Each month, the TM Associados team brings you a newsletter covering essential topics for the success of your business. We address the most relevant highlights in Advisory, Litigation, Labor, and Tax matters in a practical and objective way—helping you make safer, more strategic decisions. Don’t miss this opportunity to turn information into competitive advantage! 📩
Litigation:
The War for Eldorado Comes to an End: The Outcome of the J&F vs. Paper Excellence Case and the Lessons for Corporate Law
To begin, it’s worth highlighting that few business disputes in Brazil have reached the level of complexity and public attention as the battle for control over Eldorado Celulose. Since 2017, J&F Investimentos—the holding company of the Batista brothers and controller of JBS—and Paper Excellence, linked to Indonesian businessman Jackson Widjaja, have engaged in one of the country’s longest and most sophisticated corporate conflicts.
Over the course of seven years, the dispute unfolded on multiple fronts—arbitral, judicial, and regulatory—involving issues of contractual execution, corporate governance, foreign land ownership, and the validity of arbitral awards. Now, with the announcement of a multibillion-dollar agreement, the case comes to an end, opening space for a deep analysis of what it reveals about high-stakes corporate disputes in Brazil.
1. Origin of the Dispute
In 2017, J&F agreed to sell 100% of Eldorado Celulose to Paper Excellence for approximately R$ 15 billion. The contract stipulated a two-phase sale: first, Paper acquired 49.41% of the shares, paying R$ 3.8 billion; then it committed to purchase the remaining shares within one year.
However, the second phase was never completed. Paper Excellence cited difficulties in securing financing from the China Development Bank, while J&F argued that the buyer had breached essential contractual clauses.
Meanwhile, regulatory hurdles emerged regarding land ownership by companies under foreign control—a sensitive issue in Brazil that requires authorization from INCRA and may involve constitutional restrictions. This impasse stalled the transaction and paved the way for an unprecedented legal dispute.
What began as a promising deal in the pulp sector evolved into a complex corporate war, involving multiple jurisdictions, international arbitrations, and high-stakes legal and economic implications.
2. The Litigation on Multiple Fronts
In 2021, the dispute was submitted to arbitration, which initially appeared to favor Paper Excellence, whose objective was to enforce the sale. However, J&F questioned the impartiality of one of the arbitrators, bringing the matter back to the judiciary.
The São Paulo State Court (TJSP) suspended the arbitral award’s effects, creating a deadlock between the arbitral tribunal’s decision and judicial oversight. Simultaneously, related proceedings were ongoing at the Federal Court of Appeals (TRF-4), involving land ownership issues, and at the International Chamber of Commerce (ICC) in Paris, where Paper Excellence even sought US$ 3 billion in damages.
The conflict thus crossed borders and became a true legal laboratory, exposing the frictions between arbitration, judicial control, and sectoral regulation.
3. The Settlement and Closure of the Dispute
Finally, in May 2025, the parties announced a definitive settlement. J&F repurchased the 49.41% of shares held by Paper Excellence for US$ 2.64 billion (approximately R$ 15 billion), regaining full control over Eldorado Celulose.
The agreement includes the full termination of all judicial and arbitral proceedings, both domestic and international. In a joint statement, the companies noted that the outcome “fully serves the interests of both parties,” bringing an end to a dispute that consumed substantial time, energy, and financial resources.
This move represents not only the conclusion of a contentious dispute but also a strategic decision: to end a conflict that had already become both a reputational and economic liability.
Conclusion
In short, the case of J&F vs. Paper Excellence / Eldorado Celulose is a landmark in Brazilian corporate litigation. It shows that in large-scale transactions, disputes are rarely limited to contractual disagreements alone—they often involve regulatory, strategic, and reputational dimensions.
On one hand, the episode reinforces that arbitration is not an absolute mechanism—it may be reviewed or suspended by the Judiciary when questions arise regarding impartiality or the validity of its foundations.
On the other hand, it highlights the importance of prior planning and regulatory risk management, especially in sensitive sectors like pulp and paper, which involve land assets and international investors.
More than a resolved dispute, the outcome symbolizes corporate maturity—choosing negotiation over confrontation. In times of legal and economic uncertainty, knowing when to end a battle may be the clearest sign of strength and strategic intelligence.
Advisory
CNJ Prohibits Requirement of Tax Clearance Certificates for Property Registration
CNJ Ruling
The Plenary of the National Council of Justice (CNJ) reaffirmed that notary offices and courts across Brazil may not require tax clearance certificates—such as the CND (Negative Debt Certificate) or the CPEN (Positive Certificate with Negative Effect)—as a condition for registering or recording real estate deeds.
The decision was issued in Administrative Control Procedure No. 0001611-12.2023.2.00.0000, reported by Councilor Marcello Terto during the 10th Virtual Session of 2025. The CNJ held that demanding tax certificates as a prerequisite for registration constitutes an indirect form of tax collection, contradicting precedents from the Supreme Federal Court (STF) and the Council itself.
Key Legal Aspects
Indirect tax enforcement – Conditioning property registration on the presentation of tax certificates represents a “political impediment” and an improper means of tax collection.
STF precedents – The Supreme Court has previously ruled that this kind of requirement violates the principle of tax legality and the right to property.
Permissible exception – Notaries may request certificates for informational purposes only, allowing the buyer to assess the seller’s tax situation, without blocking the registration.
Invalid local rules – Any state or municipal laws or regulations that impose such requirements are considered illegal and unenforceable.
Practical Impact for Individuals and Businesses
Security in real estate transactions – Registration cannot be denied due to the absence of tax certificates, ensuring greater speed and predictability.
Fiscal due diligence – While certificates are not mandatory for registration, it is recommended to verify the parties’ fiscal standing to mitigate future risks.
Reduction of bureaucratic barriers – The decision standardizes notary office procedures and eliminates inconsistencies across different states and municipalities.
TM Associados Recommends:
Maintain preventive tax oversight of real estate and transactions to ensure good faith and transparency.
Advise buyers and sellers on the informational—not mandatory—nature of tax certificates to maintain legal certainty in property deals.
ITBI Immunity in Capital Contributions: STF Reviews New Case Under General Repercussion (Theme 1348)
Background
The dispute concerns the interpretation of Article 156, §2, I of the Federal Constitution, which grants ITBI (Real Estate Transfer Tax) immunity for capital contribution transactions, except when the company’s main activity is real estate (buying, selling, leasing, or commercial leasing of properties).
In 2021, the Supreme Federal Court (STF) addressed a similar issue in RE 796.376 (General Repercussion Theme 796), ruling that the immunity applies only to the portion of the property used to capitalize the company, excluding any excess value, such as bonuses or “torna” (balance due).
In that ruling, secondary remarks (obiter dictum) suggested that the exception for real estate activity applies only to corporate reorganizations (mergers, spin-offs, acquisitions)—not to capital contributions.
Current Discussion: Theme 1348 (RE 1.495.108)
The case currently under review by the STF directly addresses this issue. Once decided, it will bind all courts nationwide under the general repercussion rule.
The appeal was filed by a property-holding company challenging the ITBI charged by the Municipality of Piracicaba (SP) for contributing real estate to its share capital. The São Paulo Court of Justice (TJSP) upheld the tax, arguing that immunity does not apply when the company’s main activity is in real estate.
The trial began on October 3, 2025, in the STF Virtual Plenary.
Votes So Far (Partial Result: 3–0 in Favor of Immunity)
Justice Edson Fachin (Rapporteur) – Voted in favor of unconditional immunity, stating the constitutional exception for predominant real estate activity only applies to reorganizations, not capital contributions.
Justice Alexandre de Moraes – Fully agreed with the rapporteur.
Justice Cristiano Zanin – Also agreed, with minor undisclosed caveats.
On October 7, 2025, Justice Gilmar Mendes requested a stay (additional time for review), suspending the vote. Under STF rules, he has up to 90 days to return the case, meaning the ruling could resume by January 2026.
The other justices—Barroso, Cármen Lúcia, André Mendonça, Nunes Marques, Flávio Dino, Fux, and Toffoli—have not yet voted.
Practical Significance: Impact for Holdings and Real Estate Companies
If the rapporteur’s opinion prevails, the STF will establish that ITBI immunity applies fully to capital contribution transactions, regardless of a company’s corporate purpose.
This would benefit real estate holding companies, developers, and family businesses that commonly use property contributions to increase capital. It would eliminate the main argument used by municipalities—that a real estate-related business purpose nullifies immunity, even if no real estate activity is effectively carried out.
The case is also considered a potential milestone in estate and succession planning, by reducing transaction costs and legal disputes with municipalities.
Economic and Fiscal Effects
Should full immunity be confirmed, the decision is expected to:
Encourage investments and corporate reorganizations;
Strengthen the real estate market;
Reduce tax barriers for business structuring.
On the other hand, it could affect municipal tax revenues, which is already sparking discussions on whether the STF might modulate the decision’s effects to preserve fiscal predictability for local governments.
Theme 1348 – RE 1.495.108 (Piracicaba/SP) Rapporteur: Justice Edson Fachin STF Process Details Accessed: Oct. 2025.
Labor Law
Labor Courts in Focus
The Labor Reform (Law No. 13,467/2017) was introduced as a landmark measure intended to reduce the number of lawsuits in the Brazilian Labor Courts. One of its most significant provisions required the losing party—even those granted legal aid (justice gratuity)—to pay court costs, attorney’s fees, and expert witness fees.
The impact was immediate. In 2017, the Labor Courts recorded approximately 3.9 million labor claims. By 2018, that number had dropped to 3.2 million, a decrease of nearly 19%. The decline continued in subsequent years, reaching 2.8 million in 2021, one of the lowest levels in history.
However, the scenario changed in 2022, following the Supreme Federal Court (STF) ruling in ADI 5,766. The Court decided that once legal aid is granted, the worker cannot be required to pay attorney’s fees, expert fees, or procedural costs, even if their claims are denied.
The effect was immediate: in the same year, the number of labor claims began to rise again, reaching 3.1 million. In 2023, there were 3.5 million, and in 2024, the figure hit a record 4 million, an increase of 39% compared to 2021.
Now, the issue has returned to the center of debate before the STF through Declaratory Action of Constitutionality (ADC) 80, filed by the National Confederation of the Financial System (CONSIF). The action requests that the granting of legal aid in labor proceedings depend on actual proof of financial hardship, rather than merely on a self-declaration of insufficiency—standard reinstated after ADI 5,766.
During the first session of ADC 80 in June 2025, Justice Edson Fachin, the rapporteur, voted to uphold the constitutionality of the Labor Reform provisions but maintained that a simple declaration of economic insufficiency should have relative presumption of truth. Soon after, Justice Gilmar Mendes requested a review (pedido de vista), suspending the case, which is expected to resume later this year.
The outcome will directly affect the behavior of workers, employers, and attorneys.
If the STF decides that concrete evidence of financial hardship is required, the number of new labor lawsuits is likely to fall again.
Conversely, if the self-declaration standard prevails, litigation rates will likely remain high.
The ruling in ADC 80 will therefore be crucial in defining the future of the Brazilian Labor Court system.
Conclusion
The debate over legal aid in labor proceedings represents far more than a procedural question—it directly impacts access to justice for workers and, at the same time, predictability and legal security for companies.
On one hand, it is essential to ensure that vulnerable workers are not prevented from pursuing their rights due to the fear of procedural costs. On the other hand, it is equally important to discourage unfounded claims, which overload the judiciary and create uncertainty for employers.
The STF’s final decision in ADC 80 will be key to balancing these competing interests. The challenge lies in finding an equilibrium between facilitating access to justice and containing excessive litigation, thus shaping the direction of labor justice in the years to come.
Tax Law
Approval of Bill No. 1,087/2025 – Taxation on Dividends and High-Income Individuals
On October 1, 2025, the Chamber of Deputies approved Bill No. 1,087/2025, which amends Law 9,250/1995 and introduces two new frameworks for taxing individual income. The bill now moves to the Senate, but it already signals major changes that require immediate planning—including the potential anticipation of profit distributions before final approval.
1. Monthly Taxation of Profits and Dividends (Effective January 2026)
Current Rule
New Rule
Distributions exempt since 1996
10% IRPF withholding tax on total monthly payments to an individual exceeding R$ 50,000
—
Cumulative basis: if more than one payment occurs in the month, tax must be recalculated on the aggregate amount
—
Exemption maintained for profits earned up to 2025 and distributed by Dec 31, 2025
2. Minimum Annual Tax for High-Income Individuals (FY 2027, Base Year 2026)
Annual Income Range
Effective Minimum Rate
Up to R$ 600,000
0%
R$ 600,000 – R$ 1.2 million
Linear increase from 0% to 10%
Above R$ 1.2 million
10% on total base
The taxable base includes nearly all forms of income (even exempt or exclusively taxed at source), with limited exceptions such as savings accounts, LCI/LCA, CRI/CRA, REITs (FIIs), and labor indemnities. Amounts already withheld or paid on monthly distributions above R$ 50 thousand can be credited against the annual liability.
3. Practical Implications
End of broad dividend exemption: monthly distributions above R$ 50 thousand will be subject to 10% income tax.
Minimum effective tax floor: individuals who currently benefit from exemptions or favorable income categories will pay at least 10% IR if annual income exceeds R$ 1.2 million.
Planning urgency: anticipate dividend distributions before final approval to avoid possible retroactive effects or changes to the effective date.
Increased compliance demands: monthly calculations and annual minimum-tax reporting will require integrated accounting and tax controls.
4. Preparation Steps
Assess the possibility of accelerating profit distributions before the legislative process concludes, considering potential changes in rates or timing.
Monitor the bill’s progress in the Senate and possible amendments to rates, thresholds, or effective dates.
Identify accumulated profits up to 2025 and, if feasible, approve distribution by 12/31/2025 to preserve exemption under Article 10 of Law 9,249/1995.
Review dividend/pro labore policies to mitigate the impact of monthly withholding.
Simulate the annual minimum-tax calculation to identify taxpayers who will owe additional tax and adjust investment or estate-planning strategies.
If immediate distribution is not possible: (i) hold a shareholder meeting approving conditional future distributions, or (ii) consider financial instruments that provide liquidity for distribution within the exemption period.
5. How TM Associados Can Help
Our team is available to:
Evaluate scenarios and prepare custom tax simulations;
Review bylaws, minutes, and distribution policies;
Design alternative compensation and remuneration plans;
Monitor legislative developments and provide real-time alerts on changes to the bill.
Provisional Measure on IOF for Investments Rejected by the Chamber of Deputies
On October 8, 2025, the Chamber of Deputies approved a motion to withdraw from the agenda the Provisional Measure (MP) that sought to amend the rules for IOF (Tax on Financial Operations) on investments and financial transactions.
Without consideration within the legal 120-day period, the measure expires and will be archived without effect. It will not proceed to the Senate, and current IOF rules remain in force.
Background of the Provisional Measure
Issued by the Executive Branch, the MP proposed significant changes in various areas:
Financial investments in derivatives and offshore funds;
Life insurance policies with investment components (e.g., VGBL and PGBL);
International transfers and foreign exchange operations.
According to government estimates, approval would have increased federal revenue by up to R$ 18 billion by 2026, directly affecting:
Individuals with international investments;
Companies with hedge or foreign-currency contracts;
Wealth managers and insurers offering private pension products.
Despite its fiscal objective, the proposal met strong resistance in Congress and the market, which criticized the lack of prior debate, potential legal uncertainty, and possible disincentive to long-term savings.
What Changes with the Rejection
With the MP’s expiration:
Current IOF rates and rules remain unchanged;
Financial operations and investments continue to follow prior standards;
The government must submit a new bill, subject to the regular legislative process, if it wishes to revisit the issue.
Institutional Assessment
The withdrawal and expiration of the MP highlight the importance of structured legislative debate when altering taxes that directly affect:
Wealth and asset management for individuals and companies;
Financial and estate planning for investors;
The regulatory framework for funds and cross-border investments.
Furthermore, it reinforces that the IOF, by its extra-fiscal nature, must be used responsibly and predictably, rather than as a tool for emergency revenue collection.
Talk to Our Team
The Advisory and Tax Teams at TM Associados closely monitor all updates from the National Congress and the Federal Revenue Service regarding taxation of investments and financial operations, providing guidance to companies, asset managers, and investors in anticipation of potential regulatory changes.
We are ready to assist your business with legal security, strategic planning, and tailored solutions.
Every month, the TM Associados team brings you a newsletter with essential topics for the success of your business. We address the main highlights in a practical and objective way.Advisory, Litigation, LaborandTax, helping you make safer and more strategic decisions. Don’t miss this opportunity to transform information into a competitive advantage!
Advisory:
Superior Court of Justice (STJ) validates arbitration clause in association bylaws and dismisses “adhesion contract” rules.
The 3rd Panel of the Superior Court of Justice (REsp 2.166.582/SC) ruled that an arbitration clause inserted in the bylaws of a civil association is valid, and the requirements of Article 4, §2, of the Arbitration Law (rules for adhesion contracts) do not apply.
The Court highlighted that the statute stems from a collective decision, with debate and voting in an assembly, and should not be confused with an adhesion contract. Therefore, there is no need for express individual consent. Questions regarding the validity or effectiveness of the clause should, as a rule, be analyzed by the arbitral tribunal itself.
Understand the case
An association approved the inclusion of an arbitration clause in its bylaws during a general assembly. A former member alleged nullity due to the absence of express individual consent. The Superior Court of Justice (STJ) concluded that the association’s bylaws result from a collective decision and do not constitute an adhesion contract; therefore, the specific highlighting or acceptance required for arbitration clauses in adhesion contracts is not necessary.
An association approved, in a general assembly, the inclusion of an arbitration clause in its bylaws, with a former member contesting the validity of the change on the grounds that he had not given his express individual consent.
Regarding this matter, the Superior Court of Justice (STJ) concluded that the bylaws result from collective deliberation, with debate and voting by the members, and should not be confused with adhesion contracts. Therefore, in these cases, individual acceptance in a separate or highlighted document is not required, as is the case in adhesion contracts where an arbitration clause is included.
The decision: associative autonomy and the competence of the arbitration tribunal.
According to the ruling reported by Minister Nancy Andrighi, Article 4, §2, of Law 9.307/1996 does not apply to the statutes of associations, and it is generally up to the arbitral tribunal to analyze allegations of nullity or ineffectiveness of the arbitration agreement, except in cases provided for by law.
The guidance reinforces that the clause can apply to all members, including those who were already part of the entity, provided that the statutory amendment observes the formalities, namely, convocation, quorum, minutes, and registration.
Practical implications for governance and dispute resolution.
Statutory provision:Arbitration can be instituted by a resolution of the shareholders’ meeting, without the need for separate individual acceptance.
Competent forum:Any disputes regarding the validity and scope of the agreement fall under the jurisdiction of the arbitral tribunal.
Change procedure:It is essential to comply with legal and statutory quorums and formalities.
Reach:The clause applies to all members, including those already affiliated, provided that the formalities are observed.
Limits:The decision applies to civil associations, not to consumer relations.
How can TM Associados help?
Our consulting team supports your organization in implementing good governance practices and conflict resolution, offering:
Review and adapt bylaws to include a clear and effective arbitration clause (arbitral institution, rules, language, costs, number of arbitrators and modality);
Conducting meetings to amend bylaws, observing quorums and legal formalities;
Drafting multi-step clauses (negotiation or mediation prior to arbitration) and internal dispute management policies;
Mapping impacts and preparing communications for members, ensuring transparency;
Training for boards of directors and councils on the correct use of arbitration.
Consolidating sound statutory practices increases predictability, strengthens governance, and reduces unnecessary litigation. TM Associados is prepared to structure your association with legal certainty.
Litigation:
What the dispute between Ivete Sangalo and Grupo Clareou reveals about the importance of trademark registration.
In recent months, a dispute involving singer Ivete Sangalo and the Clareou Group has gained media attention and brought to light an essential topic in the business world: trademark registration.
The impasse began after the launch of the “Ivete Clareou” tour, whose name caused discomfort on the part of the pagode group, which owns the trademark “Grupo Clareou” registered with the National Institute of Industrial Property (INPI). According to the group, Ivete’s use of the name would cause confusion among the public and constitute unfair competition, in addition to disrespecting the rights previously acquired over the trademark.
On the other hand, the singer’s team defended themselves by claiming that the trademark registration exclusively covers the expression “Grupo Clareou,” and not the term “Clareou” in isolation. They further argued that “clareou” is a commonly used word in the Portuguese language and that, combined with Ivete’s name, it would not constitute misappropriation.
Experts interviewed by the press reinforced that the combined use of distinct elements can indeed coexist with already registered trademarks, as long as there is no exploitation of another’s reputation or real risk of confusion among the public.
Given this scenario, the case clearly demonstrates how business disputes involving trademarks can arise even among major market players, and that the absence of legal precautions can result in public clashes, damage to reputation, and even the suspension of campaigns. Above all, it shows that the mere use of seemingly generic terms does not exempt any company or artist from potential legal disputes, especially when it comes to names associated with already established businesses.
What does this reveal about business litigation?
This case highlights a fundamental point: trademark litigation is not limited to large corporations or the traditional corporate environment. It also affects the artistic and creative sector, where the symbolic value of a brand is strongly associated with public image and reputation built over time.
Furthermore, it shows how the use of similar names, even if partially distinct, can generate conflicts when there is overlap in performance or target audience. Although Ivete Sangalo and Grupo Clareou operate in different segments of the music industry, both are part of the entertainment market and have national projection, which can lead to undue association on the part of the public.
Another important point is that, even with formal registration at the INPI (Brazilian National Institute of Industrial Property), trademark exclusivity is not always absolute. Generic expressions, common names, or words from everyday vocabulary can be registered, but their protection requires specific criteria, such as continuous and notorious use, the context of application, and the real risk of confusion.
This type of litigation is, therefore, a warning sign for any company that wishes to preserve its intangible assets. Failure to pay attention to this aspect can lead to financial losses, lawsuits, rework, and damage to its image.
Essential lessons for businesses:
From the case of “Ivete Clareou vs. Grupo Clareou,” we can extract several practical lessons that apply to the daily operations of any company, whether small, medium, or large:
Conduct a prior art search before launching a trademark:Before announcing any product, service, or campaign name, it is essential to check if a trademark with similar elements already exists. This simple step can prevent lengthy and costly legal processes in the future.
Register your brand strategically:Choosing generic or commonly used names can weaken your legal protection. Whenever possible, combine distinct elements and be creative, ensuring greater exclusivity and legal security.
Keep documentation that proves continued use:Even if a trademark is not yet registered, it is possible to prove the right of precedence if there is concrete evidence of continuous, recognized, and prior use. This includes promotional materials, social media, contracts, presentations, and more.
Consider the risk of inappropriate association:It’s important to analyze whether your brand could be confused with another already existing in the market, especially if there are visual, phonetic, or target audience similarities. This analysis should go beyond the literal meaning of the name.
Take a preventative and conciliatory approach:Many conflicts can be avoided with a simple conversation or prior negotiation. Instead of litigating, seeking consensual solutions can preserve relationships and the image of both parties.
How can we support your company?
Based on our experience with intellectual property and corporate litigation, we offer a suite of solutions to protect your company from the conception to the management of your brand:
Brand analysis and feasibility:We conduct searches at the INPI (Brazilian National Institute of Industrial Property) and identify legal risks before launching the product/service;
Trademark registration at INPI:We take care of the entire formalization process, including word marks, figurative marks, and mixed marks;
Representation in administrative and judicial litigation:We defend your rights before the INPI (Brazilian National Institute of Industrial Property), competitors, and judicial bodies, should a challenge or defense be necessary.
Labor
WORK SCHEDULE 12×36
The 12×36 work schedule, widely adopted in sectors such as health, security, surveillance, commerce, and cleaning, continues to be the subject of relevant legal debates. Although regulated by the 2017 Labor Reform, the topic still raises controversies, especially regarding the form of agreement and the remuneration for holidays.
In recent years, the Brazilian Supreme Federal Court (STF) and the Superior Labor Court (TST) have been consolidating understandings aimed at ensuring greater legal certainty for labor relations that adopt this regime. However, inadequate formalization or non-compliance with the rules still generates considerable risks for employers.
With the inclusion of article 59-A in the CLT (Consolidation of Labor Laws), the Labor Reform expressly authorized the 12×36 work schedule by written individual agreement, without the need for a collective bargaining agreement, except in cases of unhealthy activities, which continue to require union participation.
One of the points that generated the most disagreement was the payment for holidays worked. Some case law held that, even with compensation, work on holidays required double pay. However, the Superior Labor Court (TST) consolidated the understanding that, if there is a valid agreement in the 12×36 shift system, there is no obligation to pay double for holidays worked, provided there is compensation for working hours.
In other words, with a formal agreement and compensatory time off, double pay is not required. In the absence of a valid agreement, the employer may be obliged to pay for holidays worked with the legally mandated surcharge.
It is still common for companies to adopt the 12×36 shift system without formal contracts or through verbal agreements, which generates significant liabilities. Labor courts have deemed informal agreements null and void, ordering employers to pay double for holidays, overtime beyond the 12th hour, and moral damages in cases of exhausting work schedules.
Therefore, the 12×36 shift remains a legitimate and useful tool, especially for sectors with uninterrupted schedules. However, its adoption requires technical and legal rigor, with proper formalization, effective shift control, and respect for legal limits.
Although recent decisions by the STF (Supreme Federal Court) and TST (Superior Labor Court) have contributed to greater legal certainty, the lack of proper formalization or the improper application of the 12×36 work schedule still represent significant risk factors and labor liabilities.
To illustrate,In November 2021, the TST (Superior Labor Court) confirmed the right of a nursing technician to double pay for holidays worked because the employer did not prove compensatory time off (RR-937-67.2020.5.12.0028). The decision reinforces that the formality and registration of compensation are indispensable even after the Reform.
Therefore, we have provided a checklist of preventative measures to avoid liabilities:
Quick compliance checklist
Draft agreement: keep the standard template reviewed by legal counsel.
Time tracking: use an auditable electronic system.
Holidays: ensure compensatory time off is included in the schedule; record it on the time sheet.
Unhealthy work environments: involve the union and attach the PPRA/PGR report.
Audit: Review schedules with each shift or department change.
The 12 x 36 shift schedule remains legitimate and strategic for uninterrupted sectors, but its legal security depends on:
a firm written agreement,
strict control of holiday compensation, and
respect for special conditions (unhealthy working conditions, breaks).
Companies that ignore these points still face significant penalties.
Doubts?
Our labor team is available to assist you.
Tax
Consumer Tax Reform: Mandatory adjustments to NF-e/NFC-e (IBS/CBS) and new considerations regarding advance invoicing.
Technical Note 2025.002-RTC (version v.1.01 and updates) adjusts the NF-e and NFC-e layouts for the Consumption Tax Reform, inserting IBS (Tax on Goods and Services), CBS (Contribution on Goods and Services) and Selective Tax (IS) fields.
Official schedule:Testing from July 1, 2025; production optional from October 1, 2025; mandatory in January 2026 (documents without IBS/CBS will be rejected).
2) Main changes in NF-e/NFC-e
New groups/fields in the XML to report the tax rate, base, and value of IBS/CBS/IS per item, totals per document, and details by state/municipality (facilitates sharing and auditing).
New validation rules and “events” (e.g., adjustments, cancellations, credit allocation, allocation for consumption, etc.).
Updated tables/codes (including specific IBS/CBS classifications) published on the NF-e Portal.
Practical impact:ERP and tax systems will need to capture taxes by item, review accounting integrations, and automate reconciliations; granularity increases the tax authorities’ ability to cross-reference data.
3) Advance billing: it changes the game.
NT 2025.002 created “Purpose 6 – Debit Note” for advance payment/billing, which anticipates the incidence of IBS/CBS at the time of the advance payment.
Furthermore, “Debit Type 06 – Advance Payment” and “07 – Inventory Loss” are now added. When there is an advance payment without actual delivery, the event “Non-occurrence of delivery with advance payment” must be recorded.
Risk if not adjusted:Classification errors may result in double taxation, credit denials, and invoice rejection starting in January 2026.
4) Electronic Service Invoice (NFSe): who should issue them (and what hasn’t changed)
NT 2025.002 deals with NF-e/NFC-e. For services, the issuance remains the municipal NFSe.Obligation:Generally, all service-providing legal entities (Real Profit, Presumed Profit, and Simplified Tax Regime) are eligible. MEI (Individual Microentrepreneur): mandatory only when providing services to legal entities (for individuals, it is generally optional). Rules and systems vary by municipality (or national standard where adopted).
5) Timeline and checkpoints
From 01/07/2025 –Approval/testing do novo layout NF-e/NFC-e.
From 01/10/2025 –Optional production(It is recommended to enter)soft-launchto stabilize).
As of 01/2026 –MandatoryDF-e without IBS/CBS/IS will be rejected.
6) What your company needs to do now (checklist)
ERP & DF-e Update to layout 2025.002-RTC (NF-e/NFC-e) and enable IBS/CBS/IS per item. Implement Purpose 6 and Debit Types 06/07 with the corresponding events.
Policies and contractsReviewing advance payment/billing clauses: when to issue a debit note, the moment the event triggers the payment, returns/cancellations,split payment(if applicable).
3. Fiscal/Accounting
Adjust chart of accounts (IBS/CBS to be collected/recovered; presumed credits; IS).
Map transactions involving credit/deferral/refund and their respective events.
NFSe GovernanceConfirm municipal rules and internal procedures for service provision (including MEI/Simples and corporate clients).
Training To train tax/accounting/finance and IT professionals on new codes, events, and impacts of advance billing.
7) Quick FAQs
If I receive an advance payment in October 2025, do I need to issue a debit note now?Technically, the production environment has been open since October 1, 2025; we recommend entering the new workflow in 2025 to avoid friction in January 2026.
What if the delivery doesn’t happen after the advance payment?Issue the event “Non-occurrence of supply with advance payment” to regularize the incident and ensure traceability.
Service provision: should I replace NFSe with NF-e?No. Services are handled by NFSe (municipal/national standard where available). NT 2025.002 deals with NF-e/NFC-e (goods/consumer goods).
8) How can TM Associados help?
Fiscal impact assessment.
Contract review (advance payments, partial deliveries, cancellations and billing clauses).
In-company training for tax/accounting/finance/sales teams.
Continuous support during the transition (pilot 2025 → mandatory 2026).
The US “Tariff Surge”: Which sectors are most impacted and how can companies react?
At the end of July, the United States government announced a significant increase in tariffs applied to imports from Brazil. The measure raises the rate to 50% on most products that Brazil exports to the American market. In practice, this means that almost all Brazilian goods will arrive in the United States with a significant additional cost, reducing their competitiveness compared to competitors from other countries.
This measure came a few months after another decision in April, when the American government had already set a 10% tariff on imports from several countries. Now, with the new order, Brazil is one of the few countries to suffer such a sharp increase, with the tariff rising by another 40 percentage points.
It is worth remembering that some products were excluded from this increase and continue to pay the previous 10% tariff, such as civil aircraft, petroleum and derivatives, wood pulp, and orange juice.
The United States is among the main destinations for Brazilian exports, especially manufactured goods and agricultural products. A tariff increase of this magnitude considerably raises the final price of Brazilian items in the American market, encouraging buyers to turn to suppliers from other countries. This change tends to reduce the volume of foreign sales, affecting domestic production and jeopardizing jobs in the most impacted sectors.
Which sectors will be most affected?
The decision affects each sector of the economy differently:
Agribusiness:Products such as coffee and beef, which were not excluded from the high tariff, will face reduced profit margins and a possible drop in demand.
Manufacturing Industry:Machinery, equipment, and chemical products will struggle to remain competitive due to increased export costs.
Less affected sectorsAircraft, petroleum and petroleum products, and cellulose and wood pulp remain subject to the previous tariff.
In the case of pulp, the direct impact of the tariff increase was mitigated by including the product on the list of exceptions, maintaining the import tariff at 10%. This decision preserves, at least in the short term, Brazil’s competitiveness in this segment, since the country is one of the world’s largest exporters and the United States is among its main markets. Even so, the sector should remain attentive to possible revisions in US tariff policy, as well as to the indirect effects of the measure on logistics costs, exchange rates, and trade negotiations, which could influence profitability and the flow of shipments.
What changes in practice?
For Brazilian companies that export to the US, this tariff means:
Products are more expensive at the destination.→ difficulty in competing with other international suppliers.
Risk of falling salesAmerican customers may reduce orders or seek alternatives.
Impact on our contractsIt will be necessary to renegotiate prices and terms with importers.
Recently, Brazil adopted a measure similar to that of other countries, instituting a 20% tax on international purchases of up to US$50 made by individuals, in addition to the state ICMS tax. These transactions, common on platforms such as Shein, Aliexpress, and Shopee, were previously exempt from import tax.
The measure, popularly known as the “blouse tax,” is part of the Remittance in Compliance Program, which aims to balance competition between imported products and those sold in the domestic market. The rationale is that the previous exemption created a tax imbalance, disadvantaging domestic merchants compared to the prices charged by foreign companies.
The implementation of the program was a result of pressure from Brazilian retailers, who had been losing competitiveness. With the growth of e-commerce during the pandemic, the domestic market suffered a strong impact: there was a drop in the volume of purchases and the price difference between national products and goods imported directly by consumers became more pronounced.
Effects of the measures
In Brazil, the main impact is felt by the end consumer, who bears the burden of the increased cost of low-value imported purchases.
In the United States, the effects are global, impacting supply chains, increasing the cost of imported products, and harming foreign exporters. In the Brazilian case, the application of the highest tariff among the affected countries included strategic sectors such as agribusiness, steelmaking, and manufacturing, generating direct repercussions on the national economy.
Therefore, measures are needed to mitigate the impacts arising from the tariff increase, such as:
Review the product classification.to confirm whether they are actually subject to the 50% tariff or if they fall under any exception.
Renegotiate contractswith clauses that allow for price adjustments in case of tariff changes.
Seeking new marketsto diversify sales and reduce dependence on the US.
Evaluate logistical and production alternatives., such as partnerships or partial production in other countries.
Conclusion
The US “tariff hike” against Brazil is a move that profoundly affects trade relations between the two countries. For the American consumer, it means more expensive Brazilian products. For the Brazilian producer, it represents a loss of competitiveness and the need for rapid adaptation.
It is not yet clear whether this measure will be permanent or whether it can be reviewed in the future, but the fact is that companies need to act now to protect their businesses and find ways to remain competitive on the international stage.
Contact us:
Get in touch and find out how we can help: tm@tmassociados.com.br www.tmassociados.com.br | (11) 2923-7989
The history of humankind has been marked by technological ruptures that have shaped the way we live, think, and organize ourselves. From the invention of writing to the industrial revolution, and then to network digitalization, each stage represented not only a technical advancement but a change in the very logic of institutions. Artificial intelligence and other innovations have left the realm of promise and have become part of daily life, crossing borders and reaching every sphere of economic and social activity.
Although these effects radiate across the law as a whole, the purpose of this article is to assess how law firms have incorporated technology in the context of M&A transactions, identifying what already works in practice, where the concrete benefits lie, and which risks still require vigilance.
This choice stems not only from the recurrently transnational and highly complex nature of such transactions, but also from the significant growth of this market, which has become one of the fields in which the incorporation of technological and AI solutions is most visible and at the same time most challenging. It is not a distant observation from the market, but a view of how legal practice is reorganizing to deal with the growing presence of these tools throughout the transaction cycle.
One of the first issues to address is confidentiality and transparency, even at the stage of engaging law firms to structure this type of transaction. There is a perception that the use of technology, especially tools supported by artificial intelligence, is in itself insecure and will inevitably lead to data breaches. This idea, often repeated as if it were an absolute truth, is largely a myth. The risks exist, but they can be mitigated by practical governance measures. Some examples that already have the power to bring greater security to legal activities are presented below.
First, law firms that adopt technology in their workflows should make clear in their General Business terms that they use automated tools and, in particular, artificial intelligence, for the performance of certain legal work. This measure by itself already adds a layer of trust and transparency with the client.
It is also of utmost importance to establish internal information security policies and to provide for containment plans for possible incidents, while observing the guidelines of the main data protection regulations in force. Internal training of professionals, with the aim of ensuring proper digital literacy for the use of these tools, has also proved to be a differentiating factor.
In addition, the use of enterprise versions of tools, with robust encryption, access logs, and contractual guarantees of non-use of data for model training, further strengthens protection. In this context, the technological maturity of firms also translates into building internal capabilities. It is equally relevant that firms properly program the assistants they use, customizing them according to their workflow, compliance requirements, and team drafting style, often with the support of information technology companies or, where more convenient, by contracting ready-made legal solutions that already observe security and governance standards. This preventive posture conveys to the client the assurance that technological efficiency does not compromise confidentiality.
Moving on to the execution of the legal work, technology is already present from the earliest moments of an M&A transaction. Even before drafting any document, it is common for the parties to meet to discuss the framework of the transaction and align expectations regarding the subject matter, the economic conditions, and the obligations that will be reflected in the formal instruments. In these meetings, the use of recording and automatic transcription tools can bring gains in precision and recordkeeping, allowing lawyers to have a more organized basis for the strategic information that will guide the preliminary contracts.
This resource, however, cannot be used without caution, and mitigation measures must again be observed to avoid the leakage of sensitive data, precisely because the sensitivity of the information shared at this stage requires the same level of confidentiality expected in contract drafting. It is no coincidence that many companies only authorize the use of such tools after strict compliance validation or simply prohibit them, fearing leaks or misuse of data for algorithm training.
Once the initial phase of data collection and strategic parameters has been completed, the drafting of preliminary agreements begins. In M&A transactions, it is common to use instruments such as term sheets, letters of intent, and memorandums of understanding. At this point it is possible to rely on automated templates or programmed assistants to structure the initial version of the document, organizing the premises of the transaction and integrating the elements discussed in meetings with the client.
The draft resulting from this process, although faster to produce, must necessarily undergo the lawyer’s critical review, who should examine each clause and adjust the wording to reflect the specific terms of the negotiation, ensuring that no strategic aspect is omitted. The time savings are significant because automation handles structure and formal standardization, while the professional’s interpretive work focuses on what truly matters, namely risk calibration, the adaptation of clauses to the peculiarities of the business, and the anticipation of potential friction points.
Advancing a little further, due diligence is perhaps the territory where the gains and limits of technology appear most clearly. On the one hand, document analysis systems allow large volumes of contracts to be processed in a short time. On the other hand, critical reading remains irreplaceable.
Data room platforms already use AI to classify documents, conduct semantic searches, and even automate sensitive drafting. Today it is already possible to use tools to quickly locate clauses that, in M&A transactions, directly affect the valuation of the target and the determination of the purchase price. By way of example, some clauses are recurrently identified, such as acceleration in banking contracts upon change of corporate control, exclusivity provisions that prevent short-term synergies, non-compete undertakings with disproportionate periods, call and put options capable of compromising future governance, and confidentiality obligations that condition data integration. Technology helps to map these provisions more quickly and in a more organized manner, greatly facilitating the lawyer’s work in preparing the report and the risk assessment.
The same reasoning applies to the analysis of litigation contingencies, one of the most sensitive stages of due diligence. Software that applies jurimetrics can statistically estimate the probability of success or loss in pending actions. Such reports are useful as support because they help structure databases and identify patterns, but at least for now they cannot be considered completely sufficient to ground financial decisions in a transaction. What truly defines the legal and economic consequence of a dispute is the analysis of the merits, the evidentiary strength of the record, and the posture of the relevant courts. It is precisely the legal evaluation that determines in practice whether the parties should negotiate a price discount, withhold installments, establish escrow accounts, or require documentary reinforcement as a condition for signing the definitive agreements.
Practical experience shows that the true value of technology lies in allowing the lawyer to devote less time to mechanical tasks and more energy to strategic analysis. It is thus evident that AI tools that organize risk reports, classify documents in different languages, and even suggest automated drafting are valuable in this type of procedure.
The transition to the Share Purchase Agreement and ancillary contracts represents a new balance point between tool and method. If in the preliminary phases technology already brings gains in speed and organization, here it begins to influence directly the way the core documents of the transaction are drafted and negotiated. There is no doubt that there is a real gain in generating preliminary versions and in automated comparison of drafts, especially in the case of long contracts with multiple annexes and recurring clauses. The use of legal copilots allows versions to be aligned more quickly, differences between drafts to be highlighted in seconds, and proposed wording to be suggested based on precedent banks. Even so, the nature of these clauses prevents talk of full automation.
The calibration of precedent conditions, the design of earn-out mechanisms, the drafting of representations and warranties, purchase price adjustment provisions, and material adverse change criteria, among other points, cannot be reduced to static formulas. A detail that a system treats as interchangeable may, in the concrete context of the deal and the jurisdiction in which it will be performed, prove costly if not read with the required depth. An earn-out period that appears mathematically neutral in a model may distort the economic balance of the transaction in light of a specific production cycle or the seasonality of the sector. A representation of regulatory compliance drafted on the basis of boilerplate language may leave out a sensitive aspect of a given jurisdiction, exposing the buyer to unexpected risks.
For this reason, even when the initial draft is produced with technological assistance, the final review must be conducted with the attention of someone who identifies the hidden exception, the collateral consequence, and the stitching necessary to keep the contractual pieces coherent. The risk of a poorly drafted clause or a relevant omission is disproportionate in transactions of this magnitude. In a context in which billions are at stake, no machine can replace human interpretation that considers the parties’ interests, regulatory limits, and the practical impacts of the chosen wording.
The use of solutions for monitoring post-closing obligations has also assumed a relevant role in the practice of law firms. Internal management tools can structure the follow-up of contractual clauses such as reporting deadlines, financial covenants, regulatory obligations, and non-compete commitments. Workflow systems can be programmed to assign tasks, issue automatic alerts, and organize workstreams, reducing failures, facilitating management, and bringing greater predictability.
Another point of interest that deserves mention is a phenomenon which, although still at a stage of consolidation, already presents itself as a vector of innovation for all types of legal relationships and not only for M&A transactions. We are referring to the resolution of disputes by digital means.
It is now possible to identify Online Dispute Resolution platforms that offer the possibility of resolving disputes entirely in a virtual environment through assisted negotiation, mediation, or even automated decisions in lower-complexity cases. In the field of M&A transactions, the use of such platforms may be considered, for example, for post-closing divergences involving earn-out clauses, indemnifications arising from breaches of representations and warranties, or breaches of ancillary obligations.
The appeal lies in speed and cost reduction, but there are relevant questions such as which jurisdiction would recognize these decisions, which authority would have competence to review or set aside the result, how to ensure procedural balance between the parties, and how to avoid bias in decisions produced by automated tools. These are issues that still lack consolidated answers, but that are already on the near horizon of transactions.
All these practices are aligned with a regulatory environment undergoing profound change. The European AI Act, in force since 2024, inaugurates a progressive regime of prohibitions and obligations for systems classified as high risk, requiring that operations supported by technology be anchored in solid compliance mechanisms. The NIST AI Risk Management Framework, complemented by the profile aimed at generative models, provides technical parameters for risk management, while ISO/IEC 42001 sets international governance standards for artificial intelligence systems. Alongside these normative instruments, there are soft law initiatives such as the UNIDROIT Principles of International Commercial Contracts and the UNIDROIT Principles on Digital Assets and Private Law, which can be adapted to strengthen technological audit clauses and responsibility obligations in cross-border contracts.
This normative backdrop reinforces what practice already shows. Artificial intelligence is transforming M&A transactions, but efficiency only turns into value when accompanied by robust governance and the lawyer’s critical supervision.
Finally, it is essential to note that despite advances, the technological ecosystem described remains fragmented. There are effective tools for contract drafting, others quite useful for document review in due diligence, and still others aimed at task management and monitoring of obligations. None, however, manages to cover in an integrated manner all stages of an M&A transaction with the depth required by legal work. The result is that law firms need to combine different applications, often from different providers, which requires organization, discipline, and additional care with data governance.
In this scenario, investment decisions become decisive. Large firms are able to absorb more sophisticated solutions because they have the budget for premium platform licensing and teams dedicated to adapting these technologies to their workflows. Medium and small firms, on the other hand, face cost and adaptation barriers, which limit access and reinforce competitive inequality. More complete and integrated platforms will certainly emerge soon, but the question that matters remains unanswered, namely whether these solutions will be available to all firms or whether they will consolidate as a privilege of a few players capable of investing heavily in technology.
The future will tell whether legal technology will become a vector for the democratization of efficiency or whether it will turn into yet another driver of market concentration. In the meantime, the sound path remains one of prudent and progressive use.
We may once again find ourselves at the threshold of a historical rupture: If writing reinvented memory, the printing press democratized knowledge, and the digital revolution dissolved borders, artificial intelligence is now reshaping the very contours of legal rationality. There is no defined script. Upcoming M&A transactions may unveil both the promise of radical efficiency and the perils of blind trust in systems we do not yet fully understand. Between algorithms and clauses, between speed and caution, one question remains: will we shape the tools, or will we allow them to shape us?
REFERENCES
AMERICAN BAR ASSOCIATION. Formal Opinion 512: Lawyers’ Use of Generative AI. July 29, 2024. Available at: https://www.americanbar.org/news/abanews/aba-news-archives/2024/07/aba-issues-first-ethics-guidance-ai-tools/. Accessed: Sept. 6, 2025.
BAIN & COMPANY. Generative AI in M&A: You’re Not Behind—Yet. Feb. 4, 2025. Available at: https://www.bain.com/insights/generative-ai-m-and-a-report-2025/. Accessed: Sept. 6, 2025.
BUSINESS INSIDER. How AI was used in this $1.5 billion M&A deal (Kraken–NinjaTrader). 2025. Available at: https://www.businessinsider.com/how-ai-was-used-kraken-ninjatrader-acquisition-2025-4. Accessed: Sept. 6, 2025.
EUROPEAN COMMISSION. AI Act – Application timeline. Aug. 1, 2024. Available at: https://digital-strategy.ec.europa.eu/en/policies/regulatory-framework-ai. Accessed: Sept. 6, 2025.
EUROPEAN UNION. Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence (Artificial Intelligence Act). Official Journal of the European Union, 12 July 2024. Available at: https://eur-lex.europa.eu/eli/reg/2024/1689/oj/eng. Accessed: Sept. 1, 2025.
FINANCIAL TIMES. AI agents still need a human in the mix for legal tasks. 2025. Available at: https://www.ft.com/content/05e6e97e-26e7-4dab-b035-793c1a0f0ed8. Accessed: Sept. 6, 2025.
FLORIDI, Luciano. The Fourth Revolution: How the Infosphere Is Reshaping Human Reality. Oxford: Oxford University Press, 2014. Available at: https://www.oii.ox.ac.uk/research/publications/the-fourth-revolution/. Accessed: Sept. 1, 2025.
GENERAL COURT OF THE EUROPEAN UNION. T-553/23, Latombe v Commission (decision concerning the EU–US Data Privacy Framework). Sept. 3, 2025. Coverage: REUTERS. Available at: https://www.reuters.com/sustainability/boards-policy-regulation/eu-court-backs-latest-data-transfer-deal-agreed-by-us-eu-2025-09-03/. Accessed: Sept. 6, 2025.
HARARI, Yuval Noah. Nexus: A Brief History of Information Networks from the Stone Age to AI. New York: Random House, 2024.
INTERNATIONAL ORGANIZATION FOR STANDARDIZATION; INTERNATIONAL ELECTROTECHNICAL COMMISSION. ISO/IEC 42001:2023 — Artificial intelligence management system — Requirements. Geneva: ISO/IEC, 2023. Available at: https://www.iso.org/standard/42001. Accessed: Sept. 6, 2025.
KATSH, Ethan; RABINOVICH-EINY, Orna. Digital Justice: Technology and the Internet of Disputes. Oxford: Oxford University Press, 2017. Available at: https://global.oup.com/academic/product/digital-justice-9780190464597. Accessed: Sept. 6, 2025.
LEE, Kai-Fu; CHEN, Qiufan. AI 2041: Ten Visions for Our Future. New York: Crown/Random House, 2021. Revised ed.: 2024.
NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST). AI Risk Management Framework 1.0 (NIST AI 100-1). Gaithersburg, MD: NIST, 2023. Available at: https://nvlpubs.nist.gov/nistpubs/ai/nist.ai.100-1.pdf. Accessed: Sept. 6, 2025.
NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST). Generative AI Profile (NIST AI 600-1). Gaithersburg, MD: NIST, 2024. Available at: https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.600-1.pdf. Accessed: Sept. 6, 2025.
REUTERS. Legal AI startup Eudia opens law firm under Arizona program. Sept. 3, 2025. Available at: https://www.reuters.com/legal/legalindustry/legal-ai-startup-eudia-opens-law-firm-under-arizona-program-2025-09-03/. Accessed: Sept. 6, 2025.
UNIDROIT. UNIDROIT Principles of International Commercial Contracts (PICC) 2016. Rome: UNIDROIT, 2016. Available at: https://www.unidroit.org/wp-content/uploads/2021/06/Unidroit-Principles-2016-English-bl.pdf. Accessed: Sept. 6, 2025.
UNIDROIT. Principles on Digital Assets and Private Law. Rome: UNIDROIT, 2023. Available at: https://www.unidroit.org/work-in-progress/digital-assets-and-private-law/. Accessed: Sept. 6, 2025.
UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW (UNCITRAL). Technical Notes on Online Dispute Resolution. New York: United Nations, 2017. Available at: https://uncitral.un.org/en/texts/odr/technotes/odr_technotes. Accessed: Sept. 9, 2025.
https://tmassociados.com.br/wp-content/uploads/2025/09/Redes_Sociais_-_Tm_Associados.webp844675TM Associadoshttps://tmassociados.com.br/wp-content/uploads/2024/01/logo-tm-associados-atualizado.pngTM Associados2025-09-25 18:00:272025-09-25 18:00:31The Use of Technology in M&A Transactions: Challenges and Perspectives for Law Firms
Document organization and legal strategy streamline collections, increase settlement opportunities, and prevent lengthy court disputes.
Recovering outstanding debts doesn’t have to be a never-ending drama. The sooner and better documented a debt is, the greater the chances of a quick recovery—and with lower legal costs. The journey begins long before any legal petition is filed: it starts with the papers (or PDFs) that formalize the business relationship. Properly signed contracts, collection letters, formal demand letters, debt acknowledgment agreements, receipts, signed invoices, and all documentation proving the delivery of a product or the effective provision of a service are the creditor’s “life insurance.”
These documents not only demonstrate good faith and professionalism but also serve as proof that the debtor has been put in default, and they interrupt the statute of limitations. Ultimately, it’s this well-maintained paperwork that determines whether the process can proceed on a faster track or will be subject to years of debate.
When friendly negotiations—initiated, for example, with a collection letter sent by email with a read receipt or by mail with a return receipt—fail, the next step is usually a formal demand letter. This formalizes the collection effort, shows that the creditor attempted to resolve the issue outside of court, and, if registered at a notary’s office, establishes a definite date and strengthens its evidentiary value.
Often, simply receiving this notice prompts the debtor to seek an agreement. If this happens, take the opportunity to draw up a debt acknowledgment agreement: a clear document specifying the amount, due date, an acceleration clause, and—a crucial detail—the signatures of two witnesses. The debt acknowledgment agreement is considered an enforceable instrument under Art. 784 of the Code of Civil Procedure (CPC), paving the way for the fastest form of collection: an action to enforce the instrument.
If no agreement is reached, it’s time to choose the most suitable legal action for your case. There are three main paths:
Standard Collection Lawsuit: This is the traditional route. It accepts any type of evidence (documents, witnesses, expert testimony), making it suitable when the creditor lacks a document strong enough for faster methods. However, it is the most time-consuming: it involves a defense, an evidence-gathering phase, hearings, a judgment, and potential appeals. Expect it to take three to six years, depending on the court and the volume of challenges.
Summary Collection Proceeding (Ação Monitória): This is perfect for those who have written documents proving the debt but which, on their own, are not enforceable instruments (e.g., a signed invoice, a contract without witness signatures, a purchase order accepted by the debtor). The judge issues a writ ordering the debtor to pay or file a defense within fifteen days. If the debtor does nothing, the writ becomes an enforceable court order, and the case proceeds directly to the enforcement phase, allowing for the attachment of assets and funds. The average time is typically reduced to one to three years.
Action to Enforce an Instrument (Execução de Título Extrajudicial): This is the “express lane” of collections. It can only be used when there is an instrument provided for in Art. 784 of the CPC: the aforementioned debt acknowledgment agreement signed by two witnesses, an accepted trade acceptance, a check, a promissory note, a public contract, among others. In this procedure, the debtor is summoned to pay within three days. If they fail to pay, a request is immediately made to attach assets (including through the SISBAJUD online system). It is the fastest and most effective method, but it requires impeccable documentation.
For the client, the message is simple: invest in prevention. Standardize your contracts with clear clauses for due dates, monetary adjustments, and witness signatures; issue detailed invoices; collect signed delivery receipts; archive relevant emails; and register formal notices. All of this becomes legal ammunition if the debt ends up in court. The better the file, the greater the chance of qualifying the case as an enforcement action or, at least, a summary proceeding—reducing years of litigation to months.
In practice, a well-designed credit recovery workflow usually follows these steps: (i) document analysis and debtor classification, (ii) an attempt at amicable collection, (iii) a formal demand letter with a short deadline, (iv) drafting (or not) a debt acknowledgment agreement, (v) choosing the appropriate legal action, (vi) immediately requesting asset seizure measures (online attachment via systems like SISBAJUD, RENAJUD, INFOJUD) when the process allows, and (vii) continuous monitoring until a final, unappealable judgment and effective payment.
Remember: an enforcement action includes a 10% fine and 10% for attorney’s fees if the debtor does not pay promptly. The summary proceeding offers the advantage of “skipping” to enforcement if the defendant does not file a defense. And even in a standard collection lawsuit, demonstrating a prior attempt to reach an agreement may influence the judge to impose higher interest and more burdensome fees on the debtor.
In conclusion, the combination of solid documentation and the correct procedural strategy is the key to turning non-payment into cash flow. Those who organize their paperwork and act quickly benefit from shorter processes, lower costs, and a higher recovery rate. After all, taking good care of your credit is protecting your business.
https://tmassociados.com.br/wp-content/uploads/2025/09/Redes_Sociais_-_Tm_Associados_1.webp13501080TM Associadoshttps://tmassociados.com.br/wp-content/uploads/2024/01/logo-tm-associados-atualizado.pngTM Associados2025-09-11 17:33:272025-09-11 17:33:31The Guide to Credit Recovery: A Legal Strategy for Swift Collection
Shareholders’ Agreement: An Essential Instrument for Legal Security in Business Relationships
In contemporary business corporations, characterized by dynamic organizational structures and increasingly volatile economic environments, internal governance has gone from being a merely operational issue to becoming an essential pillar of business sustainability and longevity. In this context, the shareholders’ agreement has established itself as one of the most relevant instruments for regulating relationships between shareholders, functioning as a mechanism for conflict prevention, strategic alignment, and preserving corporate stability.
More than a contractual appendix, the shareholders’ agreement is a concrete expression of the private autonomy recognized by the legal system, allowing shareholders to establish, in a binding manner, the rules that will govern their coexistence and participation in the company, in aspects often not provided for—or insufficiently regulated—in the articles of association or bylaws. Its adoption represents a qualitative advance in corporate governance, as it provides predictability in decisions and legal certainty in transitions.
What is a Shareholders’ Agreement?
A shareholders’ agreement is a contractual instrument signed between the partners of limited liability companies or, in the case of corporations, by the shareholders, with the purpose of regulating aspects of the corporate relationship that go beyond what is provided for in the articles of association or bylaws. Expressly provided for in Article 118 of the Corporations Law (Law No. 6,404/76), it is widely accepted and applicable to limited liability companies, by analogy and due to the autonomy of contractual will recognized by the Civil Code.
Applications and Scope
The clauses of a shareholders’ agreement can be quite varied and cover virtually any matter of interest to the partners. Examples include:
Voting and veto rights in corporate resolutions; Formation of controlling blocks or protection of minority shareholders; Profit distribution policies; Procedures for partner entry and exit (tag-along, drag-along, shotgun clauses, among others); Rules for succession or partial dissolution of the company; Confidentiality and non-competition obligations; and Strategic guidelines and ethical principles of the company. Importance for Corporate Governance
The shareholders’ agreement is a powerful tool for ensuring effective corporate governance, as it allows for clear and binding regulation of how the company’s strategic and operational decisions will be made. It protects the company from future conflicts and ensures that the rules for resolving them are established with the knowledge of all partners.
Therefore, it directly contributes to:
Reducing corporate disputes; Management stability; Protection against abuse of power; Institutional strengthening of the company. Legal Security in Corporate Relations
In times of instability, such as the departure of a partner, disagreements over profit distribution, or the sale of shares, a solid agreement allows for the resolution of disputes without the need for lengthy and costly legal proceedings. It can even be a prerequisite for investments or credit concessions, ensuring that the company has well-established governance rules that will ensure its continued existence.
Technical Basis: Private Autonomy and Corporate Relations Discipline
From a doctrinal perspective, the shareholders’ agreement falls within the context of the private discipline of economic activity, guided by the principles of autonomy of will and equality among individuals. As Fábio Ulhoa Coelho teaches, the legal system recognizes partners’ relative ability to self-regulate their interests, as long as the limits established by the current legal order are respected.
In this sense, the shareholders’ agreement represents a legitimate manifestation of private autonomy, serving as a contractual tool for structuring the company’s internal governance according to the specificities of the business and the peculiarities of the relationship between the partners. The regulation of these relationships should seek to equalize the conditions between those involved, allowing for the settlement of interests, often asymmetrical, in a proportional and legally effective manner.
Furthermore, when dealing with contractual relationships between individuals, legal dogma aims to create conditions for resolving conflicts with minimal social disruption. The shareholders’ agreement fulfills precisely this role, anticipating potential disagreements and establishing objective and secure criteria for conducting business activities, avoiding litigation and strengthening trust in the business environment.
Advantages of Confidentiality: Non-Publication of the Agreement
A relevant feature of the shareholders’ agreement is that, unlike the articles of association or bylaws, it does not need to be filed with the Board of Directors.
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The text deals with the strategies judicial and out-of-court debt, highlighting the challenges, the practice, and the impact of the legal in Brazil.
The increase in Brazil, it is an issue that affects millions of people and businesses, and its origin can be traced to a combination of factors, the economic, the social and the individual, such as an increase in the cost of living, unemployment, and the poor management of finance. Today, there are more than 70 millions of people are in debt, highlighting the need to adopt effective measures to prevent and cope up with this problem.
In this context, the recovery of the loan comes as a set of strategies they have adopted to pursue the payment of the debt. It is a process that is used when one of the parties to an agreement that does not comply with its obligations stated. The debt may be divided into two main types:
Recovery of out-of-court
The recovery of out-it involves the attempt to recover the amount owed, without resorting to the Legal system. This may involve direct negotiations, agreements, user-friendly, push notifications, judicial, or to protest, and security offices. This method is often preferred because it is less expensive and more responsive compared to the court process, and to preserve the business relationship between the parties involved.
Examples of instruments that are used in the recovery of out-of-court include the following:
Extra-judicial notices: – The borrower is notified of the formally about the debt, and made in live, the Renegotiation of the debt, The parties will be able to see the deadlines, and the values or conditions for the payment, to facilitate the discharge of the charge; to Protest at the registrar’s office: and The creditor is entitled to register a protest of an information in the registry, which can lead to restrictions on loan to the debtor, to encourage the payment. The recovery of out-of-court, has the advantage of being less expensive, and less bureaucracy, in addition to safeguarding the privacy of the parties involved. However, their effectiveness depends on the willingness of the debtor to negotiate with the creditor, you should consider its use, given the fact that the actions-court does not have the effect of suspending the time limit for prescrição1.
Judicial settlement
When all the attempts to take out-of-court will not produce the desired results, then the lender may choose to opt for the recovery of the courts. This process requires the intervention of the judicial system, and it is more formal and complex, making it necessary for the fulfillment of the terms and conditions established in the laws.
The role of a lawyer is essential in this process, representing the lender to the european Court of Justice, by ensuring that all legal requirements are met and to develop legal strategies that are effective for maximising the chances of success. In the following, we will highlight the major lawsuits for the recovery of the loan:
The action of the running
The action is used, if the creditor has an enforceable – that is, a document, which shows clearly the existence of the debt, and it allows you to charge immediately. The procedure, from outros2, include the following:
Scriptures in public
Duplicates;
The contracts signed by two witnesses;
A certificate of liability;
Contract for attorney’s fees.
In this type of action, the plaintiff entered into the court, boasting the title of the executive, which would require the enforcement of the debt. The debtor is referred to, so that, within a period of three days, and then pay all amounts due, or to comply with the obligation laid down. If not, the judge may order the seizure of property of the debtor in order to satisfy the debt.
The debtor has the right to present a defense, arguing, for example, that the debt has been paid, or that the information is not required.
Action-monitoring
The action of monitoring is a legal tool that is aimed at the recovery of the debt, if the creditor does not have a writ of execution, but it has a written exam that demonstrates the existence of an obligation. This is especially useful in situations where there is a debt that is documented in formal, or in a document which, by itself, does not constitute a writ of execution.
In order to join in with the action of monitoring, the plaintiff must provide the court with documents that prove the existence of the debt, in addition to the calculation of the amount due. If the court finds that the documents are sufficient, it issues an order for payment, the order directing the debtor to pay the debt, or to present their defence within the stipulated time period.
If the debtor fails to respond, or to pay the debt, at the commandment of the payment becomes a writ of court, allowing the creditor to bring an action for enforcement.
The action of the charge
The action of the charge is the legal process by the rite of the joint, which is used when there is not an enforceable document, or the documents available do not allow for the use of other procedures that are faster, such as action monitoring. This type of action allows for greater production of evidence, and the defense, on the other hand, tends to be more time-consuming and expensive.
In spite of its length, by the action of the charge, is often the only option in cases in which, for example, the time limit for the execution of the cheque, or promissory note has already prescribed, making it impossible for you to run to the title. The art. 785 the CPC3 that, even after the statute of limitations for the execution of a writ of execution, to be filed with a collection action.
In the process, the plaintiff must prove the existence of a debt by means of documents and witnesses. The debtor, in turn, challenge the speed, producing some of its own tests. After the investigation, the judge will issue a judgment in determining the payment of the debt, if the creditor is successful.
The risk of improper charging
The charge of improper recovery of a loan you can create a number of risks and consequences, legal, financial, and reputation, to the lender.
First of all, it should be noted the moral and material damage. When the lender carries out a billing error, it cannot be held responsible or liable for those kinds of damages. Of the debtor, and if you feel wronged or feel uncomfortable for being charged with a debt does not exist or has been paid, you can file a claim for compensation for pain and suffering.
Another significant point is the fines and penalties of the law. In Brazil, the united states, protects the consumer against unfair practices, including the collection unintended use. According to the art. 42 of the CDC4, the case is made of a collection of the debt does not exist or is greater than the amount actually due, the customer is entitled to a repeat of the debt, that is to say, the return of double the amount unduly paid, together with interest rates and inflation. In addition, the improper charging is carried out so as to be unfair or upsetting, the creditor is entitled to sanctions and other administrative penalties imposed by the consumer reporting agencies.
Therefore, just be careful is the key.
Final thoughts
In addition to the measures of judicial and extrajudicial documents referred to above, it is critical that companies and creditors to take action in advance to prevent a breach, such as the careful design of the clauses in contracts with clear and specific information about the bonds of money, in addition to the application, the tools that assist in the management of credit and collection. Invest in prevention strategies, such as regular visits to the credit bureaus, and financial monitoring of the clients, it can significantly reduce the risk of non-payment.
1 the Period specified by the law that a creditor has the right to require the court in the performance of an obligation, the payment of a debt. After the expiration of that period, the right to sue in court against the obligor is extinguished, preventing the person to seek a remedy by way of Righteousness, even if your credit is still there. That is, the creditor is entitled to require the court to the satisfaction of his credit.
2 Art. 784 of the civil procedure code.
3 Art. 785. The existence of a writ of execution out-of-court does not preclude a party to follow the learning process in order to obtain enforcement of a court.
4 Art. 42. In the collection of the debt, the consumer is in default shall not be exposed to ridicule, not to be subjected to any kind of coercion or threat.
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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.
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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
The formalization of the contract, until the 16th of January, in the year 2025,this agreement shall be proved by:
The firm is recognized;
An electronic signature is valid; or
Proof of payment of the lease, until the very last day of the month following commencement of employment.
Duration: membership is valid for:
By the end of the original contract; or
Until December 31, 2028, whichever comes first.
2.2. Contracts for the Lease of Residential
The formalization of the contract,as in the leasing of residential, contracts, non-residential, must be submitted by January 16, 2025.
An Indefinite period of time, or Particular:
For contracts with a term of indefinite duration, the membership will be assessed on the basis of the regularity of the payments, and the proof of the activity of the lease up to the date of the publication of the law.
For contracts with a term given, in the periods following the same criteria that apply to a rental home.
Supporting documentation: tax Records and financial statements-updated they are essential for the eligibility for the scheme.
3. The benefits of the Scheme
Simplification of the Tax: an excise tax only the gross income.
The security of the LegalProtection of the conditions for a tax agreements are already in place.
Tax planning: it Provides a time and certainty for the reorganization of the operations.
4. Recommendations
The review of Contract: Review of all existing contracts to identify those that meet the criteria for membership of the scheme.
Documentation:- Keep up with the proof of the execution and the records of the financial statements.
Strategic planning: to Consider the financial impact of the transition regime for the future adequacy of the new tax rules.
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.
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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 REDUCTION IN THE BASIS OF CALCULATION OF
Be reduced by up to 31/12/2025
Interstate exits with the inputs of the farm (s) specified.
Convênio ICMS 100/97; art. 9 and 10, in Book VI, Annex II, as the RICMS SP.
December 31, 2025
The outputs of the internal perfumes, cosmetics, and personal care products made by the manufacturer or a wholesaler.
Art. 112 of the Act 6.374/89; art. 34, Book VI, Annex II, as the RICMS SP.
December 31, 2025
Outputs-internal inputs to agriculture (s) specified.
Convênio ICMS 100/97; art. 77, in Book VI of schedule II of the RICMS SP.
December 31, 2025
Be reduced by up to 31/12/2026
In-house operations, with products in the food basket.
Convênio ICMS, 128/94; art. 3 of Book VI of Annex II of the RICMS SP.
As of 31 December 2026
Output of the internal gas (lng), oil, and natural gas.
The covenants of the VAT 112/89, 18/1992, 124/1993 and 151/1994; art. 8, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
The output of machines, appliances or vehicles that are used.
The covenant, the ICM 15/81; the Covenants of the VAT 50/90, 33/93, and 151/94; art. 11), for the Book VI of schedule II of the RICMS SP.
As of 31 December 2026
The benefits of the service of the intercity transportation of raw milk or pasteurized.
Convênio ICMS-17/92; art. 19, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
Transaction in interstate commerce, performed by the manufacturer, and importer of products that you have specified.
The covenants of the VAT 133/02 and 166/02; art. 25 of the Book VI of schedule II of the RICMS SP.
As of 31 December 2026
The outputs of the internal packaging for eggs in nature, such as baskets or bags with a capacity of 30 units.
Convênio ICMS-190/17; art. 26, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
The outputs of the internal wines is carried out by the establishment, and manufacturer.
Art. 112 of the Act 6.374/89; art. 33, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
The import of goods to the provision of services or the manufacture of capital goods under the Special Customs procedure of Temporary Admission.
Convênio ICMS 58/99; art. 38, in Book VI of Annex II of the RICMS SP.
As of 31 December 2026
The outputs of the internal food product made by the manufacturer or a wholesaler.
Art. 112 of the Act 6.374/89; art. 39 of the Book VI of schedule II of the RICMS SP.
As of 31 December 2026
Interstate exits in the meat and food products, fresh, frozen, or processed.
Convênio ICMS-89/05; art. 45, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
Outputs-internal and carried out by the manufacturer of textile products.
Convênio ICMS-190/17; art. 52, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
Output of the internal liquid hydrocarbons that are used as industrial raw materials.
Art. 53, in Book VI of Annex II of the RICMS SP.
As of 31 December 2026
The outputs of the internal steel bars, as specified.
Convênio ICMS-190/17; art. 58, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
The outputs of the internal parenteral solutions are specified by the manufacturer.
Convênio ICMS-190/17; art. 62, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
The outputs of internal bio-gas and bio-methane.
Convênio ICMS 112/13; art. 69, Book VI, Annex II, as the RICMS SP.
As of 31 December 2026
The outputs to the internal and other meat food, fresh, processed.
Convênio ICMS-89/05; art. 74, in Book VI of Annex II of the RICMS SP.
As of 31 December 2026
DISCLAIMERS
Disclaimer to 31/07/2025
Operation, equipment, and supplies used in surgical procedures.
Convênio ICMS-1/99; art. 14), for the Book VI of Annex I to do RICMS SP.
July 31, 2025
Disclaimer to 31/12/2025
In-house operations with the inputs of the farm (s) specified.
Convênio ICMS 100/97; art. 41, in Book VI of Annex I to do RICMS SP.
December 31, 2025
Output of the internal parts and components to the manufacture of the tractor, a truck and a bus, which was promoted by the manufacturer.
Art. 112 of the Act 6.374/89; art. 105, in Book VI of Annex I to do RICMS SP.
December 31, 2025
Disclaimer to 31/12/2026
The purchase of the goods given by the State government.
Convênio ICMS 57/00; art. 1, Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Operations with drugs used for the treatment of hiv / Aids.
Convênio ICMS) 10/02; art. 2 of Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Distribution of free samples of low or no commercial value.
Convênio ICMS 29/90; art. 3 of Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Sale of the assets object of the contract, the lease, as a result of the option to purchase by the lessee.
Convênio ICMS 4/97; art. 7, Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Operations are carried out with a wheelchair and a prosthetic.
Convênio ICMS-126/10; art. 16), for the Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Products for people with physical disabilities, visual or hearing impairment.
Convênio ICMS º 55/98; art. 17 of the Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Customs clearance under the regime of the ‘drawback’ in the mode ‘sleep’.
The covenants of the VAT 27/90; art. 22 of the Book VI of Annex I to do RICMS SP.
As of 31 December 2026
The supply of electricity to the consumer.
Convênio ICMS 76/91; art. 29, Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Import operations are specified.
The covenants of the VAT 18/95; art. 37 of Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Shipment of the defective parts to the manufacturer, which is promoted by a dealer or a workshop not authorized, within 30 days after the expiration of the warranty.
The covenants of the VAT 129/06; art. 127, in the Book VI of Annex I to do RICMS SP.
As of 31 December 2026
The operations carried out with medicinal products, hospital equipment, spare parts and materials, to the use and consumption.
Convênio ICMS 120/11; art. 153-Book VI of Annex I of the RICMS SP.
As of 31 December 2026
Operations and medicines for the treatment of cancer.
Convênio ICMS-162/94; art. 154, in Book VI of Annex I to do RICMS SP.
As of 31 December 2026
The outputs of the internal goods that are related to the energy of the sun.
Art. 170, in Book VI of Annex I to do RICMS SP.
As of 31 December 2026
Operations of the drug Spinraza (Nusinersena) for the treatment of muscular atrophy spinal cord.
Art. 173, Book VI of Annex I of the RICMS SP.
As of 31 December 2026
Operations with a drug intended for the treatment of cystic fibrosis (Trikafta).
Art. 179, Book VI of Annex I of the RICMS SP.
As of 31 December 2026
LOANS GRANTED
Credits to 31/12/2025
Output of the internal, intended for the end user, or a state-of-the shovel dozer wheel excavators, and backhoe, since they were produced at the production facility.
Convênio ICMS-190/17; art. 36, Book VI of Annex III to the RICMS SP.
December 31, 2025
Credits to 31/12/2026
The output state of the meat and meat food products, resulting in the slaughter of poultry, fresh, chilled, frozen, salted, dried, seasoned, or smoked for preservation, since it’s not canned, or cooked, which is promoted by the establishment of the blast chiller to perform the slaughter in the state of São Paulo in brazil.
Convênio ICMS-190/17; art. 27, Book VI of Annex III to the RICMS SP.
As of 31 December 2026
The outputs of the internal and the outside of the meat and meat food products, resulting in the slaughter of poultry, fresh, chilled, frozen, salted, dried, seasoned, or smoked for preservation, since it’s not canned, or cooked, which are promoted by the establishment of the blast chiller to perform the slaughter in the state of São Paulo in brazil.
Convênio ICMS-190/17; art. 35, Book VI of Annex III to the RICMS SP.
As of 31 December 2026
Output of the internal and meat products, offal, fresh, chilled, frozen, salted, dried, hardened, resulting in the killing of the bird, and leporídeo, beef, bufalino, goat, sheep, or swine, in favor of the establishment of the blast chiller, and the establishment of an industrial refrigerator.
Convênio ICMS-190/17; art. 40 of Book VI of Annex III to the RICMS SP.
As of 31 December 2026
Output of the internal textile fabric, in the terms that you specify, which has been carried out for the establishment, located in the state of São Paulo in brazil.
Convênio ICMS-190/17; art. 41, in Book VI of Annex III to the RICMS SP.
As of 31 December 2026
The outputs of internal or inter-state machine, semi-automatic with no separator is specified, since that is done by the establishment of a manufacturer that is located in the state of São Paulo in brazil.
Convênio ICMS-190/17; art. 42, Book VI of Annex III to the RICMS SP.
As of 31 December 2026
The outputs of the biodiesel for the establishment of a manufacturer that is located in the state of São Paulo in brazil.
Convênio ICMS-190/17; art. 45, Book VI of Annex III to the RICMS SP.
As of 31 December 2026
The tax incentives are revoked:
TAX INCENTIVES FOR REVOCATION
Operations with raw materials, consumables and goods for the plant and equipment of the manufacturer of the bus.
Art. 395 S-395 and the 395-U-do RICMS SP.
Deferment/Suspension
Internal output to be useful.
Art. 351-A do RICMS SP.
Grace
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.
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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://tmassociados.com.br/wp-content/uploads/2025/02/Redes-Sociais-Janeiro.png20251620AdminTmAssociadoshttps://tmassociados.com.br/wp-content/uploads/2024/01/logo-tm-associados-atualizado.pngAdminTmAssociados2025-08-28 20:48:102025-08-28 20:48:16Contracts for the business in the long-term Management of the risks and safeguards
Newsletter | OCTOBER/2025
Each month, the TM Associados team brings you a newsletter covering essential topics for the success of your business. We address the most relevant highlights in Advisory, Litigation, Labor, and Tax matters in a practical and objective way—helping you make safer, more strategic decisions. Don’t miss this opportunity to turn information into competitive advantage! 📩
Litigation:
The War for Eldorado Comes to an End: The Outcome of the J&F vs. Paper Excellence Case and the Lessons for Corporate Law
To begin, it’s worth highlighting that few business disputes in Brazil have reached the level of complexity and public attention as the battle for control over Eldorado Celulose. Since 2017, J&F Investimentos—the holding company of the Batista brothers and controller of JBS—and Paper Excellence, linked to Indonesian businessman Jackson Widjaja, have engaged in one of the country’s longest and most sophisticated corporate conflicts.
Over the course of seven years, the dispute unfolded on multiple fronts—arbitral, judicial, and regulatory—involving issues of contractual execution, corporate governance, foreign land ownership, and the validity of arbitral awards. Now, with the announcement of a multibillion-dollar agreement, the case comes to an end, opening space for a deep analysis of what it reveals about high-stakes corporate disputes in Brazil.
1. Origin of the Dispute
In 2017, J&F agreed to sell 100% of Eldorado Celulose to Paper Excellence for approximately R$ 15 billion. The contract stipulated a two-phase sale: first, Paper acquired 49.41% of the shares, paying R$ 3.8 billion; then it committed to purchase the remaining shares within one year.
However, the second phase was never completed. Paper Excellence cited difficulties in securing financing from the China Development Bank, while J&F argued that the buyer had breached essential contractual clauses.
Meanwhile, regulatory hurdles emerged regarding land ownership by companies under foreign control—a sensitive issue in Brazil that requires authorization from INCRA and may involve constitutional restrictions. This impasse stalled the transaction and paved the way for an unprecedented legal dispute.
What began as a promising deal in the pulp sector evolved into a complex corporate war, involving multiple jurisdictions, international arbitrations, and high-stakes legal and economic implications.
2. The Litigation on Multiple Fronts
In 2021, the dispute was submitted to arbitration, which initially appeared to favor Paper Excellence, whose objective was to enforce the sale. However, J&F questioned the impartiality of one of the arbitrators, bringing the matter back to the judiciary.
The São Paulo State Court (TJSP) suspended the arbitral award’s effects, creating a deadlock between the arbitral tribunal’s decision and judicial oversight. Simultaneously, related proceedings were ongoing at the Federal Court of Appeals (TRF-4), involving land ownership issues, and at the International Chamber of Commerce (ICC) in Paris, where Paper Excellence even sought US$ 3 billion in damages.
The conflict thus crossed borders and became a true legal laboratory, exposing the frictions between arbitration, judicial control, and sectoral regulation.
3. The Settlement and Closure of the Dispute
Finally, in May 2025, the parties announced a definitive settlement. J&F repurchased the 49.41% of shares held by Paper Excellence for US$ 2.64 billion (approximately R$ 15 billion), regaining full control over Eldorado Celulose.
The agreement includes the full termination of all judicial and arbitral proceedings, both domestic and international. In a joint statement, the companies noted that the outcome “fully serves the interests of both parties,” bringing an end to a dispute that consumed substantial time, energy, and financial resources.
This move represents not only the conclusion of a contentious dispute but also a strategic decision: to end a conflict that had already become both a reputational and economic liability.
Conclusion
In short, the case of J&F vs. Paper Excellence / Eldorado Celulose is a landmark in Brazilian corporate litigation. It shows that in large-scale transactions, disputes are rarely limited to contractual disagreements alone—they often involve regulatory, strategic, and reputational dimensions.
On one hand, the episode reinforces that arbitration is not an absolute mechanism—it may be reviewed or suspended by the Judiciary when questions arise regarding impartiality or the validity of its foundations.
On the other hand, it highlights the importance of prior planning and regulatory risk management, especially in sensitive sectors like pulp and paper, which involve land assets and international investors.
More than a resolved dispute, the outcome symbolizes corporate maturity—choosing negotiation over confrontation. In times of legal and economic uncertainty, knowing when to end a battle may be the clearest sign of strength and strategic intelligence.
Advisory
CNJ Prohibits Requirement of Tax Clearance Certificates for Property Registration
CNJ Ruling
The Plenary of the National Council of Justice (CNJ) reaffirmed that notary offices and courts across Brazil may not require tax clearance certificates—such as the CND (Negative Debt Certificate) or the CPEN (Positive Certificate with Negative Effect)—as a condition for registering or recording real estate deeds.
The decision was issued in Administrative Control Procedure No. 0001611-12.2023.2.00.0000, reported by Councilor Marcello Terto during the 10th Virtual Session of 2025. The CNJ held that demanding tax certificates as a prerequisite for registration constitutes an indirect form of tax collection, contradicting precedents from the Supreme Federal Court (STF) and the Council itself.
Key Legal Aspects
Practical Impact for Individuals and Businesses
TM Associados Recommends:
Source: CNJ Official Website
Accessed: Oct. 2025.
ITBI Immunity in Capital Contributions: STF Reviews New Case Under General Repercussion (Theme 1348)
Background
The dispute concerns the interpretation of Article 156, §2, I of the Federal Constitution, which grants ITBI (Real Estate Transfer Tax) immunity for capital contribution transactions, except when the company’s main activity is real estate (buying, selling, leasing, or commercial leasing of properties).
In 2021, the Supreme Federal Court (STF) addressed a similar issue in RE 796.376 (General Repercussion Theme 796), ruling that the immunity applies only to the portion of the property used to capitalize the company, excluding any excess value, such as bonuses or “torna” (balance due).
In that ruling, secondary remarks (obiter dictum) suggested that the exception for real estate activity applies only to corporate reorganizations (mergers, spin-offs, acquisitions)—not to capital contributions.
Current Discussion: Theme 1348 (RE 1.495.108)
The case currently under review by the STF directly addresses this issue. Once decided, it will bind all courts nationwide under the general repercussion rule.
The appeal was filed by a property-holding company challenging the ITBI charged by the Municipality of Piracicaba (SP) for contributing real estate to its share capital. The São Paulo Court of Justice (TJSP) upheld the tax, arguing that immunity does not apply when the company’s main activity is in real estate.
The trial began on October 3, 2025, in the STF Virtual Plenary.
Votes So Far (Partial Result: 3–0 in Favor of Immunity)
On October 7, 2025, Justice Gilmar Mendes requested a stay (additional time for review), suspending the vote. Under STF rules, he has up to 90 days to return the case, meaning the ruling could resume by January 2026.
The other justices—Barroso, Cármen Lúcia, André Mendonça, Nunes Marques, Flávio Dino, Fux, and Toffoli—have not yet voted.
Practical Significance: Impact for Holdings and Real Estate Companies
If the rapporteur’s opinion prevails, the STF will establish that ITBI immunity applies fully to capital contribution transactions, regardless of a company’s corporate purpose.
This would benefit real estate holding companies, developers, and family businesses that commonly use property contributions to increase capital. It would eliminate the main argument used by municipalities—that a real estate-related business purpose nullifies immunity, even if no real estate activity is effectively carried out.
The case is also considered a potential milestone in estate and succession planning, by reducing transaction costs and legal disputes with municipalities.
Economic and Fiscal Effects
Should full immunity be confirmed, the decision is expected to:
On the other hand, it could affect municipal tax revenues, which is already sparking discussions on whether the STF might modulate the decision’s effects to preserve fiscal predictability for local governments.
Theme 1348 – RE 1.495.108 (Piracicaba/SP)
Rapporteur: Justice Edson Fachin
STF Process Details
Accessed: Oct. 2025.
Labor Law
Labor Courts in Focus
The Labor Reform (Law No. 13,467/2017) was introduced as a landmark measure intended to reduce the number of lawsuits in the Brazilian Labor Courts. One of its most significant provisions required the losing party—even those granted legal aid (justice gratuity)—to pay court costs, attorney’s fees, and expert witness fees.
The impact was immediate. In 2017, the Labor Courts recorded approximately 3.9 million labor claims. By 2018, that number had dropped to 3.2 million, a decrease of nearly 19%. The decline continued in subsequent years, reaching 2.8 million in 2021, one of the lowest levels in history.
However, the scenario changed in 2022, following the Supreme Federal Court (STF) ruling in ADI 5,766. The Court decided that once legal aid is granted, the worker cannot be required to pay attorney’s fees, expert fees, or procedural costs, even if their claims are denied.
The effect was immediate: in the same year, the number of labor claims began to rise again, reaching 3.1 million. In 2023, there were 3.5 million, and in 2024, the figure hit a record 4 million, an increase of 39% compared to 2021.
Now, the issue has returned to the center of debate before the STF through Declaratory Action of Constitutionality (ADC) 80, filed by the National Confederation of the Financial System (CONSIF). The action requests that the granting of legal aid in labor proceedings depend on actual proof of financial hardship, rather than merely on a self-declaration of insufficiency—standard reinstated after ADI 5,766.
During the first session of ADC 80 in June 2025, Justice Edson Fachin, the rapporteur, voted to uphold the constitutionality of the Labor Reform provisions but maintained that a simple declaration of economic insufficiency should have relative presumption of truth. Soon after, Justice Gilmar Mendes requested a review (pedido de vista), suspending the case, which is expected to resume later this year.
The outcome will directly affect the behavior of workers, employers, and attorneys.
The ruling in ADC 80 will therefore be crucial in defining the future of the Brazilian Labor Court system.
Conclusion
The debate over legal aid in labor proceedings represents far more than a procedural question—it directly impacts access to justice for workers and, at the same time, predictability and legal security for companies.
On one hand, it is essential to ensure that vulnerable workers are not prevented from pursuing their rights due to the fear of procedural costs.
On the other hand, it is equally important to discourage unfounded claims, which overload the judiciary and create uncertainty for employers.
The STF’s final decision in ADC 80 will be key to balancing these competing interests. The challenge lies in finding an equilibrium between facilitating access to justice and containing excessive litigation, thus shaping the direction of labor justice in the years to come.
Tax Law
Approval of Bill No. 1,087/2025 – Taxation on Dividends and High-Income Individuals
On October 1, 2025, the Chamber of Deputies approved Bill No. 1,087/2025, which amends Law 9,250/1995 and introduces two new frameworks for taxing individual income. The bill now moves to the Senate, but it already signals major changes that require immediate planning—including the potential anticipation of profit distributions before final approval.
1. Monthly Taxation of Profits and Dividends (Effective January 2026)
2. Minimum Annual Tax for High-Income Individuals (FY 2027, Base Year 2026)
The taxable base includes nearly all forms of income (even exempt or exclusively taxed at source), with limited exceptions such as savings accounts, LCI/LCA, CRI/CRA, REITs (FIIs), and labor indemnities.
Amounts already withheld or paid on monthly distributions above R$ 50 thousand can be credited against the annual liability.
3. Practical Implications
4. Preparation Steps
(i) hold a shareholder meeting approving conditional future distributions, or
(ii) consider financial instruments that provide liquidity for distribution within the exemption period.
5. How TM Associados Can Help
Our team is available to:
Provisional Measure on IOF for Investments Rejected by the Chamber of Deputies
On October 8, 2025, the Chamber of Deputies approved a motion to withdraw from the agenda the Provisional Measure (MP) that sought to amend the rules for IOF (Tax on Financial Operations) on investments and financial transactions.
Without consideration within the legal 120-day period, the measure expires and will be archived without effect. It will not proceed to the Senate, and current IOF rules remain in force.
Background of the Provisional Measure
Issued by the Executive Branch, the MP proposed significant changes in various areas:
According to government estimates, approval would have increased federal revenue by up to R$ 18 billion by 2026, directly affecting:
Despite its fiscal objective, the proposal met strong resistance in Congress and the market, which criticized the lack of prior debate, potential legal uncertainty, and possible disincentive to long-term savings.
What Changes with the Rejection
With the MP’s expiration:
Institutional Assessment
The withdrawal and expiration of the MP highlight the importance of structured legislative debate when altering taxes that directly affect:
Furthermore, it reinforces that the IOF, by its extra-fiscal nature, must be used responsibly and predictably, rather than as a tool for emergency revenue collection.
Talk to Our Team
The Advisory and Tax Teams at TM Associados closely monitor all updates from the National Congress and the Federal Revenue Service regarding taxation of investments and financial operations, providing guidance to companies, asset managers, and investors in anticipation of potential regulatory changes.
We are ready to assist your business with legal security, strategic planning, and tailored solutions.
Newsletter | SEPTEMBER/2025
Every month, the TM Associados team brings you a newsletter with essential topics for the success of your business. We address the main highlights in a practical and objective way.Advisory, Litigation, LaborandTax, helping you make safer and more strategic decisions. Don’t miss this opportunity to transform information into a competitive advantage!
Advisory:
Superior Court of Justice (STJ) validates arbitration clause in association bylaws and dismisses “adhesion contract” rules.
The 3rd Panel of the Superior Court of Justice (REsp 2.166.582/SC) ruled that an arbitration clause inserted in the bylaws of a civil association is valid, and the requirements of Article 4, §2, of the Arbitration Law (rules for adhesion contracts) do not apply.
The Court highlighted that the statute stems from a collective decision, with debate and voting in an assembly, and should not be confused with an adhesion contract. Therefore, there is no need for express individual consent. Questions regarding the validity or effectiveness of the clause should, as a rule, be analyzed by the arbitral tribunal itself.
Understand the case
An association approved the inclusion of an arbitration clause in its bylaws during a general assembly. A former member alleged nullity due to the absence of express individual consent. The Superior Court of Justice (STJ) concluded that the association’s bylaws result from a collective decision and do not constitute an adhesion contract; therefore, the specific highlighting or acceptance required for arbitration clauses in adhesion contracts is not necessary.
An association approved, in a general assembly, the inclusion of an arbitration clause in its bylaws, with a former member contesting the validity of the change on the grounds that he had not given his express individual consent.
Regarding this matter, the Superior Court of Justice (STJ) concluded that the bylaws result from collective deliberation, with debate and voting by the members, and should not be confused with adhesion contracts. Therefore, in these cases, individual acceptance in a separate or highlighted document is not required, as is the case in adhesion contracts where an arbitration clause is included.
The decision: associative autonomy and the competence of the arbitration tribunal.
According to the ruling reported by Minister Nancy Andrighi, Article 4, §2, of Law 9.307/1996 does not apply to the statutes of associations, and it is generally up to the arbitral tribunal to analyze allegations of nullity or ineffectiveness of the arbitration agreement, except in cases provided for by law.
The guidance reinforces that the clause can apply to all members, including those who were already part of the entity, provided that the statutory amendment observes the formalities, namely, convocation, quorum, minutes, and registration.
Practical implications for governance and dispute resolution.
How can TM Associados help?
Our consulting team supports your organization in implementing good governance practices and conflict resolution, offering:
Consolidating sound statutory practices increases predictability, strengthens governance, and reduces unnecessary litigation. TM Associados is prepared to structure your association with legal certainty.
Litigation:
What the dispute between Ivete Sangalo and Grupo Clareou reveals about the importance of trademark registration.
In recent months, a dispute involving singer Ivete Sangalo and the Clareou Group has gained media attention and brought to light an essential topic in the business world: trademark registration.
The impasse began after the launch of the “Ivete Clareou” tour, whose name caused discomfort on the part of the pagode group, which owns the trademark “Grupo Clareou” registered with the National Institute of Industrial Property (INPI). According to the group, Ivete’s use of the name would cause confusion among the public and constitute unfair competition, in addition to disrespecting the rights previously acquired over the trademark.
On the other hand, the singer’s team defended themselves by claiming that the trademark registration exclusively covers the expression “Grupo Clareou,” and not the term “Clareou” in isolation. They further argued that “clareou” is a commonly used word in the Portuguese language and that, combined with Ivete’s name, it would not constitute misappropriation.
Experts interviewed by the press reinforced that the combined use of distinct elements can indeed coexist with already registered trademarks, as long as there is no exploitation of another’s reputation or real risk of confusion among the public.
Given this scenario, the case clearly demonstrates how business disputes involving trademarks can arise even among major market players, and that the absence of legal precautions can result in public clashes, damage to reputation, and even the suspension of campaigns. Above all, it shows that the mere use of seemingly generic terms does not exempt any company or artist from potential legal disputes, especially when it comes to names associated with already established businesses.
What does this reveal about business litigation?
This case highlights a fundamental point: trademark litigation is not limited to large corporations or the traditional corporate environment. It also affects the artistic and creative sector, where the symbolic value of a brand is strongly associated with public image and reputation built over time.
Furthermore, it shows how the use of similar names, even if partially distinct, can generate conflicts when there is overlap in performance or target audience. Although Ivete Sangalo and Grupo Clareou operate in different segments of the music industry, both are part of the entertainment market and have national projection, which can lead to undue association on the part of the public.
Another important point is that, even with formal registration at the INPI (Brazilian National Institute of Industrial Property), trademark exclusivity is not always absolute. Generic expressions, common names, or words from everyday vocabulary can be registered, but their protection requires specific criteria, such as continuous and notorious use, the context of application, and the real risk of confusion.
This type of litigation is, therefore, a warning sign for any company that wishes to preserve its intangible assets. Failure to pay attention to this aspect can lead to financial losses, lawsuits, rework, and damage to its image.
Essential lessons for businesses:
From the case of “Ivete Clareou vs. Grupo Clareou,” we can extract several practical lessons that apply to the daily operations of any company, whether small, medium, or large:
How can we support your company?
Based on our experience with intellectual property and corporate litigation, we offer a suite of solutions to protect your company from the conception to the management of your brand:
Labor
WORK SCHEDULE 12×36
The 12×36 work schedule, widely adopted in sectors such as health, security, surveillance, commerce, and cleaning, continues to be the subject of relevant legal debates. Although regulated by the 2017 Labor Reform, the topic still raises controversies, especially regarding the form of agreement and the remuneration for holidays.
In recent years, the Brazilian Supreme Federal Court (STF) and the Superior Labor Court (TST) have been consolidating understandings aimed at ensuring greater legal certainty for labor relations that adopt this regime. However, inadequate formalization or non-compliance with the rules still generates considerable risks for employers.
With the inclusion of article 59-A in the CLT (Consolidation of Labor Laws), the Labor Reform expressly authorized the 12×36 work schedule by written individual agreement, without the need for a collective bargaining agreement, except in cases of unhealthy activities, which continue to require union participation.
One of the points that generated the most disagreement was the payment for holidays worked. Some case law held that, even with compensation, work on holidays required double pay. However, the Superior Labor Court (TST) consolidated the understanding that, if there is a valid agreement in the 12×36 shift system, there is no obligation to pay double for holidays worked, provided there is compensation for working hours.
In other words, with a formal agreement and compensatory time off, double pay is not required. In the absence of a valid agreement, the employer may be obliged to pay for holidays worked with the legally mandated surcharge.
It is still common for companies to adopt the 12×36 shift system without formal contracts or through verbal agreements, which generates significant liabilities. Labor courts have deemed informal agreements null and void, ordering employers to pay double for holidays, overtime beyond the 12th hour, and moral damages in cases of exhausting work schedules.
Therefore, the 12×36 shift remains a legitimate and useful tool, especially for sectors with uninterrupted schedules. However, its adoption requires technical and legal rigor, with proper formalization, effective shift control, and respect for legal limits.
Although recent decisions by the STF (Supreme Federal Court) and TST (Superior Labor Court) have contributed to greater legal certainty, the lack of proper formalization or the improper application of the 12×36 work schedule still represent significant risk factors and labor liabilities.
To illustrate, In November 2021, the TST (Superior Labor Court) confirmed the right of a nursing technician to double pay for holidays worked because the employer did not prove compensatory time off (RR-937-67.2020.5.12.0028). The decision reinforces that the formality and registration of compensation are indispensable even after the Reform.
Therefore, we have provided a checklist of preventative measures to avoid liabilities:
Quick compliance checklist
The 12 x 36 shift schedule remains legitimate and strategic for uninterrupted sectors, but its legal security depends on:
Companies that ignore these points still face significant penalties.
Doubts?
Our labor team is available to assist you.
Tax
Consumer Tax Reform: Mandatory adjustments to NF-e/NFC-e (IBS/CBS) and new considerations regarding advance invoicing.
Technical Note 2025.002-RTC (version v.1.01 and updates) adjusts the NF-e and NFC-e layouts for the Consumption Tax Reform, inserting IBS (Tax on Goods and Services), CBS (Contribution on Goods and Services) and Selective Tax (IS) fields.
Official schedule:Testing from July 1, 2025; production optional from October 1, 2025; mandatory in January 2026 (documents without IBS/CBS will be rejected).
2) Main changes in NF-e/NFC-e
Practical impact:ERP and tax systems will need to capture taxes by item, review accounting integrations, and automate reconciliations; granularity increases the tax authorities’ ability to cross-reference data.
3) Advance billing: it changes the game.
NT 2025.002 created “Purpose 6 – Debit Note” for advance payment/billing, which anticipates the incidence of IBS/CBS at the time of the advance payment.
Furthermore, “Debit Type 06 – Advance Payment” and “07 – Inventory Loss” are now added. When there is an advance payment without actual delivery, the event “Non-occurrence of delivery with advance payment” must be recorded.
Risk if not adjusted:Classification errors may result in double taxation, credit denials, and invoice rejection starting in January 2026.
4) Electronic Service Invoice (NFSe): who should issue them (and what hasn’t changed)
NT 2025.002 deals with NF-e/NFC-e. For services, the issuance remains the municipal NFSe.Obligation:Generally, all service-providing legal entities (Real Profit, Presumed Profit, and Simplified Tax Regime) are eligible. MEI (Individual Microentrepreneur): mandatory only when providing services to legal entities (for individuals, it is generally optional). Rules and systems vary by municipality (or national standard where adopted).
5) Timeline and checkpoints
6) What your company needs to do now (checklist)
3. Fiscal/Accounting
7) Quick FAQs
8) How can TM Associados help?
The US “Tariff Surge”: Which sectors are most impacted and how can companies react?
At the end of July, the United States government announced a significant increase in tariffs applied to imports from Brazil. The measure raises the rate to 50% on most products that Brazil exports to the American market. In practice, this means that almost all Brazilian goods will arrive in the United States with a significant additional cost, reducing their competitiveness compared to competitors from other countries.
This measure came a few months after another decision in April, when the American government had already set a 10% tariff on imports from several countries. Now, with the new order, Brazil is one of the few countries to suffer such a sharp increase, with the tariff rising by another 40 percentage points.
It is worth remembering that some products were excluded from this increase and continue to pay the previous 10% tariff, such as civil aircraft, petroleum and derivatives, wood pulp, and orange juice.
The United States is among the main destinations for Brazilian exports, especially manufactured goods and agricultural products. A tariff increase of this magnitude considerably raises the final price of Brazilian items in the American market, encouraging buyers to turn to suppliers from other countries. This change tends to reduce the volume of foreign sales, affecting domestic production and jeopardizing jobs in the most impacted sectors.
Which sectors will be most affected?
The decision affects each sector of the economy differently:
In the case of pulp, the direct impact of the tariff increase was mitigated by including the product on the list of exceptions, maintaining the import tariff at 10%. This decision preserves, at least in the short term, Brazil’s competitiveness in this segment, since the country is one of the world’s largest exporters and the United States is among its main markets. Even so, the sector should remain attentive to possible revisions in US tariff policy, as well as to the indirect effects of the measure on logistics costs, exchange rates, and trade negotiations, which could influence profitability and the flow of shipments.
What changes in practice?
For Brazilian companies that export to the US, this tariff means:
Recently, Brazil adopted a measure similar to that of other countries, instituting a 20% tax on international purchases of up to US$50 made by individuals, in addition to the state ICMS tax. These transactions, common on platforms such as Shein, Aliexpress, and Shopee, were previously exempt from import tax.
The measure, popularly known as the “blouse tax,” is part of the Remittance in Compliance Program, which aims to balance competition between imported products and those sold in the domestic market. The rationale is that the previous exemption created a tax imbalance, disadvantaging domestic merchants compared to the prices charged by foreign companies.
The implementation of the program was a result of pressure from Brazilian retailers, who had been losing competitiveness. With the growth of e-commerce during the pandemic, the domestic market suffered a strong impact: there was a drop in the volume of purchases and the price difference between national products and goods imported directly by consumers became more pronounced.
Effects of the measures
In Brazil, the main impact is felt by the end consumer, who bears the burden of the increased cost of low-value imported purchases.
In the United States, the effects are global, impacting supply chains, increasing the cost of imported products, and harming foreign exporters. In the Brazilian case, the application of the highest tariff among the affected countries included strategic sectors such as agribusiness, steelmaking, and manufacturing, generating direct repercussions on the national economy.
Therefore, measures are needed to mitigate the impacts arising from the tariff increase, such as:
Conclusion
The US “tariff hike” against Brazil is a move that profoundly affects trade relations between the two countries. For the American consumer, it means more expensive Brazilian products. For the Brazilian producer, it represents a loss of competitiveness and the need for rapid adaptation.
It is not yet clear whether this measure will be permanent or whether it can be reviewed in the future, but the fact is that companies need to act now to protect their businesses and find ways to remain competitive on the international stage.
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The Use of Technology in M&A Transactions: Challenges and Perspectives for Law Firms
The history of humankind has been marked by technological ruptures that have shaped the way we live, think, and organize ourselves. From the invention of writing to the industrial revolution, and then to network digitalization, each stage represented not only a technical advancement but a change in the very logic of institutions. Artificial intelligence and other innovations have left the realm of promise and have become part of daily life, crossing borders and reaching every sphere of economic and social activity.
Although these effects radiate across the law as a whole, the purpose of this article is to assess how law firms have incorporated technology in the context of M&A transactions, identifying what already works in practice, where the concrete benefits lie, and which risks still require vigilance.
This choice stems not only from the recurrently transnational and highly complex nature of such transactions, but also from the significant growth of this market, which has become one of the fields in which the incorporation of technological and AI solutions is most visible and at the same time most challenging. It is not a distant observation from the market, but a view of how legal practice is reorganizing to deal with the growing presence of these tools throughout the transaction cycle.
One of the first issues to address is confidentiality and transparency, even at the stage of engaging law firms to structure this type of transaction. There is a perception that the use of technology, especially tools supported by artificial intelligence, is in itself insecure and will inevitably lead to data breaches. This idea, often repeated as if it were an absolute truth, is largely a myth. The risks exist, but they can be mitigated by practical governance measures. Some examples that already have the power to bring greater security to legal activities are presented below.
First, law firms that adopt technology in their workflows should make clear in their General Business terms that they use automated tools and, in particular, artificial intelligence, for the performance of certain legal work. This measure by itself already adds a layer of trust and transparency with the client.
It is also of utmost importance to establish internal information security policies and to provide for containment plans for possible incidents, while observing the guidelines of the main data protection regulations in force. Internal training of professionals, with the aim of ensuring proper digital literacy for the use of these tools, has also proved to be a differentiating factor.
In addition, the use of enterprise versions of tools, with robust encryption, access logs, and contractual guarantees of non-use of data for model training, further strengthens protection. In this context, the technological maturity of firms also translates into building internal capabilities. It is equally relevant that firms properly program the assistants they use, customizing them according to their workflow, compliance requirements, and team drafting style, often with the support of information technology companies or, where more convenient, by contracting ready-made legal solutions that already observe security and governance standards. This preventive posture conveys to the client the assurance that technological efficiency does not compromise confidentiality.
Moving on to the execution of the legal work, technology is already present from the earliest moments of an M&A transaction. Even before drafting any document, it is common for the parties to meet to discuss the framework of the transaction and align expectations regarding the subject matter, the economic conditions, and the obligations that will be reflected in the formal instruments. In these meetings, the use of recording and automatic transcription tools can bring gains in precision and recordkeeping, allowing lawyers to have a more organized basis for the strategic information that will guide the preliminary contracts.
This resource, however, cannot be used without caution, and mitigation measures must again be observed to avoid the leakage of sensitive data, precisely because the sensitivity of the information shared at this stage requires the same level of confidentiality expected in contract drafting. It is no coincidence that many companies only authorize the use of such tools after strict compliance validation or simply prohibit them, fearing leaks or misuse of data for algorithm training.
Once the initial phase of data collection and strategic parameters has been completed, the drafting of preliminary agreements begins. In M&A transactions, it is common to use instruments such as term sheets, letters of intent, and memorandums of understanding. At this point it is possible to rely on automated templates or programmed assistants to structure the initial version of the document, organizing the premises of the transaction and integrating the elements discussed in meetings with the client.
The draft resulting from this process, although faster to produce, must necessarily undergo the lawyer’s critical review, who should examine each clause and adjust the wording to reflect the specific terms of the negotiation, ensuring that no strategic aspect is omitted. The time savings are significant because automation handles structure and formal standardization, while the professional’s interpretive work focuses on what truly matters, namely risk calibration, the adaptation of clauses to the peculiarities of the business, and the anticipation of potential friction points.
Advancing a little further, due diligence is perhaps the territory where the gains and limits of technology appear most clearly. On the one hand, document analysis systems allow large volumes of contracts to be processed in a short time. On the other hand, critical reading remains irreplaceable.
Data room platforms already use AI to classify documents, conduct semantic searches, and even automate sensitive drafting. Today it is already possible to use tools to quickly locate clauses that, in M&A transactions, directly affect the valuation of the target and the determination of the purchase price. By way of example, some clauses are recurrently identified, such as acceleration in banking contracts upon change of corporate control, exclusivity provisions that prevent short-term synergies, non-compete undertakings with disproportionate periods, call and put options capable of compromising future governance, and confidentiality obligations that condition data integration. Technology helps to map these provisions more quickly and in a more organized manner, greatly facilitating the lawyer’s work in preparing the report and the risk assessment.
The same reasoning applies to the analysis of litigation contingencies, one of the most sensitive stages of due diligence. Software that applies jurimetrics can statistically estimate the probability of success or loss in pending actions. Such reports are useful as support because they help structure databases and identify patterns, but at least for now they cannot be considered completely sufficient to ground financial decisions in a transaction. What truly defines the legal and economic consequence of a dispute is the analysis of the merits, the evidentiary strength of the record, and the posture of the relevant courts. It is precisely the legal evaluation that determines in practice whether the parties should negotiate a price discount, withhold installments, establish escrow accounts, or require documentary reinforcement as a condition for signing the definitive agreements.
Practical experience shows that the true value of technology lies in allowing the lawyer to devote less time to mechanical tasks and more energy to strategic analysis. It is thus evident that AI tools that organize risk reports, classify documents in different languages, and even suggest automated drafting are valuable in this type of procedure.
The transition to the Share Purchase Agreement and ancillary contracts represents a new balance point between tool and method. If in the preliminary phases technology already brings gains in speed and organization, here it begins to influence directly the way the core documents of the transaction are drafted and negotiated. There is no doubt that there is a real gain in generating preliminary versions and in automated comparison of drafts, especially in the case of long contracts with multiple annexes and recurring clauses. The use of legal copilots allows versions to be aligned more quickly, differences between drafts to be highlighted in seconds, and proposed wording to be suggested based on precedent banks. Even so, the nature of these clauses prevents talk of full automation.
The calibration of precedent conditions, the design of earn-out mechanisms, the drafting of representations and warranties, purchase price adjustment provisions, and material adverse change criteria, among other points, cannot be reduced to static formulas. A detail that a system treats as interchangeable may, in the concrete context of the deal and the jurisdiction in which it will be performed, prove costly if not read with the required depth. An earn-out period that appears mathematically neutral in a model may distort the economic balance of the transaction in light of a specific production cycle or the seasonality of the sector. A representation of regulatory compliance drafted on the basis of boilerplate language may leave out a sensitive aspect of a given jurisdiction, exposing the buyer to unexpected risks.
For this reason, even when the initial draft is produced with technological assistance, the final review must be conducted with the attention of someone who identifies the hidden exception, the collateral consequence, and the stitching necessary to keep the contractual pieces coherent. The risk of a poorly drafted clause or a relevant omission is disproportionate in transactions of this magnitude. In a context in which billions are at stake, no machine can replace human interpretation that considers the parties’ interests, regulatory limits, and the practical impacts of the chosen wording.
The use of solutions for monitoring post-closing obligations has also assumed a relevant role in the practice of law firms. Internal management tools can structure the follow-up of contractual clauses such as reporting deadlines, financial covenants, regulatory obligations, and non-compete commitments. Workflow systems can be programmed to assign tasks, issue automatic alerts, and organize workstreams, reducing failures, facilitating management, and bringing greater predictability.
Another point of interest that deserves mention is a phenomenon which, although still at a stage of consolidation, already presents itself as a vector of innovation for all types of legal relationships and not only for M&A transactions. We are referring to the resolution of disputes by digital means.
It is now possible to identify Online Dispute Resolution platforms that offer the possibility of resolving disputes entirely in a virtual environment through assisted negotiation, mediation, or even automated decisions in lower-complexity cases. In the field of M&A transactions, the use of such platforms may be considered, for example, for post-closing divergences involving earn-out clauses, indemnifications arising from breaches of representations and warranties, or breaches of ancillary obligations.
The appeal lies in speed and cost reduction, but there are relevant questions such as which jurisdiction would recognize these decisions, which authority would have competence to review or set aside the result, how to ensure procedural balance between the parties, and how to avoid bias in decisions produced by automated tools. These are issues that still lack consolidated answers, but that are already on the near horizon of transactions.
All these practices are aligned with a regulatory environment undergoing profound change. The European AI Act, in force since 2024, inaugurates a progressive regime of prohibitions and obligations for systems classified as high risk, requiring that operations supported by technology be anchored in solid compliance mechanisms. The NIST AI Risk Management Framework, complemented by the profile aimed at generative models, provides technical parameters for risk management, while ISO/IEC 42001 sets international governance standards for artificial intelligence systems. Alongside these normative instruments, there are soft law initiatives such as the UNIDROIT Principles of International Commercial Contracts and the UNIDROIT Principles on Digital Assets and Private Law, which can be adapted to strengthen technological audit clauses and responsibility obligations in cross-border contracts.
This normative backdrop reinforces what practice already shows. Artificial intelligence is transforming M&A transactions, but efficiency only turns into value when accompanied by robust governance and the lawyer’s critical supervision.
Finally, it is essential to note that despite advances, the technological ecosystem described remains fragmented. There are effective tools for contract drafting, others quite useful for document review in due diligence, and still others aimed at task management and monitoring of obligations. None, however, manages to cover in an integrated manner all stages of an M&A transaction with the depth required by legal work. The result is that law firms need to combine different applications, often from different providers, which requires organization, discipline, and additional care with data governance.
In this scenario, investment decisions become decisive. Large firms are able to absorb more sophisticated solutions because they have the budget for premium platform licensing and teams dedicated to adapting these technologies to their workflows. Medium and small firms, on the other hand, face cost and adaptation barriers, which limit access and reinforce competitive inequality. More complete and integrated platforms will certainly emerge soon, but the question that matters remains unanswered, namely whether these solutions will be available to all firms or whether they will consolidate as a privilege of a few players capable of investing heavily in technology.
The future will tell whether legal technology will become a vector for the democratization of efficiency or whether it will turn into yet another driver of market concentration. In the meantime, the sound path remains one of prudent and progressive use.
We may once again find ourselves at the threshold of a historical rupture:
If writing reinvented memory, the printing press democratized knowledge, and the digital revolution dissolved borders, artificial intelligence is now reshaping the very contours of legal rationality. There is no defined script. Upcoming M&A transactions may unveil both the promise of radical efficiency and the perils of blind trust in systems we do not yet fully understand.
Between algorithms and clauses, between speed and caution, one question remains:
will we shape the tools, or will we allow them to shape us?
REFERENCES
AMERICAN BAR ASSOCIATION. Formal Opinion 512: Lawyers’ Use of Generative AI. July 29, 2024. Available at: https://www.americanbar.org/news/abanews/aba-news-archives/2024/07/aba-issues-first-ethics-guidance-ai-tools/. Accessed: Sept. 6, 2025.
BAIN & COMPANY. Generative AI in M&A: You’re Not Behind—Yet. Feb. 4, 2025. Available at: https://www.bain.com/insights/generative-ai-m-and-a-report-2025/. Accessed: Sept. 6, 2025.
BUSINESS INSIDER. How AI was used in this $1.5 billion M&A deal (Kraken–NinjaTrader). 2025. Available at: https://www.businessinsider.com/how-ai-was-used-kraken-ninjatrader-acquisition-2025-4. Accessed: Sept. 6, 2025.
EUROPEAN COMMISSION. AI Act – Application timeline. Aug. 1, 2024. Available at: https://digital-strategy.ec.europa.eu/en/policies/regulatory-framework-ai. Accessed: Sept. 6, 2025.
EUROPEAN UNION. Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence (Artificial Intelligence Act). Official Journal of the European Union, 12 July 2024. Available at: https://eur-lex.europa.eu/eli/reg/2024/1689/oj/eng. Accessed: Sept. 1, 2025.
FINANCIAL TIMES. AI agents still need a human in the mix for legal tasks. 2025. Available at: https://www.ft.com/content/05e6e97e-26e7-4dab-b035-793c1a0f0ed8. Accessed: Sept. 6, 2025.
FLORIDI, Luciano. The Fourth Revolution: How the Infosphere Is Reshaping Human Reality. Oxford: Oxford University Press, 2014. Available at: https://www.oii.ox.ac.uk/research/publications/the-fourth-revolution/. Accessed: Sept. 1, 2025.
GENERAL COURT OF THE EUROPEAN UNION. T-553/23, Latombe v Commission (decision concerning the EU–US Data Privacy Framework). Sept. 3, 2025. Coverage: REUTERS. Available at: https://www.reuters.com/sustainability/boards-policy-regulation/eu-court-backs-latest-data-transfer-deal-agreed-by-us-eu-2025-09-03/. Accessed: Sept. 6, 2025.
HARARI, Yuval Noah. Nexus: A Brief History of Information Networks from the Stone Age to AI. New York: Random House, 2024.
INTERNATIONAL ORGANIZATION FOR STANDARDIZATION; INTERNATIONAL ELECTROTECHNICAL COMMISSION. ISO/IEC 42001:2023 — Artificial intelligence management system — Requirements. Geneva: ISO/IEC, 2023. Available at: https://www.iso.org/standard/42001. Accessed: Sept. 6, 2025.
KATSH, Ethan; RABINOVICH-EINY, Orna. Digital Justice: Technology and the Internet of Disputes. Oxford: Oxford University Press, 2017. Available at: https://global.oup.com/academic/product/digital-justice-9780190464597. Accessed: Sept. 6, 2025.
LEE, Kai-Fu; CHEN, Qiufan. AI 2041: Ten Visions for Our Future. New York: Crown/Random House, 2021. Revised ed.: 2024.
NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST). AI Risk Management Framework 1.0 (NIST AI 100-1). Gaithersburg, MD: NIST, 2023. Available at: https://nvlpubs.nist.gov/nistpubs/ai/nist.ai.100-1.pdf. Accessed: Sept. 6, 2025.
NATIONAL INSTITUTE OF STANDARDS AND TECHNOLOGY (NIST). Generative AI Profile (NIST AI 600-1). Gaithersburg, MD: NIST, 2024. Available at: https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.600-1.pdf. Accessed: Sept. 6, 2025.
REUTERS. Legal AI startup Eudia opens law firm under Arizona program. Sept. 3, 2025. Available at: https://www.reuters.com/legal/legalindustry/legal-ai-startup-eudia-opens-law-firm-under-arizona-program-2025-09-03/. Accessed: Sept. 6, 2025.
UNIDROIT. UNIDROIT Principles of International Commercial Contracts (PICC) 2016. Rome: UNIDROIT, 2016. Available at: https://www.unidroit.org/wp-content/uploads/2021/06/Unidroit-Principles-2016-English-bl.pdf. Accessed: Sept. 6, 2025.
UNIDROIT. Principles on Digital Assets and Private Law. Rome: UNIDROIT, 2023. Available at: https://www.unidroit.org/work-in-progress/digital-assets-and-private-law/. Accessed: Sept. 6, 2025.
UNITED NATIONS COMMISSION ON INTERNATIONAL TRADE LAW (UNCITRAL). Technical Notes on Online Dispute Resolution. New York: United Nations, 2017. Available at: https://uncitral.un.org/en/texts/odr/technotes/odr_technotes. Accessed: Sept. 9, 2025.
The Guide to Credit Recovery: A Legal Strategy for Swift Collection
Document organization and legal strategy streamline collections, increase settlement opportunities, and prevent lengthy court disputes.
Recovering outstanding debts doesn’t have to be a never-ending drama. The sooner and better documented a debt is, the greater the chances of a quick recovery—and with lower legal costs. The journey begins long before any legal petition is filed: it starts with the papers (or PDFs) that formalize the business relationship. Properly signed contracts, collection letters, formal demand letters, debt acknowledgment agreements, receipts, signed invoices, and all documentation proving the delivery of a product or the effective provision of a service are the creditor’s “life insurance.”
These documents not only demonstrate good faith and professionalism but also serve as proof that the debtor has been put in default, and they interrupt the statute of limitations. Ultimately, it’s this well-maintained paperwork that determines whether the process can proceed on a faster track or will be subject to years of debate.
When friendly negotiations—initiated, for example, with a collection letter sent by email with a read receipt or by mail with a return receipt—fail, the next step is usually a formal demand letter. This formalizes the collection effort, shows that the creditor attempted to resolve the issue outside of court, and, if registered at a notary’s office, establishes a definite date and strengthens its evidentiary value.
Often, simply receiving this notice prompts the debtor to seek an agreement. If this happens, take the opportunity to draw up a debt acknowledgment agreement: a clear document specifying the amount, due date, an acceleration clause, and—a crucial detail—the signatures of two witnesses. The debt acknowledgment agreement is considered an enforceable instrument under Art. 784 of the Code of Civil Procedure (CPC), paving the way for the fastest form of collection: an action to enforce the instrument.
If no agreement is reached, it’s time to choose the most suitable legal action for your case. There are three main paths:
Standard Collection Lawsuit: This is the traditional route. It accepts any type of evidence (documents, witnesses, expert testimony), making it suitable when the creditor lacks a document strong enough for faster methods. However, it is the most time-consuming: it involves a defense, an evidence-gathering phase, hearings, a judgment, and potential appeals. Expect it to take three to six years, depending on the court and the volume of challenges.
Summary Collection Proceeding (Ação Monitória): This is perfect for those who have written documents proving the debt but which, on their own, are not enforceable instruments (e.g., a signed invoice, a contract without witness signatures, a purchase order accepted by the debtor). The judge issues a writ ordering the debtor to pay or file a defense within fifteen days. If the debtor does nothing, the writ becomes an enforceable court order, and the case proceeds directly to the enforcement phase, allowing for the attachment of assets and funds. The average time is typically reduced to one to three years.
Action to Enforce an Instrument (Execução de Título Extrajudicial): This is the “express lane” of collections. It can only be used when there is an instrument provided for in Art. 784 of the CPC: the aforementioned debt acknowledgment agreement signed by two witnesses, an accepted trade acceptance, a check, a promissory note, a public contract, among others. In this procedure, the debtor is summoned to pay within three days. If they fail to pay, a request is immediately made to attach assets (including through the SISBAJUD online system). It is the fastest and most effective method, but it requires impeccable documentation.
For the client, the message is simple: invest in prevention. Standardize your contracts with clear clauses for due dates, monetary adjustments, and witness signatures; issue detailed invoices; collect signed delivery receipts; archive relevant emails; and register formal notices. All of this becomes legal ammunition if the debt ends up in court. The better the file, the greater the chance of qualifying the case as an enforcement action or, at least, a summary proceeding—reducing years of litigation to months.
In practice, a well-designed credit recovery workflow usually follows these steps: (i) document analysis and debtor classification, (ii) an attempt at amicable collection, (iii) a formal demand letter with a short deadline, (iv) drafting (or not) a debt acknowledgment agreement, (v) choosing the appropriate legal action, (vi) immediately requesting asset seizure measures (online attachment via systems like SISBAJUD, RENAJUD, INFOJUD) when the process allows, and (vii) continuous monitoring until a final, unappealable judgment and effective payment.
Remember: an enforcement action includes a 10% fine and 10% for attorney’s fees if the debtor does not pay promptly. The summary proceeding offers the advantage of “skipping” to enforcement if the defendant does not file a defense. And even in a standard collection lawsuit, demonstrating a prior attempt to reach an agreement may influence the judge to impose higher interest and more burdensome fees on the debtor.
In conclusion, the combination of solid documentation and the correct procedural strategy is the key to turning non-payment into cash flow. Those who organize their paperwork and act quickly benefit from shorter processes, lower costs, and a higher recovery rate. After all, taking good care of your credit is protecting your business.
Shareholders’ Agreement: An Essential Instrument for Legal Security in Business Relations
Shareholders’ Agreement: An Essential Instrument for Legal Security in Business Relationships
In contemporary business corporations, characterized by dynamic organizational structures and increasingly volatile economic environments, internal governance has gone from being a merely operational issue to becoming an essential pillar of business sustainability and longevity. In this context, the shareholders’ agreement has established itself as one of the most relevant instruments for regulating relationships between shareholders, functioning as a mechanism for conflict prevention, strategic alignment, and preserving corporate stability.
More than a contractual appendix, the shareholders’ agreement is a concrete expression of the private autonomy recognized by the legal system, allowing shareholders to establish, in a binding manner, the rules that will govern their coexistence and participation in the company, in aspects often not provided for—or insufficiently regulated—in the articles of association or bylaws. Its adoption represents a qualitative advance in corporate governance, as it provides predictability in decisions and legal certainty in transitions.
What is a Shareholders’ Agreement?
A shareholders’ agreement is a contractual instrument signed between the partners of limited liability companies or, in the case of corporations, by the shareholders, with the purpose of regulating aspects of the corporate relationship that go beyond what is provided for in the articles of association or bylaws. Expressly provided for in Article 118 of the Corporations Law (Law No. 6,404/76), it is widely accepted and applicable to limited liability companies, by analogy and due to the autonomy of contractual will recognized by the Civil Code.
Applications and Scope
The clauses of a shareholders’ agreement can be quite varied and cover virtually any matter of interest to the partners. Examples include:
Voting and veto rights in corporate resolutions;
Formation of controlling blocks or protection of minority shareholders;
Profit distribution policies;
Procedures for partner entry and exit (tag-along, drag-along, shotgun clauses, among others);
Rules for succession or partial dissolution of the company;
Confidentiality and non-competition obligations; and
Strategic guidelines and ethical principles of the company.
Importance for Corporate Governance
The shareholders’ agreement is a powerful tool for ensuring effective corporate governance, as it allows for clear and binding regulation of how the company’s strategic and operational decisions will be made. It protects the company from future conflicts and ensures that the rules for resolving them are established with the knowledge of all partners.
Therefore, it directly contributes to:
Reducing corporate disputes;
Management stability;
Protection against abuse of power;
Institutional strengthening of the company. Legal Security in Corporate Relations
In times of instability, such as the departure of a partner, disagreements over profit distribution, or the sale of shares, a solid agreement allows for the resolution of disputes without the need for lengthy and costly legal proceedings. It can even be a prerequisite for investments or credit concessions, ensuring that the company has well-established governance rules that will ensure its continued existence.
Technical Basis: Private Autonomy and Corporate Relations Discipline
From a doctrinal perspective, the shareholders’ agreement falls within the context of the private discipline of economic activity, guided by the principles of autonomy of will and equality among individuals. As Fábio Ulhoa Coelho teaches, the legal system recognizes partners’ relative ability to self-regulate their interests, as long as the limits established by the current legal order are respected.
In this sense, the shareholders’ agreement represents a legitimate manifestation of private autonomy, serving as a contractual tool for structuring the company’s internal governance according to the specificities of the business and the peculiarities of the relationship between the partners. The regulation of these relationships should seek to equalize the conditions between those involved, allowing for the settlement of interests, often asymmetrical, in a proportional and legally effective manner.
Furthermore, when dealing with contractual relationships between individuals, legal dogma aims to create conditions for resolving conflicts with minimal social disruption. The shareholders’ agreement fulfills precisely this role, anticipating potential disagreements and establishing objective and secure criteria for conducting business activities, avoiding litigation and strengthening trust in the business environment.
Advantages of Confidentiality: Non-Publication of the Agreement
A relevant feature of the shareholders’ agreement is that, unlike the articles of association or bylaws, it does not need to be filed with the Board of Directors.
The measures for the recovery of claims: legal Strategies and the prevention of delinquency
The text deals with the strategies judicial and out-of-court debt, highlighting the challenges, the practice, and the impact of the legal in Brazil.
The increase in Brazil, it is an issue that affects millions of people and businesses, and its origin can be traced to a combination of factors, the economic, the social and the individual, such as an increase in the cost of living, unemployment, and the poor management of finance. Today, there are more than 70 millions of people are in debt, highlighting the need to adopt effective measures to prevent and cope up with this problem.
In this context, the recovery of the loan comes as a set of strategies they have adopted to pursue the payment of the debt. It is a process that is used when one of the parties to an agreement that does not comply with its obligations stated. The debt may be divided into two main types:
The recovery of out-it involves the attempt to recover the amount owed, without resorting to the Legal system. This may involve direct negotiations, agreements, user-friendly, push notifications, judicial, or to protest, and security offices. This method is often preferred because it is less expensive and more responsive compared to the court process, and to preserve the business relationship between the parties involved.
Examples of instruments that are used in the recovery of out-of-court include the following:
Extra-judicial notices: – The borrower is notified of the formally about the debt, and made in live,
the Renegotiation of the debt, The parties will be able to see the deadlines, and the values or conditions for the payment, to facilitate the discharge of the charge;
to Protest at the registrar’s office: and The creditor is entitled to register a protest of an information in the registry, which can lead to restrictions on loan to the debtor, to encourage the payment.
The recovery of out-of-court, has the advantage of being less expensive, and less bureaucracy, in addition to safeguarding the privacy of the parties involved. However, their effectiveness depends on the willingness of the debtor to negotiate with the creditor, you should consider its use, given the fact that the actions-court does not have the effect of suspending the time limit for prescrição1.
When all the attempts to take out-of-court will not produce the desired results, then the lender may choose to opt for the recovery of the courts. This process requires the intervention of the judicial system, and it is more formal and complex, making it necessary for the fulfillment of the terms and conditions established in the laws.
The role of a lawyer is essential in this process, representing the lender to the european Court of Justice, by ensuring that all legal requirements are met and to develop legal strategies that are effective for maximising the chances of success. In the following, we will highlight the major lawsuits for the recovery of the loan:
The action of the running
The action is used, if the creditor has an enforceable – that is, a document, which shows clearly the existence of the debt, and it allows you to charge immediately. The procedure, from outros2, include the following:
In this type of action, the plaintiff entered into the court, boasting the title of the executive, which would require the enforcement of the debt. The debtor is referred to, so that, within a period of three days, and then pay all amounts due, or to comply with the obligation laid down. If not, the judge may order the seizure of property of the debtor in order to satisfy the debt.
The debtor has the right to present a defense, arguing, for example, that the debt has been paid, or that the information is not required.
Action-monitoring
The action of monitoring is a legal tool that is aimed at the recovery of the debt, if the creditor does not have a writ of execution, but it has a written exam that demonstrates the existence of an obligation. This is especially useful in situations where there is a debt that is documented in formal, or in a document which, by itself, does not constitute a writ of execution.
In order to join in with the action of monitoring, the plaintiff must provide the court with documents that prove the existence of the debt, in addition to the calculation of the amount due. If the court finds that the documents are sufficient, it issues an order for payment, the order directing the debtor to pay the debt, or to present their defence within the stipulated time period.
If the debtor fails to respond, or to pay the debt, at the commandment of the payment becomes a writ of court, allowing the creditor to bring an action for enforcement.
The action of the charge
The action of the charge is the legal process by the rite of the joint, which is used when there is not an enforceable document, or the documents available do not allow for the use of other procedures that are faster, such as action monitoring. This type of action allows for greater production of evidence, and the defense, on the other hand, tends to be more time-consuming and expensive.
In spite of its length, by the action of the charge, is often the only option in cases in which, for example, the time limit for the execution of the cheque, or promissory note has already prescribed, making it impossible for you to run to the title. The art. 785 the CPC3 that, even after the statute of limitations for the execution of a writ of execution, to be filed with a collection action.
In the process, the plaintiff must prove the existence of a debt by means of documents and witnesses. The debtor, in turn, challenge the speed, producing some of its own tests. After the investigation, the judge will issue a judgment in determining the payment of the debt, if the creditor is successful.
The charge of improper recovery of a loan you can create a number of risks and consequences, legal, financial, and reputation, to the lender.
First of all, it should be noted the moral and material damage. When the lender carries out a billing error, it cannot be held responsible or liable for those kinds of damages. Of the debtor, and if you feel wronged or feel uncomfortable for being charged with a debt does not exist or has been paid, you can file a claim for compensation for pain and suffering.
Another significant point is the fines and penalties of the law. In Brazil, the united states, protects the consumer against unfair practices, including the collection unintended use. According to the art. 42 of the CDC4, the case is made of a collection of the debt does not exist or is greater than the amount actually due, the customer is entitled to a repeat of the debt, that is to say, the return of double the amount unduly paid, together with interest rates and inflation. In addition, the improper charging is carried out so as to be unfair or upsetting, the creditor is entitled to sanctions and other administrative penalties imposed by the consumer reporting agencies.
Therefore, just be careful is the key.
Final thoughts
In addition to the measures of judicial and extrajudicial documents referred to above, it is critical that companies and creditors to take action in advance to prevent a breach, such as the careful design of the clauses in contracts with clear and specific information about the bonds of money, in addition to the application, the tools that assist in the management of credit and collection. Invest in prevention strategies, such as regular visits to the credit bureaus, and financial monitoring of the clients, it can significantly reduce the risk of non-payment.
1 the Period specified by the law that a creditor has the right to require the court in the performance of an obligation, the payment of a debt. After the expiration of that period, the right to sue in court against the obligor is extinguished, preventing the person to seek a remedy by way of Righteousness, even if your credit is still there. That is, the creditor is entitled to require the court to the satisfaction of his credit.
2 Art. 784 of the civil procedure code.
3 Art. 785. The existence of a writ of execution out-of-court does not preclude a party to follow the learning process in order to obtain enforcement of a court.
4 Art. 42. In the collection of the debt, the consumer is in default shall not be exposed to ridicule, not to be subjected to any kind of coercion or threat.
https://www.migalhas.com.br/depeso/421996/recuperacao-de-credito-meios-juridicos-e-prevencao-da-inadimplencia
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.
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