We care for the present, the relationships and the future of your business
For more than 20 years, we have helped companies, business families and entrepreneurs build sound structures, grow with clarity of purpose and run their businesses with a long-term view.
What kind of law practice have we chosen to pursue?
advmany perspectives
converging value
a systemic view to approach situations with empathy
advthat drives forward
new challenges
we help companies take safe, agile steps into new territory
advmindful of consequences
good for everyone
shared responsibility and a long-term view
advspontaneous
doing better today
attention and availability to improve processes and relationships
Who we are
Our team brings together associated lawyers and consultants in specific areas of law, working in an integrated way with partner professionals in accounting, economics, business administration and governance.
caring for
today
Corporate Governance
When clients come to us
Companies that need to organize the relationship between shareholders, managers and boards, and to set rules for decision-making.
What we do
Drafting and review of articles of association or bylaws, shareholders' agreements, internal regulations and approval-authority policies; support in setting up boards and committees and in following their routines.
What we deliver
Revised corporate instruments, documented regulations and policies, and written guidance on how the management bodies should operate.
Business Contracts
When clients come to us
Companies that are about to negotiate, sign or review contracts with customers, suppliers and partners.
What we do
Support throughout negotiations and the pre-contractual phase; preparation of drafts; review of instruments proposed by the other party.
What we deliver
Drafts and annotated versions of the contracts, with the points of attention in each clause set out in writing.
Debt Recovery
When clients come to us
Companies with amounts overdue from customers, partners or contracts, which need to assess the available measures and organize the collection documents.
What we do
Review of the documents and history of the relationship; notices and out-of-court negotiations; judicial collection and enforcement proceedings; filing of claims in judicial reorganization and bankruptcy proceedings.
What we deliver
An opinion on the alternatives available in each case, draft notices and settlement agreements, and periodic reports on the progress of the measures taken.
Corporate Housekeeping
When clients come to us
Companies that need to comply with the legal and contractual formalities of meetings, general meetings and registrations.
What we do
Organization of the calendar of corporate acts; preparation of public notices, call letters, minutes and amendments to the articles of association; support for meetings and for filings with the competent registries.
What we deliver
Corporate documents ready for signature and registration, and tracking of the company's periodic obligations.
Compliance and Integrity
When clients come to us
Companies that need to set up or review their integrity program, meet requirements from customers, partners or public procurement, or investigate an internal matter.
What we do
Risk assessment; drafting of a code of conduct and internal policies; design of the whistleblowing channel; training; conduct of internal investigations.
What we deliver
A risk assessment, documented policies and procedures, training materials and a report on each investigation carried out.
Data Protection (LGPD)
When clients come to us
Companies that process personal data of customers, employees or partners and need to bring their practices into line with Brazil's General Data Protection Law (LGPD) or deal with a security incident.
What we do
Mapping of processing operations and legal bases; drafting of privacy policies and notices; review of contracts with processors; support in handling data subject requests and responding to incidents.
What we deliver
An inventory of processing operations, documented policies and contractual clauses, and a playbook for handling data subject requests and for notifying incidents to the ANPD (Brazilian Data Protection Authority), where required.
Employment Law for Companies
When clients come to us
Companies that need to organize their employment relationships and the engagement of service providers, carry out changes in their teams or respond to labor claims.
What we do
Review of employment and service agreements, internal regulations and policies; guidance on terminations and team restructurings; defense in labor claims.
What we deliver
Revised contracts and policies, written guidance on the procedures to follow, and reports on the progress of proceedings.
caring for relationships
Corporate Reorganizations
When clients come to us
Companies and groups planning to combine, separate or reorganize companies, assets or equity interests.
What we do
Analysis of the existing structure; planning and implementation of mergers by absorption, mergers, spin-offs and conversions, with an integrated analysis of the tax effects.
What we deliver
A timeline of the steps, the merger protocol and justification, minutes and corporate amendments, and follow-up on registrations.
Estate and Succession Planning
When clients come to us
Families and business owners who wish to organize their assets and plan the succession of property and equity interests.
What we do
Survey of the assets and the family structure; analysis of instruments such as wills, gifts with reservation of usufruct, family holding companies and shareholders' agreements, taking their tax effects into account.
What we deliver
A study of the alternatives considered, drafts of the instruments chosen by the family, and support during implementation.
Family Business Governance
When clients come to us
Family businesses that need to set rules for family participation in management, the entry of new generations and the relationship between the family, shareholders and management.
What we do
Facilitating meetings with family members; drafting the family protocol and the family council charter; corresponding adjustments to the shareholders' agreement.
What we deliver
A family protocol, charters and a shareholders' agreement that are consistent with one another.
Distribution, Commercial Agency and Franchising
When clients come to us
Companies that sell through distributors, sales representatives, agents or franchisees, or that intend to build a network.
What we do
Drafting and review of distribution, commercial representation, agency and franchise agreements; review of the Franchise Disclosure Document (Circular de Oferta de Franquia); guidance on ending the relationship.
What we deliver
Revised network contracts and documents, with risk allocation and termination rules set out in writing.
caring for the future
Company Formation and New Ventures
When clients come to us
Entrepreneurs and companies about to start an activity, launch a new business or form a company with partners.
What we do
Analysis of the corporate type and structure suited to the business; drafting of the articles of association, shareholders' agreement and initial contracts; follow-up on registrations, in dialogue with the accountants.
What we deliver
Incorporation documents, a shareholders' agreement and initial contracts, with written guidance on the new company's obligations.
International Expansion Projects
When clients come to us
Companies planning to operate in other countries, open a subsidiary or establish partnerships abroad.
What we do
Analysis of the entry structure in the destination country, together with local advisers; incorporation of companies abroad; international contracts; guidance on foreign exchange and reporting obligations in Brazil.
What we deliver
A map of the steps and obligations in Brazil and abroad, corporate documents and the transaction contracts.
International Mobility: Immigration and Leaving Brazil
When clients come to us
Shareholders, executives and families who are moving to Brazil or leaving the country.
What we do
Guidance on visas and residence permits in Brazil; analysis of tax residence and of the notices and returns required for permanent departure from the country; review of the asset and corporate structure affected by the move, with advisers in the destination country where necessary.
What we deliver
A roadmap of the steps and deadlines in Brazil, documents for the applications, and written guidance on the effects of the move on assets and corporate holdings.
Purchase and Sale of Companies
When clients come to us
Business owners and investors who intend to buy or sell companies or equity interests.
What we do
Legal due diligence; negotiation and drafting of memoranda of understanding and quota or share purchase agreements; structuring of guarantees; support through closing.
What we deliver
A due diligence report, the transaction contracts and a closing checklist.
Fundraising, Venture Capital and Private Equity
When clients come to us
Companies about to bring in investors, and investors assessing an investment in a company.
What we do
Analysis of the company's corporate structure and documents; drafting and negotiation of term sheets, convertible loans and other investment instruments, investment agreements and shareholders' agreements.
What we deliver
Revised documents for the round and a summary table of the rights and obligations of founders and investors.
Transaction Readiness and Post-Closing
When clients come to us
Companies preparing for a sale or investment round, or that have just completed a transaction.
What we do
Review and organization of corporate, contractual and regulatory documents before the transaction; implementation of the obligations undertaken at closing, such as corporate amendments and governance adjustments.
What we deliver
An organized data room, a report on the points to be regularized, and tracking of post-closing obligations.
Intellectual Property: Trademarks and Patents
When clients come to us
Companies that develop brands, products or technologies and need to protect them or negotiate their use by third parties.
What we do
Clearance searches and trademark applications before the INPI (Brazilian Patent and Trademark Office); monitoring of patent applications, together with technical professionals; license, assignment and technology transfer agreements; confidentiality clauses for trade secrets.
What we deliver
A search report, monitoring of proceedings before the INPI, and revised contracts.
caring for the system
Infrastructure, Regulation and Government Affairs
When clients come to us
Companies operating in regulated sectors or contracting with the Public Administration.
What we do
Monitoring of proceedings before regulatory agencies; participation in public consultations and hearings; analysis of tender notices, challenges and appeals in public procurement; advice on concession and Public-Private Partnership (PPP) contracts.
What we deliver
Opinions on tender notices and applicable rules, administrative submissions and appeals, and monitoring of proceedings.
Environmental and ESG
When clients come to us
Companies that need environmental licenses, are responding to environmental notices of violation or proceedings, or need to document ESG practices requested by customers, lenders or investors.
What we do
Legal analysis of projects and licensing; environmental legal audits; administrative defenses and monitoring of court proceedings; review of policies and contractual clauses relating to ESG criteria.
What we deliver
An audit report with the points of attention, defenses and submissions in proceedings, and revised policies.
Agribusiness
When clients come to us
Rural producers, families, cooperatives and agribusiness companies dealing with agrarian contracts, rural credit, collateral and the continuity of farming activities.
What we do
Drafting and review of rural leases, sharecropping partnerships and crop sale agreements; analysis of CPRs (rural product notes), credit notes and collateral; support in organizing the corporate structure and succession of the rural business.
What we deliver
Revised contracts and instruments, a map of the legal points of attention in the operation, and written guidance for day-to-day management.
Business Tax
When clients come to us
Companies and shareholders who need to understand the tax effects of their activities or of a reorganization, succession or purchase and sale transaction.
What we do
Analysis of the legislation applicable to the company's operations; study of the tax effects of corporate reorganizations, succession planning and transactions, working in an integrated way with the corporate team and in dialogue with the accountants.
What we deliver
Opinions and memoranda analyzing the tax effects of each alternative considered.
Tiago Britto Sponton – Founder
A lawyer specializing in Business Law, with more than 20 years of experience advising companies, entrepreneurs and family businesses. A graduate of the Pontifical Catholic University of Rio Grande do Sul (PUCRS), with a postgraduate degree in Business Law from the Federal University of Rio Grande do Sul (UFRGS), he furthered his education at institutions such as Fundação Dom Cabral, Insper and ESPM.
Over the course of his career, he has been a guest lecturer in postgraduate programs, served as a judge on the Ethics and Discipline Tribunal of the Brazilian Bar Association (OAB) and was a member of the OAB/RS Commission for the Defense, Assistance and Prerogatives of Lawyers (CDAP), the body responsible for safeguarding the inviolability of legal practice and defending lawyers’ professional prerogatives in Rio Grande do Sul. With a strategic approach focused on legal certainty, he has built a solid reputation in corporate structuring, corporate governance, business contracts and M&A transactions, advising companies on high-impact decisions.