Souto Correa Advogados

Souto Correa Advogados is composed of experienced lawyers united by the same principles and values. The firm is made up of professionals with outstanding professional and academic backgrounds, many of whom hold doctoral and master’s degrees and have been nominated in national and high-profile international legal rankings.

The team advises clients in Brazil and abroad in all areas of business law. For this purpose, it relies on professionals fluent in several foreign languages, which enables them to meet the requirements and requests from different countries, especially through their Asian, German, and Latin desks.

Goal: Build a solid and enduring organization committed to its customers and community and composed of connected and motivated individuals capable of achieving competitive advantage.

Clients: The firm represents Brazilian and foreign clients in various sectors, such as agribusiness, automotive, aviation, chemicals, construction, education, electronics, energy, entertainment, commercial banking, food and beverage, forestry, health, hotels, insurance, IT, logistics and transportation, media, metallurgy, music and audiovisual, shipping, oil and gas, paper, packaging, petrochemicals, pharmaceuticals, private equity, retail, tobacco, and others. Souto Correa represents community-oriented companies, e-commerce players and advises start-ups, among others.

Main areas of practice
Agribusiness: Souto Correa’s agribusiness team is a multidisciplinary and internationalized practice group, which includes corporate, environmental, contractual, real estate, capital markets, intellectual property, dispute resolution and tax practitioners. We take great pride in our ability to quickly mobilize a team from our various offices around the country to provide comprehensive solutions for time-sensitive transactions, thereby enabling our clients to meet their business objectives. We offer a national approach to current and emerging agribusiness issues, including forestry, seeking prompt, efficient and cost-effective solutions for our clients’ business interests.

Antitrust and competition: The antitrust and competition practice works in a multidisciplinary fashion in collaboration with other practices to provide integrated solutions that fully address the needs of our clients. Our team has experience in several jurisdictions including Europe, Asia and the Americas, and provides services to market leaders and the largest global law firms.

Arbitration: Souto Correa’s arbitration practice has been one of the firm's distinguished features since its inception but has gathered in recent years enough critical mass to earn its place among the top Brazilian teams in this field. The firm has consistently handled high-stakes complex arbitrations in Brazil, especially relating to infrastructure and construction projects and corporate and post-M&A disputes.

Banking and fintech: Our banking and fintech team consists of highly skilled professionals that combine deep technical expertise with extensive practical experience in the industry. Our team applies its multidisciplinary approach and technical expertise to provide financial market participants with top-tier regulatory advice. We provide consulting services in various areas related to financial institutions and other entities supervised by the Central Bank of Brazil and the Brazilian Securities and Exchange Commission. We also provide strategic advice for developing new products and prepare legal opinions on issues involving innovative financial instruments.

Basic sanitation: Souto Correa’s sanitation practice area comprises a team of professionals with in-depth knowledge of the regulatory, administrative, environmental, corporate, and contractual aspects of the sector in Brazil. Our practice includes interdisciplinary consultancy and litigation counseling to national and international clients from the public and private sectors in matters involving water supply, sanitary sewage, urban drainage, urban cleaning, and solid waste management services. Our team also provides counseling on legal aspects related to the development of municipal, state and regional plans for basic sanitation, training for sanitation workers, consultancy in designing projects on water reuse, land subdivision, water and sewage treatment, and management of urban and industrial solid waste. We also act in arbitrations and defend clients in public civil actions and civil investigations.

Capital markets: Souto Correa’s capital markets team has many years of experience in public offerings of securities (including IPOs, follow-on and take-over bids), debentures (including incentive debentures), commercial notes, investment fund shares, participating in securitization transactions, such as real estate receivables certificates, agribusiness receivables certificates, and debt restructuring. Our professionals also participate in the structuring of investment funds, such as real estate investment funds (FII, FIAGRO, FIDC, FIP and FI-Infra), advising officers, managers, consultants, and investors. The practice covers all sectors of the economy in several areas of the capital markets, including counseling to national and international companies and financial institutions. Our practice also includes consultancy to regulated agents and investors in complying with regulatory requirements, in addition to lawsuits, administrative procedures and queries before regulatory and self-regulatory market agencies. Our team conducts sanctioning proceedings before the Securities and Exchange Commission of Brazil (CVM), the Central Bank, and BSM Supervisão de Mercados, including negotiating settlement agreements, filing administrative defenses, and representing clients in lawsuits or arbitration proceedings whose background is in relationships within capital or financial markets.

Climate solutions: The climate solutions’ practice works in a multidisciplinary way to provide legal assistance services in all fronts that involves the challenges of mitigation and adaptation to the climate change. Our professionals combine a solid legal background with technical expertise in regulatory, environmental, corporate, contractual, and tax matters. The area offers tailor-made solutions in consultive, administrative and dispute works, especially involving carbon markets, green hydrogen, biogas, biomethane, REDD+, FIAGRO, RenovaBio, I-RECs, Gas-RECs, waste-to-energy, among other instruments. The complex regulatory environment surrounding climate issues demands a solid understanding, mainly of the Paris Agreement, the Brazil’s National Policy on Climate Change of 2009, ongoing legislative bills, and other current related regulations.

Compliance: The compliance department plays a pivotal role within the Souto Correa law firm, focusing its efforts on a range of crucial areas. Particularly, the department is tasked with overseeing all mergers and acquisitions cases, taking on the responsibility of conducting thorough background checks on individuals and companies involved in each transaction. This comprehensive analysis not only ensures the integrity of operations but also bolsters the reputation of the firm and its clients. Furthermore, the compliance department is renowned for its expertise in evaluating the compliance programs implemented by audited companies. This meticulous assessment is a critical component in identifying potential areas for improvement and ensuring that business practices are in line with the highest regulatory standards. We follow corporate governance principles and on the frequent legislative updates and actions taken by inspection agencies (Public Ministry, COAF, CGU, TCU, CVM, ANVISA, etc.), to provide support to companies of all sizes and sectors in both domestic and international regulatory scenarios.

Consumer and product liability: Souto Correa’s consumer and product liability practice area handles strategic and complex lawsuits throughout the country, involving consumer law, product liability and civil liability. The team´s experience covers both individual lawsuits and nationwide class actions, including the representation of very representative clients, most of which are multinational companies and associations. The consumer and product liability team is also involved in administrative and judicial litigation regarding sanctions applied by consumer protection agencies. The team has experience before various administrative authorities and State Courts, as well as the Superior Courts.  The practice area has earned a reputation as a go-to firm for its clients, given its history of representing and advising on leading and strategic disputes covering diverse industries and subject matters. The team approaches each case with intensity, thoroughness, and creativity. Souto Correa’s consumer and product liability attorneys delve deep into the client’s business in order to get all the relevant information, getting in touch with different areas of the client, such as quality, marketing, and post-sales.

Contracts; Souto Correa’s contracts practice area encompasses national and international contracts, providing full legal counseling to domestic and international clients in all phases of the process, from negotiation to drafting, review, and discussion of contractual matters, both in court and in arbitration. The area provides counseling on drafting choice of court and arbitration clauses, negotiation of guarantees, review of penalties for breach and effects of contract termination, and recommendation of best practices to minimize the risk of liabilities for the contract term. The team has wide experience with cooperation contracts in many legal formats to facilitate the flow of goods and services, including distribution, commercial concession, commercial representation or agency, and franchising. Our team also has relevant experience in infrastructure contracts, such as engineering, procurement, and construction (EPC) agreements, which includes counseling in negotiating any claims arising from such transactions. The area’s experience also includes consulting in supply agreements, service agreements, transportation and logistics agreements, technology, confidentiality agreements, certificates of indebtedness, and renegotiations.

Corporate and M&A: Souto Correa corporate department stands out for its ability to advise major companies and their shareholders on complex M&A, corporate restructuring, and joint venture agreements. Our lawyers excel in the negotiation of share purchase agreements, investment agreements, and shareholders agreements and in performing comprehensive due diligence procedures on target companies. We have a strong record in foreign investment mandates; we have helped many regional and global clients incorporate and restructure their existing operations in Brazil. We have also advised Brazilian companies on the sale of majority and minority stakes in their business to foreign investors. As a full-service firm, we offer clients a one-stop-shop solution, providing our clients with comprehensive legal advice. Our corporate team works closely with other departments and legal practice areas at the firm, including bankruptcy, tax, labour, real estate, and competition. We also possess excellent regulatory knowledge and broad industry expertise. Our lawyers are particularly active in handling deals in major industries such as energy (especially renewables and power), agribusiness, technology, infrastructure, and manufacturing in general, as well as computer hardware and software.

Crypto assets: Souto Correa has a multidisciplinary team in the field of crypto assets composed of highly skilled professionals to assist clients with various legal and regulatory issues surrounding crypto assets. With a keen eye on the constant innovations in the crypto asset market, we are prepared to provide specialized, efficient, and strategic legal advice aligned with the needs and objectives of our clients.

Data protection: Souto Correa’s data protection area helps clients to consolidate best practices in data collection, use, treatment, and security, and developing effective solutions related to the Brazilian General Law for the Protection of Personal Data (LGPD) and the European Union’s General Data Protection Regulation (GDPR). Our clients are provided with multidisciplinary counseling of professionals who are experts in several areas, such as intellectual property, consumer and product liability, contracts, and labor. Our professionals provide legal counseling on activities involving personal data, reviews of privacy policies, product privacy notices, and contracts for third-party vendors. By offering consultancy and litigation legal counseling, our practice includes the design and delivery of internal training courses for companies in the pulp and paper, electricity distribution, and electronics sectors. We also draft software license agreements for the sale of devices with embedded software for artificial intelligence companies.

Energy: Souto Correa’s power department offers a deep and comprehensive vision of the sector as a whole and has considerable experience and know-how in all segments of the industry. Our team acts for major domestic and foreign corporations involved in the generation, transmission, distribution, and commercialization of energy. We routinely deliver consultations, issuing memoranda and legal opinions on highly technical regulatory and commercial considerations. We excel in the structuring projects, covering all relevant contractual, tax, regulatory, environmental, and real estate considerations, and we are increasingly active in sector related M&A. Finally, we represent clients in disputes that arise from the sector, including litigation and arbitration.

Environmental and sustainability: The environmental and sustainability practice has consolidated its position as trusted advisors - by providing excellence in technical terms, representing the clients’ interests/strategies in a holistic manner and comprehending the clients’ needs. Our activities encompass consultancy, a deep involvement in environmental litigation, as well as legal due diligence required for the acquisition of companies, real estate and forests. Our lawyers hold postgraduate degrees in environmental law/management and are specialized in identifying and addressing sensitive risks in a proper and strategic manner, according to each type of proceeding/transaction, including straight-forward analysis and protection of the client in the contractual allocation of environmental liabilities. Our main clients are from the industries of pulp and paper, forestry, energy (trade, generation, transmission, and distribution), the electronic industry, real estate construction, ports, aviation, fertilizer and animal nutrition industry, pesticides, waste management, technical consultancy, fashion industry (perfumery), wholesale, retail businesses and logistics (distribution centers).

 ESG : Souto Correa has a qualified team to handle legal issues related to ESG criteria. It is formed by professionals with technical expertise in several areas of law and with the ability to work in an interdisciplinary and integrated manner in complex and sensitive corporate issues. Our activities encompass consultancy and a deep involvement in environmental, social and governance matters, including due diligence procedures for the acquisition of companies, real estate, forests, and assets in general. The team also provide legal assistance in transactions related to capital market, such as public offering of certificates of real estate receivables (CRI) registered as green bonds under the Climate Bonds Initiative (CBI). Our legal support includes several industry sectors and, currently, the assistance is mainly addressed to green energy projects (e.g., distributed generation of solar and wind power plants), biofuels companies, financial institutions, and investors in general. The ESG practice also provide counselling in the drafting, review, and implementation of good corporate governance practices focused on ESG criteria, including the prevention of anticompetitive practices, image impacts, labor routines, tax incentives, competitive risks, and non-regulated aspects, such as diversity and inclusion. The firm provides a continuous monitoring of rules enact by the Brazilian Securities and Exchange Commission (CVM) and other regulations set forth by financial institutions related to ESG criteria, aiming at the complete report (transparency) and analysis of the risks involved in the transactions.

Intellectual property: Souto Correa’s intellectual property area has become a reference for clients on issues regarding patents, trademarks, franchising, copyrights, domain names, industrial designs, know-how, trade secrets, software and the Internet, unfair competition, e-commerce and franchise, and related areas, including prosecution and enforcement, as well as all business-related transactions. In addition, the area provides consultancy services on matters related to the music and audiovisual industries, events, online content providers, television broadcasters, advertising agencies, record labels and music publishers.

International trade: Souto Correa’s international trade practice advises clients with regard to trade and investment agreements, trade remedies, WTO dispute settlement and related litigation, in addition to advocacy initiatives to the benefit of certain economic sectors, compliance, customs, and tax matters associated with international trade as a whole.

Labor: The team advises companies in administrative procedures brought by the Ministry of Labor (MPT), such as preparatory procedures, civil investigations, and monitoring of terms of conduct adjustment, as well as in inspections by the Ministry of Labor and Social Security on topics such as saving job vacancies for people with disabilities or for apprentices, moral harassment, outsourcing, collective dismissals, and working hours. In the consultancy area, the team focuses on correcting and improving internal practices and policies. The team is skilled in reviewing labor practices to adapt company routines to comply with eSocial, reviewing labor liabilities, conducting due diligence in M&A transactions, reviewing and drafting contracts, policies, and codes of conduct, counseling on hiring international employees, expatriation, implementing hybrid and remote work models, structuring compensation, and benefits models, developing alternative forms of hiring, and providing in-company training on labor law. The activities include handling relationships with labor unions and collective bargaining on a wide range of topics, such as work shifts, workday compensation, profit sharing, and collective dismissals.

Life sciences and healthcare: The team comprises professionals in the areas of sanitary regulation, intellectual property, administrative law, contracts, public tenders, public policies, and compliance. This allows us to take a comprehensive approach to commercial, consultancy, and litigation matters. The team also provides legal counseling to national and multinational companies in sectors such as pharmaceutical products, medical equipment, food and beverages, biodiversity and biotechnology, cosmetics, health techs, telemedicine, and health services.

Litigation: Souto Correa has earned a reputation as a go-to firm for its clients when it comes to dispute resolution, given its history of representing and advising on leading and strategic disputes covering diverse industries and matters. The team approaches each case with intensity, thoroughness and creativity, priding itself on rapidly assembling focused, multidisciplinary, integrated and efficient teams to address all important aspects of a client’s problem and to handle numerous cases in multiple forums. The firm’s highly experienced attorneys understand the business implications of going to court and provide a strategic, cost-effective approach to resolving the clients’ most critical disputes. Souto Correa’s attorneys are recognized for their experience, creativity, integrity and strategic approach and clients benefit from their ability to leverage their broad experience and versatility to address the client’s unique legal interests with minimal disruption to their business.

Media and entertainment: The area has a broad practice covering a range of industry-related subjects providing legal counseling to advertising agencies, TV stations, digital platforms, technology and telecommunications companies, film and TV studios and production companies, record labels, independent content producers, artists, investors, and intermediaries in commercial transactions and negotiations of all natures. The area provides counselling on matters related to the Advertising Self-Regulation Council (CONAR) and the National Cinema Agency (ANCINE) and provides consultancy on agreements and negotiations for audiovisual productions in all stages of production, including concerts and events, artistic and cultural productions, book publishing, branded entertainment, and product placement licensing, in addition to matters related to the laws of promotion and incentive to culture.

Public law and regulatory: Souto Correa has solid experience in consultancy and litigation matters in public law and regulatory, especially in the fields of oil, natural gas, mining, sanitation, road infrastructure, telecommunications, civil aviation, ports, airports, and railroads.

Real estate: Souto Correa’s real estate law team has experience in complex transactions regarding real estate and all rights involved, providing services to national and international clients especially in corporate real estate matters. Our team handles a variety of transactional and litigation matters, with experience in due diligences; urban and rural real estate acquisitions and sales; commercial, logistics and industrial leases; build-to-suit and sale and leaseback agreements, rural real estate leases and partnerships, infrastructure and M&A projects related to real estate matters, real estate development, land subdivisions and condominium developments; real estate regularization; and in conducting administrative proceedings and strategic litigation related to real estate.

Restructuring and insolvency: Souto Correa’s restructuring and insolvency area provides counseling to investors, creditors, debtors, and any other clients interested in judicial and extrajudicial reorganization, bankruptcy and extrajudicial liquidation (such as cooperatives), in addition to assisting clients in extrajudicial restructuring and in operations involving stressed assets, as well as in credit recovery. Our practice encompasses negotiations with debtors and creditors, such as financial institutions, suppliers, and unions, in addition to legal structuring of transactions aimed at restructuring liabilities, making investments in stressed assets, and taking the necessary legal steps to recover credits. The team members add up decades of experience in counseling and consulting for national and international clients, with wide knowledge of aspects involved in transnational insolvency proceedings. They are also frequently requested to issue opinions on relevant legal issues and affidavits.

Startup hub: Souto Correa is committed to helping entrepreneurs, accelerators, and investors to unravel the legal particularities of their businesses so as to contribute to the development of the startup ecosystem in Brazil.  Our team provides full-service counseling to startups from the broadest range of segments, which includes consultancy, planning and risk mitigation in the areas of corporate, tax, intellectual property, labor, and consumer law. The Startup Hub encompasses our entrepreneurial spirit and provides flexibility in developing alternative ways of charging for the legal services provided. Our practice includes handling key issues from early-stage startups to unicorns, which comprise trademark registration, assistance in contract review, analysis of tax impacts arising from foreign investment and analysis of the best corporate and tax structure from a national and international perspective, tax aspects involving technology transfer and legal counseling in conflicts involving intellectual property assets.

Tax: Souto Correa’s tax team is expert in both consulting and litigation with multidisciplinary experience and works with municipal, state, and federal taxes, including social security contributions. The area provides services to companies in many different economic sectors, always striving to improve their knowledge of each client’s sector. The services encompass international and local tax planning, mergers and acquisitions, transfer pricing, profit-sharing plans, discussions of tax premiums; support in due diligence, structuring and negotiation of transactions, securing and assisting in negotiations regarding tax benefits, and participation in drafting legislation. Our litigation practice covers all instances, including state and federal courts, and is also very active in the Superior Courts. In administrative litigation, our team also practices at all levels, including the Administrative Council of Tax Appeals (CARF) and state and municipal Administrative Courts. Moreover, our tax team has solid practice in Customs law and taxation in foreign trade operations, tax categorization of goods, special customs regimes, customs clearance of goods in imports and exports, customs clearance, and consultancy for SISCOMEX registrations.

Telecoms: Souto Correa’s telecoms team has wide experience in assisting clients in the telecommunications sector. Some of our partners’ key activities are Consultancy on regulations of Anatel, Ministry of Communications, Ancine, Ministry of Justice and Senacon; Review of public consultations and drafting of respective statements; Drafting opinions and memos on regulatory matters; Counseling on securing permits and renewing authorizations; Drafting and review of a range of agreements, including audiovisual content licensing for distributors and infrastructure sharing; Negotiation and review of industry-related agreements (i.e. content applications, licensing of audiovisual content to distributors; technical solutions to support telecom services; infrastructure sharing agreements; and agreements related to the development of strategic partnerships); Participation in all phases of radio frequency bidding rounds, including the 700 MHz and the 5G Auctions; Follow-up of regulatory obligations by entities in charge of telecom services; Defense in Anatel’s administrative and legal proceedings, including tax and labor; Legal structuring of businesses, including M&As and deals for segmentation of carriers’ passive infrastructure; Counseling in the relationship with governmental, industry, and international agencies, as well as follow-up on federal, state and municipal legislative processes to advance the positioning of the client’s interests; Drafting and review of petitions in WTO litigations related to telecommunications; Counseling on drafting codes of self-regulation and best practices in addition to governance policies, including those related to privacy and data protection; Due diligence in the post-privatization period; Legal counselling to non-profit entities and with the incorporation of non-profit associations in the telecommunications industry.

Timberland: The area provides legal counseling in structuring investments in forests in all stages of the chain, which includes access to inputs, acquisition of seedlings, and purchase and sale of land; purchase and sale of forests and its by-products, partnerships and rural leases, forest development contracts, surface rights and M&A. Professionals in the Timberland area rely on years of experience in structuring operations involving the timberland sector, including financing, securitization of real estate and agribusiness receivables, as well as in demands for the development of sustainability certifications and green products. In addition to consultancy activities, the firm’s practice includes representation before administrative and legal agencies in disputes related to the timber and forestry segments on matters such as land regularization and detinue, labor, corporate, tax and environmental lawsuits, also working on class actions, civil and criminal investigations, proceedings, negotiations with the Public Ministry and other government agencies.

Union relations and collective negotiations: The aim of the area is to obtain better results in collective bargaining, adopting a proactive stance and holding a holistic view of each of our clients’ businesses. We seek to add value by contributing to the development and implementation of strategies to overcome the difficulties imposed by union activities. Accordingly, not only do we manage the negotiations themselves, but we work closely with these companies to identify opportunities and offer solutions to ensure the continuity of their productive activities and boost their results. To this end, our professionals typically interact with parties from many of our clients’ areas, such as legal,operations, resources, human resources, administrative, and financial.

Wealth and succession planning: The firm is well-known for its business acumen developed over the many years advising national and international corporations, including several family businesses. This experience has brought us a deep understanding of the internal workings and needs of companies which, in turn, has given us a keen ability to handle matters for individuals who own companies and need to prepare for succession. The firm combines such experience to provide high net worth individuals with solutions that encompass asset allocation, tax analyses and family / company protection strategies. The firm has vast experience in leading projects with a focus on planning strategies to minimize economic risks, aiming to identify the best available structures and implement the plan to achieve asset protection, wealth preservation and organization, as well as tax and succession efficiency, as described in further detail within the matters listed herein. It advises individuals and family businesses, including the support for family offices since their inception, through family governance documents. Souto Correa has been focusing on expanding its Wealth and Succession Planning practice. The team comprises a group of partners and senior lawyers whose experiences, among others, are related to family law, corporate law, tax and succession planning, and negotiation. Also, the area is close to international law firms and wealth advisors, developing a solid network focused on Wealth and Succession Planning worldwide. A key factor to our practice is to foster long-lasting relations with our clients, being able to advise different generations from the same family.

White-collar crime: Souto Correa’s corporate criminal law area works in harmony with many other practice areas of the firm, handling criminal matters from a truly multidisciplinary perspective in preventive, consultancy or litigation contexts. The area provides counseling and follow-up on criminal investigations and criminal lawsuits in federal and state courts, covering both legal entities and individuals. The team’s thorough involvement in each case, combined with their extensive technical knowledge, provides quick answers and efficient solutions in all stages of the proceedings, from the investigative phase to the resolution of the criminal action.