N|CSS Advogados' Business Law practice is the foundation for our clients' success and legal security in the dynamic business environment. We offer comprehensive legal advice for companies of all sizes and sectors, from startups to large corporations, with a primary focus on process optimization, risk mitigation, and sustainable growth. We act as strategic partners, providing effective solutions for inherent business challenges, covering both advisory and litigation aspects.

Comprehensive Services:

• Strategic Consulting and Legal Opinions: Analysis and preparation of legal opinions on complex business matters, aiming for optimal decision-making.

• Commercial Contracts: Negotiation, drafting, and review of essential contracts for business operations (purchase and sale, commercial representation, distribution, franchising, service provision, commercial leases, software licenses, among others).

• Intellectual Property: Advice on the protection and defense of intangible assets, including trademark registration, patents, copyrights, and trade secret protection.

• Competition and Anti-dumping: Analysis of competitive practices and representation in administrative proceedings before CADE (Brazilian Antitrust Authority).

• General Due Diligence: Prior legal analysis to identify liabilities and risks in commercial and investment operations, excluding those directly related to M&A.

• Business Litigation: Representation in commercial disputes, debt collection, enforcement of titles, corporate conflicts, and contractual litigation.

• Sectoral Regulation: Advice for companies operating in regulated markets, ensuring compliance with specific regulations for each sector.

Our Differentiators: A 360º view of the client's business, proactive identification of opportunities and risks, and solutions that balance legal security with business agility, ensuring the solidity and expansion of operations.

Contacts: Dr. Charles Hanna Nasrallah

N|CSS Advogados' Civil Law practice offers comprehensive and strategic legal advice, in both advisory and litigation demands. Our primary goal is the prevention and effective resolution of conflicts, defending the interests of individuals and legal entities. We operate in judicial and administrative proceedings involving a wide spectrum of private law, committed to finding the best solutions.

Comprehensive Services:

• Civil Liability: Representation in lawsuits for material, moral, and aesthetic damages (resulting from traffic accidents, service failures, medical errors, violation of rights, etc.).

• Law of Obligations: Advice on issues of contractual performance and non-performance, collections, enforcement, and contract revisions.

• Family and Succession Law: Actions for divorce, dissolution of stable unions, asset division, child custody and support, judicial and extrajudicial inventories, wills, and succession planning.

• Property Law: Possessory actions (maintenance, reintegration, and prohibitive interdict), petitory actions, adverse possession (usucapião), and matters related to ownership and condominiums.

• Consumer Law: Defense of consumer and business rights in consumer relations, including issues of defective products and services, misleading advertising, and abusive practices.

• Alternative Dispute Resolution (ADRs): Representation and advice in mediation, conciliation, and arbitration, seeking swift, effective, and less costly solutions for the client.

• Real Estate Law: Advice on purchase and sale agreements, leases, developments, subdivisions, regularization of properties, and real estate disputes.

Our Differentiators: Secure, personalized, and technically sound solutions, always seeking the best cost-benefit ratio for the client, whether through judicial means or consensual methods, with a focus on asset protection and efficient dispute resolution.

Contacts: Dr. Charles Hanna Nasrallah / Dra. Camila Borgonovi Silva Barbi

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Our work in Strategic Business Restructuring is fundamental for the optimization of operations, financial health, and sustainability of companies during challenging times or in pursuit of greater efficiency. We focus on strategies that prevent or precede insolvency processes, offering comprehensive support for companies seeking operational, financial, or structural adjustments to strengthen their market position.

Comprehensive Services:

• Operational Review: Legal analysis of internal processes to identify inefficiencies and propose improvements that generate savings and optimization.

• Debt Renegotiation (Out-of-Court): Structuring and negotiation of agreements with banks, suppliers, and creditors to rebalance liabilities, outside judicial recovery procedures, aiming to preserve the company.

• Non-M&A Corporate Reorganization: Planning and implementation of internal restructurings (spin-offs, mergers, transformations) aimed at tax, succession, or operational optimization, without involving the sale or acquisition of companies.

• Legal Viability Analysis: Assessment of scenarios and proposal of measures to prevent financial or operational crises and strengthen governance.

• Turnaround Planning: Legal advice on implementing performance recovery plans, focusing on legal aspects of management and corporate governance.

• Divestitures and Asset Disposals (Non-M&A): Legal support for the sale of non-core business units or assets to optimize capital or strategic focus, without characterizing a Mergers & Acquisitions transaction.

Our Differentiators: Expertise in crisis management and strategic planning, a focus on maintaining the company and its jobs, and legal strategies aimed at overcoming challenges and returning to profitability and competitiveness, before extreme measures become necessary.

Contacts: Dr. Charles Hanna Nasrallah

Our Compliance and Corporate Integrity practice is crucial for the prevention of legal, reputational, and regulatory risks. We assist in implementing and enhancing effective integrity programs, aligned with national and international best practices, based on the Anti-Corruption Law (12.846/13), General Data Protection Law (LGPD), and other regulations and recommendations from control bodies.

Comprehensive Services:

• Development and Implementation of Compliance Programs: Complete structuring, from risk assessment to implementation and monitoring.

• Policy and Code Development: Drafting and revision of Ethics and Conduct Codes, anti-corruption policies, gift and entertainment policies, conflict of interest policies, and other internal regulations.

• Whistleblowing Channels: Implementation and management of secure, independent, and confidential systems for receiving reports of irregularities.

• Training and Capacity Building: Conducting customized workshops and training for employees, senior management, and the board of directors on compliance and integrity topics.

• Third-Party Due Diligence: Assessment of integrity risks in relationships with business partners, suppliers, and intermediaries.

• Internal Investigations: Conducting investigations into alleged violations of internal policies or legislation.

• Anti-Corruption Compliance: Advice on adaptation and defense in administrative or judicial proceedings related to Law No. 12.846/13.

• Antitrust Compliance: Prevention of anti-competitive practices and advice on antitrust issues.

• Data Protection (LGPD): Compliance with privacy and data protection regulations, including data mapping, impact assessments, and policy development.

Our Differentiators: In-depth technical approach sensitive to the demands of the corporate environment, transforming compliance into a strategic differentiator for business sustainability, reputation, and competitiveness.

Contacts: Dr. Charles Hanna Nasrallah / Dr. Camila Borgonovi Silva Barbi

N|CSS Advogados' Criminal Law practice is dedicated to the rigorous defense of the fundamental rights and guarantees of our clients (individuals and legal entities) at all stages of the criminal process. We act with technical rigor, personalized strategy, and discretion, from preliminary investigations to representation in higher courts, focusing on protecting the client's image and freedom.

Comprehensive Services:

• Defense in Police Inquiries and Criminal Proceedings: Monitoring and defense in all judicial and administrative instances.

• Economic and Financial Crimes: Representation in cases of money laundering, crimes against the national financial system, market manipulation.

• Tax Crimes: Defense in tax evasion, undue appropriation of tax amounts.

• Crimes Against Economic Order: Cartels, unfair competition, and other offenses.

• Environmental Crimes: Defense in proceedings resulting from environmental infractions and crimes.

• Crimes Against Public Administration: Active and passive corruption, embezzlement, administrative impropriety.

• Cybercrimes: Digital fraud, device hacking, online defamation.

• Advisory on Precautionary Measures: Representation in confidentiality breaches (banking, tax, telematics), search and seizure, preventive and temporary detentions.

• Legal Opinions and Preventive Consulting: Analysis of criminal risks for companies and individuals, and guidance on best practices.

Our Differentiators: Extensive experience in complex and high-profile cases, commitment to legal security and the protection of our clients' reputation and freedom, acting with discretion and celerity.

Contacts: Dr. Daniel Antônio de Souza Silva / Dr. Davi Rodney Silva

We act strategically in the defense of companies in labor disputes, focusing on risk mitigation, compliance with legislation, and preservation of corporate reputation. Our team offers advisory and litigation services, aligned with best practices in human resources management and labor compliance, always aiming to reduce liabilities and optimize employment relationships.

Comprehensive Services:

• Defense in Labor Lawsuits: Representation of companies in individual and collective claims, collective disputes, and public civil actions, in all instances of the Labor Court.

• Preventive Consulting: Preparation of legal opinions, conducting labor and social security audits, and guidance on legislative compliance, preventing litigation.

• Drafting and Review of Employment Contracts: Drafting and analysis of employment contracts (CLT, freelance, autonomous), termination agreements, confidentiality, and non-compete agreements.

• Collective Bargaining: Support and representation in negotiations with unions, drafting and analysis of collective labor agreements and conventions.

• Labor Compliance: Implementation of internal policies and procedures to avoid contingencies, such as working hour management, harassment, occupational safety, and health.

• Labor Crisis Management: Legal support in delicate situations such as strikes, stoppages, mass layoffs, and personnel restructurings.

• Advice on Career and Salary Plans and PLR: Guidance on structuring variable remuneration and profit-sharing schemes.

Our Differentiators: Proactive management of labor liabilities, consolidated experience in defending companies from various sectors, and a focus on solutions that optimize labor relations, minimize litigation, and protect human capital.

Contacts: Dr. Charles Hanna Nasrallah / Dr. Simone Teixeira de Castro

N|CSS's Tax practice is dedicated to the defense of the interests of companies and individuals at all levels (federal, state, and municipal), with a strategic focus on tax efficiency, legal certainty, and liability prevention. Our team acts in both administrative and judicial litigation, as well as in strategic consulting and tax planning.

Comprehensive Services:

• Administrative and Judicial Litigation: Defense in tax assessments, tax enforcement proceedings, actions for annulment of debt, tax refund actions, and writs of mandamus in all instances.

• Tax Planning: Structuring operations and businesses to lawfully optimize the tax burden, including corporate reorganizations for tax purposes (provided they are not M&A).

• Tax Credit Recovery: Identification of opportunities and request for refund or offset of taxes paid unduly or in excess.

• Tax Consulting: Analysis and issuance of legal opinions on complex tax legislation, special regimes, tax benefits, and interpretation of norms.

• Tax Due Diligence: In-depth analysis of tax risks and opportunities in legal audit processes or for internal restructurings.

• Special Regimes and Tax Incentives: Advice on obtaining, maintaining, and monitoring differentiated tax regimes and tax incentives.

• Transfer Pricing: Guidance and support on compliance with transfer pricing rules in international operations.

Our Differentiators: Strategic and up-to-date vision of complex and changing tax legislation, seeking solutions that generate significant value for the client, ensure tax compliance, and optimize company cash flow.

Contacts: Dr. Charles Hanna Nasrallah

N|CSS advises companies at all stages of their corporate life, from formation to complex internal reorganizations. Our focus is on the legal security of corporate structures, excellence in corporate governance, and the alignment of interests between partners and investors. Our Corporate Law practice combines technical and strategic vision to guide structural decisions and ensure the smooth functioning of the corporation.

Comprehensive Services:

• Formation, Amendment, and Dissolution of Companies: Advice on all corporate types (LTDA, S.A., EIRELI, etc.), including drafting articles of association and bylaws.

• Shareholders' and Quota Holders' Agreements: Drafting documents that govern internal relationships, rights and duties of partners/shareholders, governance, and succession.

• Corporate Reorganizations (Internal): Planning and implementation of structures aimed at operational, tax, or succession efficiency, such as transformations of corporate type, spin-offs, or internal mergers (not involving third-party acquirers).

• Corporate Governance: Advice on creating and improving management practices, boards of directors and fiscal councils, committees, and internal controls, aligning interests and ensuring transparency.

• Assemblies and Meetings: Support in convening, holding, and registering general shareholders' meetings, partners' meetings, and board meetings.

• Regulatory and Corporate Compliance: Adaptation to CVM, B3, and other regulatory bodies' rules for public companies.

• Liability of Directors and Officers: Advice on issues related to the duties and liabilities of directors and board members.

Our Differentiators: Expertise throughout the company's corporate life, with a focus on protecting investments, structured business growth, and ensuring effective and transparent governance.

Contacts: Dr. Charles Hanna Nasrallah / Dr. Camila Borgonovi Silva Barbi

N|CSS offers specialized and strategic legal advice in judicial and extrajudicial recovery proceedings, and in bankruptcies, representing creditors, debtors, investors, and judicial administrators. We act with technical rigor and responsibility, aiming to maximize assets, satisfy creditors, and strictly comply with Law No. 11.101/05 (Brazilian Corporate Reorganization and Bankruptcy Law).

Comprehensive Services:

• Judicial Recovery (Recuperação Judicial): 

Comprehensive advice to financially distressed companies on drafting and filing for Judicial Recovery.

Preparation and negotiation of Judicial Recovery Plans (PRJ).

Monitoring and support throughout the process, from approval to PRJ compliance.

Defense of companies in Judicial Recovery petitions filed by creditors.

• Extrajudicial Recovery (Recuperação Extrajudicial): 

Structuring and negotiation of agreements with creditors for the formalization of Out-of-Court Recovery Plans.

Judicial homologation of out-of-court recovery agreements.

• Bankruptcy: 

Advice to companies undergoing bankruptcy proceedings, both in defense and monitoring.

Representation of creditors in bankruptcy proceedings, including credit habilitation and challenge.

Monitoring of creditors' meetings and participation in committees.

Action in clawback (revocatória) and liability suits against partners and administrators.

• Creditor Advisory: 

Habilitation and challenge of credits in recovery and bankruptcy proceedings.

Representation in creditors' meetings and committees.

Monitoring the execution of recovery plans.

• Investor Advisory: 

Analysis of opportunities for acquiring assets (UPIs) or companies in recovery or bankruptcy proceedings.

Advice on structuring and participating in judicial auctions.

• Judicial Administrator Advisory: 

Legal support in conducting recovery and bankruptcy proceedings.

Preparation of reports and compliance with legal obligations.

Our Differentiators: In-depth knowledge and practical experience in the Brazilian Corporate Reorganization and Bankruptcy Law, with a strategic and multidisciplinary approach to protect the interests of all parties involved, seeking solutions that enable restructuring and continuity of viable businesses or maximization of returns for creditors.

Contacts: Dr. Charles Hanna Nasrallah

N|CSS boasts an extremely robust Contract Law practice, specializing in the drafting, analysis, and review of civil and commercial contracts, with a focus on risk prevention, legal certainty in relationships between parties, and enforceability. We act strategically and personally to meet the specific needs of each client, whether an individual or legal entity, in simple or complex negotiations.

Comprehensive Services:

• Contract Drafting: Preparation of "tailor-made" legal instruments, ensuring clarity, protection, and suitability for the client's objectives. Includes purchase and sale agreements, leases, service provision, partnership, distribution, supply, technology, loan (mútuo), comodatum, financing, among others.

• Contract Analysis and Review: Meticulous evaluation of existing drafts and contracts to identify risks, abusive or unbalanced clauses, and proposal of strategic adjustments.

• Contract Negotiation: Representation of the client in negotiation tables, with the aim of securing the best commercial and legal conditions and protecting their interests.

• Legal Opinions: Issuance of legal opinions and advice on the interpretation and applicability of specific clauses and their legal impacts.

• Terms of Commitment and Memoranda of Understanding (MOUs): Drafting documents that formalize pre-agreements, business intentions, and preliminary commitments.

• Contract Termination and Rescission: Advice on formalizing the termination of contractual relationships, aiming to minimize disputes and losses.

• International Contracts: Legal support in drafting and analyzing contracts with foreign parties, considering applicable laws, jurisdiction, and arbitration.

• Contract Audit (Contract Review): Review of contract portfolios to identify compliance, risks, and optimization opportunities.

Our Differentiators: Expertise in complex transactions, clear and objective language in contract drafting to prevent future litigation, and a keen eye on the business's specificities and the client's objectives in each instrument, ensuring legal security and effectiveness.

Contacts: Dr. Charles Hanna Nasrallah / Dr. Camila Borgonovi Silva Barbi

The M&A practice at N|CSS Advogados offers specialized and comprehensive legal advice at all stages of mergers, acquisitions, company sales, joint ventures, and other complex corporate transactions. Our team acts strategically to maximize transaction value, mitigate risks, and ensure the legal security and success of the deal for buyers, sellers, and investors.

Comprehensive Services:

• Transaction Structuring: Defining the best legal and tax structure for the operation (acquisition of shares/quotas, assets, merger, spin-off, amalgamation, joint venture).

• Due Diligence: Conducting detailed legal audits to identify liabilities, risks, and contingencies of the target company in areas such as corporate, tax, labor, environmental, regulatory, and litigation.

• Document Drafting and Negotiation: Preparation and negotiation of Memoranda of Understanding (MOUs), Letters of Intent (LOIs), Non-Disclosure Agreements (NDAs), Share Purchase Agreements (SPAs), Shareholders' Agreements (SHAs), and other contractual instruments.

• Regulatory Approvals: Assistance in obtaining approvals from regulatory bodies, including CADE (Brazilian Antitrust Authority).

• Acquisition Finance: Legal support in financing operations for M&A, including project finance and debt facilities.

• Post-Closing: Guidance on post-acquisition integration matters, contractual guarantees, and resolution of disputes arising from the transaction.

• Venture Capital and Private Equity: Advice to investors and startups in funding rounds.

Our Differentiators: A team with extensive experience in high-value and complex transactions, combining legal expertise with a deep understanding of business objectives, ensuring that every step of the transaction is conducted with excellence and security.

Contacts: Dr. Charles Hanna Nasrallah