Code of Conduct


  1. Scope of Application
  • This Code of Conduct is based on the rules underlying the law practice as well as on the applicable Brazilian and foreign laws and other principles of personal, social, and professional behavior. It must serve as a guide on how equity partners, non-equity partners, trainees and, where applicable, the other members of staff (the ‘Professionals’) of Rayes & Fagundes Advogados Association (the ‘RFAA’) must act and it is binding on all of them.
  • This Code of Conduct will be provided to our correspondent law firms, suppliers, and service providers engaged by RFAA, from whom observance herewith will be requested.
  • Without prejudice to the provisions of this Code of Conduct, whenever requested by RFAA’s clients, RFAA Professionals will abide by and comply with such clients’ specific rules of conduct and/or policies on the engagement of suppliers, as clients may direct.
  1. Principles
  • In the performance of your duties, you must hold yourself to the highest standards of integrity, loyalty, lawfulness, confidentiality, and transparency and in a way to avoid conflicts of interest, in an effort to promote a culture of morality underlying RFAA’s activities and professional relationships, and in society in general.
  • You are committed to always doing the right thing and conducting yourself with independence in a lawful, honest fashion and with respect for professional relationships. You must not act in a way that violates any legal provision, even when you are asked by a client or third party, who will be warned about the risks involved in such conducts.
  • Subject to the other principles adopted in this Code of Conduct, you must act in furtherance of RFAA’s collective interests and development, which must prevail over your personal interests.
  • Professional activities and behavior must be within the limits of the law.
  • You must ensure that you will abide by professional secrecy and maintain the confidentiality of RFAA’s clients’ confidential information, whether such information is provided by clients themselves or any third party, in accordance with the Rules of Professional Conduct and Ethics issued by the Brazilian bar association OAB.
  • You will not, without the consent of the relevant client, disclose or comment on any RFAA’s client’s document or information outside the work environment, including any non-confidential information.
  • You must act clearly and objectively in the defense of the interests of RFAA’s clients, keep all professional information confidential, and advise clients on any risks and consequences that their claims may involve.
  • No Conflicts of Interest. You may decline any representation that may conflict with or prevail over the interests of other RFAA’s clients or RFAA’s own interests.
  • Representations against any former clients of RFAA or any former client or employer of any RFAA’s Professional directly engaged in the case must require prior approval of the Board of Partners. Upon such approval, RFAA Professionals must protect the professional secrecy and all privileged or classified information of the opposing party to which they gained access during the previous relationship.
  • Notwithstanding, You must decline any representation that is contrary to the ethics, moral values or the validity of a legal transaction which you assisted or provided guidance on or became aware of in order to provide legal advice. Likewise, you must withdraw representation for ethical reasons when you become aware of secrets or strategic information provided by the opposing party for any reason.
  • You must not take part in any decision with respect to which you may have any interest which conflicts with RFAA’s interests. In such events, you must inform RFAA about your impediment, explaining the nature and extension of your interests. Each year, you must provide a conflict of interest statement informing any such situations.
  1. Anti-Corruption Laws
  • You must ensure compliance with and abstain from violating the anti-corruption laws in force in Brazil, such as the Brazilian penal code, Law No. 12.846/2013, and Law No. 9.613/1998 and the related foreign laws, such as the United States Foreign Corrupt Practices Act – FCPA and the United Kingdom Bribery Act.
  • RFAA will not tolerate any act performed with the purpose of perpetrating fraud or crime or allowing for any whatsoever deviation of purpose or irregularity against the State or third parties. In addition, RFAA will not tolerate any practice intended to conceal illegally-gained proceeds.
  • RFAA’s accounting records and financial controls will accurately reflect its transactions according to the applicable accounting principles and the prevailing tax laws.
  • You must not directly or indirectly intermediate, offer, promise or authorize the delivery or promise of money, gift, service, favor or any other advantage to a public official, political party official, candidate for public office or political party, or any person related therewith (collectively, the ‘Public Official’) for purposes of obtaining advantage or inducing such foreign official to do, omit to do or delay any act in violation of the lawful duty of such official, or in any way influence such public official, even when at the request of any client or third party.
  • Any offer of a giveaway, meal, gift, hospitality or any other thing of value or advantage to a Public Office must be strictly in compliance with the laws, RFAA’s applicable policies, and the policies of the receiving party and will be subject to the approval of the Board of Partners and must not exceed the amount of BRL 100.00.
  • Any giveaway, meal, gift, hospitality or any other thing or service of value or advantage you personally offer to a Public Official which can be used to influence decisions in which the law firm or its clients may have any interest must be previously communicated to and approved by the Board of Partners.
  • You must ensure that correspondent law firms, suppliers and service providers are rigorously selected in furtherance of the best interests of RFAA and its clients. For that purpose, you will conduct reputation, integrity, and technical skills searches and assessments and refrain from engaging any correspondent law firms, suppliers, or service providers on the recommendation of Public Officials or which may have a conflict of interest with any RFAA Professional, except in the absence of any other supplier within the relevant location and subject to the review and approval of the Board of Partners.
  1. Relationship with Public Officials
  • You must not take advantage of any family, affective, personal, or commercial relationships with Public Officials to obtain any property or other advantages. Each year, you must provide a relationship with Public Official statement, if applicable, informing which is the office held by the relevant Public Official.
  • You must formally request any hearings or meetings to be held with Public Officials, in accordance with the rules governing the Government entities. Any such hearing or meeting must be held at the premises of the Government entity to which the Public Official is connected. Any such request must specifically mention the agenda of the meeting, suggested date and at least two attendees, one of which to be a RFAA Professional. It must also explain the relation between such attendees and the agenda of the meeting.
  • After each hearing you have with a Public Official, you must prepare a report containing the name of all attendees and a brief account of the matters dealt with at the meeting.
  1. Respect in the Workplace
  • You are expected to act frankly and cordially, speak correctly and politely, and be cautious and disciplined when carrying out your work, including when dealing with clients, suppliers, colleagues, and Public Officials. You must act with respect, discretion and independence, and demand the same in return; you must claim your rights.
  • RFAA values the diversity of its Professionals and strive to give equal opportunities in all aspects of the work. No discrimination of any type will be tolerated, be it on the basis of race, religion, age, gender, political beliefs, marital status, or sexual orientation.
  • RFAA does not tolerate harassment of any type, be it moral or sexual. RFAA encourages that RFAA Professionals respect each other and is committed to a healthy workplace where employment decisions are based on merit, creating a positive environment that allows for the development of the multiple skills of its Professionals.
  1. Respect for Intellectual Property Rights
  • RFAA owns and holds the title to and all licenses for the use of all software, copyright, mark, patent, and trade secrets (the ‘Intellectual Property’) required for the development of its activities and ensures that no use of Intellectual Property violates any rights of third parties.
  1. Publications
  • The articles and writings published by the RFAA Professionals will be for informative purposes only, must always be discrete and moderate, and must not be intended for capturing clients or marketing the professional activity, subject to the provisions of the Brazilian bar association OAB’s Rules of Professional Conduct and Ethics.
  1. Miscellaneous
  • If this Code of Conduct omits to provide for or fails to have a definition or instruction on any matter of professional ethics which is relevant for RFAA’s activities, image and reputation or for the practice of the Law, it will subject to the review and opinion of the Board of Partners.
  • If a RFAA Professional, RFAA client or RFAA supplier becomes aware of a suspected or actual violation of the rules of this Code of Conduct or the OAB’s Rules of Professional Conduct and Ethics, they must communicate it to the Board of Partners or directly to a member of the Board of Partners of their choice who is not – at least not apparently – related to the suspicion.
  • Every situation, claim or suspicion brought to the Board of Partners by any Professionals or third parties must be kept in secret and the Professional who communicated the matter to the Board of Partners must be protected. The person who in good faith reports or raises the suspicion of violation of this Code of Conduct, the OAB’s Rules of Professional Conduct and Ethics or the law must be ensured that he or she will not be retaliated and that no such retaliation will be tolerated.
  • Whenever it becomes aware of a violation of the rules under this Code of Conduct, the OAB’s Rules of Professional Conduct and Ethics or the applicable laws, the Board of Partners must, through the partner-in-charge of the relevant department, warn the violator about the violated rule. Notwithstanding the foregoing, the competent procedure will be initiated to investigate the responsibilities and any applicable disciplinary actions will be enforced, which may result in the removal of the partner or termination of the employment contract for cause, depending on the case and on the gravity of the violation.
  • The content of this Code of Conduct will be informed to all RFAA Professionals and will be available at RFAA intranet, without prejudice to internal trainings that will be held to spread knowledge of its content and the related applicable laws.
  • If you have any doubts related to the compliance with or violation of the guidelines laid down in this Code of Conduct, you must consult the partner-in-charge of your department or the Board of Partners.
  • This Code of Conduct must be revised and updated at least once every two (2) years or whenever necessary, without prejudice to the adoption of other related policies.
  • This Code of Conduct became effective on January 2, 2017 and it is up to the Board of Partners to promote the dissemination hereof to RFAA Professionals.