CCSM (Caldeira, Cernadas, Sousa Magalhães e Associados)

Corporate and Business

Our law firm is committed to this area of practice in a particularly strong way and has a renowned and experienced team in charge of dealing with matters of commercial and companies’ law. Our lawyers frequently advise and represent domestic and international businesses and corporate groups, namely in cross-border transactions and litigations.

In this area of practice, our lawyers act mainly in two angles: a preventive one, providing clients with advice with the purpose of avoiding conflicts of commercial and corporate nature; and in a reactive angle, managing commercial and corporate conflicts and representing clients in disputes of such nature.

As for the preventive angle, we support clients with the incorporation and winding up of companies, as well as with all matters arising from the typical corporate life (shareholders and board of directors meetings and their minutes, books for the registration of shares, sale of shares and parts in limited liability companies, increases of capital, articles of association and side shareholders agreements, corporate governance in general). We also carry out auditing or legal due diligences.

Furthermore, we support our clients with the negotiation, drafting and review of all kinds of commercial contracts, such as sale and purchase agreements and promissory agreements, distribution, agency, supply, provision of services, joint-venture, licensing and non-standard commercial contracts, as well as financing operations (equity financing or borrowed capital).

We represent clients in matters of corporate restructurings, providing advice in operations of incorporation and restructuring of businesses and corporate groups, mergers, demergers, acquisitions and transformations of companies (M&A area).

In a reactive angle, we represent clients in commercial and corporate conflicts and in court proceedings of the same nature (challenging of corporate resolutions, civil liability proceedings against managers or directors, among others).

We also provide advice in areas of practice connected with the commercial and corporate areas, when the nature of the specific transation or issue justifies it, as antitrust law, intellectual and industrial property and others.

• Incorporation and winding up of companies
• Corporate governance (minutes, transfer of parts in limited liability companies, sale and purchase of shares, increases of capital, articles of association, side shareholders agreements, etc.)
• Auditing and due diligence processes
• Commercial contracts (sale and purchase, distribution, agency, etc.)
• Businesses restructurings (M&A)
• Commercial and corporate conflicts
• Commercial and corporate lawsuits (challenging of corporate resolutions, civil liability proceedings against managers or directors, etc).
• Related areas: antitrust, intellectual and industrial property, etc.

Litigation and Arbitration

Our litigation and arbitration team is focused on the representation of clients in all kinds of court proceedings, as well as in domestic and international arbitrations.

Our lawyers act on behalf of our clients protecting their interests with determination and tenacity – which also entails the ability to provide advice and manage out-of-court negotiations for the resolution of disputes.

We also have a subarea dedicated to the debt collection and recovery of credits. Our lawyers act promptly and assertively in representation of clients, demanding payment to debtors, negotiating credits, initiating orders’ procedures or enforced recovery proceedings or filing declarations of claims in bankruptcy proceedings.

• Court proceedings
• Arbitration (domestic and international)
• Out of court negotiations and dispute resolution
• Collection of debts
• Orders’ procedures
• PER and SIREV
• Bankruptcy proceedings

Criminal and Administrative Offences

Our firm has a particularly strong reputation and tradition in the areas of criminal law and administrative offences, with special practice in economic and financial crime.

First of all, our team provides preventive advice to companies and their managers and directors, with the purpose of adapting internal practices, developing compliance programmes and thereby preventing the committing of acts with criminal or administrative consequences. Among others, we draft codes of conduct and regulations for anticorruption and money loundering prevention.

Whenever required, our lawyers ensure the representation of clients – as defendants or victims - in criminal and administrative offences proceedings, providing support and advice throughout their different stages.

The partner who coordinates this practice area is a professor with numerous published works about criminal and administrative offences law, and he is also a frequent speaker in conferences and training sessions for lawyers and judges.

• Main practice areas in economic and financial crime (money laundering, economic crimes, tax crimes and corruption)
• Preventive advice
• Representation in proceedings of criminal or administrative nature
• Strong practice in the administrative offences area (environment, traffic offences, among others)
• Advice in sanction procedures of disciplinary nature

Family, Minors and Inheritances

Practice area dedicated to the counselling, mediation and resolution of family conflicts. Our lawyers understand the particular sensitivity of all matters related with family law and are capable of properly supporting all clients going through – or wishing to avoid – family conflicts.

Our team further provides advice in all matters related with minor children, in particular to what regards parental responsibility or children’s custody after divorce. We also represent clients in court proceedings for the declaration of incapacity due to mental illness, alcohol or drugs’ addiction and others.

In the property or assets field, our team provides advice and represents clients in property division proceedings (following divorce, separation or death), being also able to support clients in matters of last wills and testaments.

• Pre-nuptial agreements
• Non-marital partnerships
• Divorce and separation of property
• Parental responsibility or children’s custody
• Adoption
• Declaration of incapacity of legal age people
• Last wills and testaments (including vital testament)
• Property division proceedings

Family, Minors and Inheritances

Practice area dedicated to the counselling, mediation and resolution of family conflicts. Our lawyers understand the particular sensitivity of all matters related with family law and are capable of properly supporting all clients going through – or wishing to avoid – family conflicts.

Our team further provides advice in all matters related with minor children, in particular to what regards parental responsibility or children’s custody after divorce. We also represent clients in court proceedings for the declaration of incapacity due to mental illness, alcohol or drugs’ addiction and others.

In the property or assets field, our team provides advice and represents clients in property division proceedings (following divorce, separation or death), being also able to support clients in matters of last wills and testaments.

• Pre-nuptial agreements
• Non-marital partnerships
• Divorce and separation of property
• Parental responsibility or children’s custody
• Adoption
• Declaration of incapacity of legal age people
• Last wills and testaments (including vital testament)
• Property division proceedings

Employment

Our employment team is mainly focused on advising businesses on day-to-day issues connected with employment law and social security, frequently providing assistance to human resources departments. Furthermore, our team provides advice to workers in all matters related with their employment relationships and with social benefits.

In this area, our lawyers support clients in all issues that may occur from employment relationships, such as negotiation, drafting and termination of all kinds of employment contracts, taking part in the negotiation of collective and company-level agreements, providing advice and coordinating business restructuring processes (including collective lay-offs) and disciplinary proceedings, calculating labour credits, among others.

Our team also often represents clients in judicial proceedings at the employment courts, as well as in administrative proceedings by the Authority for Work Conditions and the Social Security.

• Negotiation, drafting and termination of all kinds of employment contracts
• Agreements of exclusivity, non-competition and permanence
• Non-disclosure agreements
• Transfer of undertakings
• Collective negotiations
• Businesses restructuring
• Disciplinary proceedings
• Judicial and administrative offences proceedings
• Employment and social security auditing
• Dismissals
• Work accidents