Best Structured Finance Lawyers in Sao Paulo

About Structured Finance Law in Sao Paulo, Brazil

Structured finance is a specialized area of law and finance that involves complex financial instruments often used to manage risk, raise capital, or enable large-scale transactions. In Sao Paulo, Brazil, structured finance is central to corporate activity, with the city serving as a major financial hub for the country and Latin America. Typical structured finance transactions include securitizations, project finance, real estate financings, and syndicated loans. These arrangements help companies access funding from institutional investors such as banks, pension funds, and investment funds, frequently bundling together assets like receivables, future flows, or other payment rights.

Why You May Need a Lawyer

There are various scenarios where an individual or business may require legal assistance in structured finance in Sao Paulo:

• Structuring and negotiating securitization transactions
• Drafting and reviewing complex financing agreements or trust deeds
• Ensuring compliance with local laws and regulations, such as those imposed by the Central Bank of Brazil (Banco Central) and the Securities Commission (CVM)
• Advising on tax implications and structuring to enhance efficiency
• Navigating cross-border transactions that involve foreign investors or assets
• Dealing with restructuring or insolvency situations involving structured products
• Managing regulatory filings and approvals as required for issuances
• Mitigating legal risks associated with assets that back structured products
• Resolving disputes between parties in structured finance deals

Local Laws Overview

Key aspects of structured finance law in Sao Paulo are governed primarily by federal regulations but are also subject to local practices and the influence of Sao Paulo's financial community. Important elements include:

• Asset-backed Securities: Issued through special purpose entities (SPEs) such as Fundo de Investimento em Direitos Creditórios (FIDCs) or Companhia Securitizadora, regulated by the CVM.
• Central Bank Regulations: The Central Bank oversees many financing structures to prevent money laundering and ensure transparency.
• Trust Law: Trusts (FIDCs) are common in securitization, with strict rules about asset segregation and investor protection.
• Tax Laws: Incentives for certain structures, such as real estate receivables certificates (CRIs) and agribusiness receivables certificates (CRAs), including tax breaks for individual investors.
• Contract Law: Brazilian contract principles apply, but contracts must address issues like default, transfer of assets, and dispute resolution in detail.
• Bankruptcy Law: The impact of bankruptcy proceedings on structured assets is a crucial consideration, especially in making assets bankruptcy-remote.
• Foreign Investment: There are specific procedures and restrictions when foreign investors participate in local securitizations or financial transactions.

Frequently Asked Questions

What is structured finance and how is it used in Sao Paulo, Brazil?

Structured finance refers to financial arrangements that use complex legal and financial tools to raise capital or manage risk, such as securitization, syndicated loans, and project finance. In Sao Paulo, major corporations and financial institutions rely on structured finance to support large-scale projects or refinance assets.

What types of assets are commonly securitized in Brazil?

Commonly securitized assets include credit receivables, such as trade receivables, real estate receivables, agribusiness receivables, and future cash flows from infrastructure projects.

What laws govern structured finance transactions in Sao Paulo?

Structured finance transactions are mainly governed by federal laws, especially those enacted by the Securities and Exchange Commission of Brazil (CVM), Central Bank regulations, and the Brazilian Civil Code for contracts.

Do I need to register a securitization transaction with any authority?

Yes, securitization deals that involve the issuance of securities to the public must be registered with the CVM. Some private placements may follow different registration rules.

Can international investors participate in structured finance deals?

Yes, international investors often participate, but they must comply with Central Bank requirements and register their investment as per Brazilian law.

Are there tax incentives for structured finance transactions?

Certain securities, like CRIs and CRAs, may offer tax incentives or exemptions for individual investors. Legal and tax advisory is necessary to clarify eligibility.

What are the key risks with structured finance in Brazil?

Key risks include regulatory changes, credit risk of underlying assets, tax changes, and the treatment of assets in insolvency or bankruptcy scenarios.

How are disputes resolved in structured finance transactions?

Most contracts specify dispute resolution methods, typically Brazilian courts or arbitration, depending on the transaction structure.

What is a FIDC and how does it work?

A FIDC (Fundo de Investimento em Direitos Creditórios) is an investment fund that acquires credit rights and issues quota shares to investors, often used in securitization.

When should I contact a lawyer in a structured finance context?

You should engage a lawyer as early as possible, ideally at the planning or structuring stage of any significant financial transaction. Early legal advice helps anticipate and mitigate potential legal, tax, and regulatory issues.

Additional Resources

If you are seeking more information or assistance regarding structured finance in Sao Paulo, the following resources and bodies can be useful:

• Securities and Exchange Commission of Brazil (CVM): Regulatory body overseeing securities and structured products
• Central Bank of Brazil (Banco Central do Brasil): Regulation of financial institutions and foreign exchange
• Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais (ANBIMA): Financial market industry association, publishes guidelines and best practices
• OAB/SP (Ordem dos Advogados do Brasil - Sao Paulo Section): The official bar association, can help you find qualified legal professionals specializing in finance
• B3 (Brasil Bolsa Balcão): The main stock and over-the-counter exchange for structured products

Next Steps

If you believe you require legal assistance with a structured finance matter in Sao Paulo, consider the following steps:

• Identify the specific nature of your transaction or legal concern
• Gather all relevant documentation and information
• Seek referrals or consult the OAB/SP directory for qualified structured finance lawyers
• Arrange an initial consultation to discuss your needs and potential strategies
• Work closely with your lawyer to ensure your transaction is properly structured and compliant with all regulations

Legal advice is essential in structured finance to navigate regulatory requirements, mitigate legal risks, and ensure transactions are robust and enforceable. Taking the right steps early on can save significant time and reduce risk in these complex financial operations.