Find answers to the most frequent questions

Small and mid-sized companies that depend on contracts, corporate structure and succession to keep operating: manufacturing, distribution, services, agribusiness, construction, logistics, franchising, real estate, technology. The criterion is not revenue, it is risk concentration: a company with three clients that account for most of its revenue has greater contractual exposure than a larger company with a spread-out client base. We also support lean in-house legal teams that need technical reinforcement on a specific matter.

Yes, when the matter is connected to a company, an equity stake or significant assets — succession of quotas, a partner's exit, an investment agreement, a probate estate that includes a company. We do not handle mass consumer claims, family law without a business asset component, individual labor claims, social security, criminal matters or high-volume litigation. This is not a matter of convenience: a narrow focus is what allows senior attention in every case. When a matter falls outside that focus, we point out the way forward and, when possible, a professional from our network.

In four steps. You send the context through the form — situation, industry, your role, urgency. We run a conflict of interest check, a professional duty that comes before any substantive exchange. If we are clear, we schedule a diagnostic meeting of up to one hour, with an agenda sent in advance. At the end, you receive a one-page memorandum with the risk assessment, the possible scenarios with estimated cost and time, and the recommendation. Only after that is there a scope proposal.

We do not publish a price list, and the reason is not commercial: prices on a law firm's website are prohibited by the Brazilian Bar's advertising rules. What we publish are the fee models — a fixed fee for the diagnosis, project fees by scope or phase, a negotiation package, recurring advisory work, and phase-based fees with a success component. The amount depends on scope, economic relevance, complexity, urgency, volume of documents and the need for an expert. Before we start, you receive the scope, the timeline, who will work on it and what is not included.

No, and no one can. Promising results is prohibited by the Code of Ethics and Discipline of the Brazilian Bar Association (OAB), and a firm that promises an outcome is selling what it does not control — judges, arbitrators, the other party and the evidence are not our variables. What we commit to is something else: risk measured instead of risk promised. You receive an assessment of what is at stake, scenarios with cost, time and a probability stated as an estimate, and a recommendation with its trade-offs made explicit — including the recommendation not to litigate.

Our commitment is to answer the first contact within four business hours, and the initial reply states what can already be said and what depends on analysis. We do not run a 24-hour service and will not pretend to: a lean, senior structure delivers real presence during business hours, not permanent availability. If your situation has a short deadline — service of process received, a notice with a deadline, an urgent measure —, note it in the urgency field of the form, because it changes the order of the queue.

No, and we ask that you do not. The form collects context, not content: situation, industry, company size, role and urgency are enough for screening and the conflict check. Documents and confidential information come later, through an authenticated channel and with the duty of confidentiality already in place. The design follows the data minimization principle of the Brazilian General Data Protection Law (Law 13,709/2018): the system does not ask for what it does not need, and what it receives has a defined retention period.

Yes. Contracts, arbitration, corporate matters and succession do not depend on constant physical presence, and most of the work is analysis, negotiation and structuring. In court litigation outside the state, technical direction and strategy remain with the firm, with the support of a local correspondent or partner attorney for local acts — always with a stated rule on who coordinates. The firm is based in Rio de Janeiro, with remote service and in-person meetings at a place agreed with the client.

The same person you speak with at the first meeting. There is no model here of a partner who pitches and a junior team that executes: the firm is a sole-member law firm, and the honest counterpart of this model is a limit on simultaneous cases — when the schedule is full, we say so, instead of accepting and delegating. When a case requires a matter outside our focus or specific technical expertise, we bring in our network of specialists, and coordination remains with us.

Yes, and it is one of the most frequent arrangements. The design is backup, not replacement: the in-house team keeps the relationship with the business and the decision on the case; we come in for specific technical depth, a second opinion, a legal thesis, arbitration or a peak in volume. In practice, this means deliverables addressed to the in-house team, not to the director above it, and technical control handed back at the end of the work. It is the model that avoids the classic problem: hiring reinforcement and losing command of your own case.

It is the resolution of a dispute by arbitrators chosen by the parties, with a decision as binding as a court's. It applies only to disputes over available property rights and depends on an arbitration agreement (Law 9,307/1996, art. 1). It makes sense when the dispute is of significant value, technically complex, involves a long-term contract or requires confidentiality and a decision-maker who knows the industry. It does not make sense for a simple, low-value collection: the fixed cost of the procedure eats up the benefit. The decision is made when the contract is written, not when the conflict appears.

The cost is different in structure, not necessarily higher overall. In arbitration, spending is upfront and concentrated: the institution's administrative fee and the arbitrators' fees, paid over the course of the procedure. In court, the initial outlay is smaller, but the cost stretches over years and includes exposure to the other side's costs and to successive appeals. An honest comparison considers the amount in dispute, the cost of capital over time and the final allocation of expenses under the rules of the chosen institution — which usually allocate costs to the losing party.

There is no appeal on the merits. An arbitral award is not subject to appeal or to court approval (Law 9,307/1996, art. 18) and has the same effects as a court judgment, serving as an enforceable instrument when it orders payment (art. 31). What exists is review of validity: an annulment action in the exhaustive cases of art. 32, to be filed within ninety days of receipt of the award or of its correction (art. 33, §1). This changes the strategy completely: in arbitration there is no second chance on the merits, and the evidentiary phase must be treated as final.

These are two different questions. Validity: the clause must be in writing and, in an adhesion contract, it is only effective if the adhering party takes the initiative to start arbitration or expressly agrees to it, in an attached document or in bold type with a specific signature (Law 9,307/1996, art. 4, §2). Usefulness: an "empty" clause, which names neither an institution nor a rule for appointing arbitrators, requires a prior court step to start the arbitration (art. 7). The most common defects are a non-existent institution, a simultaneous choice of court jurisdiction and an undefined seat.

Not by law. Law 9,307/1996 does not impose confidentiality in general — it comes from the rules of the chosen institution and from the parties' agreement, so it must be expressly contracted. There is a relevant exception in the opposite direction: in arbitrations involving the public administration, the procedure is subject to the principle of publicity (art. 2, §3). For companies whose central concern is discretion, confidentiality is one of the reasons that justify the choice — and it is precisely the point most often left out of the clause.

The law addresses this expressly: before the arbitration is constituted, the parties may go to court to obtain an interim or urgent measure, and the measure ceases to be effective if the applicant does not request the start of the arbitration within thirty days of its enforcement (Law 9,307/1996, art. 22-A). Once the arbitral tribunal is constituted, it is up to the tribunal to maintain, modify or revoke the measure (art. 22-B). The frequent mistake is treating the arbitration clause as an absolute bar to going to court and missing the window for urgency.

The parties, within what the agreement and the rules provide. Any person who is legally capable and has the parties' trust may serve as an arbitrator (Law 9,307/1996, art. 13), and in a three-member tribunal it is usual for each party to appoint one and for the two to choose the chair. The arbitrator has a duty to disclose any fact that may compromise their impartiality or independence (art. 14, §1). In practice, choosing the arbitrator is the most consequential decision of the procedure — more than the request for arbitration — and is therefore treated as a step of strategy, not formality.

It is, and it is the moment of highest return in the whole cycle. In contracts between companies, Brazilian law presumes the parties are on equal footing and requires respect for the risk allocation they negotiated (Civil Code, art. 421-A, added by Law 13,874/2019) — in other words, what you signed tends to hold, including what turned out badly. A review is not rewriting everything: it is identifying the clauses that decide outcomes — exit, penalty, exclusivity, guarantee, delivery deadline, jurisdiction — and negotiating the three or four that concentrate exposure.

It can, in two situations. A penalty clause cannot exceed the value of the main obligation (Civil Code, art. 412), and the judge must reduce it fairly when the obligation was partly performed or when the amount is manifestly excessive given the nature and purpose of the deal (art. 413). In practice, what decides is what the penalty protects: pre-set damages, a sanction for delay or compensation for a lost investment. A penalty drafted without a stated economic function is the easiest to reduce — in either direction.

It depends on which door you use, and there are three. If the other party is in breach, you may seek termination with damages (Civil Code, art. 475). If the contract allows termination without cause, its conditions apply. If the contract has no fixed term, termination by notice is possible, but when one party has made considerable investments the law requires a notice period compatible with the nature and size of those investments (art. 473, sole paragraph). The most common mistake is ending the relationship by email and finding out later that the chosen form gave rise to damages.

As a rule it is, because the law only requires a special form when it expressly says so (Civil Code, art. 107). The problem is not validity, it is proof: without a written instrument, the content of the agreement is disputed, and disputes over content are the longest and most unpredictable kind there is. There is also a relevant practical effect: a private document signed by two witnesses is an out-of-court enforceable instrument (Code of Civil Procedure, art. 784, III), which allows enforcement instead of having to prove the debt from scratch.

Economic dependence is the situation in which one party concentrates a relevant share of its revenue or operations in the other. It is not an abstract concept: it is the factor that most changes the real value of a clause. The same 30-day termination clause is irrelevant to a company with a hundred clients and existential to a company with three. In distribution, agency and continuous supply relationships, the degree of dependence directly affects the discussion about notice periods, amortized investment and abusive termination of the contract.

Both, and the difference lies in what comes with the clause. Exclusivity without a target is a blank check for the party that receives it; exclusivity with a target, a term, a defined territory and an objective criterion for losing it is a protective tool. The three questions that decide: exclusivity in exchange for what, measured how, and what happens if the target is not met. Symmetry also matters — reciprocal and one-sided exclusivity create very different exposures when the relationship ends.

Not every increase does. The Civil Code allows termination of the contract for excessive onerousness when extraordinary and unforeseeable events make one party's performance excessively burdensome with an extreme advantage for the other (art. 478), and allows the defendant to avoid termination by offering a fair modification (art. 479). The standard is demanding: a foreseeable change in input costs or exchange rates rarely meets the unforeseeability requirement. The most effective path is usually preventive — an adjustment clause, a renegotiation trigger and a rule for sharing cost variations, written in advance.

It is. Electronic documents signed with an ICP-Brasil standard certificate are presumed authentic (Provisional Measure 2,200-2/2001, art. 10, §1), and the same rule accepts other means of proving authorship and integrity when accepted by the parties (art. 10, §2). In other words: between companies that agreed on the platform, a simple signature is usually enough. What decides robustness when a dispute arises is the audit trail — record of IP, time, email, acceptance and file integrity. It is worth providing for the form of signature in the contract itself.

There is no general legal duty to respond, but silence is not neutral. A notice usually serves three purposes: placing the other party in default, marking the date on which a fact became known, and producing evidence for future proceedings. Not responding may be read as agreement with the facts described, and responding badly can be worse — acknowledging a debt, admitting a breach or waiving a deadline without noticing. Before responding, the analysis covers what the document asks for, what it asserts and which contractual or legal deadline it triggers.

Sometimes not, and saying so is part of the job. The decision rests on five factors: strength of the legal thesis, evidence available today, estimated time until a useful decision, total cost including the risk of paying the other side's costs, and the effect of the dispute on the business relationship and operations. A claim with a good thesis and weak evidence is usually worth less than a reasonable settlement. The recommendation comes as a comparison of scenarios with cost, time and a probability stated as an estimate — including the scenario of not litigating.

We do not promise timelines, and be wary of anyone who does. Time depends on the level of court, the court itself, the need for expert evidence, the number of parties and the procedural conduct of the other side. For a public and verifiable reference, there is the Justiça em Números report of the National Council of Justice, which publishes the average time of proceedings by branch and by court every year. What we can estimate honestly is something else: how long until there is a useful decision — urgent relief, a first judgment, a negotiation milestone — and what can be done in parallel.

First you organize the evidence, not the complaint. The four initial fronts: preserving the documentary trail (orders, acceptances, measurements, message exchanges); formalizing the collection in writing, with the effect of placing the debtor in default; assessing the suspension of your own performance, which the law allows when the other party fails to perform theirs (Civil Code, art. 476); and checking whether the document is already an enforceable instrument. Cutting off supply without a contractual or legal basis is the mistake that turns a creditor into a defendant.

It may be, and that changes everything. An out-of-court enforceable instrument includes a private document signed by the debtor and two witnesses, as well as a settlement instrument endorsed by the parties' attorneys (Code of Civil Procedure, art. 784, III and IV). The practical effect: instead of filing a collection action and arguing over whether the debt exists, you go straight to enforcement. If the contract does not meet the requirements, there are still paths — a summary payment action based on written evidence without enforceability, among others. It is worth checking the formalities before the conflict, not after.

Yes, through two different routes. Urgent relief requires elements showing the likelihood of the right and the danger of harm or risk to the useful result of the proceedings (Code of Civil Procedure, art. 300), and can be requested before the main claim (art. 305). There is also early production of evidence, available to enable a settlement or to justify filing a lawsuit (art. 381), useful when evidence may disappear. A poorly prepared urgent request burns the chance: a request denied at the outset colors the judge's reading of the whole case.

No. A settlement is an economic decision, and the right question is one of present value: how much it is worth to receive less now, with certainty, against how much the expectation of receiving more later is worth, with risk and cost. Mediation is a regulated tool (Law 13,140/2015), and civil procedure provides for a conciliation or mediation hearing as an ordinary step (Code of Civil Procedure, art. 334). What separates a good settlement from a hasty one is preparation: a defined scenario, a concession limit calculated before the meeting and a release drafted so as not to reopen the dispute.

It depends on the nature of the claim, and the periods are short more often than people imagine. The general limitation period is ten years when the law does not set a shorter one (Civil Code, art. 205). Collection of liquid debts stated in a public or private instrument is time-barred after five years (art. 206, §5, I), and a claim for civil damages after three years (art. 206, §3, V). How the period is counted, when it starts and what interrupts it change the outcome — and a time-barred claim does not come back.

The losing party pays the expenses advanced and the attorney's fees of the winning party (Code of Civil Procedure, art. 82, §2), generally set between ten and twenty percent of the award, the economic benefit or the amount in dispute (art. 85, §2). In high-value cases, this exposure is often the largest line in the litigation budget — and the one most often left unprovisioned. That is why the cost of the losing scenario goes into the comparison before the decision to litigate, not after.

They are documents with distinct functions. The articles of association are the founding act, filed and public, covering capital, management and corporate purpose (Civil Code, art. 997). The shareholders' agreement is the pact for living together: decision thresholds, qualified quorums, profit distribution policy, restrictions on transferring quotas, right of first refusal, exit, entry of heirs and deadlock resolution. In corporations (S.A.), an agreement filed with the company is enforceable against third parties and specifically enforceable (Law 6,404/1976, art. 118). Articles of association without an agreement are a house without rules for living together.

It depends on the type of company and its term. In a company with no fixed term, a partner may withdraw by notifying the others at least sixty days in advance; if the term is fixed, judicial proof of just cause is required (Civil Code, art. 1,029). There is also a dissenting partner's right of withdrawal in case of amendment of the articles, merger or incorporation, within thirty days of the resolution (art. 1,077). Leaving is the easy part; the real discussion is almost always about how much the quota is worth.

The default legal rule requires the quota to be settled based on the company's financial position, verified in a balance sheet specially drawn up on the date of the exit, unless the contract provides otherwise (Civil Code, art. 1,031). In court, the judge sets the exit date and the valuation criterion set in the articles of association and appoints the expert (Code of Civil Procedure, art. 604). The decisive point is this: the contractual criterion prevails. Articles that define the method, the reference date, the treatment of intangibles and the payment term avoid the most expensive expert proceedings in corporate law.

Yes, in two ways. Out-of-court expulsion of a minority partner for just cause requires a provision in the articles of association and a majority resolution at a meeting called specifically for that purpose, with notice to the accused partner in time to attend and present a defense (Civil Code, art. 1,085). The judicial route, for serious failure to perform obligations, depends on the majority's initiative (art. 1,030). What decides the case is documentation of the facts — minutes, warning, record of the harm — and respect for the procedure. A poorly conducted expulsion usually comes back as an annulment action.

A deadlock is a design problem, and the answer starts with what the contract provides. Without a mechanism, the real options are to negotiate or go to court — and partial dissolution with valuation of the quota has its own procedure (Code of Civil Procedure, arts. 599 to 609), which is slow and public. The tools agreed in advance usually are: a tie-breaking vote given to a third party or an independent board member, mandatory prior mediation, reciprocal buy-sell options with a defined price formula, and an objective exit criterion. A deadlocked company keeps operating — and losing value every month.

As a rule, yes, because a legal entity has an existence and assets separate from those of its partners (Civil Code, art. 49-A). The protection falls away when there is abuse of the legal personality, characterized by misuse of purpose or commingling of assets, under the parameters that Law 13,874/2019 detailed in art. 50 and its paragraphs — and piercing of the corporate veil follows its own procedure (Code of Civil Procedure, arts. 133 to 137). In practice, what exposes personal assets is routine: personal expenses paid by the company, a shared bank account, no pro-labore compensation and personal guarantees signed without control.

When decisions no longer fit in one person's head. Three objective triggers: the company starts signing contracts whose individual value affects the year's cash; an investor partner, the second generation or a non-family executive comes in; or the volume of contracts exceeds the owner's capacity to read them. Proportionate governance starts simple — approval thresholds by value and by type of contract, minutes of partners' meetings, an approval policy, a record of decisions. The goal is not bureaucracy: it is making decisions traceable, which protects those who make them.

Because the law responds to a partner's death before the family does. When a partner dies, the default rule is the settlement of their quota, unless the contract provides otherwise, the remaining partners choose to dissolve the company or there is an agreement with the heirs for substitution (Civil Code, art. 1,028). That means cash leaving the company at a moment of operational fragility. In addition, an heir who comes in does not always have the interest, preparation or availability to manage. Succession without a design is a conflict with a set date — and no one chooses the date.

Partially, and the limit is set by law. When there are mandatory heirs — descendants, ascendants and spouse —, half of the estate is their reserved share, which belongs to them by right (Civil Code, arts. 1,845 and 1,846). The other half is disposable and can be allocated freely. A division made during one's lifetime is valid as long as it does not impair the reserved share (art. 2,018), and a gift from a parent to a child counts as an advance on what the child would inherit (art. 544). The usual design separates control from value: whoever manages does not need to be whoever receives everything.

Not on its own. There is no "holding company law": it is an ordinary company, governed by the same corporate rules as any other, and the succession effect does not come from incorporating it — it comes from the design: rules on transferring quotas, usufruct of voting rights and income, restrictions on sale, entry of heirs, deadlock resolution and distribution policy. A holding company set up without these rules only changes the frame of the conflict. Nor is it an automatic shield: it does not override the reserved share or immunize against piercing of the corporate veil, and it has its own maintenance costs and tax effects.

They are instruments with different functions, and often used together. A will only takes effect upon death and is revocable at any time — it suits those who want to organize the destination of the disposable share without giving up anything now. A gift transfers immediately and allows the donor to reserve the usufruct, as well as to encumber the assets with clauses of inalienability, unseizability or non-communicability (Civil Code, art. 1,911) and to provide for reversion to the donor (art. 547). What decides the choice is control, the timing of the tax and the degree of reversibility desired.

It can, when all heirs are legally capable and in agreement: the law allows probate and division by public deed, a valid title for civil and real estate registration (Code of Civil Procedure, art. 610, §1). When there is a legally incapable heir or a dispute, the route is judicial. Two practical points of attention: probate proceedings must be opened within two months of the death (art. 611), and delay usually triggers a fine on the state tax; and, when there are quotas in the estate, valuing the company and defining who manages it in the meantime are the hardest part, not the paperwork.

It does, at two moments. Day to day, the spouse must consent to selling or encumbering real estate and to giving a guarantee or surety, except under the regime of absolute separation of property (Civil Code, art. 1,647). On a breakup, the regime defines whether the quota enters the division — and the law limits the entry of the spouse or their heirs into the company, who as a rule share in the periodic distribution of profits, without being able to demand the part of the quota that would fall to the partner (art. 1,027). That is why well-written shareholders' agreements address marital property regimes, prenuptial agreements and the effects of divorce.

It changes the landscape, not the method. Constitutional Amendment 132/2023 made the progressive rate mandatory for the tax on inheritances and gifts according to the amount transferred, changed the jurisdiction over movable assets — which moved to the deceased's domicile — and regulated taxation of transfers with a foreign element (Constitution, art. 155, §1). Rates and brackets depend on state law, so the practical effect varies by state. Our position is conservative: a structure set up only to reduce tax, without a real corporate purpose, is the one that attracts the most challenges — from the tax authorities and from the family.