Practices

Corporate Law, M&A & Business Restructuring / Private Clients, Wealth & Succession / Compliance & Corporate Integrity

We structure, transform, and protect companies — from incorporation to M&A operations — with a business-oriented vision and project execution.

• Incorporation and reorganization of companies: choice of corporate type, holdings, transformations, mergers, spin-offs, and internal group consolidations.

• Corporate governance: boards, committees, bylaws, authority policies, relationships between partners and administrators, management succession programs.

• Shareholders' and partners' agreements: quorums, tag/drag along, options, vesting, non-compete clauses, deadlock resolution mechanisms.

• Mergers and acquisitions (M&A): purchase and sale of equity and assets, transaction structuring, SPA/SHA negotiation, closing, and post-closing.

• Due diligence: comprehensive legal audit of the target — corporate, contracts, liabilities, regulatory — including AI & Data Due Diligence (with the Center).

• Joint ventures and strategic alliances: corporate and contractual structuring of national and international business partnerships.

• Venture capital and private equity: investment rounds, term sheets, convertible loans, SAFEs, side letters, exits.

• Investment structure planning: investment vehicles, business asset structures, and pre-transaction reorganizations.

• Corporate acts and corporate secretarial services: general meetings, amendments to articles of association, corporate books, and registration routines.

• Succession and estate planning for entrepreneurs, executives, and business families: family holdings, wills and prenuptial agreements, donations with reservation of usufruct, family protocols, business succession, strategic inventories, and lawful asset protection structures.

• Integrity programs, code of conduct, whistleblowing channels, internal investigations, third-party due diligence, anti-corruption, and training — with direct interface with the AI & Data Governance Center for the digital and data integrity chapter.

Contracts & Business / Real Estate & Transactions / Consumer & Product Advisory

Corporate contracts: drafting, reviewing, and negotiating purchase and sale agreements, service provision, supply, and general commercial operations.
International contracts: cross-border operations, Incoterms, choice of law and forum, international arbitration, foreign exchange, and guarantees.
Technology contracts: SaaS, software licensing, development, cloud, APIs, system integration, and contracts with AI providers (with the Center).
Distribution, agency, and commercial representation: structuring and termination of sales channels, with management of indemnity risk.
Franchises: Franchise Circular Offering (COF), franchise agreements, network expansion, and franchisor-franchisee disputes.
Partnerships, licensing, and collaboration: partnership agreements, brand and content licensing, co-branding, and collabs.
Guarantees and securities: guarantee structures, fiduciary alienation, surety, aval, and credit instruments.
NDAs and preparatory instruments: confidentiality, memoranda of understanding, letters of intent, and exclusivity.
Audit and contractual portfolio management: contract review, risk mapping and renewals, standardization of templates, and negotiation playbooks.
Contractual legal operations: design of approval flows, CLM, and responsible use of AI for productivity gains in the portfolio.
Corporate real estate operations: acquisition and sale of assets, real estate due diligence, corporate leases and built-to-suit, project structuring, construction contracts, and real estate disputes. Natural home: between Contracts and Litigation, depending on the nature of the case.
Advising companies on consumer relations: adaptation of products and offers to the Consumer Defense Code (CDC), advertising and marketing claims, recalls, e-commerce and platforms, handling consumer protection agencies, and strategy for mass litigation. Natural home: between Contracts and Litigation, with strong use by retail and consumer industry groups.

The contract as a results instrument: we negotiate, draft, and manage the documents that support the client's operation.

Tax Law

Tax advisory and planning. Analysis of regimes, reorganizations with tax efficiency, preventive theses, and legal opinions.
Administrative litigation. Defenses and appeals before municipal, state, and federal tax authorities, including CARF and state administrative courts.
Judicial litigation. Annulment actions, objections to tax execution, writs of mandamus, and repercussion theses.
Tax credit recovery. Survey, quantification, and monetization of credits, offsets, and refunds.
Special regimes and incentives. Frameworks, sectoral and regional incentives, negotiation of special regimes.
Taxation of corporate operations. M&A, reorganizations, goodwill, capital gains, and pre-transaction planning.
Tax due diligence. Mapping of contingencies in transactions and periodic diagnostics.
International taxation and transfer pricing. Transfer pricing, treaties, remittances, and international structures.
Transactions and installment plans. Negotiation of tax transactions, installment plans, and liability regularization.
Adaptation to tax reform. Impact diagnosis and transition of business models to the new consumption tax system.

Tax planning and defense at the service of the client's margin — from the design of the operation to strategic litigation.

Labor & Employment Law

Strategic labor consulting. Structuring hiring models, working hours, compensation, and people policies with a focus on risk and cost.
Labor litigation. Corporate defense in individual claims and class actions, with portfolio management, provisioning, and strategy by thesis.
Collective bargaining and union relations. Collective agreements and conventions, salary negotiations, strikes, and union relations.
Labor compliance and auditing. Compliance diagnostics, correction plans, and preparation for inspections.
Compensation and incentives. Profit sharing (PLR), bonuses, stock options, and long-term incentive plans — design and defense of legal nature.
Executives and senior management. Hiring, packages, non-compete agreements, sensitive terminations, and leadership transitions.
Internal investigations. Conducting inquiries into harassment, fraud, and misconduct, with governance of the process and evidence.
New forms of work. Outsourcing, independent contractors (PJs), platforms, remote and hybrid work — structuring and defense.
Work, automation, and AI. Labor impacts of automation, employee monitoring, algorithmic HR, and use of AI in selection and evaluation (with the Center).
Due diligence and labor succession. Contingencies in M&A and liability in employer succession.

We advise companies on the legal management of labor relations — prevention, defense, and design of people structures.

Corporate Litigation & Dispute Resolution

Strategic civil-corporate litigation. High-complexity and high-value lawsuits, market theses, and precedent cases.
Corporate disputes. Conflicts between partners, abusive exercise of control, exclusion of partners, appraisal of assets, and partial dissolution.
Contractual disputes. Breach, revision, termination, losses and damages, and specific performance of obligations.
Corporate civil liability. Material and moral damages, products and services, liability of administrators.
Corporate consumer litigation. Strategic defense in consumer claims, mass portfolio management, and repetitive theses.
Debt collection and recovery. Executions, monitoring actions, coercive measures, asset investigation, and structured negotiation.
Arbitration. National and international arbitration proceedings, judicial support measures, and enforcement of arbitral awards.
Mediation and structured negotiation. Design of consensual strategies, private mediations, and specialized chambers.
Technology and data disputes. Litigation regarding software, platforms, data, technology contracts, and cyber incidents (with the Center).
Urgent measures and injunctions. Preliminary injunctions, precautionary measures, advance production of evidence, and stay of protests.
Portfolio intelligence. Standardized management reports, basic jurimetrics, provisioning, and case committees with the client.

Litigation as a strategy, not a routine: we conduct disputes with thesis, portfolio management, and an economic reading of the conflict.

Corporate Restructuring & Insolvency

Judicial recovery. Preparation, filing, and conduct of the process, recovery plan, general meeting of creditors, and compliance.
Extrajudicial recovery. Negotiation and ratification of extrajudicial plans with classes of creditors.
Pre-insolvency restructuring. Crisis diagnosis, preventive debt renegotiation, standstill, and private workouts.
Creditor advisory. Credit recovery strategy in judicial recoveries and bankruptcies, creditors' committees, challenges, and claims.
Investor advisory. Distressed assets, acquisition of credits and assets in insolvency scenarios.
UPIs and asset disposal. Structuring and acquisition of isolated productive units with succession shielding.
Bankruptcy. Petitions, defenses, claims, collection and realization of assets, accountability of administrators.
Crisis financing. DIP financing and guarantee structures in recovery.
Crisis governance. Acting with judicial administrators, duties of administrators in crisis, and prevention of liability.

Acting in decisive moments of corporate crisis — restructuring, negotiating, and preserving value for debtors, creditors, and investors.

AI & Data Governance Center / Intellectual Property, Technology & Digital

Trademarks: search, registration, portfolio management at the INPI, oppositions, nullities, and national and international protection strategy.
Patents, industrial designs, and trade secrets: protection strategy, technology contracts, and reinforced confidentiality.
Copyright and software: protection of works, content, software, and databases; registration and licensing.
Licensing and IP contracts: licenses, assignments, trademark franchises, merchandising, and royalties.
Enforcement and anti-counterfeiting: combating piracy and unfair competition, notifications, judicial measures, and IP disputes.
Privacy and data protection: LGPD compliance programs, legal bases, DPIAs, processing contracts, and handling requests from data subjects and the ANPD.
DPO as a service / support to the officer: continuous privacy governance structure for companies without a dedicated internal role.
Legal cybersecurity and incident response: response plans, regulatory notifications, crisis management, and litigation arising from incidents.
Digital law and platforms: terms of use, e-commerce, marketplaces, digital advertising, creators, and content removal.
AI corporate governance: usage policies, AI committees, risk matrices, system inventory, and accountability trails.
Regulatory compliance: compliance with the AI regulatory framework and the LGPD, mapping obligations by sector and system risk.
AI & Data Due Diligence: in M&A and investments: model inventory, data provenance, IP of models and datasets, contracts with providers, incidents, and documentation.
AI contracts: acquisition and supply of AI solutions, allocation of responsibility, model SLAs, ownership of outputs, and training data.
Algorithmic impact assessments: analysis of bias and algorithmic discrimination, explainability, and human oversight — with an approved external network (data science, algorithm auditing).
AI in labor relations: use of AI in recruitment, evaluation, and monitoring — in conjunction with the Labor practice.
IP and AI-generated content: ownership, use of works in training, infringement risks, and protection strategy.
AI and data incident response: legal management of model failures, leaks, and contested automated decisions.
Leadership training: training for boards, committees, and internal legal teams on AI governance.

We protect and unlock our clients' intangible assets — brand, creation, data, and technology — in both physical and digital environments.

Contact

+55 11 0000-000

WhatsApp +55 11 000-000

contato@na_avd.com.br

São Paulo

Avenida Magalhães de Castro, 4800 - Cidade Jardim, Torre Capital Building - 10th floor CJ 101 - São Paulo - SP, Zip Code 05502-001.