ESG AND IMPACT BUSINESSES

SUSTAINABLE FINANCIAL INSTRUMENTS

We assist our clients (borrowers and investors) in identifying, formatting, preparing, negotiating, and executing funding and investment structures for sustainable activities, including the issuance of local and international debt securities (such as bonds, incentivized debentures, CRIs, CRAs, and other capital markets products), as well as bank financing, multilateral loans, and other innovative structured financing structures.

Our operations involve thematic securities with an environmental focus, including green bonds (in their local green debenture and international green bond modalities), social, sustainable, transition, and sustainability-linked bonds, in addition to credit instruments, bank financing, and structured products related to ESG issues.

We support the mapping and management of risks and opportunities related to environmental, social, and governance issues. Highly technical and safe, our recommendations are also pragmatic and aligned with our clients' business purpose and risk appetite.

ENVIRONMENT, CLIMATE RISKS, HUMAN, AND COMMUNITY RIGHTS

With strategic solutions, we help our clients seize business opportunities and reduce the risks related to dynamic and stringent environmental legislation. Our practice combines professional expertise in specific topics of environmental law with the agility necessary to provide information that gives security to corporate decisions.

Our practice involves providing legal advice for issuing green and ESG bonds, assistance in negotiating carbon credits, mapping climate risk management, assessing materiality that on impacts the performance of sustainable practices and environmental due diligence.

Some of our services:

• Due diligence and compliance process: the practice of conducting risk and impact assessments for each phase of a project's life cycle, including business development, new investment projects, operation, decommissioning, and divestment. This is a continuous process that should be adopted by companies to identify risks, prevent, mitigate, and repair the negative impacts of their activities and business relationships on the environment and human rights, complying with the following steps:
  • assessment of impacts on the environment and human rights (actual or potential);
  • integration of the conclusions and its action in that regard;
  • follow-up and monitoring of actions and responses;
  • communication about how negative consequences will be addressed; and
  • access to due redress (promoting and cooperating with the redress of harm through legitimate and effective processes).
• Productive chain check: set of activities performed by an organization, from relationships with suppliers and production and sales cycles to the final distribution phase. This concept includes entities with which the company has a direct or indirect business relationship and which provide products or services that contribute to the company's own products or services or receive products or services from the company.

• Interaction with the community relations area and practices adopted by the company, as well as helping to structure social and impact businesses.
• Assisting in the development of revised social and environmental liability and human rights policies.
• Conflict resolution in human rights (defendant and plaintiff) always on national and international issues and parameters applicable to business activity (public civil actions, mediations, and arbitrations).
• Legal advice and preparation of technical and legal opinions on issues related to human rights and climate litigation.
• Engagement and communication with stakeholders in the assessment of potential issues related to human rights, communities, environment, and mitigation measures.

IMPACT BUSINESS

We provide advice to investors and entrepreneurs who foster businesses capable of producing social and environmental impacts, generating financial returns and responding to changes in the economic environment.

With the knowledge and experience we have gained in areas such as corporate finance, M&A, private equity, venture capital, banking regulatory law, and fintechs, our team provides comprehensive assistance to domestic and international clients from a variety of industries, such as private financial institutions, multilateral banks, investment funds, social entrepreneurs, and family offices.

We have a multidisciplinary group of lawyers who fully understand the meaning and purpose of impact businesses and we offer special conditions to these companies as part of our commitment to generating positive social and environmental impact.

GOVERNANCE, RISK, AND COMPLIANCE

Our advice aims to preserve and strengthen stakeholder confidence and provide the foundation for a high-performing organization. We help our clients to execute prevention, detection, and response actions, developing compliance and integrity programs aligned with best practices and with criteria adopted by domestic and foreign authorities.

Our services include the following activities:

• Development of best risk management and corporate governance practices.
• Preparation, implementation, and review of specific compliance programs based on the company's area of activity and on Brazilian and international legislation.
• Mapping of risks related to corruption, bribery, fraud, cartel, money laundering, among other irregularities according to the business model of each company.
• Preparation of strategies and procedures for risk management.
• Training of employees and third parties.
• Auditing of contracts and suppliers and preparing opinions on the risks related to these contracts.

We have a comprehensive and results-focused approach. We offer integrated solutions that also include advising multinationals interested in adapting their global integrity programs to Brazilian reality, culture, and legislation, or in testing the degree of adequacy of these global programs in a local environment.

We provide assistance in investigations before the authorities and have extensive experience in planning, designing, and developing internal investigations. We also support foreign partners in conducting the Brazilian stages of internal investigations initiated in foreign jurisdictions. In this field, we help detect possible violations of legislation and organize an appropriate reaction to these events, ensuring the reliability, quality, legality, and confidentiality of the process.

PERSONNEL MANAGEMENT

The growing awareness of companies of the importance of paying attention to social and environmental issues has driven profound changes in corporate culture, often requiring a review of practices and policies to adapt them to the company's values and social agenda.

To this end, we assist our clients in reviewing and/or implementing internal guidelines and initiatives that reflect and encourage compliance with the best social and environmental practices and demonstrate our commitment to addressing social impacts across the board.

Our services include the following activities:

• Design, implementation, and review of affirmative policies and diversity policies
• Advice on compliance with and monitoring of quotas for apprentices and persons with disability
• Implementation of measures to provide inclusion in the labor market
• Lectures, training, and webinars to prevent moral and sexual harassment in the workplace
• Development of best practices in people management and leadership
• Development of strategies and procedures for managing risks related to the social aspects of corporate business
• Analysis of employment contracts and service contracts to identify irregular situations
• Performance of investigations, opinions, and memos with risk assessment and recommendation of measures to adapt the client to the necessary social aspects, such as diversity, inclusion, and non-discrimination

To align business interests with the social and environmental purpose, we develop together with our clients strategic actions based on criteria adopted by Brazilian and foreign authorities. We always take into consideration trends identified in the market and the company's vision of the future, aligned with the social and business reality.

TAX

Understood as a source of funding for public spending, taxes are intrinsically linked to governance (good management practices and tax compliance) and sustainability (avoiding tax risks and thus preserving the reputation of the business).

Our deep knowledge and experience in the tax field puts us in a unique position to offer clients legal assistance and strategic guidance to help them achieve their goals.

We advise our clients on a number of tax law fronts, particularly on ESG investments, in order to identify the tax impacts of fundraising and investment structures for sustainable activities, as well as bank financing, multilateral lending, and other innovative structured finance structures.

Considering the vast number of tax regulations issued daily, tax compliance is a permanent challenge for companies. In this scenario, we support our clients in mapping and managing risks and opportunities related to tax law with a focus on judicial and administrative litigation. Highly technical and safe, our recommendations are also pragmatic and aligned with our clients' business purpose and risk appetite.

Taxation and its adverse effects on all topics related to corporate sustainability are matters widely discussed with our clients through the preparation of legal opinions. We have a multidisciplinary group of lawyers who fully understand the meaning and purpose of practices aimed at social welfare, environmental protection, and integrity in the conduct of business.