Candido Martins Advogados
Brazil Guide 2024
About
Firm Overview:
Candido Martins Advogados is a Brazilian law firm focused on Private Equity and M&A transactions. The firm’s team combines solid academic background with substantial legal experience and its attorneys are known for their analytical skills and their care when serving clients. While handling complex cases, Candido Martins team focus on innovative service and address clients’ immediate needs as well as their longer-term strategic goals.
Partners: Alamy Candido, Henrique Martins, Daniel Rodrigues Alves, Tatiana Cappa Chiaradia, Arthur de Paula, Raphael Pires, Mateus Lopes da Silva Leite.
Practice Areas:
M&A and Corporate:
Candido Martins DNA is mergers and acquisitions. The firm advises domestic and foreign clients in investment, joint ventures and divestment transactions, assisting both buy-side – private equity funds or strategic investors – and sell-side – usually family-owned companies or private equity funds in divestment processes.
The firm’s tax area also actively participates in negotiations from the outset, allowing clients to have a more agile and complete understanding of the tax impacts of the transaction. The scope of the firm’s work includes the drafting and negotiation of definitive contracts, as well as conducting due diligence.
In relation to corporate, Candido Martins assists in the day to day of the invested companies, acting in relation to the incorporation of companies and preparation of corporate acts; the structuring of stock option plans and implementation of corporate governance rules; the negotiation, analysis and drafting of commercial and strategic contracts; and also advising international clients in the planning and conduct of investments in the country, including the respective registrations of investments with the Central Bank and the Brazilian Securities Commission (CVM), with emphasis on private equity funds
Private Equity:
Candido Martins advises domestic and foreign private equity funds in its investments in Brazil, from the conception and incorporation of the most appropriate vehicle for the investment, to preparation of related corporate acts, filing with the competent authorities and negotiating the mergers and acquisition transactions corresponding to the investment. Upon divestment, the firm advises private equity funds on their exit, either through a private sale or a public offering. It also advises managers and administrators, as well as investors, in the structuring of investment funds in Brazil, assisting in the incorporation, regulatory aspects, registrations and governance rules of investment funds.
Tax:
Candido Martins’ tax area is one of the pillars of the firm. It’s work included the analysis and implementation of tax structures related to acquisition processes, control sales, mergers, amalgamations and corporate reorganizations in general; the preparation of risk assessment in mergers and acquisitions processes, including interaction with auditors and accountants; assistance to domestic and foreign clients in the structuring of their business in Brazil with the verification of the most appropriate tax procedures to their respective areas of activity; assistance in the tax consulting tax area, with the purpose of avoiding future tax contingencies; drafting of legal opinions and memoranda addressing clients’ inquiries on tax matters; representation in tax lawsuits.
Wealth Planning:
The joint action of the corporate and tax areas is also present in the structuring of estate and wealth planning of executives and families seeking the firm for this purpose, including the incorporation of holdings or funds, the assistance in the adoption of corporate governance practices and management, with the execution of shareholders’ agreements and corporate mechanisms that ensure the perpetuity of the net worth, always in light of tax efficiency.
Adding Candido Martins know-how to the inheritance and family rules provided for in the civil law, the firm presents solutions that allow the organization of the family new worth and ensure its continuity in the future, by regulating the rights and obligations that will be the responsibility of the heirs.
Banking and Capital Markets:
Candido Martins advises clients on banking and capital markets financing through syndicated loans, bilateral loans, Credit Notes (CCBs) and issuance of debt securities through restricted offerings such as debentures, promissory notes, Agribusiness Receivables Certificate (CRA) and Real Estate Receivables Certificates (CRI). The firm has also solid experience in debt restructuring and refinancing.The firmoperates at every stage of the process, from the preparation and negotiation of debt instruments, legal review to the registration of all acts with the competent authorities and the issuance of legal opinions.
Clients:
Candido Martins client base is comprised of private equity firms, family owned business and large national and international corporations from several sectors.
Firm Overview:
Candido Martins Advogados is a Brazilian law firm focused on Private Equity and M&A transactions. The firm’s team combines solid academic background with substantial legal experience and its attorneys are known for their analytical skills and their care when serving clients. While handling complex cases, Candido Martins team focus on innovative service and address clients’ immediate needs as well as their longer-term strategic goals.
Partners: Alamy Candido, Henrique Martins, Daniel Rodrigues Alves, Tatiana Cappa Chiaradia, Arthur de Paula, Raphael Pires, Mateus Lopes da Silva Leite.
Practice Areas:
M&A and Corporate:
Candido Martins DNA is mergers and acquisitions. The firm advises domestic and foreign clients in investment, joint ventures and divestment transactions, assisting both buy-side – private equity funds or strategic investors – and sell-side – usually family-owned companies or private equity funds in divestment processes.
The firm’s tax area also actively participates in negotiations from the outset, allowing clients to have a more agile and complete understanding of the tax impacts of the transaction. The scope of the firm’s work includes the drafting and negotiation of definitive contracts, as well as conducting due diligence.
In relation to corporate, Candido Martins assists in the day to day of the invested companies, acting in relation to the incorporation of companies and preparation of corporate acts; the structuring of stock option plans and implementation of corporate governance rules; the negotiation, analysis and drafting of commercial and strategic contracts; and also advising international clients in the planning and conduct of investments in the country, including the respective registrations of investments with the Central Bank and the Brazilian Securities Commission (CVM), with emphasis on private equity funds
Private Equity:
Candido Martins advises domestic and foreign private equity funds in its investments in Brazil, from the conception and incorporation of the most appropriate vehicle for the investment, to preparation of related corporate acts, filing with the competent authorities and negotiating the mergers and acquisition transactions corresponding to the investment. Upon divestment, the firm advises private equity funds on their exit, either through a private sale or a public offering. It also advises managers and administrators, as well as investors, in the structuring of investment funds in Brazil, assisting in the incorporation, regulatory aspects, registrations and governance rules of investment funds.
Tax:
Candido Martins’ tax area is one of the pillars of the firm. It’s work included the analysis and implementation of tax structures related to acquisition processes, control sales, mergers, amalgamations and corporate reorganizations in general; the preparation of risk assessment in mergers and acquisitions processes, including interaction with auditors and accountants; assistance to domestic and foreign clients in the structuring of their business in Brazil with the verification of the most appropriate tax procedures to their respective areas of activity; assistance in the tax consulting tax area, with the purpose of avoiding future tax contingencies; drafting of legal opinions and memoranda addressing clients’ inquiries on tax matters; representation in tax lawsuits.
Wealth Planning:
The joint action of the corporate and tax areas is also present in the structuring of estate and wealth planning of executives and families seeking the firm for this purpose, including the incorporation of holdings or funds, the assistance in the adoption of corporate governance practices and management, with the execution of shareholders’ agreements and corporate mechanisms that ensure the perpetuity of the net worth, always in light of tax efficiency.
Adding Candido Martins know-how to the inheritance and family rules provided for in the civil law, the firm presents solutions that allow the organization of the family new worth and ensure its continuity in the future, by regulating the rights and obligations that will be the responsibility of the heirs.
Banking and Capital Markets:
Candido Martins advises clients on banking and capital markets financing through syndicated loans, bilateral loans, Credit Notes (CCBs) and issuance of debt securities through restricted offerings such as debentures, promissory notes, Agribusiness Receivables Certificate (CRA) and Real Estate Receivables Certificates (CRI). The firm has also solid experience in debt restructuring and refinancing.The firmoperates at every stage of the process, from the preparation and negotiation of debt instruments, legal review to the registration of all acts with the competent authorities and the issuance of legal opinions.
Clients:
Candido Martins client base is comprised of private equity firms, family owned business and large national and international corporations from several sectors.
Ranked Offices
Provided by Candido Martins Advogados
- São Paulo - SPRua Joaquim Floriano, 960, 9th floor, cj. 92, Itaim Bibi, São Paulo - SP, Sao Paulo, Brazil, 04534-004
- Web: www.candidomartins.com.br
- Tel: + 55 11 5545-4010
- Fax: + 55 11 5545-4010
- View ranked office
Candido Martins Advogados rankings
Articles, highlights and press releases
29 items provided by Candido Martins Advogados
Change in the rule on the choice of forum by the parties: a point for arbitration
Enacted a few months ago, Law No. 14,879 amended Article 63 of the Civil Procedure Code, modifying the already well-established rule regarding the choice of forum clause. Before the legislative change, with a few exceptions, the parties to a contract could freely agree on the forum responsible
Who has the final say? Contradiction in the publication of the new Carf precedent on joint liability
Stare decisis (precedent) in Portuguese is “súmula”, a word derived from the Latin summa, which means synthesis. It is nothing more than a summary that consolidates the understanding and redirects the judgments of a Court regarding a given topic.
What is the future of Interest on Equity?
Brazil is on the verge of a significant transformation in its tax system and one of the controversial points of this reform is the future of Interest on Equity (JCP).
What are the limits to the tax advantages granted to non-resident investors in Brazil?
In some situations, Brazilian tax legislation grants different treatment to non-resident investors in the country, especially those who invest in the stock market. However, it is important that taxpayers do not over-interpret these benefits and observe the limits, especially with regard to the...
Bills that marked the area of Estate and Succession Planning in the first half of the year
As we approach the end of the first half of the year, we highlight two bills presented to the National Congress that could significantly change the estate and succession planning of many families.
Pay attention when drafting your arbitration clause
Corporate discussions are leading the matters submitted to arbitration in Brazil1. Neglecting to draft the arbitration clause – the one that establishes arbitration as the method of resolving conflicts in a given contract – can generate unnecessary headaches. Best to avoid them
How to interpret tax issues of hiring through legal entity?
One of the themes that we identify most frequently in due diligence processes in M&A transactions, especially in sectors that use intensive labor, such as technology, or when it comes to strategic management positions, is that of hiring through legal entities, what we call in Brazil, “pejotização”.
Tax Reform from a pink perspective
This March, in celebration of International Women’s Day (March 8th), we decided to compile a list of tax innovations aimed at women.
CMN regulates concepts of Investment Entity and Credit Rights
The National Monetary Council (CMN), with the publication of CMN Resolution No. 5,111, of December 21, 2023 (“Resolution”), regulated the concept of Investment Entity and qualified the definition of Credit Rights...
Legal Framework for Warranties: administration of a linked account before the Public Notary in M&A
With the publication of the Legal Framework for Warrantees (Law No. 14,711 of October 30, 2023), the Notary’s Law (Law No. 8,935 of November 18, 1994) was amended in order to allow the administration of a linked bank account, the so called “Escrow account”, before the notary’s office.
2024: the future of tax law has already begun
If 2023 was registered by innovations in the legislation related to tax practice, 2024 could be the year in which we begin to experience a new environment for business.
Capital reduction of companies abroad: why is there still confusion?
Tax authorities and taxpayers continue to fight battles, the most recent being the reduction of capital of companies abroad.
PLR (profit sharing) paid to officers and directors of companies without INSS: is it possible?
PLR, profit sharing, paid to workers, does not incur in social security taxes (INSS). What about PLR paid to company officers and directors? Does it incur in INSS? Taxpayers interpreted Federal Law No. 10,101/2000 to say no. The tax authorities understood that it did and fined the companies.
A sigh in the judiciary and a suffocation in the administrative courts
It has been years since there has been a definition in the Administrative Council of Tax Appeals (Carf) on the amortization of goodwill, especially with regard to the controversy involving vehicle companies or internal goodwill.
After the introduction of the SAF Law (Law No. 14,193, of August 6, 2021) into the Brazilian legal system, creating new paths for making investments in the world of football, several questions arose about the view of the Securities and Exchange Commission (CVM)...
Check out brief comments on the various proposals relating to tax issues that will be debated in this second semester.
Another year has gone by! That is 13 in total! And here I am sharing my thoughts about our last 12 months, or in fact about the last 13 years!
Media for Equity: How companies are funding themselves without spending a penny
Risk aversion, high interest rates and a lot of caution. This is the scenario observed by those looking for funds in 2023. However, many companies (especially startups) are looking to realize their business plans without money and debt. But how is this possible?
Federal taxation of software: increase in the tax burden and new disputes with the Tax Authorities
The taxation of operations involving software has been controversial for over a decade and 2023 has been a year of relevant news on the subject.
Advancements and uncertainties about the bill that changes Brazil’s Law of Corporations
Early last month, June 2023, Brazil’s Ministry of Finance presented a reform bill (PL 2925/2023) which proposes relevant changes to the Brazil’s Law of Corporations (Law 6.404/76) and to Law 6.385/76, which deals with the Brazilian securities market.
Provisional Measures: what to expect?
Since the beginning of 2023, some provisional measures (MPs) have been published on different topics, of which some involve legislative changes related to tax issues. What is surprising is that, although some of them bring positive changes to the country, they are not being approved.
MP nº 1,171/2023: in practice, what changes for your investments?
As widely reported in the media, Provisional Measure (MP) No. 1,171/2023 was published on April 30, 2023, which imposes relevant changes in the taxation of individuals residing in the country with investments abroad.
Class actions of investors of corporations in Brazil
Federal Government will propose a new package of measures to Congress
In the year of waiting for changes, let’s start with the STF and the Agro Fee
The Federal Supreme Court (STF) has been bombarded in recent years with heavy criticism of the conduct of its decisions, especially with regard to the latest decisions in the tax area.
No one is a prophet in his/her own country. How to be better prepared for an M&A
M&A transactions (mergers and acquisitions) are in Candido Martins’ DNA. Throughout our almost 13 years of history, we experienced more than 300 transactions with sellers and buyers.
Vote of confidence: the tax reform deserves ours!
Brazil receives a lot of influence from the United States. Positive and negative. Why not focus on the positive influence of good faith? North American culture is focused on the assumption of good faith.
The coming and going of the casting vote
The Administrative Council for Tax Appeals (CARF) is a bench of judges of equal number (pair), under the auspices of the Ministry of Finance, with the attribution of judging appeals at the administrative level.
The advance of crypto assets in Brazil
At the end of the month of December, the bill that regulates companies operating in the crypto market in Brazil (PL 4,401/21) was enacted into law by the President, without veto and will enter into force on June 20, 2023.
Reduction of the PIS and COFINS rate on financial income
What to expect from the revocation of Decree nº 11.322/22?
Change in the rule on the choice of forum by the parties: a point for arbitration
Enacted a few months ago, Law No. 14,879 amended Article 63 of the Civil Procedure Code, modifying the already well-established rule regarding the choice of forum clause. Before the legislative change, with a few exceptions, the parties to a contract could freely agree on the forum responsible
Who has the final say? Contradiction in the publication of the new Carf precedent on joint liability
Stare decisis (precedent) in Portuguese is “súmula”, a word derived from the Latin summa, which means synthesis. It is nothing more than a summary that consolidates the understanding and redirects the judgments of a Court regarding a given topic.
What is the future of Interest on Equity?
Brazil is on the verge of a significant transformation in its tax system and one of the controversial points of this reform is the future of Interest on Equity (JCP).
What are the limits to the tax advantages granted to non-resident investors in Brazil?
In some situations, Brazilian tax legislation grants different treatment to non-resident investors in the country, especially those who invest in the stock market. However, it is important that taxpayers do not over-interpret these benefits and observe the limits, especially with regard to the...
Bills that marked the area of Estate and Succession Planning in the first half of the year
As we approach the end of the first half of the year, we highlight two bills presented to the National Congress that could significantly change the estate and succession planning of many families.
Pay attention when drafting your arbitration clause
Corporate discussions are leading the matters submitted to arbitration in Brazil1. Neglecting to draft the arbitration clause – the one that establishes arbitration as the method of resolving conflicts in a given contract – can generate unnecessary headaches. Best to avoid them
How to interpret tax issues of hiring through legal entity?
One of the themes that we identify most frequently in due diligence processes in M&A transactions, especially in sectors that use intensive labor, such as technology, or when it comes to strategic management positions, is that of hiring through legal entities, what we call in Brazil, “pejotização”.
Tax Reform from a pink perspective
This March, in celebration of International Women’s Day (March 8th), we decided to compile a list of tax innovations aimed at women.
CMN regulates concepts of Investment Entity and Credit Rights
The National Monetary Council (CMN), with the publication of CMN Resolution No. 5,111, of December 21, 2023 (“Resolution”), regulated the concept of Investment Entity and qualified the definition of Credit Rights...
Legal Framework for Warranties: administration of a linked account before the Public Notary in M&A
With the publication of the Legal Framework for Warrantees (Law No. 14,711 of October 30, 2023), the Notary’s Law (Law No. 8,935 of November 18, 1994) was amended in order to allow the administration of a linked bank account, the so called “Escrow account”, before the notary’s office.
2024: the future of tax law has already begun
If 2023 was registered by innovations in the legislation related to tax practice, 2024 could be the year in which we begin to experience a new environment for business.
Capital reduction of companies abroad: why is there still confusion?
Tax authorities and taxpayers continue to fight battles, the most recent being the reduction of capital of companies abroad.
PLR (profit sharing) paid to officers and directors of companies without INSS: is it possible?
PLR, profit sharing, paid to workers, does not incur in social security taxes (INSS). What about PLR paid to company officers and directors? Does it incur in INSS? Taxpayers interpreted Federal Law No. 10,101/2000 to say no. The tax authorities understood that it did and fined the companies.
A sigh in the judiciary and a suffocation in the administrative courts
It has been years since there has been a definition in the Administrative Council of Tax Appeals (Carf) on the amortization of goodwill, especially with regard to the controversy involving vehicle companies or internal goodwill.
After the introduction of the SAF Law (Law No. 14,193, of August 6, 2021) into the Brazilian legal system, creating new paths for making investments in the world of football, several questions arose about the view of the Securities and Exchange Commission (CVM)...
Check out brief comments on the various proposals relating to tax issues that will be debated in this second semester.
Another year has gone by! That is 13 in total! And here I am sharing my thoughts about our last 12 months, or in fact about the last 13 years!
Media for Equity: How companies are funding themselves without spending a penny
Risk aversion, high interest rates and a lot of caution. This is the scenario observed by those looking for funds in 2023. However, many companies (especially startups) are looking to realize their business plans without money and debt. But how is this possible?
Federal taxation of software: increase in the tax burden and new disputes with the Tax Authorities
The taxation of operations involving software has been controversial for over a decade and 2023 has been a year of relevant news on the subject.
Advancements and uncertainties about the bill that changes Brazil’s Law of Corporations
Early last month, June 2023, Brazil’s Ministry of Finance presented a reform bill (PL 2925/2023) which proposes relevant changes to the Brazil’s Law of Corporations (Law 6.404/76) and to Law 6.385/76, which deals with the Brazilian securities market.
Provisional Measures: what to expect?
Since the beginning of 2023, some provisional measures (MPs) have been published on different topics, of which some involve legislative changes related to tax issues. What is surprising is that, although some of them bring positive changes to the country, they are not being approved.
MP nº 1,171/2023: in practice, what changes for your investments?
As widely reported in the media, Provisional Measure (MP) No. 1,171/2023 was published on April 30, 2023, which imposes relevant changes in the taxation of individuals residing in the country with investments abroad.
Class actions of investors of corporations in Brazil
Federal Government will propose a new package of measures to Congress
In the year of waiting for changes, let’s start with the STF and the Agro Fee
The Federal Supreme Court (STF) has been bombarded in recent years with heavy criticism of the conduct of its decisions, especially with regard to the latest decisions in the tax area.
No one is a prophet in his/her own country. How to be better prepared for an M&A
M&A transactions (mergers and acquisitions) are in Candido Martins’ DNA. Throughout our almost 13 years of history, we experienced more than 300 transactions with sellers and buyers.
Vote of confidence: the tax reform deserves ours!
Brazil receives a lot of influence from the United States. Positive and negative. Why not focus on the positive influence of good faith? North American culture is focused on the assumption of good faith.
The coming and going of the casting vote
The Administrative Council for Tax Appeals (CARF) is a bench of judges of equal number (pair), under the auspices of the Ministry of Finance, with the attribution of judging appeals at the administrative level.
The advance of crypto assets in Brazil
At the end of the month of December, the bill that regulates companies operating in the crypto market in Brazil (PL 4,401/21) was enacted into law by the President, without veto and will enter into force on June 20, 2023.
Reduction of the PIS and COFINS rate on financial income
What to expect from the revocation of Decree nº 11.322/22?