ESLS

Our purpose is to provide prompt and consistent legal and business solutions, making us true partners to our clients.

As a boutique law firm with a comprehensive strategic vision, we focus on the business sector, offering a broad range of services in various areas.

Comprised of two partners with a collaborative approach, ESLS Advogados is a boutique law firm with a mission to provide personalized and efficient legal assistance to our national and international clients, both in the business and family realms, seeking legally secure, creative, and objective solutions.

With a focus on business and a comprehensive strategic vision, we diligently accompany our corporate and individual clients throughout all stages of the projects we engage in, building and strengthening lasting and successful partnerships.

Our strong business and tax-oriented perspective, combined with our expertise, enable us to navigate swiftly through diverse issues presented to us and proactively prevent potential contingencies or liabilities in collaboration with our clients. Our core values of ethics, excellence, availability, and commitment are shared by our highly skilled team and specialized partners, allowing us to deliver a distinctive and exceptional service tailored to our clients' needs, defining the hallmark of our practice.

M&A, PRIVATE EQUITY, AND VENTURE CAPITAL

We assist our clients in all stages of M&A transactions. We walk alongside them and their financial advisors from the signing of Non-Disclosure Agreements with potential investors, through negotiations of binding and non-binding Offers, due diligence structuring and management, to the drafting and negotiation of final transaction documents and post-closing monitoring. We represent both buyers and sellers and have experience in seed investment, venture capital, and private equity, collaborating with our tax team to structure investment planning and monitor its implementation.

CORPORATE

We provide comprehensive corporate advisory services, from the establishment and maintenance of all types of companies, including publicly-traded corporations, to the conduct of Shareholders' Meetings and Assemblies, amendment of Bylaws and Articles of Incorporation for various purposes, as well as dissolution and liquidation of companies. We work on the structuring and implementation of corporate operations and reorganizations, always in connection with our tax team, actively assisting our clients in the conception and negotiation process. We draft and negotiate Shareholders' or Stockholders' Agreements and support our clients in discussing and developing corporate governance practices and their implementation. We perform and supervise audits to verify the compliance of corporate acts and books and identify any pending actions, such as opening and updating books or updating company and shareholder information with the competent authorities. We also provide guidance to foreign investors on structuring new businesses in Brazil, assisting at every necessary stage, including registration of foreign investments with applicable authorities. We also provide legal opinions on corporate matters, respond to various related inquiries, and participate in our clients' Corporate Committees.

TAX

We operate in both the advisory and contentious realms (administrative and judicial), at the municipal, state, and federal levels.

TAX CONSULTANCY

We assist our clients in structuring and implementing tax, patrimonial, and succession planning, as well as general corporate and business operations, including identifying the most viable tax regime, tax incentives, and special tax regimes. We conduct audits and review various planning structures to identify opportunities for tax optimization and potential risks. Regarding Income Tax, we draft and review tax returns for our individual and corporate clients, seeking to mitigate the risk of questioning by the tax authorities and preserve assets. Additionally, we advise our clients on processes related to fiscal re-domiciliation and change of fiscal residence in other countries, relying on qualified partners abroad to provide appropriate legal advice while respecting various jurisdictions. We also provide legal opinions on tax matters, respond to various related inquiries, and participate in our clients' Tax Committees.

TAX LITIGATION

We accompany audits and assist our clients in initiating administrative and judicial measures, as well as in administrative and judicial defenses, at the federal, state, and municipal levels, overseeing their progress until completion. In this area, by closely interacting with our clients and understanding their business, we develop tax theses with the potential for future tax savings. Finally, we have a network of partners and correspondents throughout the country, allowing us to carry out necessary inquiries and procedural actions swiftly.

PATRIMONIAL AND SUCCESSION PLANNING

We conduct a detailed study of our clients' assets, guiding them on potential patrimonial movements and facilitating the reflection process regarding succession matters and their practical implications. We have the necessary expertise to advise and adequately accompany our clients in the transfer and succession of their assets and protection of their assets in Brazil and abroad, always seeking the most legally secure and operationally and fiscally effective structures in all involved jurisdictions. Together with our international partners, we are able to assist our clients in Brazil and abroad, providing comprehensive guidance regarding the effectiveness and management of structures implemented for patrimonial and succession purposes. We regularly update and revise these structures, ensuring their compliance with our clients' desires, fiscal efficiency, and legal security, in light of legislative and regulatory changes. Our patrimonial and succession planning advice involves an extensive analysis of the impacts of the structures to be implemented in terms of patrimonial, tax, succession, family, corporate, and corporate governance aspects. Working together, our tax and corporate teams are able to assess all the risks involved in structuring and implement the safest and most effective planning.

CONTRACTS AND NEGOTIATIONS

We draft, negotiate, and review a wide range of contracts, assisting our clients throughout the process of structuring the contractual relationship to be established, whether between national parties or involving international parties. We conduct audits with a contractual focus, provide legal opinions on this matter, and respond to various related inquiries. We also train our clients' teams whenever the executed contract requires it, including creating internal policies and control mechanisms.

MEDIATION

We act as mediators in Judicial and Extrajudicial Mediation of family or business conflicts, acting as neutral and impartial facilitators of dialogue between the parties, enabling them to independently create a resolution to the impasse resulting from family, succession, corporate, or business issues. Our goal in mediation is to help the parties identify their common, complementary, and divergent interests, as well as the alternatives for resolving the conflict at hand, thereby creating agreements that follow the will, interests, and needs of all involved parties. We also act as attorneys in Judicial and Extrajudicial Mediations, accompanying our clients in this process and contributing to the achievement of the Mediation's objective with the construction of a faster and less emotionally and financially burdensome solution for the parties in conflict.

REAL ESTATE

We assist our clients in negotiating and executing real estate transactions, such as promise of purchase and sale agreements, purchase and sale, leasing, payment in kind, exchanges, partnerships, leases, and guarantees. We conduct audits with a focus on real estate, as well as assist our clients in real estate regularization and drafting of public deeds, working in conjunction with the tax team regarding taxes to be paid on real estate transactions.

CIVIL LITIGATION

Based on the expertise we have in the other areas of ESLS Advogados' practice, we assist our clients in litigation involving contractual, corporate, and succession matters, at all stages of the process.

Ester Santana is a specialist in tax law with over 20 years of experience, offering extensive expertise in tax consultancy for strategic and routine matters, tax and succession planning, as well as judicial and administrative litigation. She graduated in Law from PUC-SP, holds a Master's degree in International Taxation from Northwestern University in Chicago (USA), and achieved first place in the 15th LLM Students Competition promoted by the American Bar Association. Ester is also a qualified TEP member (Registered Trust and Estate Practitioner), an international certification for Wealth Management advisory. With experience in a Big4 auditing company and law firms, she implements and participates in the restructuring of operations and asset reorganizations in Brazil and abroad, identifies and validates tax opportunities and fiscal benefits (special regimes), conducts litigation strategies before Judicial and Administrative Courts.

LinkedIn ester@esls.com.br

Letícia Simonetti Garcia is a specialist in business law with over 25 years of experience, with in-depth knowledge in mergers and acquisitions (M&A), corporate law, contracts, corporate and debt restructuring, judicial recovery, real estate law, succession planning, intellectual property, successions, and family law. She has been responsible for structuring, selling, acquiring, and restructuring several companies in Brazil and has participated in one of the largest judicial recoveries in the country. Letícia has consolidated experience in business management, projects, and multidisciplinary team management, as well as in dealing with investors and shareholders. She is a Doctor and Master of Commercial Law from PUC-SP, a professor of undergraduate and postgraduate courses in Business Law, and a judicial and extrajudicial mediator accredited by Mediativa - SP.

LinkedIn leticia@esls.com.br

Contact

620 Hungria Street - Suite 21 - Pinheiros - Paddock II Building São Paulo - SP ZIP: 01455-000
esls@esls.com.br