VELLOZA, GIROTTO E LINDENBOJM ADVOGADOS ASSOCIADOS
Banking growth from strong tax base
Established: 1993
Partners: 14
Lawyers: 52
For the first five years of its existence, Velloza, Girotto was a tax firm of fair renown, but over the last ten years it has expanded its corporate practice significantly, particularly in M&A, with a strong cadre of clients in the banking sector and a business-like outlook which is winning them fans among the client community. The firm has plans for continued expansion, with project finance, capital markets and labour highlighted as areas of focus, as well as continuing to build its private equity practice.
PEOPLE & PRATICES
Tax
Numbers-wise the tax practice makes up most of the firm, with an eight-partner team handling a wide variety of matters. Name partners Rubens Jose Velloza and Luiz Girotto are prominent names here, with the latter leading on tax litigation and with a good reputation in the field. However, the practice really began picking up speed when Alexandre Lindenbojm joined ten years ago; he skilfully blends corporate and tax in a way which is appreciated by clients who commend his commercially-aware approach: one leading client in the banking sector says, “A brilliant mind and true partner, he has been advising us on Brazilian and international tax and general corporate matters, as well as leading delicate M&A transactions. Known as one of the best international tax lawyers in Brazil, he has expanded his franchise successfully to cover other corporate areas.” Also notable is Andrea Nogueira, who brings useful experience from a top five audit firm, and Jose Vergueiro, who has 20 years experience in-house in the tax field, at banks and industrial companies.
M&A
After joining the firm in 1998, Lindenbojm began developing its corporate side, moving his practice away from its exclusive tax focus to a broader field of battle. The banking sector is where the firm has seen most success, with the team retained to work on Banco do Brasil’s emergency US$1.86 billion acquisition of a 50 per cent stake in Banco Votorantim in early 2009 (rushed through at a time when no-one was sure how Brazil’s banks would stand up to the global crisis) alongside other deals for logistics company Araçatuba and motorbike manufacturer Kasinski. Cesar Amendolara is also very prominent on the M&A work, with a broader practice also.
Banking & finance
Unsuprisingly given the firm’s penetration into the banking community, it also has a strong finance practice; a stand-out partner is Ricardo Mourão, about whom very large a banking client says, “what stands out is his commitment and thorough knowledge of Brazilian banking regulations, as well as his uncanny negotiation skills. He really manages to look beyond the legal aspects and take under consideration economic and commercial impacts in a transaction.” This year he led advice for Cargill as a creditor in the judicial reorganisation of Brazilian sugar and ethanol producer Paraíso Bioenergia. Amendolara is key in this practice area too, retained to work alongside Skadden, Arps Slate Meagher & Flom and Barbosa Müssnich & Aragão for BTG Pactual when the bank offered a landmark private placement worth US$1.8 billion, equal to an 18.7 per cent stake in the company, to a consortium of international investors. The relationships with BTG and Banco do Brasil are very important to the firm: when both banks had to restructure their pension fund JVs with investment group Principal Financial in two separate deals, Amendolara led the advice for both of them, and he also worked for Banco do Brasil in an insurance merger with Mapfre. Redecard is another very notable client; the firm also has a solid funds practice, with plans to develop it in the future.
OFFICES
The firm has bases in the three main Brazilian cities for legal work, São Paulo, Rio de Janeiro and Brasília, although the latter two provide predominantly tax advice.
PRO BONO
Velloza, Girotto represents Laramara, a philanthropic association for the visually impaired, which this year has been provided with around 200 pro bono hours. Recently, the firm succeeded in stopping a lawsuit that tried to prevent Laramara from manufacturing Braille typewriters in the country, and 10 other cases are ongoing.
ALLIANCES
This year the firm signed an agreement with Dubai’s Foreign Investment Office to be its Brazilian representative. It also works closely with Boston-based firm Sullivan &Worcester LLP.
PROFESSIONAL NOTICES
Velloza, Girotto e Lindenbojm is a dynamic and committed law firm. Our energy and specialised knowledge allow us to offer our national and international clients a high level of service and counsel. Since 1993 the firm has provided legal advisory services to the business community in a variety of legal practice areas in a dynamic and committed manner. We advise resident and non-resident clients in a number of capacities. These include foreign capital investment, banking and structured transactions. We are also viewed as a leading tax practice in Brazil.
The firm advises the major US, European and Asian financial institutions, insurance companies and credit card companies that operate in Brazil, as well as prominent multinational conglomerates in a variety of sectors such as wholesale, automotive, construction, energy, hotel operation and real estate.
The ability to offer specialised advice is further enhanced by the background of our professionals, most of whom have previous experience in the financial markets.
The firm was elected as a leading firm in tax in Brazil by Chambers and Partners in 2010, as Insurance & Re-Insurance Law Firm of the Year in Brazil by the Corporate Intl Magazine 2010 Legal Awards, as a leading firm in Brazil by Latin Lawyer in 2011 and as one of the most admired law firms in Brazil by Análise Advocacia in 2011.
Practice areas
Tax and tax litigation: Tax consulting on corporate taxes in general; legal opinions and guidance on federal, state and municipal taxes; international tax treaties and preparation of opinions and planning for issues involving, among others, commissions, interest, dividends, royalties and other kinds of payments to or from non-resident companies, to determine the possibility of avoiding double taxation of income; and capital gains in the disposition of foreign investments and remittance of interest for the export of services; tax planning for corporate reorganisation (joint venture, acquisition and sale of corporate interest, mergers, spin-offs and consolidations), as well as transactions subject to the assessment of indirect taxes, aimed at the reduction or avoidance of the tax burden; and administrative and court tax litigation as well as the filing of actions for the purpose of recovering overpayments or undue payments of taxes and contributions, suspension of the payment of tax debts and/or offsetting with future tax obligations at federal, state and municipal levels.
Banking and capital markets: Advice on banking and capital markets regulations; structuring of financial and capital markets operations/products, including derivative products; analysis, preparation and revision of agreements involving products and services offered by financial institutions and those equated to them, including agreements relating to working capital credit facilities, consumer credit, leasing, agro bonds and other credit arrangements; assistance and structuring in respect of foreign exchange transactions, trade finance and other cross-border transactions; and assistance and structuring in respect of investment fund products, specially private equity funds, receivables and real estate funds.
Foreign investments: Detailing and counselling on the many types of foreign investment options in Brazil, assisting in setting up and incorporation of foreign companies in Brazil, and the opening of branches, subsidiaries and representative offices in the country; updating and ensuring compliance with registration requirements for mergers, acquisitions, takeovers and spin-offs of companies holding foreign investments registered with the Central Bank of Brazil; assisting in operations involving loans, financing, international leasing, issuing of notes, stocks and other means of foreign fund-raising; and counselling on repatriating equity, interest payments in general, profits and dividends, royalties, rents, yield and capital gains.
Mergers and acquisitions: Cross-border and domestic mergers and acquisitions; private equity funds transactions, due diligence audits; purchase and spin-off of assets; winding up operations; structuring companies to receive investments; and assisting the purchase and sale of companies, including the formation of joint ventures, reorganisations and strategic alliances to achieve common goals.
Corporate and commercial law: Drafting instruments to incorporate, liquidate or wind-up companies and shareholders; analysing the personal liability rights and obligations of company owners, managers and officers; and drafting corporate documents to issue equity instruments in general and other securities in Brazil and abroad;
Wealth management: Counselling on wealth management, considering several legal aspects, such as family estate, marriage regimen and taxation; incorporation of family holding companies, as well as the structuring of merger, take-over and spin-off operations regarding family companies; drafting of legal opinions comprising family and succession laws, including analysis of succession issues in family companies; filing and defence of judicial suits regarding family and succession laws issues; and elaboration of testament, advising heirs in tax and legal issues during the succession process.
