Business Law
Business activity involves constant decision-making that can have significant legal, financial and asset-related consequences.
Effective legal advice should not be limited to situations where legal proceedings have already arisen. A proactive approach enables risks to be identified, contracts to be drafted, corporate assets to be protected, disputes to be minimised and greater certainty to be provided for decision-making.
Our firm offers advisory, preventive and litigation-related corporate legal services, providing advice to companies, business owners, partners, directors and investors on matters relating to operations, contracts, debt recovery, enforcement proceedings, commercial disputes and legal risk management.
Our approach is tailored to each client, taking into account the characteristics, needs and objectives of each company.
Legal Certainty for Business Decisions
Proactive legal advice enables a company to identify risks before they turn into financial losses or legal disputes.
The firm provides advice on matters relating to business activities, including:
- Legal analysis of transactions;
- Guidance for entrepreneurs and business managers;
- Risk analysis;
- Legal opinions;
- Review of procedures;
- Trade negotiations;
- Structuring of contractual relationships;
- Conflict prevention;
- Guidance on judicial and extrajudicial measures.
The aim is to provide business owners with greater legal certainty when making decisions and carrying out their activities.
Anticipating risks is part of business strategy
Disputes can result in financial costs, disruption to business operations, a loss of commercial opportunities and damage to the company’s reputation.
Preventative measures aim to identify potentially problematic situations before they develop into legal disputes.
The advisory services may include:
- Identification of contractual risks;
- Analysis of relationships with suppliers and customers;
- Assessment of corporate obligations;
- Document review;
- Establishing preventative procedures;
- Guidance on conflict resolution;
- Risk analysis in commercial operations;
- Planning of out-of-court measures.
Clear contracts reduce risks and enhance the security of commercial relationships
Contracts are one of the main tools for providing a company with legal protection.
We specialise in drafting, reviewing, negotiating and analysing commercial contracts, with a view to clearly setting out the rights, obligations, responsibilities and protective measures of the parties.
The instruments analysed include:
- Service contracts;
- Supply contracts;
- Purchase and sale agreements;
- Distribution agreements;
- Commercial agency agreements;
- Partnership agreements;
- Commercial tenancy agreements;
- Franchise agreements, in accordance with the agreed scope;
- Confidentiality agreements;
- Admissions of debt;
- Renegotiation instruments;
- Trade agreements;
- General business contracts.
The analysis may also cover clauses relating to default, guarantees, penalties, termination, liability, dispute resolution and other aspects relevant to the legal certainty of the transaction.
Legal Strategies for Recovering Outstanding Debts
Non-payment is one of the main risks to a company’s cash flow.
Our firm specialises in judicial and out-of-court recovery of corporate debts, with a view to devising the most appropriate strategy for each situation.
The scope of work may include:
- Review of credit documentation;
- Identification of the source of the obligation;
- Verification of existing guarantees;
- Out-of-court debt collection;
- Notification to the debtor;
- Payment negotiations;
- Debt renegotiation;
- Drawing up agreements;
- Debt recovery proceedings;
- Monitory proceedings;
- Enforcement of securities;
- Enforcement of a judgement;
- Monitoring of measures aimed at satisfying the debt.
The strategy is determined in accordance with the nature of the loan, the documentation available, the debtor’s circumstances and other relevant factors.
Strategic Action to Ensure Credit Satisfaction
The existence of a judicial or extrajudicial order may allow for specific measures to be taken to enforce and satisfy the obligation.
The firm specialises in:
- Enforcement of extrajudicial instruments;
- Enforcement of a judgement;
- Enforcement of financial obligations;
- Contract performance;
- Enforcement of acknowledgements of debt;
- Enforcement of other legally recognised instruments;
- Challenges to and defence against enforcement proceedings;
- Negotiation during enforcement proceedings.
Enforcement proceedings are conducted strategically, taking into account the debtor’s circumstances and the assets or rights that may serve as security for the debt.
Turning a court ruling into a tangible outcome
Obtaining a favourable judgement does not necessarily mean that the debt will be paid voluntarily.
For this reason, the firm also provides services during the enforcement of a judgement, taking the appropriate procedural steps to ensure that the court’s decision is effectively enforced.
The scope of work may include:
- Application for the enforcement of a judgement;
- Debt update;
- Service of process on the debtor;
- Asset search;
- Seizure of assets;
- Seizure of assets;
- Executive measures provided for by law;
- Objection to the statements made by the defendant;
- Compilation of figures;
- Monitoring until the obligation has been fulfilled.
Strategy for identifying assets and rights
In certain enforcement proceedings, the main challenge is not merely to recognise the debt, but to identify the debtor’s assets that can be used to settle the debt.
The firm specialises in the analysis and submission of asset tracing and asset location measures, using the tools provided by the Judiciary and other legally permissible mechanisms.
Depending on the circumstances of the case, measures such as the following may be considered:
- Search for financial assets;
- Vehicle search;
- Asset search;
- Asset tracing using legally available means;
- Application for attachment;
- Registrations;
- Credit protection measures;
- Other executive measures provided for in the legislation.
All measures are taken within the limits laid down by law and in accordance with the specific circumstances of each case.
Procedural law provides various tools designed to enhance the effectiveness of enforcement.
Depending on the specific circumstances, measures such as the following may be considered:
- Freezing of financial assets;
- Seizure of assets;
- Seizure of vehicles;
- Attachment of rights;
- Preliminary registration;
- Appeal against the court’s decision, where applicable;
- Asset investigations;
- Other executive measures provided for by law.
The choice of measures depends on an analysis of the case, the security, the debtor’s conduct and the available assets.
Defending the company’s interests in legal disputes
Where a commercial dispute cannot be resolved by mutual agreement, the firm acts as the company’s legal representative.
The demands include:
- Bills;
- Executions;
- Enforcement of a judgement;
- Breach of contract;
- Corporate civil liability;
- Compensation;
- Trade disputes;
- Contractual disputes;
- Conflicts between companies;
- Corporate disputes;
- Interim and emergency measures.
Legal proceedings are not always the most efficient option for a company.
Whenever feasible, we assess the possibility of negotiation and settlement of the dispute, seeking solutions that safeguard the client’s economic and strategic interests.
The role may involve:
- Negotiating with clients;
- Negotiations with suppliers;
- Debt renegotiation;
- Debt recovery agreements;
- Debt acknowledgement forms;
- Settlements;
- Out-of-court settlements.
We also provide advice on matters relating to the structure and operation of companies.
The role may involve:
- Incorporation and amendment of companies;
- Contractual amendments;
- Admission and resignation of members;
- Rights and obligations of members;
- Corporate disputes;
- Partial dissolution;
- Asset valuation;
- Corporate reorganisation;
- Guidance for directors and shareholders.
Business activities may give rise to liabilities towards customers, suppliers, partners and third parties.
We provide advisory services – both preventative and litigation-related – on matters relating to:
- Property damage;
- Non-pecuniary damages;
- Breach of contract;
- Failures in the provision of services;
- Liability for products and services;
- Liability of directors, as applicable;
- Compensation.
Legal Advice for Companies in Crisis
Periods of financial difficulty can jeopardise the continuity of business operations, affect cash flow, lead to defaults and put the company’s survival at risk.
In such situations, the Judicial Reorganisation and Out-of-Court Reorganisation may constitute legal instruments designed to restructure the company’s obligations and to seek conditions that will enable it to continue its activities, subject to the requirements and limits laid down by the applicable legislation.
Our firm provides legal advice on analysing a company’s economic and financial situation and on devising appropriate legal measures to deal with corporate crisis scenarios.
Judicial Reorganisation is a procedure designed for companies facing an economic and financial crisis that are seeking to restructure their liabilities, preserve their business operations and overcome the crisis, provided that the legal requirements are met.
Legal services may include:
- Analysis of the company’s legal position;
- Preliminary assessment of the feasibility of remediation;
- Analysis of legal requirements;
- Structuring the legal strategy;
- Preparation of the necessary documentation;
- Preparation and monitoring of the application for judicial reorganisation;
- Monitoring of the process;
- Analysis of claims that are and are not subject to the procedure;
- Guidance on the list of creditors;
- Analysis and monitoring of the recovery plan;
- Advice on negotiations with creditors;
- Attending creditors’ meetings;
- Objections and procedural submissions;
- Monitoring compliance with the plan;
- Defending the company’s interests during the proceedings.
The work is carried out in accordance with the specific characteristics of the company, its economic activity, capital structure, composition of liabilities and prospects for business continuity.
Out-of-court restructuring may be an alternative for companies seeking to negotiate the reorganisation of their debts directly with their creditors, subject to the applicable legal requirements.
The firm can assist with the legal structuring of the transaction, including:
- Analysis of corporate liabilities;
- Identification and classification of creditors;
- Trading strategy;
- Drafting of proposals;
- Negotiations with creditors;
- Drafting and reviewing the out-of-court recovery plan;
- Formalisation of legal instruments;
- Monitoring the judicial approval procedure, where applicable;
- Guidance whilst fulfilling the obligations undertaken.
Out-of-court restructuring may allow for a more negotiated approach to the crisis, and its feasibility should be assessed on a case-by-case basis.
Before opting for a judicial or out-of-court debt restructuring procedure, it is important to assess the structure of the liabilities and the available alternatives.
Legal advice may include:
- Identification and analysis of obligations;
- Identification of the main creditors;
- Analysis of contracts and guarantees;
- Debt negotiation;
- Renegotiation of deadlines;
- Structuring agreements;
- Analysis of execution risks;
- Planning of judicial and extrajudicial measures;
- Assessment of the need for judicial or out-of-court restructuring.
The aim is to identify the legally appropriate course of action for the company’s specific circumstances.
Companies in crisis may face debt collection, legal proceedings and enforcement actions all at the same time.
In such cases, legal action must take into account all the claims and their relationship to the corporate restructuring strategy.
The firm acts, as appropriate, in the following areas:
- Enforcement of securities;
- Enforcement of a judgement;
- Debt recovery proceedings;
- Interim measures;
- Negotiations with creditors;
- Defence in legal proceedings;
- Analysis of attachments and asset seizures;
- Other procedural measures relating to the protection of the company’s interests.
The firm’s practice covers both creditor company, which seeks to recover sums owed to it, in respect of debtor company, which needs to establish a legal framework for a strategy to deal with a crisis situation.
For creditor companies:
- Out-of-court debt collection;
- Debt recovery proceedings;
- Executions;
- Enforcement of a judgement;
- Asset search;
- Executive measures;
- Filing and defence of claims, where applicable.
For companies in debt:
- Debt negotiation;
- Restructuring of liabilities;
- Out-of-court debt recovery;
- Judicial reorganisation;
- Defence in enforcement proceedings;
- Negotiations with creditors;
- Legal advice during the reorganisation process.
This approach enables us to provide a comprehensive overview of the legal relationships between companies, creditors and debtors.
Companies with recurring legal issues can rely on ongoing legal support, tailored to the needs and characteristics of their business.
The work may involve:
Prevention → Advice → Structuring → Negotiation → Litigation → Enforcement → Debt Recovery
This approach enables legal issues to be dealt with in an integrated manner, from preventing the problem in the first place through to the effective recovery of funds or the resolution of the dispute.
We provide legal advice on:
- Micro and small businesses;
- Medium-sized companies;
- Large companies;
- Businesspeople;
- Members;
- Administrators;
- Investors;
- Corporate creditors;
- Service providers;
- Suppliers;
- Companies that need to recover debts.
Get in touch
- (11) 9 7146-7670
- juridico@ferreirademenezes.adv.br
-
Av. Escola Politécnica, 5950, Torre C1,
Rio Pequeno, São Paulo - SP, CEP:05350-000 - Brasil