General Supervision and Special Cases
The overall supervision of case progress, quality control, and standardization is the responsibility of the senior partner, Dr. Durval de Noronha Goyos Jr. In addition to these activities, he handles special cases in the areas of international trade law and corporate and banking negotiations, in conjunction with other departments of the firm and/or his direct advisors.
Durval de Noronha Goyos Júnior
Corporate and Capital Markets
The corporate and securities department has recognized experience in the incorporation of companies and structuring of corporate transactions in Brazil. It advises Brazilian and foreign clients on choosing the most appropriate legal structure for the parties’ interests and on drafting subsequent corporate documents, such as articles of association, contracts, amendments, shareholder agreements, and operations involving the transformation, merger, spin-off, and incorporation of companies.
Among the main activities developed by the sector are:
• Initial public offering (IPO) and delisting of companies;
• Resolution of shareholder disputes;
• Structuring of securities issuance transactions;
• Guidance on best practices in corporate governance;
• Guidance on family succession;
• Liquidation and dissolution of companies.
José Paulo Lago Alves Pequeno
International Law
Noronha Advogados is constantly involved in various aspects related to international law. Similarly, the international practice is composed of a team of lawyers and legal consultants specializing in the laws of many countries who regularly advise national and multinational companies as well as foreign investors on a range of transactions.
All offices operate in the following areas:
• Structuring of foreign companies;
• Subsidy structuring;
• Acquisition of foreign companies;
• International negotiations and contracts;
• International litigation, including arbitration;
• Immigration and emigration proceedings.
Robert Ellis Williams
Contracts, Competition, and Antitrust
The Contracts and Competition department serves companies, governments, and individuals from various countries, assisting in defining the legal structure of different businesses, reviewing documentation, and preparing technical opinions related to the organization of national and international contract closings. Its clients include national and international corporations from a wide range of economic sectors.
Its activities involve:
Confidentiality agreements; Regulatory contracts; Competition defense; Distribution; Commercial representation; Sponsorships; Supply; Franchising; Guarantee; Technology transfer, licensing, and know-how; Real estate transactions; Provision of services; Construction contracts; Insurance;
Donations; Assignment; Purchase and sale; Loan for use; Copyrights; Advertising and marketing; Public-private partnership; Agricultural partnership and leasing; Contract termination and extrajudicial notification.
José Paulo Lago Alves Pequeno
Mergers and Acquisitions
The mergers and acquisitions department has experience in processes involving companies and operations of small, medium, and large sizes across all five continents. Noronha Advogados represents various industries, including sectors such as finance, aerospace, telecommunications, food, beverages, real estate, among others.The firm regularly advises clients on financial structuring practices, such as leverage and management of mergers and acquisitions, joint ventures, and incorporations, and is internationally recognized as a pioneer in financial structuring.
The main areas of practice are:
• Financial structuring;
• Mergers and Acquisitions;
• Consortium formation;
• Legal auditing;
• Joint Ventures;
• Incorporations;
• Privatizations.
José Paulo Lago Alves Pequeno
Tax Department
The tax department is involved in the main Brazilian tax issues and provides advice on virtually all operations handled by the firm. It also participates in international tax planning, aiming to mitigate the tax burden on the transnational operations of domestic clients, especially regarding the application of international treaties to avoid double taxation.
Its activities include:
• Advice on matters related to Brazilian Transfer Pricing legislation;
• Advice on matters related to Customs Valuation;
• Preparation of requests for special tax regimes, including customs regimes for the import and export of goods and equipment;
• Preparation of legal opinions on a wide variety of topics in the area;
• Tax planning through preventive studies, whether for specific operations and/or day-to-day operations of companies;
• Specific tax planning for corporate transactions (spin-offs, mergers, acquisitions, incorporations, joint ventures, and liquidations);
• Advisory services on matters related to obtaining tax incentives;
• Preparation of tax consultations with federal, state, and municipal public administration bodies;
• Monitoring of draft laws;
• Development of tax structures for project financing;
• Assessment of tax liabilities through due diligence;
• Tax guidance to clients to support accounting entries in case of audits by tax authorities;
• Tax planning focused on artistic, cultural, and sporting projects.
Robert Ellis Williams
International Tax Law
The international tax department advises clients on structuring tax planning related to commercial transactions, audits, disputed procedures, investments, legislative and regulatory compliance, and international trade. It operates by establishing suitable operating vehicles for clients in various jurisdictions worldwide, supported by a network of lawyers and consultants based in several countries.
Key activities include:
• Advice on matters related to Transfer Pricing legislation;
• Preparation of legal opinions covering a wide range of topics in the field;
• Specific tax planning for transnational corporate transactions (spin-offs, mergers, acquisitions, incorporations, joint ventures, and liquidations);
• Filing inquiries with foreign tax authorities;
• Development of tax structures for financing transnational projects;
• Advice on matters related to the application of international treaties to avoid double taxation, particularly regarding the flow of royalties, interest, and dividends; • Drafting and reviewing overseas structures to optimize our clients’ import and export activities;
• Acting with foreign tax authorities to obtain the necessary documents for the recognition of tax credits by the Brazilian tax authorities;
• Tax planning focused on transnational artistic, cultural, and sporting projects.
Robert Ellis Williams
Real Estate
The real estate department works on structuring and developing projects related to residential, commercial, and rural properties. It also provides consulting services to companies intending to establish themselves in Brazil, whether through the acquisition or leasing of properties, and can mediate negotiations involving brokerage. Its client portfolio includes large companies of various nationalities, as well as individuals.
Among the main activities developed are:
• Legal due diligence;
• Drafting and negotiation of purchase and sale, exchange, loan, and lease agreements;
• Preparation of legal opinions;
• Regularization of properties with the competent authorities;
• Establishment of real estate developments, condominiums, subdivisions, housing cooperatives, shopping centers, hotels, and theme parks.
José Paulo Lago Alves Pequeno
International Trade
The international trade department provides services to companies and governments from various countries across five continents in all activities related to trade. The strategic location of Noronha Advogados’ offices allows us to advise clients on formulating the best legal strategy to achieve their objectives.
The department also advises clients regarding their rights and obligations before the World Trade Organization (WTO) and on matters relating to regional integration agreements, in force or under negotiation. It was directly involved in the GATT – General Agreement on Tariffs and Trade (Uruguay Round). The senior partner of Noronha Advogados continues to be actively involved in a large number of cases involving the Doha Round of the World Trade Organization.
Among the main activities are:
• Advice and consulting on import and export procedures practiced by Brazil and its main partners;
• Representation and consulting in trade defense proceedings (antidumping, safeguards and countervailing measures);
• Drafting petitions and monitoring proceedings, both before the Brazilian government and before the WTO.
• Monitoring and representation in international negotiations (WTO, FTAA, Mercosur, EU, etc.);
• Acting in the area of tax and customs litigation involving issues related to foreign trade, both in the administrative and judicial spheres;
• Acting and consulting in the identification of non-tariff barriers imposed by Brazil, as well as by the country’s main trading partners, in order to challenge them before Brazilian judicial and administrative bodies, or to proceed with the appropriate complaint to the Brazilian government, depending on the case;
• Advice and consulting in identifying issues that affect competitiveness and/or market access for discussion in negotiations;
• Advice and consulting in conducting comparative studies on institutional competitiveness (tax, financial, contractual, logistical aspects, etc.);
• Advice and consulting in international agreements and negotiations;
• Structuring foreign trade operations in customs, tax, exchange, contractual, commercial, and litigation aspects;
• Drafting and negotiating contracts, documents, and records related to import and export operations;
• Developing tax planning strategies for foreign trade operations, including analysis, negotiation, and requests for special customs regimes, benefits, and tax incentives;
• Consulting and litigation in the tax area, including seizure of goods, import tax, customs transit, container retention in bonded warehouses, etc.;
• Advisory and consulting services in import-on-demand operations and the legal framework for trading companies;
• Advisory and consulting services in matters of Customs Valuation;
• Representation in national and international arbitration proceedings for the resolution of disputes arising from foreign trade operations.
• Advisory and consulting services on matters related to export financing, export credit insurance, taxation, international transport, government procurement, and special import/export regimes.
Durval de Noronha Goyos Júnior