Pinheiro Guimarães

Pinheiro Guimarães was established in 1922. With a presence in Rio de Janeiro and São Paulo, Pinheiro Guimarães represents a wide variety of both Brazilian and foreign clients and is assisted by a full staff of legal support personnel.

Pinheiro Guimarães is one of the most active Brazilian legal advisers assisting in domestic and international capital markets debt and equity offerings, syndicated loans, trade finance, mergers and acquisitions, cross-border lease transactions, structured finance, project finance and procurement, private equity, securitisations of exports and other receivables, bankruptcy and corporate reorganisations, litigation, arbitration and tax.

Lawyers are fluent in several languages and many of them hold LLM degrees from the law schools of major universities in Brazil, the US and Europe. A significant number of Pinheiro Guimarães lawyers have worked at top tier law firms abroad and in international organisations. 18 of them are admitted to practice in both Brazil and New York.

Principal areas of practice
Banking and finance:  Pinheiro Guimarães has extensive and widely recognised experience in local and cross-border financing transac­tions. Its lawyers represent a wide range of clients that include both private and institutional lenders, governments and development agencies, multilateral organisations and corporate borrowers. Pinheiro Guimarães acts as counsel to both lenders and borrowers in connection with syndicated loans, refinancing transactions, import financing, export prepayment and other trade-related debt transactions, local and cross-border financial leases, securitisations, credit-linked debt and acquisition financings. A significant part of the practice involves representing clients undertak­ing project finance (infrastructure and industrial projects) deals, structured finance products and debt restructuring (including bankruptcy proceedings and judicial and extrajudicial reorganisations).

It also assists financial institutions in developing banking and treasury products and in regulatory and compliance matters, including administrative proceedings and the reorganisation of financial groups, before the Central Bank and the Securities and Exchange Commission (CVM).

Capital markets: Pinheiro Guimarães provides legal advice on primary and secondary public securities offerings in both the Brazilian and international capital markets (shares, shares certificates and debt securities). It also assists clients in carrying out filings and cancellations of public company registrations; securities listings and delistings; administra­tive proceedings and consultations with the CVM and BM&FBOVESPA; investments in the Brazilian capital and financial markets by local and foreign investors; and structuring stock option plans.

It is also actively involved in developing and setting up investment funds, including hedge funds and structured funds such as private equity funds and credit rights investment funds (FIDCs), as well as in different derivative transactions (including hedging transactions involving swaps, futures and options linked to foreign exchange, interest rates and commodity indices and prices) and products. Pinheiro Guimarães also advises clients on compliance and trading rules, filings and reporting require­ments and administrative and disciplinary procedures.

 Corporate and M&A: Pinheiro Guimarães provides legal assistance in the incorporation of companies and other entities for the development of business activities in Brazil. Such assistance includes drafting corporate documents (such as investment agreements, joint venture agreements, shareholder and quotaholder agreements), and counselling on all corporate issues involving different corporate entities in Brazil. On a regular basis, Pinheiro Guimarães handles securities repurchase transactions; foreign investments structure and divestments; transactions involving asset sales and debt assumptions; and turn-around investments and invest­ments in overleveraged or distressed Brazilian companies. It is also actively involved in M&A transactions, transfers of control, corporate restructuring transactions and designing and negotiating private equity investments and private equity funds.

Tax: Pinheiro Guimarães advises clients in developing and carrying out integrated tax strategies with respect to their activities in connection with capital markets, start-ups, mergers and acquisitions, corporate finance, structured finance, asset restructurings and e-business. It engages in the development of financial and banking products, tax-efficient investment alternatives, and derivatives transactions. Tax lawyers at Pinheiro Guimarães have expertise in international and cross-border transactions and international tax treaties, therefore being well positioned to provide its clients with sophisticated advice on structured tax transactions, tax derivatives products, tax planning and the most effective use of tax credits and tax sparing rules.

Litigation and arbitration: Pinheiro Guimarães has a competent and growing number of lawyers dedicated to handling complex commercial and financial matters under litigation or subject to arbitration proceedings. In the area of credit recovery — including summary collections, judicial recovery and bankruptcy proceedings — it has seen its practice grow in recent years, to a point where it includes a significant number of clients in Brazil as well as many offshore creditor groups. A growing number of dispute resolution proceedings consist of commercial arbitration, both local and international.

Project procurement: Pinheiro Guimarães is a recognised leader in the development and implementation of projects in various industries, such as energy, oil and gas, and pulp and paper. It provides legal advice on all aspects of the development and implementation of projects, including devising the most appropriate structure for the project (corporate, regulatory and tax-wise), tax incentives participation in public auctions, joint ventures, project agreements, financing regulatory and environmental matters, claims management and dispute resolution.

Insolvency and restructuring: In the area of credit recovery — including summary collections, judicial recovery and bankruptcy proceedings — the firm has seen its practice grow in recent years to include a significant number of clients in Brazil as well as many offshore creditor groups, such as bondholders, commercial and investment banks, investment funds and multi-lateral organisations.