Expertise

The practice of the Firm in bidding and government contracts encompasses all legal services required for the negotiation, execution, performance and termination of agreements with government entities.   In the event of bids, the Firm contributes to the participation of its clients in the bidding processes, assisting them to obtain a proper understanding of the call notice, to design the most suitable structure for the project subject of the bid, to prepare their proposals, as well as to draft requests for clarifications, challenges and appeals, so as to enable the success of the bid processes.   The team is engaged in the contractual performance on a regular basis, developing legal solutions to secure the full exercise of the legal and contractual rights of its clients, such as claims for economic-financial recovery, for scope modifications or even for defenses against contractors’ improper sanctions.  Several bids and government contracts give rise to disputes before the Brazilian Accounting Courts. The Firm maintains an outstanding performance in such segment, successfully representing the interests of its clients in federal and state courts.  In the event of direct negotiations with the Government, the Firm also delivers efficient performance, contributing to the execution of contractual instruments that meet clients’ needs and interests, in the light of the rules that regulate administrative covenants, from the Expression of Private Interest (MIP) or the Expression of Interest Procedure (PMI) until the perfection of Public-Private Partnerships (PPPs) or Concessions. 

Villemor Amaral Advogados has a multidisciplinary team capable of advising clients in the Banking and Finance sector in various operations and financial structuring. Legal advice includes incorporation and reorganization of companies to operate in the financial market, the constitution of investment funds before the CVM, as well as legal advice on their investments, assistance in the structuring of their administrative and financial activities, among others. In addition, the Firm advises and represents clients on the most diverse fronts related to the payroll loan segment. The team has experience in advising clients in the banking sector in lawsuits filed by consumers, related to payroll-deductible credit card transactions, obtaining favorable decisions in more than 85% of cases, reducing the average value of convictions, and establishing favorable understandings in courts around the national territory. It also advises financial institutions with judicial and extrajudicial measures, to obtain the resumption of payroll consignments that have been improperly suspended or excluded. The Firm has acted efficiently in the defense of financial institutions before consumer protection entities or in class actions filed against them.

Villemor Amaral Advogados’ consumer protection team engages in particularly complex cases and has a solid experience in consumer right issues involving several industries, such as the banking, aviation, health, and public and private service sectors.  Our team provides legal assistance to clients in preventive, consulting, and litigation issues, besides engaging in negotiations and in the elaboration of policies.  Our Firm also has technical know-how in large-scale consumer right litigations, with deep knowledge of the energy and aviation industries. With over 140 lawyers, the team can offer one-to-one, fully customized services.  Villemor Amaral Advogados is recognized for its smart, efficient, and unique management of litigations, using legal controllership centers.  To deal with a large volume of actions and matters, Villemor Amaral Advogados uses an efficient legal software called Sisjuri, developed by TOTVS, which allows recording all data related to proceedings and extracting customized reports, always targeted at the client needs.   All case documents, publications, and hearing results are recorded in the system. Besides, pleadings filed by the Firm are registered showing the filing date and a content synthesis. Thus, the team can use a number of information filters, relying on core indicators for the strategical management of its clients’ businesses. 

Villemor Amaral Advogados has a specialized team that provides advisory services to clients from the most diverse economic segments on the preparation and negotiation of contractual instruments of any nature.   Professionals at the Firm seek to obtain all commercial and operational details from clients in order to build legal protections that secure safe and durable contractual conditions.   The team has a vast expertise in the activities below: 

• advice on business routine, including preparation and review of legal documents necessary to complete operations; 
• preparation of contract models to be used by the clients' procurement department, standardizing drafts of services agreements and goods and assets purchase agreements; 
• preparation of contractual instrument models for the development of the companies' core business, establishing beneficial conditions with their clients; 
• advice on the preparation, review and negotiation of specific agreements and contracts, such as memoranda of understanding, partnerships agreements, purchase and sale agreements, lease agreements, services agreements, shareholders' agreements and other related legal instruments, in addition to carrying out due diligence; 
• negotiation of contracts with foreign counterparties; 
• advice on the management and performance of contracts; and 
• monitoring and implementation of preventive measures during the performance of contracts, including risk assessment and corrective advice. 

In the past years, Villemor Amaral Advogados has been engaged in several mergers and acquisitions transactions, advising medium and large companies and investment vehicles, both for the acquisition and disposal of assets and businesses.  The Firm is qualified to offer its clients all services usually delivered in the following operations: 

• conduction of an audit; 
• tax and corporate advisory services to select the vehicle most appropriate for the transaction;  
• client support during negotiations; 
• preparation and review of legal documents required for the completion of the transaction, such as memoranda of understanding, shareholders' agreements, option agreements, purchase and sale agreements, investment agreements and other related legal instruments; 
• structuring of consortia and joint ventures; 
• consulting services with respect to the compliance with the transaction requirements before CVM, CADE and other regulatory agencies; and  
• financing agreements and issuance of securities. 

With a multidisciplinary team, the Firm provides legal advisory services to clients in complex legal and commercial matters involving the digital environment, both online and offline.   Always attentive to the ongoing updates to the digital and tech market, our team of experts guides, protects, and represents our clients in cases involving data policy and privacy, information technology consulting and management, due diligence, and other issues. 

Villemor Amaral Advogados handles a wide range of diverse and sophisticated legal matters on a daily basis, representing its clients in federal and state courts, as well as in alternative dispute resolution procedures, such as arbitration and mediation.  We provide legal assistance in actions related to the private, corporate, and administrative law and in litigations involving contract, infrastructure, energy, oil and gas, project finance, health law, environmental law, among others.  Furthermore, the Firm efficiently promotes the outsourcing of litigation matters from clients’ corporate legal departments. It offers a structure that allows its operations throughout the Brazilian territory in cases of civil litigation and in tax, business, and labor matters.   Our team conducts a high number of cases with excellence and at very reasonable costs, working in an integrated fashion with the client, maintaining a sharp and close communication channel with client’s representatives and promptly providing clients with all relevant information.  The Firm also assists clients in the pre-litigation stage, seeking solutions together with the opposing parties, negotiating and offering alternatives to prevent judicial and administrative proceedings.  As our litigation team can understand the commercial needs of companies and interact with the market or sector in which our clients engage, acting as an extension of our clients’ legal department is a core value for the Firm. 

Villemor Amaral Advogados has been operating for more than 20 years in the electric power industry, offering a broad view of the market and representing several companies in the areas of electric power generation, transmission, distribution and commercialization.   The team has lawyers specialize in several areas of interest in the power industry and presents solid experience in structuring and development of electric power generation projects related to hydroelectric, thermoelectric and other renewable energy sources;  preparation, review and negotiation of agreements intended for project implementation and operation, including M&A transactions, asset management, joint venture establishment, among others; advisory services on distributed generation and self-production projects; specialized legal and regulatory consultancy, in addition to representing our clients in legal, administrative and arbitration proceedings.   The Firm's participation in the implementation and acquisition of thermoelectric and hydroelectric power plants, as well as in energy generation projects based on other clean sources of energy (such as biomass, wind and solar), provides lawyers with a broad view of the market and its fuels, empowering them to advise companies in the preparation of projects, in the negotiation of relevant agreements and in the interface with competent regulatory bodies.  

The Firm offers the Environmental Law practice, assisting on consulting and litigation matters and representing clients before several control and inspection bodies.   The team assists in consulting services aimed at environmental licensing processes for electric power, oil & gas, real estate and sanitation enterprises, and further infrastructure and logistics projects.  The team also has experience in judicial and administrative dispute resolution, including legal proceedings and civil investigation.   Moreover, the Firm provides advisory services to legal assessments, including the preparation and negotiation of environmental clauses in agreements, the preparation and review of environmental audit reports and due diligence in negotiations, among others. 

Villemor Amaral Advogados assists hospitals, insurers, health insurance providers, laboratories, diagnostic centers, clinics, associations and professionals who seek to adjust to the industry applicable laws, as well as to adjust to the increasingly judicialization of the practice.  In order to comply with this market’s requirements, the Firm has a team specializes in health law, with a multidisciplinary background and expertise in executing private and public projects and businesses. We advise our clients on the areas below: 

Advisory

• Preventive and strategic consultancy, with focus on topics related to regulation, licensing and hospital administration, medical liability, consumer law, health plans and contracts. 
• Drafting of the instruments required for the development of its core business (service agreements, agreements with service providers, insurance agreements, liability waiver, consent form, medical records, among others). 

Litigation 

• Building close relationships with the legal departments of healthcare companies, which fosters the development of solid strategies in the routine of civil litigation. 
• Defense of healthcare companies and professionals before the Judiciary Branch, Public Prosecutor's Office, direct and indirect government entities, Professional Councils and consumer protection agencies in individual and collective actions and in administrative procedures. 
• Debt collection. 

Regulatory 

• Advice on the main aspects of the healthcare and insurance market regulation. 
• Preventive consultancy related to the acts issued by regulatory bodies. 
• Representation before the main regulatory agencies and industry entities. 

Villemor Amaral Advogados, in the course of its history, has always had the privilege of advising Brazilian and foreign companies in projects related to infrastructure, oil and gas, industrial and manufacturing complexes.  By mean of the provision of legal advice to projects of this nature, the Firm offers a multidisciplinary team that will provide client with full support to the design and implementation stages of the project.  The specialized team advises clients on all parts of the project, such as: 

• representation of clients before government bodies, including cases related to biddings in procurement contracts and structuring of public-private partnerships; 
• analysis of specific regulatory provisions set forth for the power industry issued by ANEEL, ONS, MME, among others public entities; 
• assessment of PPAs and SIN interconnection agreement;  
• preparation of agreements and opinions required to obtain long-term financing, as well as guarantee instruments, in eventual bridge loans or other loan modalities that may be necessary during the pre-operational phase of the project; 
• establishing of a financing and guarantee program, as well as fundraising for the project, including tax planning and use of tax benefits; and 
• drafting and negotiation of project implementation agreements, including loan agreements, O&M agreements, engineering and construction agreements, including EPCs, as well as raw material supply agreements and off-take agreements, such as PPAs. 

Labor lawsuits have a significant impact on clients' liabilities, and strict information control is essential for the management of these liabilities, in an agile and uncomplicated way. Considering this scenario, the Villemor Amaral Advogados Employment and Benefits team provides personalized and tailored assistance to clients, offering quick and efficient advice to the companies' legal and/or human resources departments. In addition to the concern with the technique and quality of the terms and consultancy provided, Villemor Amaral Advogados is recognized in the market for valuing the intelligent and efficient management of litigation, carried out by a specialized team focused on the control of procedural information.

Villemor Amaral Advogados represents its clients in mediation and arbitration proceedings, especially in disputes in the energy, infrastructure and oil & gas industries.   Our arbitration team gathers expertise and experience while conducting several mediations and arbitrations.   The Firm assigns its lawyers who specializes in the disputed matter so they can actively engage in all procedure stages, from the design of the legal strategy to the preparation of the statements to be submitted to the arbitral tribunal.  Our team has been advising and representing clients in mediation and arbitration for a long time, accumulating a vast experience in arbitration systems and rules of the most important Brazilian and international institutions, such as the International Chamber of Commerce (ICC), the Brazil-Canada Chamber of Commerce (CCBC) and the FGV Chamber of Mediation and Arbitration. 

The lawyers at Villemor Amaral Advogados have a hands-on approach in the development and implementation of projects across the entire industry chain — upstream, midstream and downstream.   The client portfolio includes a variety of E&P operators, equipment suppliers, service providers, distributors and carriers. In view of the wide range of activities and the diverse client portfolio that the Firm advises in this industry, the team can gather vast experience and market knowledge on the specific formal and legal aspects of the industry.   The Firm's lawyers are qualified to discuss economic, financial and technical matters that have a strong impact on agreements and eventual disputes.   The Firm has a large team dedicated to the Oil and Gas industry. The team members advise the clients on several topics, such as: 

• qualification process at the Brazilian National Agency for Petroleum, Natural Gas and Biofuels (ANP) in the bidding rounds and assignment of rights, in addition to advice on regulatory issues in general, including local matters, exploration programs, development plans and unitization agreements; 
• preparation and negotiation of E&P agreements, such as joint operating agreements, farm-in and farm-out, service agreements, vessel charter agreements, unitization agreements and EPC agreements;  
• negotiation and preparation of natural gas, liquefied natural gas (LNG), and liquified petroleum gas (LPG) agreements, covering different modalities (purchase, sale, import and offshore) and multiple market segments (thermoelectric, industrial, distribution, steel and free consumer); and 
• preparation of documents and agreements related to the gas and oil transport, open access to transport capacity allocation.

Villemor Amaral Advogados has a team specializes in real estate law, assisting the main players in the market in the current most diversified real estate transactions.  Our advisory includes structuring of real estate projects, such as real estate developments, condominiums, land subdivisions, hotel complexes, and leisure and entertainment developments;  search for real estate solutions to implement the projects; preparation of complex opinions on real estate topics; establishment of investment funds before the Brazilian Securities Commission (CVM), as well as legal advice on their investments; eal estate financing transactions (LCI (real estate credit bills), CCI (real estate credit notes), CRI (real estate receivables certificates), among others); advisory services for land title regularization related to large real estate developments, among others.  

Villemor Amaral Advogados has a team that specializes in restructuring and that can assess the possibility of debt collection through asset research, articulate out-of-court reorganization and debt settlement, or effectively prepare the client to recover the amounts through a court-supervised procedure.  Lawyers have wide expertise in:  

• debt collection (middle market and corporate); 
• research of real estate assets and judgment debts under throughout the Brazilian territory; 
• bankruptcy, court-supervised and out-of-court reorganization;  
• debt settlement, establishment of credit instruments and guarantees; 
• verification of ownership interests in companies of any nature, analysis of economic groups and of interests in investment funds of all kinds; 
• verification and annulment of corporate veils, such as (i) shields through complex corporate structures; (ii) fraudulent asset transfer transactions between family members or people who have an agency relationship; (iii) colorable transactions of any nature; 
• disregarding of legal entity: affecting third-party assets; and 
• fraud against creditors and enforcement fraud. 

The practice of Social Security Law has become indispensable for the corporate routines of a company. In Brazil, social security taxation has its own regulation, which challenges professionals to have specialized knowledge on the subject. To serve this specific market, Villemor Amaral implemented the Social Security Law practice area, which has a team focused on social security legislation, with a multidisciplinary vision. The social security team advises the client on advisory issues, helping corporations that are destined to reduce risks and implement safety and efficiency in their operations, through preventive actions that will avoid labor conflicts and/or reduce the percentage of taxation. They also provide assistance to clients in contentious proceedings at the administrative and judicial levels, seeking strategic solutions to protect the company's business.

Villemor Amaral Advogados regularly provides advisory services to Brazilian and foreign companies on tax matters, instructing them in complying with their tax obligations and implementing procedures to optimize their tax burden, including other topics, such as corporate restructuring or specific projects. The Firm provide clients with its expertise, planning the most sophisticated and efficient tax structure, which includes the identification of tax benefits that may be claimed and assistance in the modeling of transactions that present the lowest tax impact.   The lawyers also have vast experience in negotiating and/or implementing tax breaks, and it is worth mentioning that some lawyers have already held government positions, especially in the tax area.   The Firm's tax team has a strong presence in administrative and judicial tax litigations, successfully defending its clients against undue requirements from different public treasuries.  Besides that, the tax team has a solid experience in matters related to the energy industry, including the renewable energy segments, representing clients at all stages of the industry chain, including energy generation, transmission, commercialization and distribution.