Areas of practice

It is one of the strongest areas of expertise and experience of the law firm Elian Sanchez Advogados. Our key strengths are our team’s expertise, knowledge base, and developed strategy towards finding assertive solutions. Real estate law has expanded its scope with new concepts that have been gradually incorporated into Brazilian law (e.g. build to suit, surface right, etc.), and our work consists of understanding the needs of our clients and present the most appropriate solution to achieve their objective.

Our practice is focused on meeting the following needs of our clients:

• Advice on the consummation of real estate transactions, such as purchase and sale, barter, dation in payment, creation of mortgage, lease, and formation of joint ventures or business organizations (special purpose entity, unincorporated partnership, etc.) to operate in the real estate industry;
• Advice on the preparation, review, and negotiation of construction and real estate project contracts (turnkey, work management and administration);
• Advice on transactions involving rural real estate contracts, leases, rural partnerships;
• Advice on operations such as land split, title merger, creation of environmental easements and other aspects related to the organization or adjustment of a legal reserve, in addition to administrative or judicial real estate filings.

We practice in land disputes, bounds and metes of properties, adverse possession actions, and petitions seeking protection of possession or ownership.

Our practice is based on the combination of knowledge, availability, and creativity in seeking solutions that can ensure the business success of our clients.

Our team is qualified to provide full advice on:

• Preparation, review, and negotiation of preliminary agreements (memorandum of understanding, letter of intent, and non-disclosure and non-compete agreements), as well as typical and other forms of agreement under the Brazilian laws;
• Advice on the drafting, review and negotiation of primarily commercial and general service agreements, such as product distribution, agency, toll manufacturing, commercial establishment sale and purchase, operation and maintenance (O&M) and professional services (including consulting services) agreements;
• Advice on the drafting, review and negotiation of intellectual property, industrial property and information technology agreements (edition, image rights and licenses or transfer of trademarks, patents and economic exploration of technologies in general);
• Legal advice on the drafting, review and negotiation of financial agreements involving national and international loans, as well as guarantee agreements in connection with such loans, including advice on the filing of such guarantees with the relevant notary public and registries;
• Advice on the transmission of obligations, including credit assignment and assumption of debt agreements, and advice on the drafting, review and negotiation of agreements related to such transmission;
• Advice on termination of contractual obligations, including out-of-court measures intended for compliance with and termination of agreements.

Family law matters involve legal personality rights and highly sensitive issues. The team of professionals of the law firm Elian Sanchez Advogados deals with these cases with great sensitivity and individual attention and provides expert advice for:

• Conduct of disputes by dealing with the set of interests involved in the creation, maintenance, and protection of family assets, guidance on disputes, divisions, and distributions, handling and administration of probates, enlisting, wills;
• Advice and planning to avoid continuity crisis in the management of family assets (Succession Planning), contributing to stability of family succession processes;
• Preparation of prenuptial and cohabitation agreements to best suit the interests of the spouses or partners and avoid future disputes.

We practice to anticipate and avoid conflicts, minimize liabilities, and create a harmonic relationship between employers and employees in all questions arising from employment relations, due to the protective and inflexible nature of Brazilian labor laws.

We highlight some items of our scope of work:

• Advice on the preparation of labor audits and labor due diligence (risk assessment), assessment of the need to adjust procedures to eliminate or reduce contingencies and required adaptations to comply with legal obligations, including support to draft internal documents, such as bylaws, employment contract, code of conduct etc.;
• Litigation support, both at the administrative level by representing clients before the Ministry of Labor and Employment (SRT), Labor Prosecution Department and Unions, and at the court level by monitoring cases in Trial Courts and Superior Courts.

The Brazilian Consumer Code is one of the most advanced laws in this field in comparative law. Accordingly, we use a great degree of care when advising our clients in consumer related transactions.

We provide legal advice on:

• Filing and defense of consumer related actions;
• Drafting and product sale or service agreements in accordance with the consumer laws;
• Preparation of legal opinions on determining liabilities, laches, and statutes of limitation, provisions, warranties, rights and obligations of the parties, advertising, defect in products and services, imposition and calculation of penalties and damages, in addition to other related matters.

Our Corporate Law area offers safe, effective, and creative legal solutions to clients. Able to assist our clients’ corporate day-to-day issues and acts on complex and multi-tiered corporate structures.

Among the activities developed are:

• Formation of Companies of the various kinds contemplated by the Brazilian legislation (limited liability companies, joint-stock corporations and other corporate types, such as silent partnerships, specific purpose companies);
• Structuring of startup;
• Management of clients’ corporate routine, including the preparation, analysis and review of several corporate acts (Minutes of the General Meeting, Meeting of Members and Board of Directors, Meeting of the Executive Committee and Meeting of the Audit Committee, and organization, control and updating of the relevant corporate books, among others);
• Preparation and negotiation of Members and Shareholders Agreements, Voting Agreements, Put and/or Call Option Agreements, Memorandum of Understanding (MOU), Non-Disclosure Agreements (NDA), Letters of Intent (LOI), among others;
• Guidance, Participation and Holding of Ordinary and Extraordinary Shareholders’ Meetings, as well as Meetings of Members, Meetings of the Board of Directors, Meetings of the Executive Committee and Meetings of the Audit Committee, among others;
• Structuring and implementation of specific and/or complex corporate restructuring and/or reorganization (i.e., consolidations, spin-off, corporate merger, assets drop down, among others);
• Corporate acts of dissolution, liquidation and closure of companies in general;
• Joint Venture Agreements;
• Legal counseling specialized in corporate pre-litigation;
• Represent clients in all stages of a Corporate litigation.