Corporate

Our Corporate practice handles all types of business matters other than tax, employment and litigation issues, and is comprised of groups of lawyers who focus on specific areas of law.

The reason why our Corporate practice is built around different teams of lawyers reflects what we believe to be our role with our clients: to offer comprehensive, sophisticated, full-service solutions that enable our clients' business, representing and advising both national and international clients in multidisciplinary operations and transactions.

Since its founding, our firm has handled highly significant and complex global operations, consistently ranking as one of the largest and most admired law firms in Brazil.

Banking and Financial Markets
Our team is comprised of lawyers who focus on these segments and who have had hands-on experience in retail banks, investment banks, asset managers and other institutions regulated by the Central Bank of Brazil and the Brazilian Securities and Exchange Commission (CVM).
With extensive firsthand experience in structuring various asset and liability banking transactions, investment vehicles, debt instruments, private banking and wealth management, provision of complex guarantees and custody of assets, our firm provides full-service legal advice on matters related to financial markets, assisting clients both in structuring operations and in dealing with the day-to-day affairs of the business, including:
• acts, operations and corporate reorganizations of financial institutions, asset managements, investment advisors and other entities authorized to operate by the Central Bank of Brazil (BACEN) or by the Brazilian Securities and Exchange Commission (CVM);
• contractual and regulatory legal advice related to asset and liability banking transactions such as loans, financings, deposits and certificates of deposit; fund raising through debt instruments, complex guarantees, escrow accounts and others;
• provision of different types of guarantees;
• private banking and wealth management, including legal counsel and monitoring of legal routines related to highly complex portfolios, succession planning and complex investments;
• issuance of various securities and structuring of their respective certificates, such as in the agribusiness and real estate sectors;
• representation in and conduction of administrative proceedings before the Central Bank of Brazil (BACEN).
Compliance
Our Compliance practice covers risk assessment, design of compliance programs and pre-implementation trainings, anticorruption due diligences in corporate and third-party transactions, conduction of internal investigations and representation in judicial and administrative proceedings in anti-corruption matters.
Antitrust and Competition
Our Antitrust & Competition practice is led by experienced lawyers and consultants with the requisite skills to advise our clients on concentration issues arising in connection with acquisitions, consolidations and mergers. They provide advice on antitrust matters regarding the relationship between competitors and those between companies and their clients and distributors, and represent our clients before the Administrative Council of Economic Defense (CADE) and other antitrust authorities.
Contracts
Our Contracts practice is built around lawyers who have solid legal background and remain on top of the latest developments in their field. Based on a business-oriented approach, they pay special attention to understanding how clients operate and which challenges they face, offering straightforward and sound contractual solutions that protect them while reducing the chances of conflict. We are experienced in structuring, negotiating and drafting various types of national and international contracts, from the simplest to the most complex ones, including adapting foreign instruments to the Brazilian laws, customs and practices.
Our firm also assists in designing and implementing contractual policies with the purpose of standardizing and controlling procedures and documents, and conducts contract due diligences to identify any deficiencies and enable a more effective management of the risks involved in our clients' operations.
Environmental
The firm has a multidisciplinary team comprised of environmental management and engineering experts. Our services include preventive environmental advisory services, advice for obtaining environmental licenses, review of contracts, supply chain checks due to triple liability, performance of due diligences, certification processes and implementation of environmental management systems, setting up of departments responsible for social and environmental matters and implementation of in-house environmental education projects.
Administrative and Regulatory
With a dynamic team experienced in handling administrative proceedings at all government levels, Rayes & Fagundes offers its clients a variety of services in the field of administrative and regulatory law, including:
•comprehensive advice on all types of bidding processes across all economic sectors;
•review and drafting of various types of administrative contracts;
•interpretation and adaptation of activities to the laws and normative rules issued by government authorities;
•advice on contracting with government and government-controlled companies;
•advice to domestic and foreign clients on how to participate in privatizations, public works and service concessions, Public Private Partnerships (PPPs) and processes to obtain permission and authorization to use or explore public goods;
•advice, representation and defense in administrative proceedings with federal, state and municipal government agencies such as ANVISA, ANTAQ, ANTT, INMETRO, ANEEL and ANATEL.
Sports Law
The firm's lawyers are top-ranked and have vast international experience in the field of sports. Our team is deeply familiar with the most important market transactions, ensuring our clients top-quality services and longstanding relationships.
Sports Law is handled at the firm according to an interdisciplinary approach: we combine a range of legal skills in the field of Sports Law and cooperate with experts in Brazil and abroad to provide our clients with a very close monitoring of their case. In addition, the firm is prepared to meet all needs of athletes, agencies, clubs, federations, sports management bodies and investment funds, as well as to pursue the interests of companies operating in this sector.
We also act in judicial and arbitration proceedings related to doping, digital rights platform and sports betting, and handle disciplinary administrative matters before the Sports Court, FIFA and Court of Arbitration for Sport.
Project Finance
Our lawyers have extensive experience structuring, negotiating and implementing project finance operations and are prepared to assist a diverse range of clients, including finance agents, government agencies, suppliers and other players. We focus on mitigating risks when drafting the contracts that govern the receivables of the financed project or the instruments of assignment of future cash flow.
Our project finance activities include conducting due diligences, obtaining required authorizations, assisting in negotiations with government authorities and implementation of guarantees.
Mergers and Acquisitions
Since our founding, we have been at the forefront in advising on complex mergers and acquisitions. Drawing upon the vast experience of a multidisciplinary team with solid legal background, a business-oriented approach and a keen sense of strategy, we support clients through every step of the deal, from the initial negotiations to post-closing activities.
Our range of services also includes performing due diligences, drafting, reviewing and negotiating agreements and other documents required for the consummation of transactions.
Investment Funds
Rayes & Fagundes provides counsel to portfolio managers, diverse investment fund managers and asset management service providers on structuring investment funds, managing their resources and interfacing with the fund manager and the Brazilian Securities and Exchange Commission (CVM), ensuring compliance with all obligations imposed on funds, their administrators and managers. Our team provides legal advice across a full spectrum of issues, including:

•structuring, in cooperation with the client's technical team, of investment funds (financial assets) and structured investment funds (private equity investment funds – FIP, receivables investment funds – FIDC, real estate investment funds – FII and other funds governed by specific regulations);
•analysis of financial assets, legal risks and regulatory limits applicable to investment funds;
•legal assessment of the target investments of structured funds, whether equity funds (FIP), real estate investment funds (FII), receivables investment funds (FIDC) or others;
•devising of the rules of investment funds and structured investment funds according to the applicable laws and self-regulation (ANBIMA);
•structuring and drafting of agreements relating to fund service providers (e.g., investment advice, distribution, custody, controlling and risk control of investment funds and structured investment funds);
•distribution, structuring and rules of investment funds and other types of funds;
•representation in and conduction of administrative proceedings before the Central Bank of Brazil (BACEN), the Brazilian Securities and Exchange Commission (CVM) and the National Financial System's Appeal Council (CRSFN).
Real Estate
Our team provides unparalleled legal advice on structuring a broad range of real estate developments (residential, commercial or industrial, including hotels and shopping malls), assisting clients in drafting and negotiating various types of contracts – such as sales, lease, built to suit and rural area partnership agreements – and in implementing developments and allotments. The firm also has broad knowledge and experience in conducting real estate due diligences and handling regularizations and other procedures before real estate registries and the Government Property Management Office (SPU).
Infrastructure and Construction
We have an experienced team that advises on the structuring, implementation and financing of infrastructure and construction projects across a number of relevant segments, including highways, railroads and port terminals.
Our clients turn to us for advice on the appropriate type of contract for their project – EPC, turnkey, EPC-M, cost plus, alliance – and for support in drafting and negotiating the relevant agreements. In addition, we assist our clients in making, negotiating and managing contractual claims and defending their interests in the course of any dispute-resolution proceedings that may arise in the course of the project implementation.
Brazilian Investments Abroad
Our lawyers advise on structuring and implementing direct investments abroad through the ownership of foreign capital stock by Brazilian companies. We also counsel companies on supplying goods and services to other countries.
With a global network, our firm offers comprehensive advice, including review of the laws applicable to each type of investment in the receptor country. Our clients rely on us to receive all the support they need to meet government requirements, such as the declaration of Brazilian capital abroad required annually by the Central Bank of Brazil.
Foreign Investments in Brazil
We help our clients define the appropriate legal structure for the entry and investment of funds in Brazil, proposing solutions such as the acquisition of equity interest, setting up of Brazilian subsidiary companies or taking of long-term loans and financing. We advise clients on structuring the appropriate transaction and assist in drafting, preparing and negotiating relevant agreements.
We also provide counsel with regard to foreign direct investments, including the appointment of legal representatives to act before Brazilian authorities, visa application for foreign officers and employees, analysis of the risks involved in the invested company and preparation and negotiation of all documents required in connection with the investment.
Maritime
Our lawyers are prepared to provide legal advice on maritime law matters involving regulatory issues, drafting and negotiation of contracts (chartering, construction and purchase of vessels, transportation and others), cargo recovery measures that involve demurrage, damages, among other things.
Banking and Financial Markets
Our lawyers have extensive hands-on experience in structuring, negotiating and implementing capital markets operations. They represent financial institutions in charge of structuring such operations, as well as securities issuers and institutional investors. The firm offers full-service legal advice on capital markets, assisting clients not only with regard to structuring their operations, but also in the day-to-day affairs of their business, such as:
• public, private or restricted-efforts offerings to issue securities, including shares, certificates of deposit of shares, debentures, promissory notes;
• assistance in the constitution, registration, distribution and custody of securities;
• comprehensive legal advice to public corporations, handling matters from a company's formation or initial public offering to defining corporate governance and compliance standards, to following up on the routines and requirements of the Brazilian Securities and Exchange Commission (CVM);
• legal advice and counsel to investment banks and other advisors on structuring and due diligences in connection with consolidations, acquisitions and associations;
• legal advice, assessment of legal risks and regulatory limits of asset management operations, purchase and sale of securities according to the regulatory limits of each investment institution or vehicle when investing in or redeeming securities, including shares, simple or complex derivatives and financial securities;
• representation in and conduction of administrative proceedings before the CVM.
Intellectual Property
We assist in filing and monitoring patents and intellectual property rights before the Brazilian Patent and Trademark Office (INPI); perform due diligences of patents and utility models; conduct database searches to challenge conflicting marks and identify unexplored fields of use of trademarks. In addition, we provide advice on the correct classification and use of the mark and its specification; draft and negotiate intellectual property contracts; act in administrative and judicial proceedings involving trademarks, inventions, utility models and industrial designs; manage trademark portfolios and other intellectual property rights, including third-party trademarks that are of interest to our clients; monitor applications of identical or similar trademarks to those of our clients.
In addition, our lawyers provide advice on copyright issues, such as assignment of copyrights, license to use characters, musical and audiovisual artistic works, declaratory registration before the copyright registration offices of the Escola Nacional de Belas Artes (National School of Fine Arts) and the National Library.
Insurance and Social Security
Our team includes lawyers who concentrate on insurance and social security matters and who have formerly practiced at major Brazilian insurance companies. Therefore, they know the market and its peculiarities.
We provide advice and counsel to insurers, health insurers and healthcare operators, as well as publicly held and closely held complementary pension entities. Our clients turn to us for comprehensive legal counsel on corporate and regulatory matters before the Superintendence of Private Insurance (SUSEP), the National Health Agency (ANS) and the National Superintendence of Complementary Pension (PREVIC), from the company's structuring through its operations. We provide our clients advice on a diverse range of matters including: acts, operations and corporate reorganizations of insurance companies, healthcare operators or complementary pension entities (including conducting technical due diligences and procedures before regulatory authorities); advice on contractual and regulatory aspects of insurance operations across all sectors (e.g., preparation of technical notes and general terms and conditions) and pension-related matters (including designing pension offerings and defining benefit plans); advice on the day-to-day affairs of the insurance, healthcare and complementary pension segments, as well as issues related to the settlement of complex claims; defense and monitoring of administrative proceedings before the regulators SUSEP, ANS and PREVIC.
Corporate
The firm advises domestic and foreign companies of all sizes and across different sectors on all corporate aspects of their operations, including:

•advice on structuring and restructuring different types of business enterprises;
•drafting, negotiation and review of corporate documents;
•advice on structuring the company's management, particularly with regard to the implementation of corporate governance practices and liability of directors and officers;
•legal support in the formation, regularization and ongoing operation of companies, from obtaining authorizations and registrations with government bodies (Registry of Commerce and Brazilian Federal Revenue Service) to complying with legal obligations, such as bookkeeping and shareholder representation in meetings.