Corporate Law and Capital Markets

Dispute Practice and Transactional Work

Our transaction team has extensive experience in important infrastructure projects, syndicated loans, debt restructuring and M&A. It uses the knowledge developed by our litigation team to advice clients on possible disputes that may be faced by the parties under an agreement and how to contractually address them before they occur. We also advice on transactional matters to finish a dispute and after a dispute is finished.

Corporate Law and Capital Markets

Advisory

We work as counsel in complex M&A transactions involving multiple Brazilian and foreign parties on behalf of sellers and purchasers, drafting and negotiating Portuguese and English documents.

These transactions normally involve the acquisition or merger of equity interests, assets or companies coupled or not with investments or private equity, within and outside a financial stress scenario.

The firm also works in corporate reorganizations creating alternative corporate and financial structures to fit different profiles and specific needs of clients.

Other works include:

• - drafting shareholders’ agreements;
• - adapting corporate structures to legal requirements of regulated markets;
• - developing strategies to protect the interests of minority shareholders within and outside the context of shareholding activism;
• - developing strategies to protect the company from the abuse of minority shareholders;
• - advising the management of companies (boards of directors and officers) and committees on various corporate matters; and
• - participating in shareholders’ meetings of privately held and public listed companies.

We structure public offerings of securities with ‘restricted efforts’ and private placement offerings.

Government Enforcement and Investigations

Anticorruption, Compliance and Government Enforcement

Punitive Administrative Proceedings and Corporate Leniency Programs

We are counsel and represent clients in corporate punitive administrative proceedings related to anticorruption laws before the Ministry of Transparency and Federal Controlling Office (CGU) and similar state and municipal bodies, the Federal Prosecution Office and courts.

Our law firm advises clients on negotiations of corporate leniency agreements programs with the CGU, the Brazilian Anti-Trust Authority (CADE), the Brazilian Securities and Exchange Commission (CVM) and the Brazilian Central Bank (BACEN).

Anti-corruption Compliance Programs

We advise clients on the creation, implementation or tailoring anti-corruption compliance policies and programs to avoid violation and to mitigate sanctions in case of breach.

Our team drafts anti-corruption certification instruments and advises internal auditors to ensure compliance with anti-corruption laws.

Warde Advogados advises clients on anti-corruption compliance due diligence.

Internal Investigations

We advise internal investigations on violation of anti-corruption, competition and public bidding laws and provide guidance on the result of these investigations.

Corporate Law and Capital Markets

Litigation and Arbitration

Warde Advogados' litigation and arbitration teams represent clients in various corporate disputes seeking, among other objectives:

• - to render corporate acts null, void or ineffective;
• - to enforce the compliance of legal corporate duties by shareholders, directors and officers or prevent their actions (e.g., exclusion, forced removal and liquidation of assets);
• - indemnification to companies and shareholders; and
• - intervention in corporate management.

We represent clients in administrative proceedings before the Brazilian Securities Commission (CVM), the boards of trade and the Department of National Commerce Registration.

The firm develops independent theses and strategies to support clients’ claims and defenses involving key corporate and securities law issues under dispute.

We work with disputes in the energy and banking areas and involving financial and commercial agreements.

Finance and Infrastructure

Warde Advogados' projects team advises banks/syndicates and domestic and international companies on project finance, working capital finance, structured finance and refinance.

We advise Brazilian and foreign companies on “cross-border” finance in respect of agreements governed by Brazilian laws and finance from foreign entities to Brazilian companies.

We draft agreements of infrastructure projects, such as construction (EPC) and operation (O&M) agreements.

Our team advises Brazilian and foreign companies on public biddings (RFP) in Brazil.

We perform legal due diligence of infrastructure projects.

Warde Advogados assists clients with regulatory matters of infrastructure projects.

Executive Compensation and Benefits

We prepare executive compensation plans.

We draft stock option plans.

Warde Advogados advises on labor and corporate matters related to corporate corruption cases.

The firm represents clients in high management labor claims.