Melhores Advogados de Financiamento Estruturado em São Paulo

1. About Financiamento Estruturado Law in São Paulo, Brasil

Financiamento Estruturado refers to financing arrangements that bundle cash flows from assets into securities or notes sold to investors. In São Paulo, these structures are commonly used for large real estate developments, infrastructure projects, and receivables backed facilities. The legal framework is primarily federal and overseen by regulators such as CVM and BACEN, with local implications for taxes, licensing, and contractual enforceability. This guide explains how the law works in São Paulo and what residents should consider when seeking legal advice.

Structured finance in Brazil relies on sophisticated contract design, risk allocation, and compliance with securities market rules. In practice, SP projects often involve special purpose vehicles (SPVs), trustee arrangements, and asset backed securities like CRIs and CRAs. A qualified attorney can help navigate cross border issues, investor protections, and applicable local tax rules. Always seek counsel before entering complex financing structures to avoid future disputes.

Key players in São Paulo include developers, investors, banks, trustees, and rating agencies. Attorneys in this space must understand corporate law, tax law, and securities regulation. This combination ensures that structuring documents are robust and enforceable across jurisdictions within Brazil.

2. Why You May Need a Lawyer

• A São Paulo real estate developer plans to issue CRI backed by a portfolio of condominium receivables. A lawyer ensures the SPV is properly formed, the securitization structure complies with CVM rules, and tax efficiency is maximized while safeguarding investor rights.

• An investor buys notes linked to a public infrastructure project in the state of São Paulo. Legal counsel conducts due diligence on asset quality, transfer restrictions, and default remedies, reducing the risk of future disputes with trustees or originators.

• A bank in São Paulo wants to securitize a pool of commercial loans. Counsel drafts the trust deed, inter creditor agreements, and substitution and substitution rights, ensuring alignment with regulatory requirements and risk transfer goals.

• A São Paulo construction firm seeks funding through a CRA or CRI for a mixed used development. A lawyer coordinates asset custody, securitization mechanics, and compliance with CVM disclosure obligations to minimize execution risk.

• A small business in Campinas or a SP border city plans receivable securitization and needs to understand eligibility, structure choices, and ongoing reporting obligations. Legal guidance helps avoid misclassification and tax issues.

• Disputes arise over misrepresentation, valuation, or mispricing in a structured finance transaction. A São Paulo attorney can lead negotiation, modify terms through amendments, and pursue remedies in court or via arbitration as needed.

3. Local Laws Overview

Structured finance in Brazil operates under a federal regulatory framework, with São Paulo residents benefiting from federal protections and local implementation. Below are two to three key statutory and regulatory pillars commonly referenced in SP deals.

• Lei das Sociedades Anonimais (Lei nº 6.404/1976) - Governs the issuance and trading of securities by corporations and sets forth corporate governance, disclosure, and fiduciary duties. This statute underpins many structured finance transactions in which public or privately held entities issue securities backed by assets. Effective since 1976, with numerous amendments over the years.
• Regulatory framework for securitization and credit receivables - Brazil relies on a federal regime supervised by CVM and the Central Bank for securitization vehicles and credit backed instruments such as CRIs, CRAs, and FIDCs. These activities are conducted through SPVs and trustees, with documentation and disclosures governed by CVM rules and CMN regulations. See official CVM and Central Bank guidance for current requirements.
• Instruções e resoluções do CVM aplicáveis a ofertas de valor mobiliário e notas estruturadas - Brazilian securities regulators provide detailed rules for the issuance, registration, disclosure, and trading of notes and structured products. SP investors should rely on CVM guidance to ensure legality of offers, prospectuses, and risk disclosures. Always confirm the exact instrument type and applicable instruction before proceeding.

For detailed and up to date guidance, consult official resources from the regulator and the Central Bank. This is particularly important when structuring deals in São Paulo that cross jurisdictional boundaries or involve multiple asset types.

Practical note: while the laws themselves are national, São Paulo champions local tax and regulatory considerations that can affect structuring choices. See the official resources for current requirements on filings, disclosures, and tax treatment in the state of São Paulo.

Notas estruturadas e instrumentos de securitização são regulamentados pela CVM e pelo BC, com regras para ofertas públicas e securitização de créditos.

Official guidance and updates come from the national regulator CVM and the Central Bank, with SP state tax authorities providing complementary rules where applicable. See the references below for links to government sources.

Useful references for official guidance on structured finance in Brazil include:

CVM - Regulamenta ofertas públicas, notas estruturadas e mercados de capitais no Brasil.

Banco Central do Brasil - Regula sistemas financeiros, securitização de créditos e instrumentos de crédito.

Secretaria da Fazenda do Estado de São Paulo - Gestão de tributos estaduais relevantes para estruturas de financiamento em SP.

4. Frequently Asked Questions

What is Financiamento Estruturado in São Paulo?

Financiamento Estruturado envolve transformar fluxos de caixa de ativos em títulos ou notes vendidos a investidores. In São Paulo, common assets include receivables, real estate projects, and infrastructure contracts. Regulators require clear risk allocation and disclosure to protect investors.

How do notes estruturadas differ from simple loans in SP deals?

Notas estruturadas combine credit risk, derivatives, and asset-backed features. They allow risk transfer to investors and may offer tax or liquidity advantages. However, they require complex documentation and regulatory compliance.

When should I hire a lawyer for a structured finance deal in SP?

Engage a lawyer before drafting term sheets or SPV formation. Early counsel prevents misalignment of tax, securities, and contractual rights. Timely advice reduces potential disputes later in the transaction.

Where can I file a structured finance offering in Brazil?

Public offerings must typically be registered with the CVM and follow CVM rules. The registration often involves prospectuses, disclosures, and ongoing reporting. A local São Paulo attorney can coordinate with national regulators as needed.

Why are CVM rules important for structured finance in SP?

CVM rules ensure investor protection and market integrity in Brazil. They govern disclosure, eligibility of investors, and compliance obligations. Violations can trigger penalties, liability, and restatement requirements.

Can I use a Brazilian FIDC for my SP project?

FIDCs are common for securitizing receivables in Brazil. They require a trust structure, qualified investors, and specific reporting. Counsel helps determine eligibility and compliance with CVM and CMN guidance.

Should I hire a local São Paulo law firm or a national firm?

A local SP firm understands state tax nuances, local authorities, and market practices. A national firm offers broader regulatory access for cross-border or multi-state deals. Many clients use a hybrid approach for best coverage.

Do I need a trustee for a CRI or CRA issue?

Trustees are typically required to hold assets on behalf of noteholders in securitization deals. Counsel ensures the trustee's powers, duties, and remedies are clearly documented. This reduces enforcement risk and governance conflicts.

Is the timeline for securing approvals in SP typically longer than 3 months?

Timing depends on deal complexity and regulator responsiveness. A straightforward CRI with a single asset may take around 8 to 14 weeks, while larger multi-asset structures can exceed 6 months. Early planning helps manage expectations.

How much do legal fees for structured finance in SP typically cost?

Legal costs vary by project complexity, asset type, and the law firm. Expect assessable fees for contract drafting, due diligence, and regulatory filings. Get a detailed estimate in writing before engagement.

What is the difference between a CRI and a CRA?

CRI stands for Certificado de Recebíveis Imobiliários and backs real estate receivables. CRA stands for Certificado de Recebíveis do Agronegócio and backs agribusiness receivables. Both are asset-backed securities but focus on different asset classes.

How do tax implications affect structured finance in SP?

Tax treatment depends on asset type, SPV structure, and investor profile. Some structures may offer tax efficiencies, while others incur withholding or transfer taxes. Always coordinate with tax counsel to optimize tax outcomes.

5. Additional Resources

• CVM - Brazilian securities regulator; provides guidance on notes estruturadas, SPVs, and public offerings. https://www.cvm.gov.br
• Banco Central do Brasil - Regulates financial institutions and securitization of credits; publishes rules and circulars affecting structured finance. https://www.bcb.gov.br
• Secretaria da Fazenda do Estado de São Paulo - State tax authority; provides information on SP tax compliance for financing structures. https://www.fazenda.sp.gov.br

6. Next Steps

1. Define your project and asset types with as much specificity as possible, including asset pools, anticipated timelines, and investor profile. This will shape the structure and regulatory approach.
2. Gather all relevant documents and financial statements for the SPV, originator, and assets. Prepare prior to initial consultations with counsel to speed up due diligence.
3. Consult a São Paulo attorney specializing in Financiamento Estruturado and securities regulation. Share your objectives, assets, and any cross-border considerations for tailored guidance.
4. Obtain bids from 2-3 law firms with demonstrated experience in CRIs, CRAs, and FIDCs. Request a detailed scope, timeline, and fee structure before engagement.
5. Draft the engagement and confirm governance terms, including the trustee, custodian, and paying agent requirements. Ensure responsibilities and remedies are clearly defined.
6. Proceed with structuring, regulatory filings, and disclosures as required by CVM and CMN guidelines. Build in a realistic timeline and a plan for ongoing reporting.