Newsletter | JUNE 2025

Each month, the team at TM is Associated with brings up a newsletter with topics that are essential to the success of your business. We discuss the practical and objective approach to the key features in Advisory, Litigation, Labor and Tax, can help you make safer decisions and strategies. Don’t miss out on this chance to transform information into a competitive advantage! 📩

Advisory

The supreme court of justice defines the nature of the merchant’s stock option plan , and the fixed tax only on the resale of the shares

In the First Section of the high Court of Justice (the supreme court), the judge and the Theme of 1.226, under the appointment of the features repetitive, acknowledged that the nature of market of the stock option plans of action (s & op), and it was decided that the Income Tax of individuals (income tax) only apply when the recipient sells the stock of capital gain.

Understand the nature of the case,

On the One 2.069.644, the National treasury argued that the TOOLS would be in the form of remuneration is linked to the employment contract, by requiring the retention of GO in the font as much on the grant of the options, as well as in the acquisition of the shares. In the high court of justice, by the majority, walked away from this point: the mere purchase, even at a price lower than the market, it does not generate increased wealth. and The fact that the generator of the income tax takes place only in the sale later, when the realisation of income. 

The decision of the court: the improvement of the distinction between income and capital gains

The reporter, a minister, Sérgio Kukina, “the operation procedure (SOP) sets up a business for the sale and purchase of the shares, which is the merchant; and the income tax is only levied when a capital gain is realized on the resale”. As such, the court established a two hypotheses:

• It does not cover income tax on the acquisition of the shares, because there is no income or the increase in wealth;
• It is levied income tax, in the form of a capital gain when the recipient sells the stock at a profit. 

The implications for the compensation plans and tax

• The companies with the TOOLS required to review documents, and accounting policy in order to reflect the nature of the merchant’s benefit;

• The tax shall focus on the calculation of capital gains to the beneficiary, demanding the control of the acquisition cost and the selling price;

• Turns out, in other words, the withholding of tax by the company, thereby reducing the risk of challenges for treatment, such as salaries;

• Current plans, which provided for the retention of early may require the use of additives as a contractual or operational restructuring.

As for the TM Members can assist you?

Our teams, advisory, and tax can assist your company in:

• To review and adjust the regulations of the TOOLS in the new case-law;
• New models of compliance, and tax records of the cost of acquisition;
• Direct beneficiaries of the calculation of the capital gains, and other obligations;
• To mitigate the risks of labor and social security obligations in the provision of incentive measures;
• To map the impacts of corporate restructuring, mergers and acquisitions, involving the executive s & op.

The consolidation of the best practices in the long-term incentive strengthen talent retention and minimize tax exposures. can Count on the TM-Members to ensure compliance and efficiency in the tax plans of the stock option.

TRT-6 as a company thesis binding upon the liability of directors in order to labor against the joint-stock companies

The Regional Labor Court of the 6th Region (state of Pernambuco) have completed the trial of the Incident to the Resolution of claims that are Repetitive – IRDR) n. 0001046-94.2024.5.06.0000 (Theme 09) and has understanding of the binding, according to which, in order of labor filed against the corporation law, the Theory is Less of a consideration of the legal personality. of The judgment, it has set when it is possible to redirect the execution to the shareholders, the directors and officers of statutory. 

Understand the nature of the case,

The IRDR has been put in place to unify conflicting decisions on the extent of the financial responsibility in order for labor, involving joint-stock companies. The controversy has revolved around: (i) what is the theory of the lifting of the legal personality should be used (Higher or Smaller), and (ii) what are the hypotheses for the implementation should be able to reach board of directors and stockholders. 

The positions laid down: strengthening the protection of credit, labor law

The Court included, among others, the following theses: a legal binding (art. 985, CPC):

• The theory Lessis enough: on the evidence of the insufficiency of the assets of the legal entity to which the stockholders of the directors the articles of association and, where applicable, of the controlling shareholders, who exercise ultimate power and management to be achieved;
• The directors and officers of statutory: they can have their property seized if the term of the match, with the covenant and work for the lender.
• If it is not present, redirection, require proof of collusion, tort, negligence, act or omission (section (1) of art. 158 of the Law no. 6.404/1976).
• The shareholders of control in publicly-traded companies, and all of the shareholders of the corporation closed) are also subject to the measure, according to the degree of power management. 

The range of the previous one

The decision is binding only on the Sticks of your Work) and for the self-TRT-6 (art. 986 of the civil procedure code).

Although it does not require any other district Courts in the Work of the TST, the former has the power to persuade and to reinforce a tendency to extend to the liability of directors in order for labor. For other courts to adopt the understanding of similar and this is the reason that companies need to monitor the evolution of the concept.

The practical implications for companies and directors

• Governance and compliance: the Councils, and boards of directors must ensure that its internal controls, to record the decisions and adopt the policies of the mapping of the liabilities of the labor in order to mitigate the allegations of negligence or omission.
• Contracts for the D&Thebroadening of the risk of asset it is recommended to review insurance of directors, setting limits, and the provisions of the retroactive effect;
• Due diligence and M&A: Acquisitions of the corporation shall include a thorough checking of the labor and time management in order to scale the issues that can bring about a new government;and
• Corporate structure: Shareholders must evaluate the mechanisms of the segregation of the assets and the documentation of the powers of the management, especially in private companies. 

As for the TM Members can assist you?

In our times, in an advisory capacity and labour are able to:

• To review the by-laws and the minutes to reflect on good practices in corporate governance, and to limit liability;
• Designing policies for compliance with labor, and advise the directors on the due diligence required;
• Trade, or to adapt the policies of D&O to the new case-law;
• Conducting due diligence in M&A, by quantifying the contingencies arising out of the IRDR;
• Represent the companies, and the directors in incident avoidance, defense, and litigation settlements.

The TRT-6, and even though legal only in the state of Pernambuco, it is anticipated, a line of case law, which tends to gain momentum in other regions. Companies and managers must, therefore, strengthen the management of the liabilities, labor, and the traceability of the decisions the company. You can count on the TM Associated to the mapping of risks, to review the governance structures and to represent clients in incident avoidance, keeping up with the development of the trend, on the other courts, the labor in brazil.

Litigation

The scheme of the Goods and the Provisions of the Inalienability: Where are all the Businesses that go Wrong?

What started in a marriage may end in court and involved in your business.

In the business world, it is common for members to devote sufficient attention to the corporate structure, governance, and the economics of growth. But a lot of times that one detail that goes unnoticed: a life of marriage and the family members could have an impact directly on the security of property of the company.

The scheme of the goods you have chosen on the marriage or provisions of evil made donations, and shares in the family members can generate conflicts between shareholders, serious, lock, business-and even threaten the continuity of the business.

Ownership of Property: A Legal Risk and Ignored

The ownership of property determines how the couple’s property will be divided in the event of a separation or a death. For businesses, this can have consequences for practical and financial matters are relevant to you.

Here, the effects of each of the board:

• The fellowship is partial: the shares purchased during the marriage, it can be a shareable, even though the company is only in the name of one of the spouses, first.
• The communion of the universal: any of the assets, including the shares acquired prior to the marriage, it can be broken down.
• Total separation: it ensures that the assets of each spouse, if you stay single, the one that offers the most protection to the company.

An error common to the member the home in the holy communion part, it assumes that all the shares are in ‘his’, and discover, in a divorce, and that half of it can be ex-husband / wife — resulting in litigation and instability in the business world.

Terms of Inalienability: a Protection of Evil Applied to Turn the Obstacle

It is common to include the provisions of inalienability, amounts that cannot be attached and the incommunicability of donations and shares it with the intention of protecting the shareholders ‘ equity. However, when poorly written, or used, for any purpose, in these terms:

• To prevent the heirs or the shareholders to trade their shares;
• Make it difficult for the restructuring of business or for the entry of new investors;
• Clash in strategic transactions for in excess of any legal restrictions;
• A cause of uncertainty and conflict in family time.

A practical consequence: an heir to receive shares subject to the inalienability. Years later, the company needs to reorganize its structure. But it’s not, you can download them, sell them, or use them as security paralyze the operation.

The main Mistakes made by Businesses, and Families in business

1. Misalignment between ownership of property and the social contract
2. The absence of the agreement of the members, with the provisions of the Spanish succession, and a restriction to the entry of a third party
3. General-purpose and standard of the provisions of the inalienability
4. A lack of succession planning is structured
5. The lack of knowledge of the impacts of a marriage or common-law marriage, about the company’s business

Strategic solutions, to Avoid any Conflicts

• To Formalize the agreements of the members are robust, including the rules on the succession to, the sale of the shares, and the exclusion of the spouse.
• Plan for the ownership of property, with legal advice:- for members, both current and future.
• Please use clauses that balance technical, and measure: in the giving, wills, and contracts.
• Create structures, such as the holdings in the family: for the professionalization of the management, and to safeguard the shareholders ‘ equity.
• Please upgrade to periodically check the documents of the company, as the changes in family and property.

Do not Underestimate the Risks, the Family Business

The entanglement between a family and a company that is unavoidable in a lot of business but the risks can (and should) be controlled. With planning and a legal counsel with adequate, it is possible to protect your business assets, and preserve family ties.

How can we help you?

We are experts in business law, family law, with a focus on estate planning and the protection of corporate structures.

Set up a strategic consultancy!

Labor

Pejotização: the SUPREME court reviews the procurement was fraudulent, and it defines the boundary between outsourcing and employment

The Supreme Federal Court (STF) was initiated in the year 2025, in the judgment of the Subject 1.389 of the ‘General effect’, in which he discusses the legality of the employment of workers through a legal entity (the so-called “pejotização, when they are in the presence of the characteristic elements of the employment relationship. The dispute, brings about a significant impact to the industry, especially in the segments that adopt a more flexible models of engagement.

In the past few years, the pejotização has become a recurring practice in areas such as technology, health care, education, and communication. The model, originally designed for stand-alone services, and to nature as possible, it came to be used as an alternative to the engagement formally, by the Consolidation of Labor Laws (CLT). However, this practice has been challenged in court on the grounds of the rig workers ‘ rights is essential.

The trial is in progress in the SUPREME court a part of the following question: is it lawful on the job with PAY, when, in practice, the provision of services takes place, with habituation, above, before, and consideration? The Minister’s Rapporteur Alexander is hiring for a legal person, is valid as long as they are not present, and the elements characteristic to the employment relationship. In its vote, recent, it added that a formal contract between the companies, does not automatically configure the employment relationship, and it is essential to check that, in practice, the existence or non-existence of the above, before, habituation, and consideration.

This approach enhances the article 9 of the CLT, which declares it void in its own right, the actions with a goal to disrupt, prevent, or otherwise tamper with the application of labor legislation.. 

The possible consolidation of thesis binding by the SUPREME court could change in the case-law of current, forcing the companies to re-structure their hiring policies of the providers of the service, to avoid any liabilities, labour and the challenges of fraud in relation to the work.

On the basis of the relevance of the topic and its impact on a national level, the SUPREME court ordered the suspension of all proceedings pending on the country, targeting the validity of the employment of a person in the legal situations that may constitute an employment relationship. The suspension is valid until the final judgment of the Theme, 1.389, you will lay down the thesis, with the effect of binding on all the courts. And with that, thousands of the shares of labor in the course in order to Work to a standstill, creating expectations both within and among companies as well as employees on the parameters of which are set out on the subject.

In addition, a discussion is also included within the broader context of the review of the role of subordinate in the digital age, especially in the face of an intensification of the work of the platforms, freelancers and self-employed professionals on a full time basis.

Conclusion

The judgment of the Subject 1.389 by the SUPREME court, it has the potential to become a new landmark in the interpretation of that set up an effective employment relationship.

The possible finding of fraud in the public procurement for the PAY-when checked, all the elements of the employment relationship, and this will require the companies to review their contracts and civilians, especially those with expertise in personal, commonly used and is subject to direct. 

To this end, the sectors such as legal, compliance and human resources, and they must act in a preventive manner, conducting internal audits, and strengthening the basis of objective criteria of autonomy in accordance with the agreement.

The decision of the SUPREME court is expected to play a central role in the distinction between legitimate ways of recruitment fraud and labor. To establish objective criteria for the trial, you will contribute to greater predictability in relation to work and build a business in the adoption of the forms of contracts that are compatible with the current legislation.

Tax

The increase in the financial operations tax (IOF: impacts, reasons, and will be no changes to the companies and the investors

In may, in the year 2025, the Federal Government announced that it and put it into effect significant changes to the Tax on Financial Operations (IOF) on the ground to strengthen the balance sheet, align the stance of monetary policy, and to correct the distortions in the tax system. The measures set out in Decree no. 12.466/the year 2025, and the number 12.467/by 2025, and are part of the set of actions of the Federal tax to raise revenue, and to strengthen accountability.

In spite of the apparent neutrality of the technique, they awaken a concern for legal, financial, and operational, in particular in the business sector, and investors. In the following, we will highlight the main points of the measures that have been implemented.

The increase in the financial operations tax (IOF-Credit that have a direct impact on the cost of the business

One of the most significant changes has been the dramatic increase in the rate of HBS over the operations of the credit for the following companies:

• A Legal person (except Flat):
  From 1.88% in the year (the maximum for the 3,95% for the year
  (0,95% fixed + 0,0082% of the day)
• A simple Domestic transactions up to$ 30 million):
  0.88% to 1.95% at the year –

Cooperative entity of the credit shall be subject to such as joint ventures, when they exceed the threshold of$ 100 million a year, and in promoting greater equality of competition.

In addition to this, there was a regulation to express the operations of the supply, advance package, and a risk for withdrawal) as a loan operations that are subject to the IOF, in spite of the divergence in the understanding of the internal Revenue service (the Solution COSIT no. 9/2016) and CARF, creating a controversy over the possible violation of the principle of legality.

HBS-Exchange unified messaging and the increase in the rates of

All currency exchange operations have undergone important additions:

• Cross border shipments and purchase of currency-in-kind:
  the Rate increased from 1.1% to 3.5%
• International credit cards and pre-paid to:
  the New tax rate is unified by 3.5% to the sky for the progressive reduction in the planned until 2028
• External borrowing in the short-term (up to 364 days)
  will be assessed a 3.5% (previously, the tax rate is zero)
• Transfer to the application of the funds to the exterior
  , Now is subject to the IOF 3.5%

These measures seek to correct the distortions, to discourage the practices of tax evasion and reduce the volatility of exchange rates, even though they may discourage the entry of foreign capital.

HBS-Secured: focus on the high net worth and private pension funds

For pension plans in private coverage for survival, such as the product INVENTORIES, will now be taxed with a rate of 5% on the monthly allocations in excess of$ 50 billion, yet it spread among the different insurance companies.

The aim is to avoid the use of policy as a tool of investment in high-income and low taxes, while preserving the exemptions for the taxpayer for the purpose to the social security needs.

Duration:

The changes went into effect on the 23rd of may, in the year 2025, with the exception of the operations in the package, and the risk for withdrawal, you shall be subject to as from the 1st of June, in the year 2025.

As the TM is Associated with can help you with?

Our team works with great excellence in its advisory, legal, tax firms and investors by offering:

• Technical analysis tailored to examine the impact of the new tax rates and tax rules that impact on the financial operations tax (IOF;
• The diagnosis of the contract, and the operations will be affected by the changes;
• Planning for restructuring for the mitigation of fiscal risks, and the preservation of the banks.

Get in touch with us and rely on our support to get through this new stage, with the security and it strategy.

_____________________________________________________________________________________________

The measures of the Balance sheet, the new package from the Federal Government to introduce measures which seek to expand storage, and to strengthen the tax justice

Against the backdrop of the tax as well as challenging the goal, to clear the deficit in the primary by the year 2025, the Federal Government has announced a robust set of measures focused on the balance sheet. of The actions include adjustments to the financial operations tax (IOF, a review of the tax benefits, the new issues of the fiscal and the streamlining of the financial system with the potential to arrecadatório is estimated at$ 41 billion by 2026.

In the following, we will highlight the major changes that could have an impact directly to taxpayers, businesses, and investors.

Major enhancements and Changes to the Taxation of

1. Taxation of Betting, and Electronic (BETs)

What are the changes: an Increase in the taxes on online sports betting (the so-called BETs).
Impact: the Industry before the under-taxed, will be more significant on the revenue of the federal government.

2. Standardization of Tax in the Financial System

What are the changes:

• The review of financial transactions in the capital market;
• Fixes for the payment of bonds and other securities;
• The possibility to compensate for the gains and losses in a broader sense;
• Tightening of the rules for the compensation of tax, making the planning of abuse.

Impact: The extent to strengthen the tax justice, and seeks to avoid the aggressive strategies of avoidance by large financial institutions and accredited investors.

3. Business Criptoativos

What is changing: The government launches a system for taxation of digital assets (ex. criptomoedas).
Impact Expands, and forms the tax base of an industry is expanding rapidly and with little oversight.

4. The tax rate of the minimum on the FDICs of Funds for Investment in receivables)

The one that changes, and that the Establishment of the ADOPTED minimum for operation with the FDICs.
Impact: it Corrects the distortions in the favorable treatment of such funds, which are traditionally used by large corporations.

5. PEC-of-a Review of the Benefits of deferred Tax assets

What are the changes:

• Reduction of the linear, step-by-step to the benefits accorded to legal persons;
• Exceptions: a Simple a National food basket, on the privileges and immunities of the constitution and non-profit organizations;
• It covers all sorts of encouragement, or an exemption, a credit that is assumed, the basis for a low, etc.).

Impact: The extent to redistribute the tax burden, thus increasing the burden on the sectors are now favored and the fostering of an environment that is more equitable.

Other measures to Reduce the Tax Spot

Even though the pack has a focus on arrecadatório, the Government has also announced measures to reduce taxes on sectors of strategic interest, such as:

• The reduction of the financial operations tax (IOF ) on:
  • credit to the enterprise;
  • the operations of the risk of withdrawal;
  • in life insurance (for example: INVENTORIES);
• Disclaimer ADOPTED on the return of foreign direct investment.

These measures are intended to stimulate the credit for the productive, and the influx of foreign capital, and in compliance with the goals and objectives of the stability and growth of the economy.

As the TM is Associated with can help you with your business?

Our team is ready to offer you:

• Sector analysis of the impact of the new measures.
• A strategic review of the benefits of the tax currently used.
• Legal assistance in the restructuring of the financial and contractual arrangements.

Please contact us in order to understand how to protect their operation, in the face of these changes.