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Experience in the most important areas of Business Law

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More than two decades in
business law

SFME ADVOGADOS​

The law firm of Seabra Fagundes, Ferraz, Mannino e Espírito Santo Advogados, SFME ADVOGADOS, arose from the union of a group of lawyers with consolidated experience in the major areas of Business Law.

Find out the characteristics of the Firm

Areas Of Practice

Administrative and Regulatory

SFME advises a diversity of clients on acquisitions, mergers, demergers and spinoffs which may be subject to government agency controls.

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Energy

SFME partners have taken part in the juridical modeling and restructuring of the electrical energy area and in the elaboration of new regulations.

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Funding of Infrastructure Projects

The law firm has wide experience in legal advisory to borrowers, distinguishing itself by participation

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Real Estate

SFME assists clients in the acquisition and sale of land for development of mergers and residential, commercial, industrial, hotel and Shopping Centers buildings.

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Foreign Investment

SFME assists the investors with structuring business and transactions in all sectors; joint ventures, consortium and companies formation

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Oil, Natural Gas and Biofuels

SFME renders legal advice to companies specialized in the Oil, Natural Gas and Biofuels industry, assisting oil and gas operators and equipment and service suppliers, including:

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Bankruptcy, Business Restructuring And Insolvency

The new Bankruptcy and Insolvency Law (Law #11,101/05) brought significant changes from the old bankruptcy law, with the introduction

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Corporate / Mergers and Acquisitions

SFME acts in the constitution of diverse kinds of companies; representing its clients in general assemblies and partnership meetings

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Conflict Resolution

With over 30 years of experience in civil litigation, knowing the business needs of its customers, the specialized team of SFME is prepared to provide strategic solutions to any dispute

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Labour / Employment

SFME provides consultation services and labour litigation. The partners and associates assist clients on matters involving collective rights and labour unions

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Tax

In the field of tax consultation, SFME provides counselling in corporate reorganization, as well as in the structuring of foreign investments in Brazil and Brazilian investments abroad

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An experienced team in business law

Partners

Maria Aparecida Seabra Fagundes

Rafaella Ferraz

Enrico Estefan Mannino

Ruy Caetano do Espírito Santo

Lawyers

Christiane Ziehfuss Hesketh Marcondes

Gladston Almeida Cabral

Leilane Gonçalves Sales

Maurício da Silva Dias

Thalita Scagliarini

Certifications
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Where are we

Avenida das Américas n° 2.480, Block 5, room 101, Lead Américas – Barra da Tijuca – Rio de Janeiro CEP 22640-101.

atendimento@sfme.com.br

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SFME advises a diversity of clients on acquisitions, mergers, demergers and spinoffs which may be subject to government agency controls. The office also promotes the interests of its clients in bid processes, administrative inquiries and processes, including those before regulatory agencies such as the National Electrical Energy Agency (ANEEL), the National Telecommunications Agency (ANATEL) and the National Petroleum Agency (ANP), as well as providing services to secure licences and authorizations, and the drawing up and negotiation of contracts dealing with regulated services.

SFME partners have taken part in the juridical modeling and restructuring of the electrical energy area and in the elaboration of new regulations.

The office provides corporate consultation on regulatory, corporate, contractual and tributary issues specific to the sector of the electrical energy, gas and oil area; acts in litigious administrative/regulatory and judicial questions; draws up specific relevant legal instruments, such as Power Purchase Agreements PPA, Interconnections, Engineering, Procurement and Construction – EPC, and Operation and Maintenance – O&M, Contracts for the Sale and Purchase of Natural Gas and O&M Contracts of Natural Gas Distribution Systems. We also provide assistance in bidding processes of ANP and ANEEL.

The SFME partners responsible for the area have had extensive experience as consultants / legal directors in both state and private companies dedicated to this line of business.

The law firm has wide experience in legal advisory to borrowers, distinguishing itself by participation in the installation of project finance in infrastructure.

The law firm acts as legal advisory for finance structuring in the domestic and international credit markets; document analysis and all legal aspects, including corporate, currency exchange and tax; participation in the negotiation of legal instruments with private and government financial institutions, both national and foreign; structuring of credit guarantee packages and the drawing up and revision of guarantee agreements.

SFME assists clients in the acquisition and sale of land for development of mergers and residential, commercial, industrial, hotel and Shopping Centers buildings.

The firm has expertise in conducting due diligence for real estate development, property regularization (urban and rural), preparation of construction by administration contracts and EPC contracts, purchase and sale contracts, promises of sale for future delivery (units under construction) with and without fiduciary guarantees, assignment of rights and receivables, simple and/or financial exchanges, debt confessions, payment in kind, donations, rentals, leases, condominium conventions, building condominium institutions, assignments, management contracts and/or lease, deployment and installation charges, neighborhood associations, housing developments, land parceling and rejoining, among others.

SFME assists the investors with structuring business and transactions in all sectors; joint ventures, consortium and companies formation; foreign and capital investment; rules and regulations on foreign currency exchange; registration of foreign investment at the Central Bank; conversion of credits into investments; profit and capital repatriation; loan transactions and other financing operations; immigration and visas.

SFME renders legal advice to companies specialized in the Oil, Natural Gas and Biofuels industry, assisting oil and gas operators and equipment and service suppliers, including:

  • Drafting and negotiating specialized supply, services and leasing contracts;
  • Consulting for mergers, acquisitions and purchase of investments in onshore and offshore concessions (farm-in and farm-out);
  • Assistance in bids before the ANP bidding rounds for oil and gas blocks, and before Petrobras for the procurement of goods and services;
  • Tax planning with tax incentive schemes, in particular the Special Customs Export and Import Regime ( REPETRO );
  • Contract negotiation with Petrobras (when a bid is not required);
  • Consulting on regulatory issues including local content;
  • Consulting in hiring employees and service providers under special legislation for offshore work;
  • Coordination of supplier registration in Petrobras’ Vendor List.

The new Bankruptcy and Insolvency Law (Law #11,101/05) brought significant changes from the old bankruptcy law, with the introduction, among other innovations, the institutes of extrajudicial and judicial restructuring proceedings to replace the former concepts of creditors composition.

SFME provides legal assistance to companies in bankruptcy and judicial and extrajudicial restructuring proceedings. The office, with its multidisciplinary team, works in:

  • Acquisition planning and sale of companies in financial difficulties and consultancy for investors in the purchase of insolvent assets;
  • Corporate restructuring processes, finance structuring for local and foreign companies and due diligence;
  • Recovery of credits in restructuring proceedings or bankruptcy processes;
  • Enforcement against the debtor and other judicial measures for preservation of credit;
  • Consulting in business recovery strategy.

SFME acts in the constitution of diverse kinds of companies; representing its clients in general assemblies and partnership meetings, negotiation of shareholder agreements, structuring of incorporations, mergers, demergers, spinoffs and alterations to the corporate structure.

The law firm has vast expertise in mergers and acquisitions, assisting its clients in pre-sale structuring, due diligence and the drawing up and negotiation of equity holdings sale and purchase agreements.

Foreign clients receive extensive counseling on their investments in Brazil, registration with the Brazilian Central Bank, conversion of credits to investments, remittance of profits abroad and repatriation of investments. The law firm also counsels national clients on Brazilian investments abroad.

With over 30 years of experience in civil litigation, knowing the business needs of its customers, the specialized team of SFME is prepared to provide strategic solutions to any dispute. The interaction of this team with other areas of the Office facilitates the analysis of customer problems and the decision on the best resolution solution.

With outstanding performance in litigation, both judicial and administrative, SFME operates throughout the country with a network of correspondents. The importance and complexity of the causes conducted by the Office led to the formation of an experienced team, able to face any challenge brought by its customers, including transnational causes.

The SFME also has extensive experience in alternative means of dispute resolution and ADRs, which are increasingly being used for the composition of conflicts of interest that require quick and efficient resolution. The firm has a tradition in the strategic conduct of arbitration proceedings, with its partners responsible for this area listed in the list of arbitrators of some of the major arbitration institutions in the country. The lawyers of SFME also play a technical and strategic role in mediation, guiding customers to opt for this method when possible, reducing considerably the waiting time for impasse definition and the high costs of legal proceedings, as well as acting as mediators.

SFME provides consultation services and labour litigation. The partners and associates assist clients on matters involving collective rights and labour unions, as well as matters relating to health and safety in the workplace and repercussions in the field of civil liability arising from work accidents.

The law firm has outstanding expertise in the appraisal of existing contingencies and potential labour risks in mergers and acquisitions.

In the field of tax consultation, SFME provides counselling in corporate reorganization, as well as in the structuring of foreign investments in Brazil and Brazilian investments abroad. Tax consultation services involve not only counseling on current legislation, but also analysis with a view to optimizing tax savings.

The law firm conducts a wide range of judicial and administrative cases involving tax issues, questioning the constitutionality or legality of taxes, requests for the return or offsetting of undue taxes, as well as the formulation of consultations and requirements for special tax regimes.

A desregulamentação e o processo de desestatização consolidou um novo modelo no Brasil, o do Estado Regulador. Este sistema traz consigo, como seus principais ícones, as agências de regulação. O Estado delega para iniciativa privada a execução de algumas obras e serviços que até pouco tempo eram de sua exclusiva função. Neste novo momento, o Estado aparece como fiscalizador e não mais como executor. O SFME presta consultoria em Direito Regulatório, que é a junção das regras de direito público, constitucionais, econômicas e administrativas que regem as agências de regulação e sua relação com concessionários, permissionários e usuários.

O SFME tem experiência em assessorar clientes em operações de aquisição, fusão e cisão sujeitas ao controle de agências governamentais. O Escritório também patrocina os interesses de seus clientes em licitações, inquéritos e processos administrativos, inclusive em curso perante agências reguladoras como ANEEL, ANATEL e ANP, atuando na prestação de serviços relacionados à obtenção de licenças e autorizações, elaboração e negociação de contratos relacionados a serviços regulados.