Contracts for the business in the long-term demand planning, flexibility, and safeguards to mitigate the risks, and to ensure legal certainty and to foster long-term relationships.
The contracts of the business for the long-term, are essential to promoting stability and developing long-lasting relationships. However, its extension to the temporal demands special attention in the management of risk and the establishment of a collateral contract. In this article, we are going to discuss in a practical manner as to ensure legal certainty for these contracts, while ensuring that the needs of the enterprise, and to avoid possible issues on the way.
The identification of the risks involved in long-term contracts
Long-term contracts involve trade-offs, extended for years or even decades, and that explains the parts of a wide range of risks at the time it increased the life span. To ensure the stability and efficiency, it is essential to identify, categorize, and predict the possible adversities, which may impact your implementation. Some of these risks, which include, for example:
- Legal risk: legal Changes, regulatory changes, and the ambiguities of contracts;
- Economic risks: Inflation, exchange rate variation and the financial crisis;
- Operational risk: a material Breach of the parties to disruptions in the supply chain and the technological obsolescence;
- The risks are exceptional: a force majeure Event, such as natural disasters and pandemics.
The management of the risks that it can be carried out with standard contractual clauses, well-structured, with mechanisms in place to mitigate them; thus, the maintenance of the relationship between the two parties.
Risk management in long-term contracts
In the era of the global, the digital transformation and innovation in the industry is evolving at a more rapid pace. To the Right you can keep the static face of technological change, especially in relation to the company and to the viability of their businesses.
In this situation, the law, and the courts have a much slower growth in the interests of the security of legal, political, cultural, and even economic problems. The freedom of contract is awarded by the Code of Civil1, it allows you, the entrepreneur, in order to support its development, with no disregard for the legal certainty and the legal system, and to avoid even the filing of lawsuits. This precaution will save time, money, and allows for the continuation of the business relationship.
In the wake, and the regulation of the developing long-lasting relationships depend on the wording of a contract is that it allows you the flexibility to have access to the legal risk is reduced, since the mechanisms are crucial to avoid the conflict. This can be done from any of the provisions, which would allow for the review of a contract, which establishes the rules for its interpretation, and to allow for regular updating, maintaining, and so is the life of the agreement. Make sure that this is not to ignore the principle of pacta sunt servanda, but relativizá it before the need to adjust the relations with the passage of time.
The flexibility of the contract, it should be easier. The use of additives to contract, to adjust for any changes due to financial reasons, such as economic, regulatory, and even to resolve the conflict of interpretation, it is a way to enable the viability of their relationship. Even though the legal certainty it is important contracts are too rigid may become non-viable over time. For this reason, the flexibility of the contract, it is vital to the life of the agreement, which allows these settings to be negotiated between the parties.
The inclusion of provisions for the review and adjustment is essential in order to ensure that the agreement is to remain a viable and just from time to time. A periodic review of the conditions of contract allow for the parties to adhere to their obligations and rights in accordance with changes in the economic environment or in the industry. The increases in the financial, for example, can be linked to rates of inflation or a change in the currency, and ensure that the values are adjusted to maintain its economic stability. In the same way, the agreements, which involve the use of, or the provision of technology and shall provide technical reviews on a regular basis, in order to develop new tools and best practices, as well as to avoid the imposition of the use of this technology are out of date.
The content of the agreement should include a clear set of rules for their interpretation, in addition to the general rule of the Civil Code, which puts them in the good-faith and on the social function of the contract, such as the guiding principles for the interpretação2. To reduce the risk of a dispute arising out of ambiguity is an important factor for the service life of the contract, the definition of the technical terms, and the hierarchy of the contract in the event of a conflict. This is careful to avoid disputes in the future, and provides more certainty for the performance of a contract, and make a clear intention and desire that lies codified in the contract.
You should be cautious too, to clean up situations and unforeseen and/or unavoidable, that in the last few years, it proved to be necessary. Events, unforeseen, and unavoidable, such as a natural disaster, pandemic, or political crisis, they can compromise the performance of the contract for the long-term.
To deal with these situations, and the inclusion of the provisions of force majeure and hardship is of the essence. As to the clause of force majeure, remove all the parts of your obligations under exceptional circumstances, the provision of a hardship it allows for the re-negotiation of the contract, in the face of major change, and the unexpected on the economic stability of the business.
To prepare for the adverse economic events is a strategy that is indispensable in the management of the risk of the contract. The prediction of a contingency plan in the contract, it ensures that all parties are clear guidelines as to how to act in situations that may hinder their implementation. Alternatives, such as the diversification of the supply chain and adjust the timing of the delivery, and the protocols for the restructuring of its contractual obligations are essential in order to mitigate the negative impacts.
A periodic supervision of the execution of the contract is a key factor in the mitigation of the risks. The contract may provide for periodic audits, performance reporting, and the creation of committees for follow-up. This continuous monitoring allows you to identify problems before they become irreversible, allowing for adjustments to the contract in a proactive manner.
Collateral contract
In view of the wording of the contract, and strategies such as those outlined above to avoid the various problems, and to contribute to the maintenance of the relationship between the parties, the foregoing warranties are an essential element in order to protect the parties involved and to ensure the implementation of the agreement. Among the main types are:
- Guarantee: a Pledge, a mortgage or deed of trust (art. 1.419, 1.431, and 1.361 Code Civil3). All guarantees are based on the binding of the goods, the specific performance of an obligation, by giving greater security to the lender;
- Personal guarantees: guarantee or endorsement of art. 818 of the Code Civil4). The recourse to involve the compromise of a third-party to ensure the fulfillment of obligations under the contract, thereby strengthening the trust between the parties.
- The insurance contract: Regulated under the art. 9, II, of the act 6.830/805 guarantee compensation in case of default. The insurance contract will transfer the economic risk of a breach to an insurance company, which agrees to cover all damages arising from the breach of the obligation. It is in common use in the civil works contracts, public grants, and on-going supply of goods or services to you. In addition to this, it can be combined with any other guarantees as to maximize the safety and security of the contract.
The security interests in real and personal information is used in the following circumstances:
(a) the Pledge
It is a guarantee that it rests on real or personal rights. As far as the debtor or a third party, the delivery of the good to the creditor or to a third party on behalf of a creditor as security for performance of the obligation.
The lender has the right to sell the good to pay off the debt in case the debtor does not fulfill his obligation.
(b) the Mortgage loan
This is a real warranty with the real estate, such as land or buildings. Unlike a earnest, well-managed, is not delivered to the lender, but it is bound by an obligation to take full account of the debt. In the event of a material breach of the lease can be taken to the seizure and subsequent sale.
(c) deed of trust.
It consists of the transfer of ownership of a movable or immovable property to a lender as a feature size as security for an obligation. The debtor remains in the possession, directly to the right, as the operation is to give it back to him when the debt is paid either. This method is widely used in business contracts, especially for the purchase of durable goods.
(d) the Guarantor
It is a contract by which one person, called the guarantor guarantees to the creditor the fulfillment of the obligation assumed by the defendant. If the principal debtor fails to comply with the obligation, the surety shall be liable for the payment method. A guarantee can be limited or unlimited, and long-term contracts, it is common to set clear boundaries in order to prevent abuse.
e) the Approval
This is a personal guarantee, typical of the negotiable instruments such as promissory notes and doubles. The guarantor assumes joint and several liability for the payment of that information, which may be driven directly by the lender in the event of a breach.
The choice of the mode-of-warranty, you should consider factors such as the type of contract, the nature of the obligation, as well as the profile of the parties involved. Guarantee to offer greater security to the lender, as collateral for personal, depend on the solvency of the third party guarantor. Since the insurance contract provides for flexibility and added safety, making them ideal for the procurement of a more complex and time.
Compliance and ESG
The practices are in compliance, and the principles of the ESG (environmental, social, and governance) will enhance the social responsibility and transparency in the contract, according to the art. 421-a of The Civil Code. These elements also contribute to the mitigation of risks, reputational, and operational. The compliance department to implement internal policies to ensure compliance with laws and regulations, reduce your exposure to the risk of the legal and financial sectors, as well as to promote a business environment that is ethical.
In turn, the incorporation of the principles of the ESG and long-term contracts that goes beyond the formal greeting of the law, by integrating environmental, social, governance and business operations. In the environmental aspect, the clauses of the contract could include a commitment to reduce emissions, waste management, and sustainable practices. In the axis of the social obligations that may include the promotion of decent work, respect for diversity and support for the communities affected by the activities of the business. As for governance, it is essential to the definition of the decision-making process transparent and audited on a regular basis and mechanisms in the fight against corruption.
These elements not only contribute to the mitigation of reputational, operational and support, but it will also create long-term value by attracting investors to the strengthening of the relations with the stakeholders, and strengthening the image of the corporate social responsibility of the company. The implementation of an effective compliance and ESG in the contract signals a strategic commitment to ethics and sustainability, by promoting trade relations in a more balanced and long-lasting.
The planning and practice of effective
The contracts for the business long term, they require careful planning, and robust mechanisms to identify and mitigate the risks. For the application of safeguards, well designed, and the respect of the legal requirements to promote legal certainty and to ensure the continuation of the contractual relationship. By adopting practices that are effective in the mitigation of the companies to ensure the stability and become contractual obligations in the framework for sustainable growth.
In this way, the business contracts of long-term, not only to ensure legal certainty and predictability in the economy, but have also become tools for dynamic adaptation and sustainability in the business world. The key to your success is not on the rigidity of it, but in the ability to progress in the face of uncertainty. After all, a contract is well structured, it is not the one that’s just laying down rules, but rather one that gives you all the parts to grow together, to face the challenges, and, above all, they from time to time. And now, with your agreement, be prepared for the future?
1 Art. 421. The freedom of contract is to be exercised within the limits of the social function of the contract.
Ii. In the contractual relationship between the private, the latter shall prevail to the principle of minimum intervention, and with the exception of the review of the contract.
2 Art. 422. The contracting parties are obliged to save them, so at the conclusion of the contract, as to its execution, to the principles of honesty and good faith.
3 Art. 1.361. It is considered as a trust of the property, feature size of the moving thing not fungible, that the defendant, with the scope of the guarantee is transferred to the creditor.
Art. 1.419. The debt secured by the lien, anticrese or a mortgage loan, the collateral is subject, on the actual link, the performance of the obligation.
Art. 1.431. It constitutes the guarantee for the effective hand-over of the possession of that which, in the assurance of your debt to a creditor or the person to whom the personal representative, is the person liable for payment or for someone for him, for one thing, mobile is more likely to sell it.
4 Art. 818. For the contract, the guarantee of a person shall ensure to satisfy the creditor of the obligation assumed by the defendant, if he can do it.
5 Art. 9 – guarantee on the run, in the amount of the debt, interest, and penalty for late payments and charges as stated in the Certificate of outstanding Debt, the debtor is able to:
(…)
II to provide bank guarantee or insurance guarantee.
6 of the VEIN, But it was Saved. Civil law; contracts. 23. ed. São paulo, SP: Atlas, 2023. (Civil Law); And 3).
7 in BRAZIL. Lei 10.406, de 10 de janeiro de 2002. The Civil Code. Available at: . Available at: [accessed 30 jan. The year 2025.
The 8 -, BRAZIL. Law, 6.830, on 22 September 1980. It’s about the legal recovery of the outstanding Debt of Public Finance, and other measures. Available at: . Available at: [accessed 30 jan. The year 2025.
9 in the CASTRO, to Decide the Chamber. The clause, hardship in business contracts in Brazil. The year 2022. Dissertation (Master in Law) at the Faculty of Law, Universidade Federal de Minas Gerais, Belo Horizonte, brazil, 2022. Available at: . Available at: [accessed 30 jan. The year 2025.
https://www.migalhas.com.br/depeso/424003/contratos-empresariais-de-longo-prazo-gestao-de-riscos-e-garantias
The Due diligence of real estate options to mitigate the risks associated with real estate transaction
Due Diligence is a term used to describe the process of analysis, and a thorough investigation, carried out with the purpose to identify and assess the risks involved in the operation.
In the context of real estate, Due Diligence refers to a set of procedures to be conducted by an attorney to review and advise their client about the possible risk, legal, document, financial, and related to the real estate transaction, ensuring the highest security, and a basis for decision-making.
In a real estate transaction, whether it is for the rental or sale of real estate, it is essential that all parties involved are aware about the situation and legal and / or financial) of each other. For this reason, it is essential to verify if the part has a stock of the proceedings in his name, has a history of bad debts, or if it actually has the ownership right of the property the subject of negotiation. In many cases, it is necessary to contact the municipal organizations in order to obtain this information in an accurate and up to date, the procedure can be conducted safely and efficiently under the guidance of an attorney who specializes in this sort of thing.
These factors are crucial for the assessment of the transaction and its legal certainty and clarity, and it can be influenced, even at the price of the deal.
It is essential, therefore, to obtain detailed information about the property and its owners. This is because, for example, in the event that the seller has actual knowledge of a court order determining the payment of the debt, or the distribution of your assets, your property, even after it’s sold, you may be subject to further legal actions. The purchaser, therefore, you run the risk of getting a fine, which, in this or next years, then you will be able to be claimed in court for a discharge of this debt, is committed to the security and the validity of the transaction.
In such cases, it is not uncommon for judges to understand that you, the buyer, to have all of the information about real property through a Due Diligence process, it also acts as a facilitator of the seller in the commission of fraud against the creditors. In addition to losing the property purchased, the purchaser is still seen to be involved in a fraudulent practice, which can lead to legal consequences.
As I have said, the Due Diligence should be carried out by considering both of the parties involved, as well as the property. How much to real estate, the most important data to determine whether they refer to the obligation “propter rem”, that is, those associated with the well, and not to their respective owners, and remain attached to the property, even after the return of the property.
A classic example of this type of debt is the PROPERTY Tax and Urban land), which remains bound to the property, and it can be charged to the purchaser after the completion of the purchase, if they are not dealt with well in advance.
In practical terms, these liabilities could present a significant obstacle for your business, thereby threatening the financial viability of the operation and, in some cases, even to the end of the continuation of the business if the new owner will be held liable for the debts prior to purchase.
In the context of a lease to a commercial, it is essential for the entrepreneur, check to see if the real property is not subject to restrictions, and in compliance with the urban planning for the city. This analysis is critical in order to ensure that the intended use by the tenant is legally permissible to do so, thus ensuring that the business activity you want to be carried on in a regular manner, securely, and in accordance with the legislation in force.
For the safety and recovery of the investment in a real estate transaction is carried out through a Due Diligence process that is rigorous and well-conducted. This is the detailed process of testing and verification of the documents, the legal and the financial do not just and protects the buyer against any possible hidden liabilities, but also providing greater transparency and trust to the transaction.
Allanis da Silva Dourado – Graduate degree in Law from Pontifícia Universidade Católica de Campinas (PUC-Campinas) – she is the Author of the Articles, Paralegal have Associated with it.
Anna Paula freely and responsibly on Pine, a Lawyer with a degree in law, with a focus on civil law, from the University Presbyterian Mackenzie (2021), and which is registered at the Ordem dos Advogados do Brasil, São Paulo (OAB/SP) (2021). A post-graduate in Business Law from the Pontifical Catholic University of Rio Grande do Sul (PUC-RS). She is the author of the articles. A member of the State committee of the Business Law of the FEDERAMINAS. A lawyer for the Department, the Advisory does have Associated with it.
References:
GODO, F., Luiz. for The audit of the documentation of registration of real estate. São Paulo, the executive director, 2024. Available in:on The audit of the documentation of registration of real estate – executive director.pdf. available at: [accessed 13 jan. The year 2025.AIRES, Henrique Martins, Gontijo. The real Estate development and Challenges in the acquisition of land and the registration of the units, built-in. Goiás: a Repository of Academic Degree (SAR), 2024. Available in: real ESTATE development Challenges in the acquisition of land and the registration of the units built-in
Tax reform – the impact of The tax burden incident to the holding companies, and in the transition regime
The tax reform adopted in Brazil is governed by the Law of the Complementary 2014/2025, which is resulting in significant changes in the structure of the taxation of holding companies, companies that are frequently used for the organization’s assets and estate.
Today, the holdings in equity, subject to a majority in the scheme of Profit before tax, they have a tax bill is effective in approximately of the 14,53% of revenue comes from the activity of the lease.
With the establishment of the IBS (Goods and Services Tax) and CBS (Contributions in Goods and Services, the new taxes that were brought about by the reformation, the estimate of the burden of paying the tax act on the income from the lease is about to 18,28%, with an increase of 6.95% of the revenue from the holdings of cultural heritage that carry out this type of activity.
In the face of a significant increase in the Complementary Law no. 214/2025 set up a transitional arrangement for the collection of IBS and CBS in order to offer you a adapt more smoothly to the new tax rules. These rules apply to legal entities, and the owners of the holdings in the equity that you carry out the activities of the lease, assignment, or lease of real property, with special provisions for leases of residential and non-residential.
1. The Main Changes Are
The scheme allows for a simplified taxation on the gross income derived from those activities, and the application of a reduced rate of 3.65%. for This measure aims to facilitate the transition to the new tax system, ensuring the reliability and security to the existing contracts.
Thus, the companies that participate in the transition regime, will have a mean load of the 14,53%, tax rate, this is equivalent to the pre-reform.
2. The requirements to Join the Scheme
The conditions for the membership will vary depending on the type of rental:
2.1. The contracts for the Lease of Residential
2.2. Contracts for the Lease of Residential
3. The benefits of the Scheme
4. Recommendations
5. Conclusion
The Complementary Law no. 214/2025 introduced a temporary mechanism is essential to protect the business and to the holders of the holdings in the equity of the changes to the tax. The membership of the transitional arrangements to ensure stability for the leasing of residential and non-residential use during the transition to the new model of taxation.
For expert support in the membership of the scheme or, in the planning, tax, please get in touch with our team of investors.
Barbara Giansante Moquiute
A lawyer with a bachelor degree in law with an emphasis in tax law from Universidade Presbiteriana Mackenzie (2021), and which is registered at the Ordem dos Advogados do Brasil, São Paulo (OAB/SP) (2022). A post-Graduate degree and a specialization in Tax Law from the Pontifical Catholic University of Rio Grande do Sul (PUC/RS) (2022-2023). A lawyer and a Leader of the Tax have Associated with it.
Raphael O. F. T. Pizza
The socio-Institutional structure, a member of the Board of Directors and is responsible for the area of taxation in the office by TM Associates; Professor of the subjects of Legislation and of Accounting, Tax Planning and taxation at the Institute for Research, Accounting, Actuarial and Financial information (Fipecafi), which is part of the University of São Paulo (FEA-USP), Master’s in Accounting, and Actuarial Science the Pontifical Catholic University of São Paulo, an Economist graduated from the primary school in São Paulo, the current Insper, and Lawyer, a graduate of the University Presbyterian Mackenzie university.
Tax incentives in são paulo, brazil: find out how your business can take advantage of before the time runs out!
If your company is already using tax incentives or are you looking for ways to reduce costs and increase competitiveness, it is the right time to do it. The Government of the State of São Paulo, extended range, and extends the time limits for the number of benefits of tax policy.
A review of the benefits of the tax covering the different sectors of strategic importance, including food, medicine, transportation, energy, and fuel. Hence, there has been a repeal of some of the benefits, and the renovation of the other settings to suit the specific needs of each customer segment.
Tax Incentives Extended By:
The tax incentives are revoked:
The tax incentives are a powerful tool to optimize the management of the finances of the business, allowing you to reduce operating costs and increase competitiveness in the market. In addition to relieving the burden of paying the tax, both of these benefits can be used to boost investment, innovation, and expanding and strengthening the company’s position in a business environment that is increasingly more and more challenging. Take advantage of these opportunities, it is not only strategic, but it is essential to ensure sustainable growth and to maximise the results.
Our law firm is available to assist you with your business, in the analysis and utilization of these tax incentives, thus ensuring maximum compliance, and efficiency. Contact us to plan a tailor-made strategies.
Contracts for the business in the long-term Management of the risks and safeguards
Contracts for the business in the long-term demand planning, flexibility, and safeguards to mitigate the risks, and to ensure legal certainty and to foster long-term relationships.
The contracts of the business for the long-term, are essential to promoting stability and developing long-lasting relationships. However, its extension to the temporal demands special attention in the management of risk and the establishment of a collateral contract. In this article, we are going to discuss in a practical manner as to ensure legal certainty for these contracts, while ensuring that the needs of the enterprise, and to avoid possible issues on the way.
The identification of the risks involved in long-term contracts
Long-term contracts involve trade-offs, extended for years or even decades, and that explains the parts of a wide range of risks at the time it increased the life span. To ensure the stability and efficiency, it is essential to identify, categorize, and predict the possible adversities, which may impact your implementation. Some of these risks, which include, for example:
The management of the risks that it can be carried out with standard contractual clauses, well-structured, with mechanisms in place to mitigate them; thus, the maintenance of the relationship between the two parties.
Risk management in long-term contracts
In the era of the global, the digital transformation and innovation in the industry is evolving at a more rapid pace. To the Right you can keep the static face of technological change, especially in relation to the company and to the viability of their businesses.
In this situation, the law, and the courts have a much slower growth in the interests of the security of legal, political, cultural, and even economic problems. The freedom of contract is awarded by the Code of Civil1, it allows you, the entrepreneur, in order to support its development, with no disregard for the legal certainty and the legal system, and to avoid even the filing of lawsuits. This precaution will save time, money, and allows for the continuation of the business relationship.
In the wake, and the regulation of the developing long-lasting relationships depend on the wording of a contract is that it allows you the flexibility to have access to the legal risk is reduced, since the mechanisms are crucial to avoid the conflict. This can be done from any of the provisions, which would allow for the review of a contract, which establishes the rules for its interpretation, and to allow for regular updating, maintaining, and so is the life of the agreement. Make sure that this is not to ignore the principle of pacta sunt servanda, but relativizá it before the need to adjust the relations with the passage of time.
The flexibility of the contract, it should be easier. The use of additives to contract, to adjust for any changes due to financial reasons, such as economic, regulatory, and even to resolve the conflict of interpretation, it is a way to enable the viability of their relationship. Even though the legal certainty it is important contracts are too rigid may become non-viable over time. For this reason, the flexibility of the contract, it is vital to the life of the agreement, which allows these settings to be negotiated between the parties.
The inclusion of provisions for the review and adjustment is essential in order to ensure that the agreement is to remain a viable and just from time to time. A periodic review of the conditions of contract allow for the parties to adhere to their obligations and rights in accordance with changes in the economic environment or in the industry. The increases in the financial, for example, can be linked to rates of inflation or a change in the currency, and ensure that the values are adjusted to maintain its economic stability. In the same way, the agreements, which involve the use of, or the provision of technology and shall provide technical reviews on a regular basis, in order to develop new tools and best practices, as well as to avoid the imposition of the use of this technology are out of date.
The content of the agreement should include a clear set of rules for their interpretation, in addition to the general rule of the Civil Code, which puts them in the good-faith and on the social function of the contract, such as the guiding principles for the interpretação2. To reduce the risk of a dispute arising out of ambiguity is an important factor for the service life of the contract, the definition of the technical terms, and the hierarchy of the contract in the event of a conflict. This is careful to avoid disputes in the future, and provides more certainty for the performance of a contract, and make a clear intention and desire that lies codified in the contract.
You should be cautious too, to clean up situations and unforeseen and/or unavoidable, that in the last few years, it proved to be necessary. Events, unforeseen, and unavoidable, such as a natural disaster, pandemic, or political crisis, they can compromise the performance of the contract for the long-term.
To deal with these situations, and the inclusion of the provisions of force majeure and hardship is of the essence. As to the clause of force majeure, remove all the parts of your obligations under exceptional circumstances, the provision of a hardship it allows for the re-negotiation of the contract, in the face of major change, and the unexpected on the economic stability of the business.
To prepare for the adverse economic events is a strategy that is indispensable in the management of the risk of the contract. The prediction of a contingency plan in the contract, it ensures that all parties are clear guidelines as to how to act in situations that may hinder their implementation. Alternatives, such as the diversification of the supply chain and adjust the timing of the delivery, and the protocols for the restructuring of its contractual obligations are essential in order to mitigate the negative impacts.
A periodic supervision of the execution of the contract is a key factor in the mitigation of the risks. The contract may provide for periodic audits, performance reporting, and the creation of committees for follow-up. This continuous monitoring allows you to identify problems before they become irreversible, allowing for adjustments to the contract in a proactive manner.
Collateral contract
In view of the wording of the contract, and strategies such as those outlined above to avoid the various problems, and to contribute to the maintenance of the relationship between the parties, the foregoing warranties are an essential element in order to protect the parties involved and to ensure the implementation of the agreement. Among the main types are:
The security interests in real and personal information is used in the following circumstances:
(a) the Pledge
It is a guarantee that it rests on real or personal rights. As far as the debtor or a third party, the delivery of the good to the creditor or to a third party on behalf of a creditor as security for performance of the obligation.
The lender has the right to sell the good to pay off the debt in case the debtor does not fulfill his obligation.
(b) the Mortgage loan
This is a real warranty with the real estate, such as land or buildings. Unlike a earnest, well-managed, is not delivered to the lender, but it is bound by an obligation to take full account of the debt. In the event of a material breach of the lease can be taken to the seizure and subsequent sale.
(c) deed of trust.
It consists of the transfer of ownership of a movable or immovable property to a lender as a feature size as security for an obligation. The debtor remains in the possession, directly to the right, as the operation is to give it back to him when the debt is paid either. This method is widely used in business contracts, especially for the purchase of durable goods.
(d) the Guarantor
It is a contract by which one person, called the guarantor guarantees to the creditor the fulfillment of the obligation assumed by the defendant. If the principal debtor fails to comply with the obligation, the surety shall be liable for the payment method. A guarantee can be limited or unlimited, and long-term contracts, it is common to set clear boundaries in order to prevent abuse.
e) the Approval
This is a personal guarantee, typical of the negotiable instruments such as promissory notes and doubles. The guarantor assumes joint and several liability for the payment of that information, which may be driven directly by the lender in the event of a breach.
The choice of the mode-of-warranty, you should consider factors such as the type of contract, the nature of the obligation, as well as the profile of the parties involved. Guarantee to offer greater security to the lender, as collateral for personal, depend on the solvency of the third party guarantor. Since the insurance contract provides for flexibility and added safety, making them ideal for the procurement of a more complex and time.
Compliance and ESG
The practices are in compliance, and the principles of the ESG (environmental, social, and governance) will enhance the social responsibility and transparency in the contract, according to the art. 421-a of The Civil Code. These elements also contribute to the mitigation of risks, reputational, and operational. The compliance department to implement internal policies to ensure compliance with laws and regulations, reduce your exposure to the risk of the legal and financial sectors, as well as to promote a business environment that is ethical.
In turn, the incorporation of the principles of the ESG and long-term contracts that goes beyond the formal greeting of the law, by integrating environmental, social, governance and business operations. In the environmental aspect, the clauses of the contract could include a commitment to reduce emissions, waste management, and sustainable practices. In the axis of the social obligations that may include the promotion of decent work, respect for diversity and support for the communities affected by the activities of the business. As for governance, it is essential to the definition of the decision-making process transparent and audited on a regular basis and mechanisms in the fight against corruption.
These elements not only contribute to the mitigation of reputational, operational and support, but it will also create long-term value by attracting investors to the strengthening of the relations with the stakeholders, and strengthening the image of the corporate social responsibility of the company. The implementation of an effective compliance and ESG in the contract signals a strategic commitment to ethics and sustainability, by promoting trade relations in a more balanced and long-lasting.
The planning and practice of effective
The contracts for the business long term, they require careful planning, and robust mechanisms to identify and mitigate the risks. For the application of safeguards, well designed, and the respect of the legal requirements to promote legal certainty and to ensure the continuation of the contractual relationship. By adopting practices that are effective in the mitigation of the companies to ensure the stability and become contractual obligations in the framework for sustainable growth.
In this way, the business contracts of long-term, not only to ensure legal certainty and predictability in the economy, but have also become tools for dynamic adaptation and sustainability in the business world. The key to your success is not on the rigidity of it, but in the ability to progress in the face of uncertainty. After all, a contract is well structured, it is not the one that’s just laying down rules, but rather one that gives you all the parts to grow together, to face the challenges, and, above all, they from time to time. And now, with your agreement, be prepared for the future?
1 Art. 421. The freedom of contract is to be exercised within the limits of the social function of the contract.
Ii. In the contractual relationship between the private, the latter shall prevail to the principle of minimum intervention, and with the exception of the review of the contract.
2 Art. 422. The contracting parties are obliged to save them, so at the conclusion of the contract, as to its execution, to the principles of honesty and good faith.
3 Art. 1.361. It is considered as a trust of the property, feature size of the moving thing not fungible, that the defendant, with the scope of the guarantee is transferred to the creditor.
Art. 1.419. The debt secured by the lien, anticrese or a mortgage loan, the collateral is subject, on the actual link, the performance of the obligation.
Art. 1.431. It constitutes the guarantee for the effective hand-over of the possession of that which, in the assurance of your debt to a creditor or the person to whom the personal representative, is the person liable for payment or for someone for him, for one thing, mobile is more likely to sell it.
4 Art. 818. For the contract, the guarantee of a person shall ensure to satisfy the creditor of the obligation assumed by the defendant, if he can do it.
5 Art. 9 – guarantee on the run, in the amount of the debt, interest, and penalty for late payments and charges as stated in the Certificate of outstanding Debt, the debtor is able to:
(…)
II to provide bank guarantee or insurance guarantee.
6 of the VEIN, But it was Saved. Civil law; contracts. 23. ed. São paulo, SP: Atlas, 2023. (Civil Law); And 3).
7 in BRAZIL. Lei 10.406, de 10 de janeiro de 2002. The Civil Code. Available at: . Available at: [accessed 30 jan. The year 2025.
The 8 -, BRAZIL. Law, 6.830, on 22 September 1980. It’s about the legal recovery of the outstanding Debt of Public Finance, and other measures. Available at: . Available at: [accessed 30 jan. The year 2025.
9 in the CASTRO, to Decide the Chamber. The clause, hardship in business contracts in Brazil. The year 2022. Dissertation (Master in Law) at the Faculty of Law, Universidade Federal de Minas Gerais, Belo Horizonte, brazil, 2022. Available at: . Available at: [accessed 30 jan. The year 2025.
https://www.migalhas.com.br/depeso/424003/contratos-empresariais-de-longo-prazo-gestao-de-riscos-e-garantias
To civil liability in the use of Artificial Intelligence: Challenges and prospects
In Brazil, even though the legislation in force, and to provide you general guidance on the liability of the absence of specific rules, for he has gaps in it, and another.
Artificial Intelligence (AI) has promoted significant advances in many fields, such as health care, transportation, education, and commerce, by fundamentally changing the way in which a society interact and use technology. However, the exponential growth in the use of AI also brings with it concerns of cool, especially with regard to the liability. When the systems are GOING to cause you harm, there is the challenge of identifying those who should be held responsible: the developer and the manufacturer, the operator, or the end-user?
In Brazil, even though the legislation in force, and to provide you general guidance on the liability of the absence of specific rules, for he has gaps in it, and another. This is especially true in the face of the growing autonomy of these systems, which often make decisions in unpredictable, even to their creators.
The concept of Artificial Intelligence and its use in Brazil
Artificial intelligence can be defined as the ability of computer systems to perform tasks that normally require human intelligence, such as decision making, pattern recognition, and learning. In Brazil, the AI has been widely used in the industries such as financial services, transportation, health care, and even in the Judiciary, through the use of an algorithm to assist in the admission of resources, and to the analysis of the process.
However, in the absence of specific legislation in Brazil leads to uncertainty as to the application of the principles of liability in a civil action. Instruments, such as the Civil Code and the Civil rights Framework for the Internet, and the Law on Data Protection (LGPD) offers some guidance, but they lack the breadth to address the specific circumstances of AI, especially in terms of the autonomy of the systems.
To civil liability in the context of R: Objective and subjective
To civil liability, in Brazil, it can be categorized into two main types: strict, according to the art-9271 of the Civil Code, there is no blame, and this is applied to the case in which the activity of the agent, and, by their nature, involve risk to the rights of others, or in special cases as are provided by law. It already is the responsibility of the subjective, which is covered by art. (1862) and require evidence of the willful misconduct or negligence of the agent’s being set up when there is a wrongful act that causes injury to another person, on the causal link between the conduct and the injury. In the context of the use of AI, there are many questions about how these two systems may be applied.
– The liability of the relationship between the consumption involving Artificial Intelligence (AI), there are unique challenges to providers, especially as a result of the reversal of the burden of proof in favour of the consumer. This feature requires the providers of the need for production of evidence is robust to push away the responsibility, and, as appropriate, in the context of a court.
The definition of a ‘defect’ in the product, in the context of AI, it acquires new dimensions, and is widely discussed in the cases. Issues such as the duty of disclosure and compliance in the use according to the guidelines of the supplier to make them even more power. Concepts such as ‘risk reasonably to be expected’ and ‘risk’ assume a leading role in the debate, requiring in-depth analyses and techniques in order to delineate the limits of the liability of the supplier.
In addition to this, the evidence presents a significant technical challenges due to the complexity of the systems, I WOULD. The work of the legal experts and highly trained in the technology, it will be necessary, as well as the technical skills of the parties involved in order to support their arguments. This dynamic puts to the test the structure of the judicial system in dealing with the demands of a variety of high complexity.
It is also that of the Consumer protection Code, it being a law principiológica with a series of illustration from the practice infrativas, leaves room for interpretations and varied. This feature, though praised as a virtue of the system, can lead to uncertainties in the practical application in a field so new and disruptive as it were. Your marketplace to face the challenges that are related to the uniformity of understanding of the issues that are still under construction, legal advice.
So, even though the legislative framework to the current offer some support and discussion of the regulation of the specific is in progress, there is a clear spaces to be filled in relation to administrative and judicial review. The goal is to achieve a balance in which the rights of the consumer as to the quality and safety of products and services that may be preserved, and at the same time, to ensure the protection of supplier and the encouragement of innovation in technology. That a harmonisation is possible to establish a regulatory environment that’s safe for and conducive to the development of solutions based on AI.
On the other hand, it is the responsibility of subjective, it can also be applied in cases where it is not possible to identify human errors, like in programming, algorithm, or the inadequate supervision of the systems GOING. If this is the case, it would be necessary to prove that the developer, operator, or user, has acted with gross negligence, recklessness, or in a reckless manner.
The difficulties in the identification of those responsible in the case of autonomous systems
One of the most difficult in the context of AI is the name of the person responsible for the damage. Stand-alone systems which can make complex decisions without human intervention, direct, and that makes it more difficult for the attribution of responsibility. In a scenario in which an autonomous vehicle causes an accident, for example, would be the manufacturer of the motor vehicle, the developer of the algorithm, or the owner of the car is responsible for this?
In addition to this, the use of machine learning algorithms and self-improve over time compounds this challenge, given that the decisions may be the result of a learning process that was not planned or controlled at the time of its initial programming.
Legal doctrine has been discussed is the possibility of the establishment of a regime of liability specific to AI, which is to include a picture of a ‘supervisor’, the human is responsible for the continuous monitoring of systems self-employed. This oversight could reduce the risk, but it also would require the creation of new benchmarks for product liability, as to the duty of care and the continuous updating of the systems is GOING to.
The current status of the regulations in Brazil
Brazil has taken a significant step in the regulation of Artificial Intelligence (AI), with the approval of the Senate on December 10, 2024, with a set of rules focused on the development and operation of the systems that WENT into the país3. These rules seek to balance the protection of citizens ‘ rights, safety, and transparency in the use of technology, and the need to promote innovation and the growth of the industry.
The security and Transparency of The new law emphasizes on the safety and security of the data and the transparency of the algorithms that are used in the systems GOING. It sets guidelines for the collection, storage and use of your data, with a focus on the protection of personal information, and to combat discrimination in algorithmic. These aspects are in direct contact with the need to ensure that their systems WOULD not meet the expected standards of reliability and predictability, a theme that has been discussed in the article, but it could be expanded to include discussions on how to implement these conditions in a practical way.
Supervision: A focal point of the new law is the creation of a National System for the Regulation and Governance of Artificial Intelligence (CIS), which will have the role to oversee the development and use of systems, AI, and ensuring compliance with the rules. In addition, it has been, will be responsible for promoting the education, and the development of best practices WOULD contribute to the mitigation of the risks that are associated with the use of this technology. The article mentions the need for human supervision, but it could be to explore how the work of organizations such as the CIS, will influence the allocation of responsibilities in case of damages.
Sanctions and Penalties-It is a highlight of the sanctions for non-compliance with the rules. Among the penalties, including significant fines and the suspension of the systems that could pose a risk to the safety or that violates the rights set out in the legislation. Such devices will increase the importance of an approach to the ethical and responsible development and use of AI, demanding that the companies most committed to legal compliance. The impact of these sanctions on the practice of corporate and technological innovation, it deserves special attention, since it can directly affect the way in which the business operates, and invests in solutions that I am GOING.
In this regulation, it marks the beginning of a more solid structure for the governance of it in Brazil, but it also depends on your implementation and the development of institutional capacity for implementation. In this sense, the advance in the legislature, it must be accompanied by efforts to educate the operators on the Right, as well as experts and developers, and promoting a eco-system in which the liability is well established, and the technological solutions that are able to thrive.
Gaps in the laws and the need for specific regulations
This bill is in progress on the system’s Intelligence Artificial4, it has been widely criticized for its proposals, which, according to some of the especialistas5, you could end up engessando to the development and innovation in the area due to the excess of the restrictions and the lack of clarity with regard to the practical application. This is a critical point to the need for a balance between the protection of human rights and the promotion of the advancement of technology. The lack of clarity in the legislative leads to uncertainty about how to apply the principles of liability in a case involving AI, which can discourage innovation, and leave consumers unprotected.
A possible solution would be the creation of a specific regulatory framework for AI, based on international standards such as the eu Europeia6, that the proposed guidelines in order to ensure the transparency and security of the systems that I am GOING. This framework would provide clear responsibilities for developers, operators, and users, and to establish guidelines for the certification and auditing of the systems is GOING to.
Concluding remarks and perspectives for the future
Artificial intelligence represents a technological revolution that will bring about tremendous benefits to society, but it also poses challenges for the legal material. To civil liability in the use of AI is still a field under development, and there is a need to adapt to the rules of law to deal with the new realities of the technology.
However, it is important that the legislature of Brazil’s fast-forward to the regulations specific to the AI to ensure the protection of the rights of the citizens, and at the same time, to promote the technological innovation. The development of a system of civil liability in the most clear and efficient manner, which takes into consideration the responsibility of the objective and the subjective, it is essential to balance the interests of the parties concerned, and to ensure an environment-legal, secure, and reliable, the use of AI.
1 Art. 927. The one who, by the wrongful act (art. 186 and 187), causes damage to another, shall be required to repair it. (See ADI’s no. 7055) (See ADI no. 6792). Ii. There will be an obligation to make good the damage, regardless of fault, and in the cases specified in the law, or when the activity is usually developed by the author of the injury involves, by its very nature, a risk to the rights of others.
2 Art. 186. The one who, by act or omission by a voluntary act, neglect, or lack of, to violate the law and cause harm to someone else, even exclusively, moral, and makes the act a crime.
3 https://oglobo.globo.com/economia/noticia/2024/12/10/senado-aprova-projeto-de-regulamentacao-de-inteligencia-artificial-no-brasil.ghtml
4 https://www25.senado.leg.br/web/atividade/materias/-/materia/157233
5 https://www12.senado.leg.br/radio/1/noticia/2024/09/05/especialista-criticam-proposta-de-regulamentacao-da-inteligencia-artificial
6 https://www.europarl.europa.eu/topics/pt/article/20230601STO93804/lei-da-ue-sobre-ia-primeira-regulamentacao-de-inteligencia-artificial#:~:text=Em%20abril%20de%202021%2C%20a%20Comiss%C3%A3o%20Europeia%20prop%C3%B4s,com%20o%20risco%20que%20representam%20para%20os%20utilizadores.
https://www.migalhas.com.br/depeso/422333/a-responsabilidade-civil-no-uso-de-inteligencia-artificial
A major upgrade to the “NR-01” and the new framework for occupational safety and health
The FF-01 was recast in 2024, while also addressing psychosocial risks, and requires action to prevent them. The companies must meet between now and 2025, to avoid the fines.
What are some of the Website – Regulations?
On the Website – the Regulatory Standards are a set of provisions issued by the MINISTRY of labor and employment, Ministry of Labour and Employment, to ensure the health and safety of workers in different employment contexts. The Website is based on the legal CLT – consolidação das leis do the Work and set out the minimum standards to be observed by both employers and employees. Since its inception, the Website went through constant updates in order to adapt to the new demands of the labour market and the development of new technologies and security practices.
The FF-01 and, in particular, has as its primary focus to establish general guidelines for the management of occupational health and safety, and serves as the foundation for all other rules and regulations.
Providing historical background and developments of the FF-01
On the day of 27/8/24, it was the publication of the decree the MINISTRY of 1.419, bringing with it significant changes to the NR-01 – Regulatory Standard no. 01. This standard has gained new prominence in the redesign of the chapter, ‘to 1.5 Risk Management in the Workplace’ and a review of the ‘Annex I: Terms and Definitions’. Changes to reaffirm its commitment to promoting a work environment that is safer, more inclusive and adapted to the realities of the contemporary world of work.
The main changes in the NR-01
Among the main changes introduced by decree the MINISTRY of 1.419, we highlight the following:
Strategic actions for the well-being of the workers
To ensure a healthy work environment, companies need to adopt effective strategies to prevent harassment and violence at work, as well as to implement measures to manage psychosocial risks. Some of the recommended actions include the following:
Enforcement and penalties
The update of the RMP shall be available for inspection from the 26/5/25. If you do not see the business you will be notified, and will have a deadline for a settlement. In the event of non-compliance will be subject to a fine in proportion to the number of employees at the level of the offense and the items are not met.
Impact, and expectations
The inclusion of psychosocial risks, such as the central element of the RMP represents a revolution in the field of health and safety in the workplace. The fact that your mental health is just as important as physical health, the law reflects a concern for the well-being of part of the workforce. This approach is aligned with the global trend in which companies are investing in the work environments, the most well-balanced and inviting, while reducing costs with the leaves, and by promoting increased productivity.
Another important point is the improvement of the requirements for the documentation of the risks and drawing up plans of action. The standardization of the information that would allow for greater control and oversight on the part of the authorities. Companies of all sizes can have up to 25/5/25 to implement these changes, which include the review of internal processes, and the training of leaders that are able to cope with the new challenges.
A look into the future
The update of the FF-01 and highlights the importance of the integrated approach to the management of risks to health and in the workplace. The demand for organizations to incorporate the management of psychosocial factors in the policies of the Brazil, takes an important step towards the promotion of employment contexts healthy, costumes, and safe.
From the point of view of the business, these changes represent an opportunity for companies to set themselves apart as the references on the best practices of management and safety in the workplace. The adoption of preventive measures, and the creation of a working environment that is welcoming, can result in increased engagement of staff, reduce turnover, and improve on the reputation of the brand of the employer.
In addition to this, the reduction of accidents and sicknesses that are related to work has a direct impact on operating costs, reducing operational expenses, with the event of absence, compensation, and litigation. In the long term, companies that are able to adapt quickly to the new requirements of the NR-01 will be well-positioned to meet the challenges of the market, while ensuring the sustainability and competitiveness.
These updates represent an advance, is essential to the health and safety of workers, and the emergence of a working environment, more compassionate and more productive.
https://www.migalhas.com.br/depeso/423916/atualizacao-da-nr-01-e-novo-marco-para-a-seguranca-e-saude-ocupacional
What You Need To Know About A Corporate Re-Organization!
A!!! dinamicidade in the business environment, and imposes a constant challenge for organizations, requiring adjustments to the structural and strategies to ensure sustainability, competitiveness, and efficiency. In this context, the restructuring is also emerging as an essential step to optimize operations, reduce costs, and promote the sustainable growth of the business. It’s a strategic tool is essential to bring the enterprise to the needs of your business, and to mitigate the risks and maximizing the opportunities.
What is Corporate restructuring?
Corporate restructuring refers to the number of structural changes carried out in the enterprise, involving changes in the corporate structure, legal structure, or organization.
These changes may occur by way of merger, consolidation, spin-off, and the transformation/conversion, as set out in the corporate law in force, in particular with the brazilian corporate Law (Law no. 6.404/76), and the Civil Code (Act no. 10.406/02)[1].
In addition, the re may be tied to the strategic objectives, such as estate planning, organizing, tax, adapting to the dynamics of the global marketplace, and as a mechanism for crisis management of the enterprise.
When you Do it with a Corporate re-organization?
The need for corporate re-organization can emerge in a variety of settings, such as:
The types of Corporate restructuring
In the reorganization that can occur in a variety of ways, depending on the goals of the company and compliance with applicable laws. One of the major modes are:
Each type of reorganization requires a thorough assessment on the impacts of the tax, regulatory, and policy, to ensure that the changes meet the goals of the business, without compromising their strength.
How to Make a Corporate Reorganisation?
The implementation of a corporate re-organization, requires planning and execution of structured. The process can be carried out in the following manner:
Conclusion
A corporate re-organization can be a key element for the strengthening and growth of a company is to maximize its effectiveness, expand operations, or to ensure their survival in the face of financial challenges. When you adopt the right strategy, organizations are able to optimize its design, to reduce risk and strengthen their foothold in the market. However, in order for this process to be successful, it is important to have a detailed plan and the legal counsel of the company.
In this scenario, it is critical that business owners and managers to assess how frequently in the current structure of your business is the most efficient and strategic planning to achieve their goals. A corporate re-organization, is not just a tool to fix the issues, but it’s an opportunity to drive growth, mitigate risk and strengthen their competitiveness.
And have you ever thought about the future of your business? Its structure is in line with its plans for expansion, and security? Such a reorganization could be to optimize your results?
The answers to these questions can determine the success of your business in the next few years. To make strategic decisions, it is important to have expert advice, ensuring that each step is designed to safely, and in line with the best interests of the company.
References
BRAZIL. Law no. 6,404, of December 15, 1976. It’s about all the company’s Shares. Available at: http://www.planalto.gov.br/ccivil_03/leis/l6404compilada.htm. Available at: [accessed 02 march, in the year 2025.
BRAZIL. Law no. 10.406, de 10 de janeiro de 2002. On the Civil Code. Available at: http://www.planalto.gov.br/ccivil_03/leis/2002/L10406.htm. Available at: [accessed 02 march, in the year 2025.
BRAZIL. Law no. 11.101, February 9, 2005. Regulating the recovery of court, out of court, and the bankruptcy of the manager and the company business. Available at: http://www.planalto.gov.br/ccivil_03/_Ato2004-2006/2005/Lei/L11101.htm. Available at: [accessed 02 march, in the year 2025.
BRAZIL. Law no. 11,638, of December 28, 2007. Amending and repealing the provisions of Law no. 6.404/76 and introducing international accounting standards. Available at: http://www.planalto.gov.br/ccivil_03/_ato2007-2010/2007/lei/l11638.htm. Available at: [accessed 02 march, in the year 2025.
BRAZIL. Law no. 12.529, on November 30, 2011. The structure of the Brazilian System for the protection of Competition and on the prevention and suppression of violations against the economic order. Available at: http://www.planalto.gov.br/ccivil_03/_Ato2011-2014/2011/Lei/L12529.htm. Available at: [accessed 02 march, in the year 2025.
BRAZIL. Law no. 13.105, de 16 de março de 2015. The code of Civil Procedure. Available at: http://www.planalto.gov.br/ccivil_03/_Ato2015-2018/2015/Lei/L13105.htm. Available at: [accessed 02 march, in the year 2025.
FIELD, Steve. A course in Business Law. 17. ed. Rio de Janeiro: Forense, 2018.
SANTA CRUZ, Robert Louis. In Corporate Law. 4. ed. Rio de Janeiro: Forense, 2020.
SHE Marcelo Barbosa. Guide to Business Law. 4. ed. São Paulo: Saraiva, 2022.
TOMAZETTE, Marlon. A course in Business Law. 8. ed. São Paulo: Atlas, 2017.
Of the VEIN, But it was Saved. In Corporate Law. 9. ed. São Paulo: Atlas, The Latest In 2018.
Barbara Rita Escapin – a Lawyer with a degree in Law from the faculty of Integrated River in the White Foundation members in São Paulo, enrolled with the Brazilian bar association, São Paulo (OAB/SP) (2019). The training on Executive Education/the Compliance by Fundação Getúlio Vargas (2022). A post-graduate degree in Corporate Law from Fundação Getúlio Vargas. She is the author of the articles. A lawyer and a Leader of the TM is Associated with it.
Helen Rodrigues de Souza – a Lawyer with a degree in Law from the Pontifical Catholic University of Campinas, sp, enrolled with the Brazilian bar association, São Paulo (OAB/SP) (2019). Training in Human Rights and Social, from the Portuguese Catholic University in Lisbon (2020). Training in Data Protection Officer by – Law, the General Data Protection by Renato Saraiva Education Complex (2021). College Education on the Topics of Advanced Private and Public Law from the University of Santiago of Compostela (in 2021). A Master’s degree in Business Admnistration in Tax Management from the University of São Paulo and in the Escola Superior de Agricultura ‘ Luiz de Queiroz (2022). Participation in the book “the Tax on agriculture”, by editora Lumen Juris (2023). The training in Litigation, Strategic, Getulio Vargas Foundation (2024). A post-graduate degree in Corporate Law from the Pontifical Catholic University of Rio Grande do Sul (2024). Attending a Latin-Legum Magister in Corporate Law and Capital markets, the Brazilian Institute of Capital markets in Sao Paulo. She is the author of the articles. A lawyer have Associated with it.
[1] In addition to the laws mentioned above, several of the rules governing the restructuring in Brazil. For example, the rules of CADE (conselho Administrativo de Defesa Econômica), Control of economic concentration, the CVM (Securities and exchange Commission) Regulation of public and private companies, and the Code of Civil Procedure and, in particular, on the part of virtue, and of the legal procedures that apply to the Law no. 11.638/07 – the Rules of financial accounting, and the convergence to international standards, the Law no. 11.101/05) (Law of the Judicial reorganization and Bankruptcy) Procedure for the restructuring of companies in crisis among the sources of legislation.
[2] Art. 228 of the Law (s. a. Law no. 6,404/76
[3] Art. 227 of the Act, S. A., Law no. 6,404/76
[4] Art. 229 of the Law (s. a. Law no. 6,404/76
[5] Art. 220 of the Act of the directors, and the arts. 1.113 to a total of 1,115 of the Code of Civil – Lei nº 10.406/02
The importance of a plan for jobs and wages in the corporate world, globalized world
PCS – Level jobs and Salaries, it is essential to improve the management to motivate the employees and to ensure the efficiency, attracting talent, and growing organization.
Introduction
The changes in the regional economy to the global increased the competition among the companies. With the rapid advancement of technology and the creation of a digital platform for the sales and merchandising, and service companies have begun to produce better and more efficiently.
Currently, the platforms, with the aim of social connection is the primary means of selling, such as Instagram, TikTok, and Facebook. How many times have you not found ‘dancinhas’, ‘trends’, and an investment in the professional profiles and sales information.
With globalization, companies need to constantly innovate to improve the quality and the price. In view of this, based on this new model, the market requires that firms behave in a way which is more flexible as you continue with the mere use of the conventional methods, it is not enough to keep up with the speed at which the market is evolving.
With the evolution of technology, it is possible to compare the prices and the quality of, any such product or service to any location in the world, after all, are those who have never went on youtube to check out a video of the exhibition, and beliefs about a particular product from a particular brand?
In light of this, companies need to revisit the processes, in order to facilitate them. This is because hardly any companies that will be able to keep up with the technological developments, while maintaining the internal processes are complex and very long. To this end, it is necessary to have the investment in quality workmanship and training in general.
The need for a reduction in cases, companies across sectors and different amounts of roles has become tough. In the contemporary view, the company should leave the internal process less cumbersome, and, therefore, to focus on the positions of the work is the most extensive on the basis of the need for the workforce with the knowledge that an aggregate.
The implementation of a plan for jobs and wages, it is not only to organize jobs and wages, and to predict the values of the fixed compensation, the compensation should be aligned with the strategies, developments, and the culture of the organization.
The concept of the plan and salary
PCS – Level jobs and Salaries, it is an essential tool in the management of people within organizations. It defines the structure of the job, the rules for compensation and opportunities for career advancement, while ensuring fairness and transparency in the relationship. The deployment of PCS, structured, has a direct impact on employee morale, retention, and sustained growth for the company.
According to Rio (2004), the management of the people you have to have focus, the assembler, because it is closely related to the other functions in the organization and a strategic vision that is to be embedded in the decision-making process in organizations. In addition, it is included in the company’s mission statement, the strategic planning in the goals that have been set, and the results are to be achieved.
The benefits of the plan and salary
The PCS that sets a clear hierarchy within the company, setting out the roles and responsibilities of each position. This allows you to run more efficiently, avoiding the overhead of working, and internal conflicts due to lack of definition of the functions.
One of the major challenges faced by the organizations is the management of the compensation in a way that is fair and competitive. The PCS prevent inequalities in wages unjustified and prevent any favoritism, and establishing criteria for salary increases and promotions.
Qualified professionals who are seeking companies that offer opportunities for growth. A plan that is well structured, attract talent and reduce the rate of employee turnover, while ensuring that the company is to retain experienced employees and partners.
When your employees know your expectations for their own professional development, they are likely to be more motivated and engaged. This results in higher productivity and a better overall performance of the company.
To set pay ranges and criteria are in line with the company, you can predict your costs and payroll, while avoiding increases in the wage random, and the financial impact of unexpected.
The structure of the plan and salary
Each post must be a detailed description, including core activities, skills, techniques, and behaviors that are required. It makes it easier for the allocation of responsibilities and the selection process.
The PCS must contain a chart that shows the relationship between the position and the flow of communication within the organization.
Your business can take different types of progression:
To ensure a competitive position in the market, it is essential to carry out research on wages, and to set pay ranges that are aligned with the reality of the industry.
Implementation of the action plan for jobs and wages,
The implementation of the PCS you should follow a structured planning:
Conclusion
The Salary Plan is an essential tool for the growth of the business by ensuring fairness, the motivation, and the predictability of financial need. The companies that are structured correctly, that the internal management have a greater capacity to attract talent, reduce turnover and maintain an organizational environment, healthy, and productive. Therefore, investing in a pc as well developed it is a distinct competitive advantage and a key step towards the sustainability and growth of the organization.
1 PAGE, Idalberto. Compensation, benefits, and labor relations: how to retain talent in the organization. 3. ed. São Paulo: Atlas, 2003.
2 BRIDGES, and the Major Years. The administration of the compensation. 11. ed. São Paulo: LTR, 2005.
3 in RIO de janeiro, José Márcio. The pay-for-skills: innovation in the management of the payroll. 2004. Dissertação (Mestrado) – Universidade Estadual de Campinas, Faculdade de Engenharia Mecânica, Atlanta, 2004.
4 MANAGEMENT salary: career and salary. 20th ed. São Paulo -, LTR -, 2021. Available at: https://books.google.com.br/books?hl=pt – BR&lr=&id=hUE6EAAAQBAJ&oi=fnd&pg=PA7&dq=plano+de+cargos+e+sal%C3%A1rios&ots=4GhxLhoR0x&sig=i8T0GnLEfmJ9-a7Nwc_EqiGXP-o&redir_esc=y#v=onepage&q&f=false. Available at: [accessed on march 19, 2024.
https://www.migalhas.com.br/depeso/426980/importancia-do-plano-de-cargo-e-salario-no-mundo-empresarial
A succession without a break!
Succession in family-owned companies as possible. But you can — and should — be avoided, it is on the break of the conflict, and the write-down.
In many cases, of the founder remains in the command, up to the limit of their capacity, putting off difficult conversations, and leaving it to heirs unprepared. What was the result? Corporate disputes, falls in revenue and up to the end of the business.
In this article, we are going to show you how a series of well planned project is the continuation — and not a single act. And, just as important, how it has to do with the structure, timing, and chat.
The idea is that the succession will take place in a natural way, in a future that is convenient, it is one of the biggest mistakes in the planning stage. You leave to go take care of it only when the founder is no longer capable of managing the business, is often a result of conflict and disorganization, which could culminate in a major crisis, and to-be for the end of the company. In addition to this, the lack of pre-planning lets your heirs are ill-prepared to make strategic and operational decisions. Companies that do not anticipate the succession, at the risk of losing their competitive edge, and even see your equity is diluted.
It is common to relate to planning for succession and only to the transfer of the goods to the alleged shielding property. However, the fact is that there is no real armor solutions. The value of this kind of organization, you are on your strategy to protect your business as a legacy, to ensure the continuity of the management of the business, and reduce the potential for conflict between the heirs.
The estate planning allows you to anticipate the decisions, which, if it were left up to the time of the succession, and may result in the court, they are to business, or to the dissolution of the society. To organize on the way to the stockholders and to the control of the company shall be transmitted to the owner to ensure greater stability and certainty for the future of the family and the business in accordance with his wishes, and that it is feasible to do so in the context of the family.
To this end, several tools may be used — such as for wills, the creation of a board to the inside of the company to decide on a specific topic, and their money with the provisions of specific agreements, the partners are still in the light of the reality of the family home, and the size of the company. The formation of a holding company which, in this context, it is one of the possible ways in which the center and arrange for the goods and the holding company, in promoting the governance of, and to facilitate the transition between the generations when properly structured, and is aligned with the goals and objectives of succession.
The most important thing is to understand that your estate planning is, first of all, as a measure of protection and durability. It’s not just to avoid conflicts, but also to promote legal certainty and clarity, organization, and balance sheet for a management model, which is aligned with the long-term vision of the family business, and the operation itself.
It is not uncommon for societies to cope with the conflicts that are related to the role of the heir to the managers and professionals. It is not always the heirs of the founding fathers have in the profile, and the preparation of or even interest in taking over the leadership of the business.
In this scenario, it is essential to clearly define the roles and responsibilities of each party, including the possibility of bringing in outside professionals in the management of the company.
Corporate governance exerts a key role in this process, and to align the interests of promoting the integration between the generations and to ensure the longevity of the organization. The creation of the consultative council or administrative procedures, with the participation of the members in the independent, for example, may be an effective strategy in order to balance tradition and innovation.
In addition to this, the use of the decision-making process is well-defined, and mechanisms to ensure transparency and contributes to the reduction of the inner conflict, and building an organizational culture oriented to the continuation and sustainability of the family business.
– There is an estate planning arranged?
The heirs are ready and able to take on strategic roles?
– There are protocols, and agreements between partners of well-defined?
Your articles are well-structured disputes in ownership, and inheritance?
The tax planning that is aligned with your estate planning?
The corporate governance committee is established and is in operation?
A succession without a break is a project that needs planning, communication, and design. When you take a strategic approach and is organised, it is possible to ensure that the change-of-hands is smooth, while preserving the heritage and legacy of the company for generations to come.
Sources:
RAMOS, Andre Luiz Santa Cruz. Business law: volume is only. 11. ed. São Paulo: Saraiva, 2022.
VELLOSO she is Pitten; GRISCI Carmen Ligia Iochins. Corporate governance, family business, in the process of inheritance: the view of the consultants, and for the families in business. Management Magazine, São Paulo, v. 22, n ° 1, p. 72-88, 2015. Available at: https://www.redalyc.org/articulo.oa?id=337232942008. Available at: [accessed 31 mar. The year 2025.
BRAZILIAN. Civil Code,. the Law nº 10.406, de 10 de janeiro de 2002. On the Civil Code,. the Official Gazette of the Union,section 1, Brasília, DF, brazil, p. 1, 11 jan. 2002. Available at: https://www.planalto.gov.br/ccivil_03/leis/2002/L10406.htm. Available at: [accessed 31 mar. The year 2025.
In BRAZIL. , Law no. 6,404, of December 15, 1976,. on the company’s Shares in. the Official Gazette of the Union,section 1, Brasília, DF, brazil, p. 1, 17 dec. 1976. Available at: https://www.planalto.gov.br/ccivil_03/leis/l6404consol.htm. Available at: [accessed 31 mar. The year 2025.
Barbara Rita Escapin – a Lawyer with a degree in Law from the faculty of Integrated River in the White Foundation members in São Paulo, enrolled with the Brazilian bar association, São Paulo (OAB/SP) (2019). The training on Executive Education/the Compliance by Fundação Getúlio Vargas (2022). A post-graduate degree in Corporate Law from Fundação Getúlio Vargas. She is the author of the articles. A lawyer and a Leader of the TM is Associated with it.
Carolina Cotrin de Oliveira, a Lawyer with a degree in Law from Pontifícia Universidade Católica de Campinas (PUCCAMP). A post-graduate degree in international Law from Universidade Presbiteriana Mackenzie, brazil. Registered at the Ordem dos Advogados do Brasil, São Paulo (OAB/SP) (2019). She is the author of the articles. A lawyer for the Department, the Advisory does have Associated with it.
Tidbits: https://www.migalhas.com.br/depeso/427683/sucessao-sem-ruptura
Settlement of the guard, as an instrument for the children’s safety
The settlement of the custody of the children, it is essential to ensure the stability of the emotional and legal entities, while protecting the rights of the child, and to fostering an environment that is family-friendly, healthy.
In the custody of the minor children is one of the topics that are most vulnerable and high-impact in-Law in the Family, because it is directly linked to the protection of human dignity, and the full development of the child and the adolescent. In the context of dissolution of the marriage is to be for a divorce, legal separation, or termination of the common law, the definition of the guard may not be merely an informal or unspoken. It is essential that the definition is clear, formal, and coated with legal validity, and ensuring the predictability, stability, and security for the child, and that is the most vulnerable part of this process.
In this scenario, the settlement of the guard, is emerging not only as a formal procedure, but like a real instrument for the protection of an integral, contributing to the formation of a family environment that was safe, emotionally healthy, and is legally protected.
The concept of the store on the Right to brazilian
In the brazilian legal system, the office of the keeper is governed in particular by the art. 1.583 Code Civil1, it offers two modes: the left line and in the joint custody. The first one assigns it to one of the parents or, in exceptional cases, to a third party of the charge exclusively to make decisions regarding the life of the child, such as issues related to health care, education, religious and moral training. The parent who does not have custody has the right of life and the duty to oversee the best interests of the child or young person.
In turn, joint custody is in the division the balanced the responsibilities of parenthood, regardless of the residence of the physics of the child. Both parents participate in the key decisions, and promoting co-responsibility and co-operation in the formation of the child. This method has been further reinforced by the law, 13.058/14, which established it as a rule, in the second paragraph of art. 1584 of the CPC2, even at the risk of loss or litigation, except for cases in which one of the parents is to express unwillingness on the left, or when there are no elements that indicate the likelihood of a risk of domestic violence or family member, this is your last chance has been included by the law in 14.713/23.
It is interesting to note that the guard is not to be confused with the physical possession of the child. The concept encompasses not just the living of daily life, but in the exercise of the power of the family in its entirety. You should, therefore, be seen as a legal instrument which is designed for the protection of the rights of the child, and your app will always comply with the principle of the best interests of the minor, as outlined in the Constitution, the Statute of Children and Adolescents (law 8.069/19903) and by the international treaties ratified by Brazil, such as the un Convention on the Rights of the Child, united nations.
The proper definition of the left is, therefore, a central element in the structure of the parent-child relationships, post-dissolution of the union of husband and wife, and it is essential to ensure the stability of the emotional, the physical and legal status of the child, in accordance with the fundamental rights to which they are provided.
The function is protective of the settlement on the left
The settlement of the care and custody of a minor child, far from being a mere act of doing this, it is like a veritable instrument for the comprehensive protection of children and adolescents. When you sign up for a half of a court judgment or approval of the agreement, the duties and the responsibilities of parenting, it can create an atmosphere of predictability, security and stability in the law that is fundamental to the development of physical, mental, emotional, and psychological-of the child.
In the context of a separation, or a dissolution of the union as husband and wife, the absence of a legal definition of custody can generate the recurring conflicts between the parents has a negative impact on the daily routines of a child and commit to your health, mental, and emotional. Situations, such as making one-sided, sharp changes in the application, the absence of objective criteria, the division of responsibilities, and episodes of alienation, parental, are typical examples of the harm resulting from inaction and the regulation of the police.
In this sense, the closing of the guard is not the only means of protection for the children, but it is a duty of care on the part of the parents and the State. It ensures that the enforcement of the fundamental rights set out in art. 227 of the Constitution of Federal4, which is that it is the duty of the family, of society and of the State to ensure children and adolescents, with absolute priority, the right to life, to health, to education, right to dignity, respect, freedom and family. To the left of the duly established, it’s also possible that those rights are to be exercised in a manner independent of their parents, to respect the ties of friendship, and ensuring the stability of family relationships.
In addition, the left settled favor of the exercise of the power of family-of-way, balanced diet, and avoiding abuses, and promoting the coparentalidade in charge. It allows, for example, access to public and private services in a way that facilitated the implementation of administrative decisions and the responsibility in the case of a breach of the duties of parenting. It is as essential to the protection of the child from the effects of the breakdown of cohabitation of husband and wife, thus preserving their right to a continuation of the ties of friendship, and life that is in harmony with both your parents.
The consequences of the absence of a settlement on the left
In the absence of a settlement official custody, either by court order or by agreement with the approved, you commit directly to the stability and protection of the child or young person. This is the default, which undermines the exercise of the power of family, and it can have serious consequences for the legal, practical and emotional, for both the minor and the parents.
In the legal aspect, and the lack of definition on the left makes it more difficult for the performance of acts of civil life, that it require verification of parental authority, such as school enrollment, medical care, or for inclusion in a health insurance plan, the issuance of passports, visas, obtaining official documents and access to social security benefits. In many cases, the institutions, both public and private, require proof of the guard to allow for such a procedure, and in the absence of such a document cannot be or is it slows down the response to the needs of the child.
In addition to this, the markets will be promoted recurring conflicts between the parents and, when the voltage of the family, as well as affecting the mental state of the child. In the absence of a clear set of rules about intimacy, decision making and responsibilities of parenting tends to lead to constant disputes, which exposes the child to an environment of insecurity, emotional, and psychological.
The other risk, it is important for the occurrence of alienation, parental, as provided for in the Law 12.318/105, which is in the handling of the child or teen to keep her away from the other parent. When the guard is not defined, it becomes more and more difficult to identify, and deter this type of conduct, all of which can seriously compromise the bond of family, and the emotional development of the child.
In the end, the lack of a settlement that prevents your legal responsibilities in case of an omission, or negligence on the part of one of the parents, making it more difficult for measures such as the revision of the food, and requests for modification of custody, the regulation of on-site visits or application of the protective measures.
In this scenario, the settlement of the guard, it is essential to not only act as an organization the family, but as a true measure of the protection of the child. To formalize his / her parental duties, and to ensure the rights of the child, to promote the peace of the family relationship, to avoid the criminalization of unnecessary, giving the integral protection of children, as required by brazilian law.
Concluding remarks and perspectives for the future
The settlement of the guard must be understood as fundamental to the protection of children’s education, and not just as an act of doing this. To formalize the responsibilities of parenting, it ensures an environment of stability, predictability, and caring, and contributing to the emotional well-being, and legal problems of the child.
In addition to the prevention of conflicts and to ensure the rights of the guard, is legally defined fulfills the constitutional principles of the dignity of the human person, and the priority of the rights of the child and the adolescent.
For the future, it is essential that the Judiciary to act with awareness, and that policies to encourage responsible parenthood, family mediation, and with the support of their families. Commit to a culture of left theory, is to invest in the education of the links are healthy and full development of children and adolescents, which is in line with the values of a Democratic State of Law.
1 Art. 1.583. On the left is a unilateral or shared. (As amended by the Law no. 11.698, 2008).
2 Art. 1.584. On the left, unilateral or shared may be able to be: # 2, When there is an agreement between the mother and the father, and of the custody of the child, with both parents, and able to wield the power of the family, it will be applied to the joint custody unless one of the parents to tell the magistrate that you do not want custody of the child or teen or when you have elements that indicate the likelihood of a risk of domestic violence or family member.
3 of the Law no. 8.069/1990:
Art. 1 of This Act contains provisions on the comprehensive protection of the child and the adolescent.
Art. 3 in The child and teenager enjoy all the fundamental rights inherent in the human person, without prejudice to the full protection of this Law is to ensure to them by the act or by any other means, for all the opportunities and facilities in order to facilitate the development of the physical, the mental, the moral, the spiritual, and the social conditions of freedom and dignity.
Ii. All the rights provided for in this Act shall be applied to children and adolescents, without discrimination on grounds of birth, family status, age, sex, race, religion, ethnicity or color, religion or belief, disability, personal development, e-learning, economic status, social environment, region, and place of residence or the condition that distinguishes individuals, families, and the community in which they live.
4 Art. 227. It is the duty of the family, of society and of the State to protect the child, the adolescent and the young man, with absolute priority, the right to life, to health, to food, to education, leisure, professional training, culture, dignity, respect, freedom and family and community, in addition to putting them safe from all forms of negligence, discrimination, exploitation, violence, cruelty, and oppression.
5 of the Law nº 12.318/2010:
Art. 2, it is Considered an act of alienation, parental interference in the psychological preparation of the child or adolescent is promoted or triggered by one of the parents, the grandparents, or that you have a child or young person under the authority, control or supervision to which repudie a parent, or that it may cause harm to the establishment and maintenance of links with the east.
https://www.migalhas.com.br/depeso/428078/regularizacao-da-guarda-como-instrumento-de-seguranca-infantil