Code of Conduct

1. Application

  • This Code of Conduct is based on the assumptions that direct the practice of law, in conformity with the applicable Brazilian and foreign legislation in force, and other principles of the individual, social and professional conduct, as a guideline for the practice and a commitment assumed by all partners of capital and services, interns and, as applicable, the other members (“Professionals”) of Rayes & Fagundes Advogados Associados (“RFAA”).
  • This Code of Conduct will be presented to the corresponding offices, suppliers and services providers engaged by RFAA, which must comply with the respective contents.
  • Without prejudice to the provisions set forth in this Code of Conduct, whenever requested by the RFAA’s clients, the RFAA’s Professionals must comply with the specific conduct rules and/or third-party engagement policies, as defined and directed by such clients.

2. Principles

  • The RFAA’s Professionals must practice the law based on the highest ethical standards of integrity, loyalty, lawfulness, confidentiality, transparency and without conflict of interests, in order to ensure the proper conduct in connection with the activities and relationships between the RFAA’s Professionals and the society in general.
  • The RFAA’s Professionals assumed the commitment to act on a correct and independent basis, according to the principles of lawfulness, honesty and respect with the professional relationships, avoiding any conduct that could violate any legal provision, although requested by the client or third party, which must be advised of the risks of such conducts.
  • In conformity with the other principles defined in this Code of Conduct, each Professional must protect the RFAA’s development and collective interests, which must have priority over the individual interests.
    The professional conduct and activities are performed based on the provisions set forth in applicable law.
  • The RFAA’s Professionals shall protect the professional secrecy and confidentiality of the information relating to the RFAA’s clients obtained in connection with the performance of the respective activities, whether obtained from clients or third parties, as set forth in the Code of Ethics and Discipline of the Brazilian Bar Association.
  • The RFAA’s Professionals must not make any comment outside the professional environment or otherwise disclose any document or information involving the RFAA’s clients, although such document or information might not be confidential, without the express consent of the respective client.
  • Transparency. The RFAA’s Professionals must protect the interests of the RFAA’s clients on a clear and objective basis, considering the confidentiality of the professional information, and must inform the client with respect to the possible risks and consequences of the client’s respective intention.
  • Absence of Conflict of Interests. The RFAA’s Professionals may refuse new lawsuits or proceedings that may conflict with or overlap the interests of other clients or RFAA.
  • The defense of lawsuits against RFAA’s former clients, or any former client or former employer of any RFAA’s Professional directly involved, must be previously approved by the Board of Partners. Once approved, the RFAA’s Professionals must protect the professional secrecy and the insight or confidential information of the other party that may have been obtained from the previous relationship.
  • Without prejudice, the RFAA’s Professionals must not defend any lawsuit contrary to the ethics, morality or validity of the legal practice in relation to which such RFAA’s Professionals have cooperated, directed or became aware of for consultation; similarly, the RFAA’s Professional must not accept the lawsuit in the event such RFAA’s Professionals have become aware of any confidential or strategic information provided by the counterparty due to any reason.
  • The RFAA’s Professionals must not participate in any decision in which such RFAA’s Professionals may have any interest that conflicts with the RFAA’s interests, in which case RFAA must always be informed with respect to such impediment, including the nature and extension of the interests. On an annual basis, the lawyers must present a declaration of conflict of interests to indicate such situations.

3. Anticorruption Legislation

  • The RFAA’s Professionals have the obligation to ensure the compliance and non-violation of the anticorruption rules in effect in Brazil, such as the Brazilian Criminal Code and Law 12846/2013, Law 9613/1998, and related foreign legislation, such as the Foreign Corrupt Practices Act – FCPA, of the United States of America, and the United Kingdom Bribery Act, of the United Kingdom.
    RFAA does not accept any conduct performed by any of the Professionals that represents any type of deviation of the actual purpose, fraud, irregularity or unlawful act practiced against the Public Administration or third parties, as well as any practices to hide funds from any unlawful source.
  • The RFAA’s accounting and financial records will properly reflect the respective operations, in strict compliance with the accounting principles and tax legislation in force.
  • None of the RFAA’s Professionals may, directly or indirectly, intermediate, offer, promise or authorize the delivery or promise of cash, gifts, services, favors or any other type of benefit to any public agent, politician, candidate to any public position or political party, or related person (collectively, “Public Agent”), in order to obtain advantage, determine the practice, omit or delay any official act, or otherwise exercise any influence, although requested by any client or third party.
  • The offer of any gift, meal, bonus, accommodation or any other item of value or advantage to any Public Agent must strictly comply with the laws, RFAA’s policies and recipient’s policies, subject to the approval of the Board of Partners, which may not exceed the amount of R$100.00.
  • Any gift, meal, bonus, accommodation or any other item or service of value or benefit personally offered by any RFAA’s Professional to any Public Agent, who has the power to influence the decisions in which the law firm or the respective clients may have any interest, must be previously informed to and approved by the Board of Partners.
  • The RFAA’s Professionals must ensure that the corresponding offices, suppliers and service providers are carefully selected, according to the best interests of RFAA and RFAA’s clients, based on the evaluation of the reputation, integrity and proper technical qualification. In addition, the RFAA’s Professionals must not contract any corresponding offices, suppliers or service providers recommended by the Public Agents or that could represent any conflict of interests with any RFAA’s Professional, except in the event no other supplier is available in an specific location, however subject to the analysis and approval of the Board of Partners.

4. Relationship with Public Agents

  • The RFAA’s Professionals must not use family, affective, personal or commercial relationship with the Public Agents to obtain any equity or other advantage. On an annual basis, the RFAA’s Professionals must present a declaration of relationship with the Public Agents, indicating the position of the respective Public Agent.
  • Possible hearings or meetings with the Public Agents must be formally requested in writing, by a RFAA’s Professional, in conformity with the rules established by the Public Administration, held at the facilities of the Public Administration relating to the Public Agent, upon express indication of the agenda, suggested date and indication of at least two participants, one of them a RFAA’s Professional and the respective relationship of such professional with the agenda.
  • After each hearing with a Public Agent, the RFAA’s Professional must prepare a report including the name of all participants and a brief report on the matter addressed at the meeting.

5. Respect in the Work Environment

  • The RFAA’s Professionals must act with sincerity, cordiality, formal language and discipline in the performance of the activities, inclusive in the relationship with clients, suppliers, other associates and the Public Agents, in addition to the principles of respect, discretion and independency. The RFAA’s Professionals must demand equal treatment and ensure the exercise of the respective rights.
  • RFAA values the diversity of Professionals, seeking to offer equal opportunities in all aspects of the activities. RFAA does not accept discrimination of any nature, including race, religion, age, gender, political opinion, marital status or sexual orientation.
  • RFAA does not accept harassment of any type, moral or sexual, ensuring the mutual respect amongst Professionals and a healthy and meritocratic work environment for the continuous improvement of the Professionals’ several skills.

6. Respect to the Intellectual Property Rights

  • RFAA owns and holds the ownership and the proper licenses to use any software, authorship rights, trademarks and commercial secrecies (“Intellectual Property”) deemed necessary for the performance of the activities, ensuring that the use of the Intellectual Property does not represent any violation of any third-party rights.

7. Marketing

  • The texts and comments must be exclusively published in the press by the RFAA’s Professionals for purposes of information, always with discretion and moderation, without representing any type of capture of clients or sale of the professional practice, in conformity with the provisions set forth in the Code of Ethics and Discipline of the Brazilian Bar Association.

8. General Provisions

  • The absence or omission in this Code of Conduct of any definition or direction with respect to any issue of professional ethics deemed relevant for the RFAA’s activities, image and reputation, or the exercise of the professional practice, must be appreciated and analyzed by the Board of Partners.
  • Whenever any RFAA’s Professional, client or supplier has any suspicion or becomes aware of any violation of the rules set forth in this Code of Conduct or the Code of Ethics and Discipline of the Brazilian Bar Association, the matter must be reported to the Board of Partners or directly to a member of the Board of Partners, who is not, at least initially, related to the matter under discussion.
  • All situations, claims or suspicions reported to the Board of Partners, by any Professionals or third parties, must be addressed with confidentiality and protection of the Professional who has submitted the matter to the appreciation of the Board of Partners. RFAA will not accept any type of retaliation against the Professional who, in good faith, reported any case or suspicion of violation of this Code of Conduct, Code of Ethics and Discipline of the Brazilian Bar Association or applicable law.
  • Whenever the Board of Partners has become aware of any violation of the rules of this Code of Conduct, Code of Ethics and Discipline of the Brazilian Bar Association or applicable legislation in force, the Board of Partners, through the partner responsible for the impacted area, must advise the defaulting party with respect to the violation, without prejudice to the filing of the proper lawsuit for determination of the responsibilities and adoption of the applicable disciplinary measures, which, depending on the seriousness of the violation, may result in the exclusion of the partner or termination of the respective labor agreement, with cause, however the case may be.
  • The contents of this Code of Conduct must be informed to all RFAA’s Professionals and must be available for consultation in the FRAA’s intranet, without prejudice to the internal trainings for promotion of the respective contents and applicable legislation in force.
  • Any doubts relating to the performance or violation of the guidelines set forth in this Code of Conduct must be reported to the partner responsible for the area of the respective Professional or directly to the Board of Partners.
  • This Code of Conduct must be reviewed and updated whenever necessary, within at least two (2) years, without prejudice to the adoption of other related policies.
  • This Code of Conduct became effective on January 2, 2017. The Board of Partners must widely disclose the Code of Conduct to the RFAA’s Professionals.


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