Founded in 1993, Velloza & Girotto Advogados Associados is a Brazilian law firm that blends modernity and tradition. Since inception, it has stated and lived up to its commitment to meet the aspirations of the most demanding national and international groups.
Our diverse client base includes financial institutions, vehicle manufacturers, chemical, pharmaceutical and oil industries, foodstuff retailers and wholesalers, insurance carriers, credit card operators, hotels, construction companies and corporations focused on infrastructure and technology.
Discussions relating to the organization, operation and structure of companies, as well as the interests of shareholders and quotaholders, are the focus of an area of Velloza Advogados that has been in operation for more than two decades and has represented clients from different segments of the economy, such as financial and educational institutions, companies in the automotive, insurance and industrial sectors, among others.
Our team of lawyers is fully qualified to work on the Preparation of Instruments of Constitution, Dissolution and Liquidation of Companies, as well as on the Amendment of Contracts and Bylaws, monitoring of meetings of Management Bodies and Assemblies, approval of accounts, adapting them to the interests of the parties and in accordance with the laws in force.
Within the scope of corporate services, we also work in the analysis and discussion of complex reorganization structures, such as Transformation, Incorporation, Merger and Spin-off, as well as in the formation of Joint Ventures .
We also advise companies in the analysis of aspects inherent to the responsibility of partners and administrators, their rights and obligations, as well as in the preparation of corporate instruments for the issuance of credit securities in general and other securities in Brazil and abroad.
• Corporate Acts (Constitution; Amendment; Assemblies and Meetings of Management Bodies; Dissolution and Liquidation; etc.);
• Corporate Reorganizations (Transformation; Merger; Spin-off; Incorporation; Capital Reduction; etc.);
• Corporate Conflicts;
• Foreign Investment Records with the Central Bank of Brazil;
• Succession Planning;
• Partner and Shareholder Agreements;
• Corporate Governance and Family Governance.
Velloza Advogados works in the creation and review of Insurance Contracts in general and their policies, as well as in Legal Consultancy regarding compliance with the disciplinary rules of Insurance and Reinsurance companies.
Below we list some examples of our expertise:
• Advice on Corporate Restructuring, Partnerships, Joint Ventures , Acquisitions/Disposals of Equity Interests in insurance companies and insurance portfolios, providing all necessary guidance for the conclusion of such operations, especially with regard to regulatory aspects;
• Assistance in establishing new insurance companies and registering them with SUSEP;
• Assistance in the preparation of Corporate Acts for insurance companies, especially with regard to monitoring the prior approval and approval processes before SUSEP;
• Preparation of Opinions on Regulatory Issues related to the area of security,
• Preparation of Contracts and Legal and Regulatory Analysis of security products;
• Extensive work in the litigation sphere, encompassing the filing of legal actions aimed at recovering claims or defending opposing actions, as well as the most relevant tax issues for the sector.
Intellectual Property is the area of Law that aims to guarantee creators/inventors, artists or those responsible for any production of the intellect, in the industrial, scientific, technological, literary or artistic domains, the right to obtain, for a certain period, exclusivity of commercial exploitation and rewards for your work.
Velloza Advogados lawyers work to protect the intellectual assets of their Clients, individuals and legal entities, also safeguarding Personality Rights, such as Image, Name and Voice, as, in times of intense innovation and speed in communication processes, this demand is increasing.
Below we list some examples of our work in the area:
• Research on prior art/viability, protection strategies and filing of applications for Registration of Trademarks, Software , Industrial Designs, Invention Patents and Utility Models in Brazil and abroad;
• Monitoring and management of processes involving Trademarks, Patents, Industrial Designs, Software , among others, before the National Institute of Industrial Property (INPI) and abroad;
• Preparation of Oppositions, Defenses and Appeals in violations due to the improper use of Brands, Patents, Commercial Names, Copyright and situations that constitute Unfair Competition, in the administrative and judicial spheres;
• Negotiation, Review and Preparation of Technology Transfer Agreements, License Terms/Assignment of Intellectual Property and Legal Opinions regarding the payment and remittance of Royalties , including when involving International Treaties;
• Incentive Laws and Notices to promote Culture – consultancy on the classification of companies as possible sponsors or proponents, preparation of the Contracts and Licensing necessary for the execution of the project, both for technical and artistic suppliers, including including the regulation of use of images of those involved. Releases and Licensing of Copyright and Related Rights of the works and professionals involved in each project; It is
• Digital Influencers /Artists/Athletes/Celebrities – preparation and analysis of Contracts, covering the assignment/license of use of Name, Voice and Image in social networks, advertisements (printed or digital), commercials, videos, films, soap operas, series ( WEB or TV), plays, musicals, etc., in Brazil and abroad.
Velloza Advogados Associados has a team fully dedicated to Estate, Tax and Succession Planning. Our team purposefully participates in the process of modeling the most appropriate asset protection and preservation solution available under Brazilian and foreign law, considering the personal and asset specificities of each family nucleus.
Our consultancy is carried out using a multidisciplinary approach, covering:
(i) detailed assessment of the current family and asset structure; It is
(ii) restructuring recommendations that provide maximum efficiency and security in tax and management matters aimed at achieving the family's objectives, including advice on the implementation and reinforcement of governance policies.
• Pre-immigration and emigration consultancy. We have extensive experience in tax residence transfer projects to or from abroad and their conduct together with local and international financial and legal advisors;
• Preparation of Pacts, Wills, Family Agreements, Governance Policies, Establishment of Family Assets, Donation Contracts with protective clauses (incommunicability, non-attachability, inalienability, reversion) with or without reservation of political and/or economic usufruct;
• Constitution of family holdings (to house properties, corporate or equity interests) in Brazil and abroad based on a thorough analysis of corporate elements (special classes of participation, specific prerogatives, among others), tax impacts and other legal implications;
• Prenuptial Agreements, Marriage Agreements, Regularization of Stable Unions, Change of Property Regime, Divorces, Partitions and Extrajudicial Inventories;
• Preparation of powers of attorney with broad powers or for specific acts, notarial minutes or deeds declaring a possible situation of incapacity, Advance Directives, Appointment of Curator and Guardian;
• Review and advice on the preparation of Income Tax Declarations and Declaration of Brazilian Capital Abroad (DCBE), as well as acting on administrative procedures to regularize these;
• Assistance for collecting State Tax on Transmission Causa Mortis and/or Donation (ITCMD) of assets located in Brazil and abroad;
• Analysis and recommendations, from a Brazilian legal and tax perspective, relating to investments made by individuals and family groups abroad.
This segment also includes assistance to (i) family businesses and their members in matters of Family and Succession Law, whether in the contentious sphere or in the prevention or composition thereof, by recommending, in each case, the referral of solution best suited to the legal security of the client's interests; and (ii) individuals undergoing divorce and dissolution of a stable union, change in property regime, execution of wills, and related issues.
Velloza Advogados serves Developers, Construction Companies, Investors and Companies in general, in the different segments of the Real Estate Area, providing Judicial and Extrajudicial Advice, nationally and internationally.
Velloza Advogados is also able to serve clients in the most diverse segments of the industry, including Transport, Ports, Naval, Aeronautical, Logistics, Electricity, Oil & Gas, Mining, Steel, Telecommunications, Basic Sanitation, among others, for advice on all the contractual aspects related to the Development of Infrastructure Projects, including, also, Advice on Public Tender Processes and Public-Private Partnerships (PPP).
Furthermore, in relation to real estate activities, we offer advisory services in Financial Operations Linked to Real Estate Collateral, Securitization of Real Estate Receivables and Real Estate Investment Funds.
Finally, Velloza Advogados has expertise in Negotiation, Structuring and Implementation of Project Finance Operations , with the support of other specialized areas of the office, always aiming to complete the operations.
Below we list some examples of our experience involving Real Estate, Infrastructure and Project Finance :
• Preparation and Negotiation of Contracts (Lease, Built to Suit ; Assignment of Acquisitive Rights, Purchase and Sale Commitment, Re-sale, Exchange, Usufruct, Lease, Purchase Options, Shopping Center);
• Assistance in the preparation/revision of definitive purchase and sale deeds;
• Preparation of Legal Opinions;
• Assessment of the risks involved in Acquisition, Exchange and Lending Operations;
• Legal Diligence;
• Constitution of Personal and Real Guarantees;
• Regularization of regimes and endorsements;
• Condominium Structuring
The office offers a wide range of services in the Labor, Work Accidents and Social Security Area, including participation in the development of Labor Routines and Practices, such as Drafting Employment and Service Provider Contracts, Negotiation of Conventions and assistance in all scopes of labor relations.
We also work in Labor Litigation and in negotiations aimed at its resolution, as well as in the assessment of labor liabilities.
Experienced and qualified professionals make up the Velloza Advogados team in the area of Labor Law and Social Security. Operating throughout the country, we advise on both legal matters and the preparation of legal opinions.
Services in the Labor and Social Security area include, in summary:
Labor Advisory:
• Consultations and Opinions;
• Drafting, reviewing and analyzing contracts and other documents concerning the employment relationship;
• Drafting, reviewing and analyzing contracts for outsourced service providers and commercial representatives;
• Assistance in the preparation of Benefits, Salaries and Remuneration Plans, including Individual and Collective Agreements;
• Assistance in implementing and complying with occupational safety and health standards;
• Assistance in the development of the company's internal standards, policies and procedures;
• Issuing opinions on Executive Remuneration, Corporate Governance, Compliance Standards , Impatriates and Expatriates, and the Remuneration of Administrators of Financial Institutions (BACEN Resolution No. 3,921/2010), as well as the preparation and discussion of Profit Sharing Programs and Results (“PLR”), Remuneration Policy for Financial Institution Administrators, and Codes of Ethics and Conduct.
• Assistance in the social security area for companies in relation to the retention and payment of contributions to the National Social Security Institute (INSS), owed by the company itself as an employer, as well as in cases of retention resulting from the assignment of labor, contract work and those relating to individual taxpayers.
• Labor Audits, including due diligence related to mergers and incorporations;
• Calculations of Labor Contingencies;
Labor Litigation:
• Defense and Sponsorship of Labor Claims;
• Defense and Sponsorship of Actions for Work Accidents and Occupational Diseases
• Defense in Labor Infraction Notices;
• Defense and Sponsorship in Investigative Procedures and Public Civil Actions promoted by the Public Ministry of Labor
In order to keep our clients updated on the matters listed above, we frequently prepare newsletters and presentations internally and in large associations with the main topics discussed at the time.
The Civil Litigation and Arbitration area of Velloza Advogados operates at all levels of the Judiciary and Arbitration Chambers, representing cases involving different matters, such as Civil and Contract Liability, Real Estate Law, Credit Recovery, Judicial Recovery, Bankruptcy, Intellectual Property , Business Law, Consumer Law and Capital Markets.
The specialized services of the Civil Litigation and Arbitration team allow the firm to achieve a high level of quality in extremely complex cases, with recognized success in defending the client's interests.
The predominant characteristic in this area is the personal relationship with clients and the agility in making decisions, which also allows us to provide support for the various issues they face in their daily business lives.
Also included in this area is advice to (i) family businesses and their members in matters of Family and Succession Law, whether in the contentious sphere or in the prevention or composition thereof, by recommending, in each case, the referral of solution best suited to the legal security of the client's interests; and (ii) individuals undergoing divorce and dissolution of a stable union, change in property regime, execution of wills, and related issues.
The firm's operations have national scope through branches in Brasília and Rio de Janeiro, in addition to partnerships in different locations.
The Civil Litigation and Arbitration area of Velloza Advogados operates at all levels of the Judiciary and Arbitration Chambers, representing cases involving different matters, such as Civil and Contract Liability, Real Estate Law, Credit Recovery, Judicial Recovery, Bankruptcy, Intellectual Property , Business Law, Consumer Law and Capital Markets.
The specialized services of the Civil Litigation and Arbitration team allow the firm to achieve a high level of quality in extremely complex cases, with recognized success in defending the client's interests.
The predominant characteristic in this area is the personal relationship with clients and the agility in making decisions, which also allows us to provide support for the various issues they face in their daily business lives.
Also included in this area is advice to (i) family businesses and their members in matters of Family and Succession Law, whether in the contentious sphere or in the prevention or composition thereof, by recommending, in each case, the referral of solution best suited to the legal security of the client's interests; and (ii) individuals undergoing divorce and dissolution of a stable union, change in property regime, execution of wills, and related issues.
The firm's operations have national scope through branches in Brasília and Rio de Janeiro, in addition to partnerships in different locations.
