capital

LANGUAGES

Portuguese and English

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts
  • Compliance
  • Corporate Governance
  • Succession & Estate Planning

Contact

milena.mazzini@madronalaw.com.br

Education

  • Harvard Law School (Leadership in Law Firms, 2016)
  • Instituto de Ensino e Pesquisa – INSPER (LL.M., 2006)
  • Faculdades Metropolitanas Unidas – FMU (LL.B., 2001)
 

Experience

Milena has worked extensively on corporate operations, contract negotiations, mergers and acquisitions transactions, corporate restructuring, compliance, succession and estate planning, corporate governance issues, establishment of joint ventures operating in national and international commercial transactions, as well as transactions regulated by the Central Bank of Brazil.

PROFESSIONAL RECOGNITION

  • LL
  • ALTA_vertical_2015
  • legal500logo
  • IFLR-Energy
Milena Coimbra Mazzini has "deep knowledge of the legal environment." Legal 500 (2012)

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2002)
  • Member of the Brazilian Association of Private Equity & Venture Capital
  • Member of the Corporate Committee of the Center for Law Firm Studies (CESA)
 

LANGUAGES

Portuguese and English

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts, Antitrust & Competition

Contact

mininel@madronalaw.com.br

Education

  • London School of Economics and Political Science (LL.M., 2007)
  • Universidade de São Paulo (LL.B., 2003)
 

Experience

Danilo advises domestic and foreign clients on mergers and acquisitions in Brazil, partnership agreements, shareholders’ agreements, corporate restructuring, foreign investment in Brazil, incorporation of companies, corporate governance issues, competition and antitrust issues, succession and estate planning, and business and commercial contracts negotiations.

PROFESSIONAL RECOGNITION

  • DHM
  • LL
  • lacca_approved_logo
  • IFLR1000
Danilo Mininel comes recommended for his capabilities related to commercial contracts, corporate governance and restructuring proceedings. Sources describe him as "a capable and experienced lawyer who focuses on M&A and stands out for his deal-oriented approach." Another interviewee adds: "He is a highly active and knowledgeable name in this field." Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2004)
  • Member of the Brazilian Association of Private Equity & Venture Capital
  • Member of the Corporate and Competition & Antitrust Committees of the Center for Law Firm Studies (CESA)

Languages

Portuguese and English

Area

  • Civil Litigation
  • Mediation & Arbitration,
  • Credit Recovery, Bankruptcy & Reorganization
  • Succession & Estate Planning

Contact

joao.toledo@madronalaw.com.br

Education

  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Environmental Law, 2008)
  • Universidade Presbiteriana Mackenzie (Postgraduate Diploma in Corporate Law, 2006)
  • Faculdade Autônoma de Direito (Postgraduate Diploma in Civil Procedural Law, 2005)
  • Universidade Paulista (LL.B., 2001)
 

Experience

João advises clients on litigation, arbitration and administrative litigation related to business law. He represents clients in litigation procedures in matters brought to litigation in court, in arbitration chambers or in regulatory agencies and various public administration entities. He has represented domestic and foreign clients in matters in civil, business, administrative, and public law. João is member of the Brazilian Chamber of Arbitration.

PROFESSIONAL RECOGNITION

  • SELO_ADV_vertical_2016

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2003)
  • Member of the Brazilian Chamber of Arbitration

Languages

Portuguese and English

Area

  • Real Estate

Contact

eduardo.tristao@madronalaw.com.br

Education

  • Universidade de São Paulo (LL.B., 2001)
 

Experience

Tristão has outstanding performance in corporate real estate transactions, focusing on contracts and corporate law. He actively participates in real estate transactions for direct purchase and sale of urban and rural real estate properties, advising individuals, legal entities, investment funds and equity funds. He also advises clients on fundraising for real estate development, and is responsible for conducting structured multidisciplinary transactions for direct or indirect real estate financing.

PROFESSIONAL RECOGNITION

  • Tristão
  • legal500logo
Eduardo Tristão specialises in contractual and corporate transactions related to the real estate sector. He assists clients with the development of projects in the commercial, residential and hospitality sectors. Clients describe him as "a highly knowledgeable real estate lawyer who works swiftly on all of our cases." Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2004)

Languages

Portuguese and English

Area

  • CAPITAL MARKET
  • M&A
  • CORPORATE GOVERNANCE

Contact

nair.saldanha@madronalaw.com.br

Education

  • LL.M. in Commercial Law, Pontifícia Universidade Católica de São Paulo (2007)
  • LL.B. in Law, Pontifícia Universidade Católica de São Paulo (1993)
 

Experience

Nair specializes in corporate governance, corporate consulting, joint ventures, M&A, sales of companies and global public offerings of shares. She assisted Brazilian and foreign companies, financial institutions and institutional investors in several corporate and capital market transactions, in Brazil and abroad, including M&A deals, private equity funds, global public offering of shares of Brazilian companies, preparation of companies for IPO through restructuring, improvement of corporate governance practices and execution of or amendments to shareholders' agreements. She acted as international associate of the capital market´s team at Simpson Thacher & Bartlett LLP, New York (2007).

Professional recognition

  • logo_american_lawyer
  • logo_latin_finance-1
Nair has been recommended by Chambers and Partners, from in 2015 to 2018, as one of the main lawyers in the Capital Market, in Brazil. She participated in the deal that won the “Deals of the Year” award given by “Latin Finance”, in the “Restructuring” category, in 2017. She participated in the transaction that won the "Global Legal Awards” given by American Lawyer, in the “Global Finance Deal of the Year” category in 2014. She participated in the transaction that won the “Infrastructure Finance Awards” given by “Latin Finance” in the “Best Infrastructure Financing” and “Best Oil & Gas Financing” categories for Brazil, in 2014.

Admissions and afiliations

  • Vice-President of the Committee on Legal Affairs and member of the SelfRegulation Board of the Brazilian Association of Publicly Held Companies (ABRASCA)
  • Coordinator of the Corporate Law and Capital Market Comission - São Paulo, of the Brazilian Institute of Business Law – IBRADEMP
  • Brazilian Bar Association, São Paulo Section

Languages

Portuguese and English

ricardo

Ricardo Madrona

jose2

José Luis Camargo Jr.

juliano2

Juliano Rotoli Okawa

igor4

Igor Nascimento de Souza

rosane

Rosane Menezes Lohbauer

marcelo

Marcelo Cosac

milena

Milena Coimbra Mazzini

danilo

Danilo Mininel

João

João Carlos Toledo

thumbnail_eduardo

Eduardo Tristão

nair

Nair Veras Saldanha

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts
  • Mediation & Arbitration
  • Succession & Estate Planning

Contact

madrona@madronalaw.com.br

Education

  • Fundação Getúlio Vargas (LL.M., 2015)
  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Business Law, 1996)
  • Pontifícia Universidade Católica de Campinas (LL.B., 1994)
 

Experience

Ricardo works on mergers and acquisitions, corporate law, contracts, succession and estate planning, and arbitration. He is on the list of arbitrators of the Arbitration Chambers of Fundação Getúlio Vargas (FGV) and of the Federation of Industries of the State of Paraná, and acts as arbitrator in the Arbitration Chamber of the Federation of Industries of the State of São Paulo. He teaches Mergers and Acquisitions in GVLaw’s Graduate Program and in the GVLaw's Global Law Program. He is a former MBA professor at Fipecafi – in connection with IBRI -  teaching Corporate Law and Capital Markets Law between 2001 and 2011. Ricardo is member of the Brazilian Chamber of Arbitration and member of the Brazilian Institute of Investor Relations.

Professional Recognition

  • Ricardo
  •  RM
  • LL
  • SELO_ADV_vertical_2016
  • lacca_approved_logo
  • legal500logo
  • IFLR1000
  • IFLR-Energy
  • a2892ea5-2224-4ea2-9f9c-363db769e73e
Clients endorse name partner Ricardo Madrona as a "shrewd, dedicated and pragmatic lawyer," and recognise his expertise in handling M&A, corporate restructurings and joint ventures. Market sources describe him as "a hard-working professional who is highly specialised in M&A transactions," and is "particularly strong representing family businesses in corporate deals."    Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1996)
  • Permanent Arbitrator of FGV’s Arbitration and Conciliation Chamber
  • Arbitrator of the Federation of Industries of the State of Paraná’s Chamber of Arbitration and Mediation
  • Member of the Brazilian Chamber of Arbitration
  • Member of the Brazilian Association of Private Equity & Venture Capital
  • Member of the Brazilian Institute of Investor Relations
 

Languagens

Portuguese and English

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts
  • Real Estate
  • Agribusiness
  • Corporate Governance
  • Succession & Estate Planning

Contact

jcamargo@madronalaw.com.br

Education

  • Pontifícia Universidade Católica de São Paulo (LL.B.,1995)

Experience

José Luis practices in the real estate and corporate areas. In the corporate practice, he works on mergers and acquisitions, corporate reorganizations, and joint ventures, providing legal services to companies operating in various sectors of the economy, especially the service industry, technology, telecommunications, private equity, and energy. He has extensive experience in real estate, advising clients in all real estate matters, such as purchase, sale, lease, build-to-suit, and acquisition of rural property, among others.

PROFESSIONAL RECOGNITION

  • Zé
  • JLC
  • LL
  • SELO_ADV_vertical_2016
  • lacca_approved_logo
José Luis Camargo Jr. is frequently sought out by companies from the infrastructure and services sectors for his significant experience providing counsel on M&A deals. Interviewees consider him "an excellent professional" who "displays incisive legal knowledge and a great business understanding during our cases together." Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1996)
  • Member of the Brazilian Association of Private Equity & Venture Capital

Languages

Portuguese, English, and Spanish

AREA

  • Tax Consulting (Direct & Indirect Taxes)
  • Tax Planning
  • International Taxation
  • Judicial & Administrative Tax Litigation

Contact

juliano.okawa@madronalaw.com.br

EDUCATION

  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Tax Law, 2003)
  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Corporate Law, 2001)
  • Pontifícia Universidade Católica de São Paulo (LL.B., 1999)
 

Experience

Juliano is an expert in tax law and has outstanding performance in the area of tax consulting, with emphasis on tax planning and corporate restructuring. His experience includes over five years working for one of the Big Four auditing firms, where he actively worked on tax planning, privatization, and corporate restructuring, as well as financial operations and capital markets. His practice includes administrative tax litigation and succession and estate planning.

PROFESSIONAL RECOGNITION

  • top-ranked
  • LL
  • lacca_approved_logo
  • legal500logo
  • a2892ea5-2224-4ea2-9f9c-363db769e73e
"The tax team under Juliano Rotoli Okawa brings a good balance of day-to-day tax advice to the firm's clients, most notably one of Brazil's major conglomerates as well as restaurants, and oil and gas companies". Latin Lawyer (2015)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (2000)
  • Conselheiro do CONJUR - Conselho Superior de Assuntos Jurídicos e Legislativos, da FIESP
  • Member of the Superior Council for Legal and Legislative Affairs of the Federation of Industries of the State of São Paulo (CONJUR/FIESP)
  • Member of the International Fiscal Association
  • Member of the Brazilian Association of Financial Law

Languages

Portuguese and English

PRACTICE AREAS

  • Consultancy in Direct Taxes
  • Tax Planning
  • International Taxation
  • Tax Litigation
  • Tax Administrative Litigation
  • Estate Planning & Succession and Wealth Planning

Contato

igor.souza@madronalaw.com.br

EDUCATION

  • Harvard Law School (Leadership in Law Firms, 2015)
  • Universidade de São Paulo (Postgraduate Diploma in Tax Law, 2001)
  • Pontifícia Universidade Católica de São Paulo (LL.B., 1998)
 

EXPERIENCE

Tax attorney with strong practice experience in federal fiscal administrative litigation (Tax Appeals Federal Council of the Ministry of Finance), acting on behalf of large domestic and foreign companies, as well as in tax consultancy, having implemented tax planning structures for individual and corporate taxpayers, and wealth and estate planning & succession structures for families doing business in Brazil and abroad.

PROFESSIONAL RECOGNITION

  • logo2
  • LL
  • SELO_ADV_vertical_2016
  • lacca_approved_logo
  • a2892ea5-2224-4ea2-9f9c-363db769e73e
Madrona Advogados’ associate Igor Nascimento de Souza "is a widely respected tax adviser who draws praise for his extensive experience advising on international and domestic taxation issues." Who's Who Legal (2017).  

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2000)
  • Brazilian Bar Association, Brasília Section (2000)
  • Member of the International Fiscal Association (IFA)
  • Member of the Associação Brasileira de Direito Financeiro (ABDF)
  • Member of the Scientific Council fo Tax Law Magazine (Revista de Direito Tributário), a publication of the Tax Studies Association of the State pf São Paulo (Associação Paulista de Estudos Tributários - APET)

LANGUAGES

Portuguese and English

Area

  • Infrastructure, Regulatory & Public Law
  • Energy
  • Project Finance
  • Environmental

Contact

rosane.menezes@madronalaw.com.br

Education

  • Fundação Getúlio Vargas (International Executive MBA in Law and Economics, 2001)
  • Pontifícia Universidade Católica (LL.B., 1994)
 

Experience

Rosane has extensive experience in structuring infrastructure projects in connection with concessions and public-private partnerships (PPPs) in the sanitation, urban mobility, and health sectors, among others. She was responsible for the implementation of the first PPP project in the area of sanitation in the State of São Paulo in 2007. Since then, she has advised several clients on the structuring and legal modeling of public services, administrative contracts, participation in bidding processes, structuring of guarantees, and regulated sectors.

PROFESSIONAL RECOGNITION

LL  SELO_ADV_vertical_2017_alta  IFLR1000  IFLR-Energy

"Rosane Menezes heads a solid public law team, with notable experience in the water, ports and education sectors".. Latin Lawyer (2015)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1995)
  • Member of the GRI Infra Club Brazil
  • Member of the Brazilian Association of Private Equity & Venture Capital

Languages

Portuguese and English

Area

  • Banking & Finance
  • Capital Markets
  • Project Finance

Contact

marcelo.cosac@madronalaw.com.br

Education

  • University of Pennsylvania (LL.M., 2006)
  • Pontifícia Universidade Católica de São Paulo (LL.B, 1998)

Experience

Cosac specializes in domestic and cross-border financing, securitization, project finance, investment fund formation and capitalization and other investment vehicles, private equity, venture capital and joint ventures.  He focuses his practice in Financing, Banking, Project Finance and Capital Market in a number of industries, such as real estate, banking, services, manufacturing and agribusiness. He represents lenders, underwriters, asset management companies, issuers and borrowers. Cosac teaches Structured Operations in the Financial and Capital Markets as part of Fundação Getúlio Vargas’ Real Estate Financing course and, at Secovi he teaches Capital Markets. He is a member of SECOVI’s Advisory Committee on Real Estate Financial Products.

PROFESSIONAL RECOGNITION

  • Marcelo
  • LL
  • legal500logo
Marcelo Cosac Said handles real estate finance transactions and is respected for his expertise advising on real estate receivable certificates, investment funds and built-to-suit agreements. Sources enthuse: "Marcelo performs very well in the capital markets, banking and real estate sectors. He is always up-to-date, provides exceptional client service and is very efficient in his approach to work."  Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS:

  • Brazilian Bar Association, São Paulo Section (1999
  • Member of SECOVI’s Advisory Committee on Real Estate Financial Products
  • Member of the Brazilian Association of Private Equity & Venture Capital

LANGUAGES

Portuguese and English

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts
  • Compliance
  • Corporate Governance
  • Succession & Estate Planning

Contact

milena.mazzini@madronalaw.com.br

Education

  • Harvard Law School (Leadership in Law Firms, 2016)
  • Instituto de Ensino e Pesquisa – INSPER (LL.M., 2006)
  • Faculdades Metropolitanas Unidas – FMU (LL.B., 2001)
 

Experience

Milena has worked extensively on corporate operations, contract negotiations, mergers and acquisitions transactions, corporate restructuring, compliance, succession and estate planning, corporate governance issues, establishment of joint ventures operating in national and international commercial transactions, as well as transactions regulated by the Central Bank of Brazil.

PROFESSIONAL RECOGNITION

  • LL
  • ALTA_vertical_2015
  • legal500logo
  • IFLR-Energy
Milena Coimbra Mazzini has "deep knowledge of the legal environment." Legal 500 (2012)

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2002)
  • Member of the Brazilian Association of Private Equity & Venture Capital
  • Member of the Corporate Committee of the Center for Law Firm Studies (CESA)
 

LANGUAGES

Portuguese and English

Area

  • Mergers & Acquisitions
  • Corporate Law
  • Contracts, Antitrust & Competition

Contact

mininel@madronalaw.com.br

Education

  • London School of Economics and Political Science (LL.M., 2007)
  • Universidade de São Paulo (LL.B., 2003)
 

Experience

Danilo advises domestic and foreign clients on mergers and acquisitions in Brazil, partnership agreements, shareholders’ agreements, corporate restructuring, foreign investment in Brazil, incorporation of companies, corporate governance issues, competition and antitrust issues, succession and estate planning, and business and commercial contracts negotiations.

PROFESSIONAL RECOGNITION

  • DHM
  • LL
  • lacca_approved_logo
  • IFLR1000
Danilo Mininel comes recommended for his capabilities related to commercial contracts, corporate governance and restructuring proceedings. Sources describe him as "a capable and experienced lawyer who focuses on M&A and stands out for his deal-oriented approach." Another interviewee adds: "He is a highly active and knowledgeable name in this field." Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2004)
  • Member of the Brazilian Association of Private Equity & Venture Capital
  • Member of the Corporate and Competition & Antitrust Committees of the Center for Law Firm Studies (CESA)

Languages

Portuguese and English

Area

  • Civil Litigation
  • Mediation & Arbitration,
  • Credit Recovery, Bankruptcy & Reorganization
  • Succession & Estate Planning

Contact

joao.toledo@madronalaw.com.br

Education

  • Pontifícia Universidade Católica de São Paulo (Postgraduate Diploma in Environmental Law, 2008)
  • Universidade Presbiteriana Mackenzie (Postgraduate Diploma in Corporate Law, 2006)
  • Faculdade Autônoma de Direito (Postgraduate Diploma in Civil Procedural Law, 2005)
  • Universidade Paulista (LL.B., 2001)
 

Experience

João advises clients on litigation, arbitration and administrative litigation related to business law. He represents clients in litigation procedures in matters brought to litigation in court, in arbitration chambers or in regulatory agencies and various public administration entities. He has represented domestic and foreign clients in matters in civil, business, administrative, and public law. João is member of the Brazilian Chamber of Arbitration.

PROFESSIONAL RECOGNITION

  • SELO_ADV_vertical_2016

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2003)
  • Member of the Brazilian Chamber of Arbitration

Languages

Portuguese and English

Area

  • Real Estate

Contact

eduardo.tristao@madronalaw.com.br

Education

  • Universidade de São Paulo (LL.B., 2001)
 

Experience

Tristão has outstanding performance in corporate real estate transactions, focusing on contracts and corporate law. He actively participates in real estate transactions for direct purchase and sale of urban and rural real estate properties, advising individuals, legal entities, investment funds and equity funds. He also advises clients on fundraising for real estate development, and is responsible for conducting structured multidisciplinary transactions for direct or indirect real estate financing.

PROFESSIONAL RECOGNITION

  • Tristão
  • legal500logo
Eduardo Tristão specialises in contractual and corporate transactions related to the real estate sector. He assists clients with the development of projects in the commercial, residential and hospitality sectors. Clients describe him as "a highly knowledgeable real estate lawyer who works swiftly on all of our cases." Chambers & Partners (Latin America, 2018)

ADMISSIONS AND AFFILIATIONS

  • Brazilian Bar Association, São Paulo Section (2004)

Languages

Portuguese and English

Area

  • CAPITAL MARKET
  • M&A
  • CORPORATE GOVERNANCE

Contact

nair.saldanha@madronalaw.com.br

Education

  • LL.M. in Commercial Law, Pontifícia Universidade Católica de São Paulo (2007)
  • LL.B. in Law, Pontifícia Universidade Católica de São Paulo (1993)
 

Experience

Nair specializes in corporate governance, corporate consulting, joint ventures, M&A, sales of companies and global public offerings of shares. She assisted Brazilian and foreign companies, financial institutions and institutional investors in several corporate and capital market transactions, in Brazil and abroad, including M&A deals, private equity funds, global public offering of shares of Brazilian companies, preparation of companies for IPO through restructuring, improvement of corporate governance practices and execution of or amendments to shareholders' agreements. She acted as international associate of the capital market´s team at Simpson Thacher & Bartlett LLP, New York (2007).

Professional recognition

  • logo_american_lawyer
  • logo_latin_finance-1
Nair has been recommended by Chambers and Partners, from in 2015 to 2018, as one of the main lawyers in the Capital Market, in Brazil. She participated in the deal that won the “Deals of the Year” award given by “Latin Finance”, in the “Restructuring” category, in 2017. She participated in the transaction that won the "Global Legal Awards” given by American Lawyer, in the “Global Finance Deal of the Year” category in 2014. She participated in the transaction that won the “Infrastructure Finance Awards” given by “Latin Finance” in the “Best Infrastructure Financing” and “Best Oil & Gas Financing” categories for Brazil, in 2014.

Admissions and afiliations

  • Vice-President of the Committee on Legal Affairs and member of the SelfRegulation Board of the Brazilian Association of Publicly Held Companies (ABRASCA)
  • Coordinator of the Corporate Law and Capital Market Comission - São Paulo, of the Brazilian Institute of Business Law – IBRADEMP
  • Brazilian Bar Association, São Paulo Section

Languages

Portuguese and English

 

      • Aline Pardi Ribeiro

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OUR PRACTICE

Agribusiness

Agribusiness in Brazil plays an important role in the country’s economy, representing a significant portion of the national GDP. Legal relations involving the sector, both in consulting and litigation spheres, have grown in recent years, gaining complexity and magnitude.

Madrona Advogados has a specialized and highly experienced team qualified to attend to and understand our clients’ demands. Considering the breadth and complexity of issues surrounding agribusiness, our team provides integrated legal advice with other related practice areas to deliver efficient solutions to our clients.

Our team provides legal advice on the production, commercialization, and financing stages of agricultural and farming products, working with financial institutions, investment funds, trading companies, and agro-industrial companies.

Expertise

Agribusiness financing and structured transactions, such as projects involving Rural Product Notes (CPR), Agribusiness Certificates of Deposit and Agribusiness Warrant (CDA/WA), Agribusiness Credit Bills (LCA), and Certificates of Agribusiness Credit Rights (CDCA)
Participation in mergers and acquisitions and corporate reorganizations involving agricultural issues
Drafting of agricultural contracts such as leasing, rural partnership, rural guarantees, sale and purchase of agricultural inputs, raw materials, and commodities
Advising on securitization operations (Agribusiness Receivables Certificates – CRA) and establishment of investment funds tied to agribusiness assets and credit rights
Review and analysis of guarantees for operations with agricultural commodities
Advisory and litigation counsel (judicial and administrative) in credit collection processes and debt renegotiation resulting from contracts and securities linked to agribusiness, as well as claims involving federal, state and municipal entities

CONTACT

José Luis Camargo Jr., Marcelo Cosac

Antitrust & Competition Law

Free competition is the general principle of economic activity in Brazilian law. Understanding the competition and antitrust regulation and their impact on the company’s activities are essential in today’s corporate world.

Madrona Advogados knows this and applies its multidisciplinary expertise in the various areas of competition and antitrust law, representing companies in processes seeking the approval of acts of economic concentration, in the preparation and implementation of antitrust compliance programs, advising on matters of competition and antitrust law, trade practices, economic concentration operations, and investigations of anticompetitive conduct.

Expertise

Assessing the hypotheses for the submission of concentration acts, under its various forms, to the Brazilian competition authority and regulatory bodies (as appropriate), as well as advising on such procedures
Risk assessment of business practices, including conducts or structures that may give rise to concerns under a competition perspective
Compliance and training in matters of competition and antitrust law
Advice to clients seeking to act as third parties in approval processes of concentration acts, and assistance to response to letters submitted by CADE
Litigation involving competitive matters in administrative and judicial proceedings
Advising clients in procedures involving investigations of anticompetitive practices

CONTACT

Danilo Mininel

Banking and Finance

Madrona Advogados’ lawyers are recognized in the market for our expertise in the financial sector. Our team advises financial institutions, investors, sponsors, and financial advisors in securitization transactions, finance structuring, internal and external loans, bilateral and syndicated loans, prepayment of export operations, equipment and aircraft leases.

Expetise

Drafting and reviewing financing agreements in general, including Banking Credit Notes (CCB), transfer agreements, syndicated loan agreements, unionized facility agreements, among others
Structuring and formalization of guarantees (security package): surety, aval, fiduciary lien/transfer of movable and immovable property, bonds, and mortgages
Preparation and review of mandates and memoranda of understanding (term-sheets)
Drafting, negotiation, and implementation of financial transactions in national currency, including the Brazilian Development Bank (BNDES)’s transfer operations
Syndicated loans and financing with multilateral organizations
Legal advice and follow-up for securing financing abroad by Brazilian companies, with securitization of Brazilian exports
Legal advice and follow-up for securing financing through credit titles, hybrid capital and debt instruments, and perpetual and subordinated deb
Advice on regulation of derivative instruments and on reviewing documents of derivative transactions.
Conducting due diligence exercises
Issuance of opinions on legal aspects, regulations, and financing operations documents
Advising on aspects relating to National Financial System regulation
Assistance with foreign exchange regulations
Defenses and representations in administrative proceedings before the Central Bank and the Appeals Council of the National Financial System

CONTACT

Marcelo Cosac

Capital Market

With a team with extensive experience in capital markets, Madrona Advogados offers a wide range of legal services designed both for capital market agents (banks, asset managers, funds, and other institutions) and issuers.

The development of Brazil’s capital market requires professionals aligned with best practices, international experience, and comprehensive knowledge of the economy and business.
Our firm has partnerships with foreign firms, working together in cross-border transactions.

In the regulatory field, our firm provides advice on issues related to compliance with requirements arising from regulations applicable to investment funds, financial institutions, and other market participants, including the observance of legal obligations established by the Central Bank, CVM, and other regulatory bodies.

 

Expertise

Assistance in registration and deregistration of publicly-held companies, as well as with the regulations applicable to listed companies in fulfilling their various obligations, including corporate governance issues
Initial public offerings and follow-on offerings
Public or private equity and securities offerings, in Brazil and abroad, including debentures, promissory notes, commercial bonds, investment fund shares, and securities arising from credit securitization (e.g. FIDCs, FIIs, CRI, CCI, CDCA and CRA)
Structuring and regulation of investment funds in general
Assistance with debt restructuring
Legal advice on the preliminary stages of issuers’ access to capital markets
Defenses and representations in administrative proceedings before the Brazilian Securities Exchange Commission and the Appeals Council of the National Financial System

CONTACT

Marcelo Cosac, Nair Veras Saldanha

Civil Litigation

Madrona Advogados’ Civil Litigation practice works on various forms of conflict resolution, as well as pre-litigation situations. Our team works closely with other areas in the review and preparation of contractual instruments and structuring of guarantees, aimed at safeguarding our clients in future litigation disputes.

Further on litigation consulting, we review and advise on risk prognosis of potential claims, liability assessment through due diligence in mergers and acquisitions, purchase of credit portfolios, and other operations, as well as preparing legal opinion on the application of civil and civil procedure law in national and international contracts.

We are also active in the pre-litigation stage through negotiations and other measures to prevent controversies. During litigation proceedings, Madrona Advogados represents our clients in all stages before the courts, regulatory agencies, and various public administration bodies depending on the nature of the claim. We represent domestic and foreign clients in disputes in various areas of civil, business, administrative, and public law.

Among the main disputes in which our lawyers have worked are complex issues that are strategically important to our clients. Over the years, we have argued cases regarding the validity, revision, and enforcement of contracts in general, civil liability, corporate disputes, consumer relations, and challenges to acts in bidding processes, among others. We routinely work for clients in the banking, construction, energy, franchise, pharmaceutical, real estate, industrial, infrastructure, logistics, and mining sectors, among others.

Expertise

Leasing
Banking
Antitrust & Competition
Consumer
Disputes arising from commercial transactions
Distribution
Economic law
Energy
Bankruptcy
Finance
Franchise
Real estate
Infrastructure
Bids
Capital markets
Mining law
Credit recovery
Reorganization
Regulatory
Commercial representatio
Corporate law
Succession

CONTACT

João Carlos Toledo

Compliance

Corporate compliance is becoming increasingly important on the global stage. Both to protect their reputations and to avoid the imposition of sanctions, companies have a growing interest in implementing compliance programs. Through policies, manuals, and training, they seek to inform their employees about the importance of respecting the law and the company’s ideals

In Brazil, this topic has gained greater prominence since the enactment of the Anti-corruption Law in 2013, which brought additional provisions to the legislation then in force.

The Compliance team at Madrona Advogados recognizes how important a proper compliance program is to conducting business. Our team is formed by a multidisciplinary group with experience developing and implementing such programs, as well as other mechanisms for the prevention and investigation of acts that are harmful to Brazilian and foreign governments, and violations of internal regulations of companies and multinational groups.

In the context of M&A transactions, the Compliance team works together with other practice areas with the goal of identifying possible contingencies related to irregularities committed by the parties involved and/or their employees, always seeking to provide complete and effective legal advice to clients.

Atuação

Development of Codes of Ethics and Compliance Programs
Representing clients in investigations and administrative and judicial proceedings
Analysis of the effectiveness of compliance programs already implemented
Training
Due diligence

CONTACT

Milena Coimbra Mazzini

Contracts

Madrona Advogados assists in the preparation, review, and negotiation of contracts of all types, including commercial representation contracts, business partnership agreements, purchase and sale of goods, and service agreements, among others. We work with domestic and foreign clients of all sizes and market segments. Our firm advises on contractual matters, issuing legal opinions and assisting our clients in managing their contracts.
Our team works together with the litigation practice to assess whether any disputes might arise from any contract, advising our clients about risks and the impact of potential judicial or arbitration disputes.

CONTACT

Ricardo Madrona, José Luis Camargo Jr., Milena Coimbra Mazzini, Danilo Mininel, Nair Veras Saldanha

Corporate

Madrona Advogados specializes in offering legal advice to domestic and foreign clients in the day-to-day management of their business. The firm has experience in various market segments and assists individuals and legal entities of all sizes.

The firm represents its clients in the incorporation of companies, amendment of corporate documents, participation in general meetings of listed and closed companies. We also represent them before the Brazilian Securities and Exchange Commission and B3, among other regulatory bodies, whether in administrative proceedings, preparation of answers to official letters, and implementation of litigation prevention practices.

Madrona Advogados issues opinions on corporate law matters. We assist in asset structuring for individuals and family-controlled companies, including providing advice on asset protection and succession planning. The firm advises its clients in structuring investment vehicles, seeking to reduce the risk involved in each project and maximize the benefits and viability of the business. The expertise developed by working on complex projects for large companies allows us to develop creative solutions that can also be used by individuals and family businesses.

Expertise

Incorporation of companies and structuring of investment vehicles
Drafting and negotiation of contracts and corporate documents
Representing clients in shareholders’ and general meetings
Guidance and protection of shareholders’ rights, whether minority or controlling
Preparation of defenses in administrative proceedings and responses to letters sent by government agencies
Drafting of legal opinions regarding the interpretation and application of standards and contracts
Development and implementation of corporate governance policies and practices
Structuring and implementing succession planning and asset protection
Organization of corporate books and documents
Routine corporate actions
Arrangements for the dissolution, liquidation, and termination of companies

CONTACT

Ricardo Madrona, José Luis Camargo Jr., Milena Coimbra Mazzini, Danilo Mininel

Corporate Governance

Madrona Advogados’ corporate team has extensive experience in good corporate governance practices tailored to each client’s profile. Through the development of governance programs (with professionalization of management, creation of oversight bodies, and development of internal skills), our team assists in the preservation of values and optimizes integration and communication between management and investors.

Maintaining good governance practices and professionalized teams has proven to be an important component for a company’s competitiveness and management. Our team is highly qualified to assist our clients in this endeavor.

Expertise

Good corporate governance practices
Adequacy of internal rules and regulations
Creation of committees
Boards of Directors
Corporate management
Audit Committees
Conflicts of interest

CONTACT

José Luis Camargo Jr., Milena Coimbra Mazzini, Danilo Mininel, Nair Veras Saldanha

Credit Recovery, Bankruptcy, and Reorganization

Madrona Advogados represents creditors in bankruptcy proceedings, judicial and extrajudicial recovery, and providing advice on different aspects of the Bankruptcy and Corporate Reorganization Law.

We defend creditors’ interests and work on debt recovery in various types of judicial collection procedures and extrajudicial execution of guarantees, as well as extrajudicial recovery, judicial reorganization, and bankruptcy proceedings.

Our firm provides full assistance for the acquisition of assets of companies in financial difficulty, in judicial recovery, or from bankruptcy proceedings. We assist with risk assessment, drafting contracts, negotiation and modeling of the operation. We advise suppliers, service providers, financial institutions, and investors, as well as assist with financing to companies in difficulty.

Our team members are able to advise on credit recovery, application and other aspects of the Bankruptcy and Corporate Recovery Law, covering topics such as the strength of guarantees, fraud against creditors, execution, succession, characterization of economic group, piercing of the corporate veil, disposal of assets, credits included and excluded from judicial reorganization, and validity and formalization of new guarantees.

Expertise

Representation of creditors in bankruptcy, judicial and extrajudicial recovery proceedings
Advising on the structuring of the recovery process
Drafting of legal opinions on credit recover
Client Representation in committees and meetings of creditors
Drafting of legal opinions on credit recovery

CONTACT

João Carlos Toledo, Marcelo Cosac

Energy

The Power and Oil and Gas sectors are among the most complex of the economy, both for their inherent dynamism and for the high degree of state regulation.
Legal counsel on Energy requires a high level of professional specialization, with a team who must master the different contractual, legal, and regulatory aspects and particularities of various activities related to these sectors. Mindful of this, Madrona Advogados’ Energy team seeks continuous improvement and constantly monitors the most relevant topics of the Energy sector.
Working together with the other practice areas of our firm, our team provides the most complete and targeted solutions to the sector agents’ business.

Expertise

Full assistance in Energy Auctions
Representation in administrative proceedings before federal regulatory (ANEEL and ANP) and state agencies, as well as in other sectoral entities (CCEE, ONS, EPE)
Drafting and negation of contracts in this sector, such as EPC, O&M, PPA, take-or-pay, ship-or-pay, among otherss
Preparation of reviews and opinions
General consulting
Due diligence

CONTACT

Rosane Menezes Lohbauer

Environmental Law

Brazil has strong institutions and laws for the protection of the environment, placing us in a leading global position in sustainable development. Aware of this, we are prepared to assist our clients in various environmental law issues, allowing them to develop their business in full compliance with the standards and other obligations to which they are subject.

Our team is concerned with developing effective solutions to adapt our clients’ businesses to environmental requirements. Our experience ranges from advising on environmental regulations applicable to each activity to representing our clients before federal, state, and municipal environmental agencies and entities.

Our team has extensive experience and knowledge of environmental regulations, which allow us to devote the highest level of commitment and attention to clients’ interests.

Expertise

Representing clients before environmental agencies and entities
Representing clients in administrative and judicial procedures
Negotiation of Terms of Adjustment of Conduct
General consulting
Preparation of reviews and opinions
Due diligence

CONTACT

Rosane Menezes Lohbauer

Infrastructure, Regulatory and Public Law

We seek to assist our clients in a comprehensive manner, fully customized to the particularities of their relationships with the government and public administration in general (whether at the federal, state, or municipal level), as well as in operations in regulated environments. Madrona Advogados’ Infrastructure, Regulatory and Public Law team has extensive experience in structuring infrastructure projects and representing and advising clients on their participation in bidding processes and contracts with the government. We also represent our clients before administration bodies and entities, including regulatory agencies and Audit Courts, in addition to providing advice on various topics related to public law and regulated industries.

Our team stands out in its continued attention to the different legal, political, and economic environments of each infrastructure sector, with a deep knowledge of the changes taking place in Brazil and the world for a precise understanding of our clients’ needs. With this expertise, we develop complete and appropriate solutions that add value to business development in all activities that rely on state intervention or participation.

We understand the complexity of issues and disciplines involving infrastructure and regulated sectors. Our team seeks a comprehensive approach that is not only limited to the law, ensuring that our professionals have a deep understanding of the particular functioning and demands of each sector. We encourage our team’s academic and scientific activities, promoting the publication of research, articles, booklets, and miscellaneous materials related to the sectors in which we operate. Our team is also prepared to deliver customized courses to our clients or speak at various events.

Expertise

Developing of legal and institutional modeling of projects, including via Expression of Interest Processes
Preparation of Invitations to Bid and contracts
Complete assistance in bidding processes and in the formalization, administration, and monitoring of contracts executed with the public administration
Conducting administrative proceedings before bodies and entities of the administration, audit courts, and regulatory agencies
Advising on requests for contract review and economic-financial rebalance
Drafting and negotiating Terms of Adjustment of Conduct
Negotiation of contracts related to infrastructure projects and sectors, such as construction, supply, operation, and maintenance contracts
Preparation of reviews and opinions
General consulting
Trainings and customized courses
Due diligence

CONTACT

Rosane Menezes Lohbauer

Intellectual Property

Since the enactment of the Intellectual Property Law in 1996, Brazil has an adequate legal framework for the protection of intellectual property rights. With the new release of the Brazilian Civil-Rights based Framework for Internet, the sector further aligned itself with international best practices.

The necessity of this area for the development of industry and technology in the country is increasingly recognized.

Aware of the importance of this area, the professionals of Madrona Advogados offer customized solutions to clients, ensuring measures for the protection and expansion of their businesses. We work in all areas related to the protection of intellectual property rights, drafting and negotiation of contracts, consulting, and due diligence exercises.

Also with regard to the peculiarities of this area, professionals in the intellectual property team of Madrona Advogados follow closely the changes in the industry, attending courses and lectures.

EXPERTISE

Drafting, review, and negotiation of contracts involving licensing and assignment of intellectual property rights (trademarks, patents, know-how, domain names, and copyrights in general)
Drafting, review, and negotiation of technology transfer agreements (provision of technical and scientific services)
Drafting, review, and negotiation of contracts involving license to use image, sound, and name, as well as license for the use of digital content
Industrial property registration by INPI
Assistance in establishing franchises, including the drafting and negotiation of franchise and distribution and supply agreements, as well as franchise offering circular letters
Litigation related to industrial property assets, including conflicts concerning trademarks, trade names and domain names
Consulting in matters related to advertising regulation, including the analysis of advertising campaigns and defense in proceedings before CONAR, the regulatory agency for this matter in Brazil
Consulting in matters related to intellectual property on the internet and in digital technology, including drafting and negotiation of transfer, licensing, and distribution of computing goods and services agreements, including software

CONTACT

Ricardo Madrona, José Luis Camargo Jr

Labor Law

Labor relations have evolved and now demand agile and effective performance by companies in order to conform to current standards and mitigate possible risks. The ultimate goal is to maintain productivity, within a legal and healthy environment

With a deep understanding of our clients’ needs, Madrona Advogados assists in the resolution of everyday occurrences, maintaining a close relationship with personnel and/or human resources departments in drafting contracts, notices and policies, as well as in the conducting of administrative and judicial defenses.

Our firm’s professionals are concerned with training and keeping updated through specialization courses, participation in events, workshops and study groups, in addition to the publication of articles.
The labor team acts in a coordinated manner with other practices for a comprehensive understanding of the business, characteristics, and demands of each client.

EXPERTISE

Legal advice and general consulting, including on issues related to collective bargaining with unions, compensation and benefits plans, preparation of employment and executive contracts
Conducting administrative and judicial defenses in the labor sphere
Analysis of the effectiveness of compliance programs already implemented
Legal advice on termination of senior executives, managers and other employees
Review of compensation and benefits policies in order to adjust them to the legislation and to reduce labor costs and risks
Representation before the Ministry of Labor and employment and/or the Labor Prosecutor’s Office and their agencies in the event of inspections and provision of information.
Due diligence for mergers and acquisitions, joint venture, investment, and incorporation transactions, or to preventively identify liabilities (materialized or not)
Analysis of labor issues related to post-closing, such as benefit equalization and trade union membership change

CONTACT

Priscilla Carbone

Mediation and Arbitration

Since its formalization, through Law No. 9,307/96, arbitration is gaining space in Brazil as a mechanism for conflict resolution.

Madrona Advogados’ Mediation and Arbitration practice works on conflict resolution in arbitration disputes, and other negotiated situations, under the different regulations of the main national and international arbitration chambers.

Our firm is associated with the Brazilian Arbitration Committee, and partner Ricardo Madrona acts as arbitrator at the FGV Conciliation and Arbitration Chamber and at the Chamber of Arbitration and Mediation of the Federation of Industries of the State of Paraná – FIEP.

Expertise

Review and preparation of contractual instruments, structuring of arbitration clauses and commitments aimed at safeguarding our clients in future disputes
Negotiations, mediations, preventive measures, and negotiated solution of controversies
Issuance of legal opinions on issues involving arbitration proceedings and assessment of the risks of potential litigation and/or disputes already under way. Assisting our clients in selecting the professional profile of the person to be appointed as arbitrator and/or mediator
Representing domestic and foreign clients in solving disputes before different arbitration chambers and in different arbitration matters (reorganizations, construction projects and infrastructure, energy, mining, contractual disputes, among others).

CONTACT

Ricardo Madrona, João Carlos Toledo

Mergers and Acquisitions

Madrona Advogados’ experienced team advises on a wide range of structures used for M&A transactions, such as joint ventures, partial or total purchase or sale of shares/quotas, asset purchase, structuring of greenfield or brownfield projects, consortia or special partnerships, management buyouts, and leveraged buyouts, among other possible models used to best achieve our clients’ goals. Our clients, national and foreign, come from many backgrounds, such as strategic investors, family businesses, private equity funds, venture capitalists, etc.

Our work begins in the first negotiations between parties, helping to structure the operation and draft the initial documents, and extends through the due diligence process and negotiation and formalization of the final agreements. We assist our clients in obtaining the necessary approvals to finalize the transaction, especially by CADE and regulatory agencies (such as ANEEL and ANATEL, among others). We also assist our clients in determining the tax burden resulting from the transaction.

Simply knowing the law is not enough to properly assist our clients. It is also important to understand the business at the core of the transaction, the market in which it is embedded, its characteristics, and issues faced (such as liabilities and contingencies that may hinder the closing of a transaction or reduce its value; client needs; and related areas, particularly accounting and financing aspects). With this vision, we have invested in training our professionals. We encourage and sponsor training courses, specialization, and pursuing master’s and doctoral degrees, in Brazil and abroad. Similarly, we encourage participation in events, workshops, and study groups, as well as publishing academic books and articles.

Expertise

Due diligence
Corporate business structuring and risk assessment
Purchase and sale of assets and equity, either majority or minority interests
Payment and guarantee structuring
Corporate reorganizations, such as incorporations, mergers, and spinoffs
Establishment of consortia, joint ventures, and other strategic alliances
Assistance in obtaining financing
Leveraged buyouts
Management buyouts

CONTACT

Ricardo Madrona, José Luis Camargo Jr., Milena Coimbra Mazzini, Danilo Mininel, Nair Veras Saldanha

Project Finance

Madrona Advogados’ Capital Markets, Finance, and Infrastructure teams combine their experiences in advising the structuring, negotiation, and implementation of financing operations for industrial and infrastructure projects in various sectors, including energy (power and oil and gas), telecommunications, mining, roads, ports and airports, sanitation, among others.

Our firm acts as advisor to sponsors, financial institutions, multilateral agencies, builders, and suppliers, relying on a multidisciplinary team that analyzes all regulatory, corporate, contractual, insurance, financial, tax, and environmental aspects of a project. Our clients include the world’s largest financial institutions, multilateral agencies, development banks, and export credit agencies (ECAs), as well as entrepreneurs, sponsors, offtakers and construction companies active in this market.

Our extensive knowledge of regulated sectors and various debt instruments enable us to offer legal assistance that is extremely effective in structuring the intended operation.

EXPERTISE

Advice on structuring and negotiation of legal models, with special attention to the guarantees of the project
Assistance in preparing and negotiating legal instruments for implementation of financing operations
Assistance in preparing and negotiating legal instruments for financing and guarantees
Assistance in drafting and negotiating contracts for support of sponsors, account management contracts, and agreements between creditors

CONTACT

José Luis Camargo Jr., Rosane Menezes Lohbauer, Marcelo Cosac

Real Estate

Madrona Advogados has followed the evolution of Brazilian real estate law, relying on a team of professionals focused on and able to provide legal advice on various aspects of the real estate business. Our team is dedicated to understanding our clients’ goals and expectations so that they can develop the tailored and efficient strategies that real estate projects demand. Madrona Advogados’ real estate practice works on both urban and rural real estate transactions.

In addition to legal counsel on issues involving real estate law, our firm has extensive experience in supporting other legal areas advising business, such as mergers and acquisitions, corporate restructuring, capital markets, finance, and tax, including the participation in complex due diligence exercises and assistance in structuring the transaction vis-à-vis their regulatory and fiscal aspects.

Madrona Advogados offers advice on real estate issues related to infrastructure projects, such as the installation and investments in ports (TUPs and public ports), power plant construction, expropriation and easements, and tax pertaining to the real estate property.

Expertise

Wide range of contracts, such as purchase, sale, lease, built-to-suit, lending, construction, rural leasing, agricultural partnership, exchange, contract work, surface right, and servitude
Acquisition of rural properties by foreigners
Establishment of in rem guarantees
Structuring of real estate developments and urban allotment
Formatting, structuring, and developing real estate projects such as industrial warehouses, shopping centers, residential condominiums, and hotels (condo-hotels)
Due diligence
Advice on the issuance of CRIs, establishment of FII and FIP, among others
Advice on infrastructure projects
Consulting and litigation assistance in judicial and administrative litigation involving real estate matters

CONTACT

Eduardo Tristão

Succession and Estate Planning

Succession and estate planning are important tools for families to organize asset division, establish rules for the continuity of the family business, and determine corporate governance parameters.

We see today a very active market for these projects, where business owners have been concerned with planning their succession. Madrona Advogados helps families in the execution and implementation of their succession and estate planning, organizing discussions with the heads of the family, heirs, and company executives, seeking to understand their interests, aspirations, and how these fit within the business itself.

Our work focuses on the business and the family, with a view to facilitate the succession process by using important and effective planning tools, including:

Creation of holdings and family offices
Formation of trusts
Tax planning
Corporate governance rules
Rules governing the distribution and allocation of profits
Consulting for families on the day to day management of the business

We believe that good succession and estate planning create a healthy balance in maintaining relationships and the link between the individual and the family business

CONTACT

Ricardo Madrona, José Luis Camargo Jr.,
Milena Coimbra Mazzini, Danilo Mininel, João Carlos Toledo

Tax Consulting and Planning, Tax Litigation, and International Taxation

Each client is different and deserves unique treatment. Taxation in Brazil is today largely responsible for the success or failure of a business and, therefore, one of the main focuses of attention of the business sector. In addition to being extremely complex, taxation is dynamic and reaches all levels of business, people and organizations even beyond our borders.

We have highly skilled professionals in various areas of tax law, on both the consulting (direct and indirect taxes) and litigation (judicial and administrative) sides. The solution to a problem in the fiscal area requires the ability to think broadly and, in the current economic context, that should be in sync with the efficiency and rationalization of resources.

Our firm maintains a close relationship with our clients, who rely on our services, technical expertise, ability to understand their businesses, and – most importantly – because they know that our work is marked by the ethics and respect with which we approach each case.

Expertise

Agility in the care of day-to-day tax matters, providing advice and legal opinions, and assisting in the prevention of tax liabilities
Assistance in structuring and reorganizing transactions and business activities, including mergers and acquisitions, with options to optimize fiscal efficiency and lawful tax planning
Assistance in identifying tax contingencies during due diligence exercises
Advising on special tax regimes for businesses, as well as negotiating tax benefits before tax authorities
Defining employees and executives’ remuneration structures
Monitoring and advising on complying with tax inspection procedures by federal, state, and municipal administrative authorities
Managing lawsuits with wide coverage in the national territory and representing clients in the judicial and administrative spheres in suits challenging tax incidence or seeking to recover improperly collected taxes
Ample experience in litigation at the federal, state, and municipal levels throughout Brazil, and performing defenses of tax assessments, as well as in restitution, reimbursement, and compensation tax claims
Monitoring and advising on compliance with tax inspection procedures

CONTACT

Juliano Rotoli Okawa and Igor Nascimento de Souza

OUR
PUBLICATIONS


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December 10 to 28, 2018: Consolidate Debts with the Special Tax Amnesty Program (PERT)

10/12/2018

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Decree No. 9,571 (11/21/2018) establishes National Guidelines for Businesses and Human Rights

06/12/2018

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The Minister of Labor has approved legal opinion in favor of the maintenance of the Ministry of Labor as an autonomous body

05/12/2018

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State of Rio Grande do Sul established new Tax Amnesty Program for VAT debts

04/12/2018

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nov

New issue of Análise Advocacia 500 lists Madrona Advogados and its attorneys among the most admired in several practice areas and sectors

23/11/2018

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out

São Paulo state electricity company privatised for US$461 million

26/10/2018

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Valor Econômico: Complexity of the Brazilian tax system

06/09/2018

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LatAm issuers raise US$3.8 billion in equity in two months

29/06/2018

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Practice Areas

Name: Email:
Corporate & M&A
Mergers & Acquisitions
Capital Market and Finance
Infrastructure and Regulatory
Energy
Tributary
Real Estate
Agribusiness
Compliance
Civil Litigation and Credit Recovery
Mediation & Arbitration
Labor
Intellectual Property

Contact

contato@madronalaw.com.br


AVENIDA BRIGADEIRO FARIA LIMA, 3064 - 11° FLOOR
CEP 01451-000
SÃO PAULO, SP
T +55 11 4883 8750

SHIS QL 24, conjunto 01 Casa 01 - Lago Sul
CEP 71665-015
Brasília, DF
T +55 61 3222 2295

CAREER

OPPORTUNITIES

Our motivation is to understand the times we live in so that our clients reach their goals with transparency, ethics and responsibility.

We believe in the value of diversity and we respect differences in the business environment.

We invest in education, so that new skills may be developed in a world with technology that never stops advancing and that requires organizations to set themselves apart.

All of this is in our WE CARE philosophy: people do matter to us.

If you identify with our principles and goals, apply for an opportunity to work with us!