Civil
The civil area of Calábria & Villa Gonzalez is structured to provide assistance to clients in a preventive and strategic form, as well as in litigations, both in administrative and legal proceedings.
The complexity of the tax legislation and the improved structure of the Brazilian tax bodies result in greater vulnerability of taxpayers in face of the increased tax collection demand from the public sector.
Calábria & Villa Gonzalez has counselors that are qualified to help its clients when they have to interpret the tax legislation according to the modern administrative and legal case law. Our experts are qualified to audit the fulfillment or non-fulfillment of ancillary obligations through state-of-the-art software, acting in a preventive way in order to avoid possible notifications.
Another differential of Calábria & Villa Gonzalez is guidance for tax planning, according to legal demands, by reviewing compliance of tax burden in order to minimize its financial impact over corporate results.
The firm’s experience in administrative and legal disputes is also an important tool for its success in the defense against tax notifications.
Among the activities of the firm’s tax area, we highlight:
– Tax legislation consulting
– Tax planning
– Electronic auditing of tax ancillary obligations
– Recovery of taxes unduly collected
– Tax compensations
– Follow-up of tax procedures
– Interpretation of case law from administrative and legal courts
Tax
Indemnifications
Business relationships among people and companies are becoming more complex and developing at the speed provided by the digital communication means and in the extension of a globalized world, where physical distances are becoming less and less relevant.
In those situations, non-fulfillment of the obligations by either party can result in very high losses to the other party, which can seek remediation for the damage through the proper legal measure to recover the losses.
On the other hand, unlawful behaviors can cause losses to people or groups of people that have no business relationship whatsoever among them, such as in a traffic accident, environmental damages and social upheavals. In those cases, the law also provides for proper legal measures in order to have losses repaired.
Calábria & Villa Gonzalez has experienced and qualified counselors to defend the interests of its clients in this important area of the Law, either in a preventive way, seeking the elimination of risk factors, or in indemnification lawsuits, acting to seek reparation or to defend those found in a defendant position.
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The success of the relationships among the partners of any company is intrinsically linked to the pre-planning of the rules that will guide their relations. That is exactly why a careful draft of the articles of incorporation is an extremely effective tool to protect the individual rights of each partner and, as a consequence, avoid future disputes among them.
Contrary to what many believe, the articles of incorporation are not just a formal document for registering the company before a commercial board. More than that, they must regulate matters such as the distribution of profits, the way decisions are made, the hypothesis and the quorums required for amending them, limitations to management powers, criteria for determining corporate resolutions when there is a tie, form and term of payment of diseased partner shares to successors, whether these successors will become part of the partnership or not, to name a few.
When there are matters of interest only to partners, these can be regulated in a specific contract named “quotaholder or shareholder agreement,” that being another instrument of great effectiveness to prevent conflicts among partners.
However, if there is a disagreement among partners, Calábria & Villa Gonzalez is prepared to assist them, both in legal courts and arbitration, in order to remove a problematic partner or to ensure that a certain partner can leave the company and receive the fair repayment for one’s investment.
Corporate
Family
Family and affective relationship stability can be reinforced by good estate planning. That planning should come before establishing the bonds, as in the case of prenuptial agreements or when choosing the marriage system which best fulfills the couple’s expectations and desires.
Just the same, succession planning is usually a great instrument to prevent litigation among heirs.
Calábria & Villa Gonzalez professionals are fully qualified for assisting its clients in family matters in a preventive way, as well as in litigations, such as:
– Common-Law Marriage Contract
– Cancelation of Common-Law Marriage Contract
– Advising on definition of marriage system
– Divorce
– Prenuptial Agreement
– Will
– Succession planning
– Guidance and mediation of former couples when determining child support and alimony, as well as visiting regulations
Labor Law, due to globalization and the new production methods, is no longer merely a specialized field of the Law, but rather one of the most important areas when seeking corporate solutions. Calábria & Villa Gonzalez‘s labor team seeks the best alternatives for its clients, based on ethical enforcement of the laws, regulating standards, collective bargaining agreements, always taking into consideration the latest specialized court decisions.
The firm works in preventive counseling through consultations, opinions, labor risk analyses, mediations and labor union negotiations. We assist on drafting the most varied types of labor contracts, service agreements, part-time contracts, temporary agreements, to name a few.
In litigations, the team is structured to act in individual labor claims, as well as in collective lawsuits filed by labor unions. It stands out in preventive counseling and lawsuits related to labor safety and occupational health, such as in those always substantial indemnification claims resulting from labor accidents and occupational diseases.
Calábria & Villa Gonzalez also has strong presence and vast experience in administrative labor proceedings, acting on violation notices filed by the Labor and Employment Regional Superintendence, through the GRTEs (Labor and Employment Regional Managements), and in preparatory procedures for public civil investigations done by the Labor Prosecutor’s Office.
Labor
Holding
Holding é um bom negócio?
A holding, especialmente a modalidade conhecida como holding patrimonial, pode ser um bom instrumento de planejamento sucessório, tributário e organizacional. Também pode ser uma forma de profissionalizar a administração de uma empresa, ou ainda de controle societário, dentre outras funções. Contudo, esta estrutura societária tem muitas vezes sido utilizada de forma equivocada. Estruturada, muitas vezes, por profissionais sem o conhecimento multidisciplinar recomendado, holdings com este propósito são criadas sem os cuidados mínimos necessários para que o objetivo buscado seja, de fato, alcançado.
Há também no mercado o uso inadequado da holding como instrumento da chamada “blindagem patrimonial”, blindagem esta que, na realidade, não existe, a depender do passivo daquele que pretende proteger seus bens de credores.
Em resumo, se não consideradas criteriosamente todas estas variáveis muitas vezes, a holding poderá ser apenas um investimento inútil e oneroso.
In the business world, the current scenario is that of economic neoliberalism based on free initiative, recognized since the Constitution of 1934 and well-established in the Federal Constitution of 1988. If, on one hand, the free initiative enables access of other enterprises to the productive activity, on the other, competition is limited to the honesty of the competition methods used.
Therefore, a constant analysis of all these aspects by the enterprise is essential, either to verify that lawful competition principles are respected, or to identify and restrain unlawful competition acts practiced by the competitors.
Calábria & Villa Gonzalez has an experienced and qualified team to assist its clients in all aspects of competition matters.
Competition
Consumer
Calábria & Villa Gonzalez assists its clients in complying with the demands of the Consumer Relations Code and the laws in effect for medication package inserts, labels, guides, forms, advertisement pieces, product and service warranty certificates, to name a few.
The team of Calábria & Villa Gonzalez was put together to follow the evolution of the Brazilian real estate market and its constant sophistication. When purchasing real estate, one must follow a series of required measures to ensure the deal is safe. Providing technical evidence that the purchaser acted carefully and in good faith when purchasing the asset can be a decisive factor for validating a deal or not. Therefore, the firm assists its clients by:
– Intermediating the preliminary negotiations
– Verifying if the real estate property is in good standing
– Verifying the solvency of the seller or purchaser
– Obtaining and analyzing the paperwork required for ensuring that the deal is safe
– Drafting, analyzing and discussing contracts
Real Estate Transactions
Contracts
A safe legal deal and successfully reaching the goals intended in a negotiation are directly linked to having a well written contract. That document must detail all obligations and rights of each party, as well as the consequences in case of default.
This reduces significantly the possibility of not fulfilling what was initially negotiated between the parties. A badly written contract increases considerably the chances of default.
Calábria & Villa Gonzalez has experts in Contract Law for assisting its clients in pre-negotiating, analyzing, discussing and drafting contracts, including:
– Articles of Incorporation or Bylaws
– Internal Regulation
– Partner or Shareholder Agreement
– Goodwill Value Agreement
– Service Agreement
– Sale and Purchase Agreement
– Supply Agreement
– Distribution Agreement
– Dealer Agreement
– Sales Representative Agreement
– Factoring Agreement
– Rental Agreement
– Copyright Agreement
– Deposit Agreement
– Donation Agreement
– Usage License
– Common-Law Marriage Contract
– Technology Transfer Agreement
– Other types of contracts
The evolution of technology has facilitated the gathering and transmission of personal data in business activities, and it brought innumerable benefits to the world of business.
As a direct result of these benefits is the imperative need for companies (of all sizes) to adopt effective measures to protect personal data in their possession.
An incident related to personal data may result in liability of the company inversely proportional to the measures adopted. In other words, the less adequate to the Data Protection General Law a company is, the greater the penalty will be applied to the regulating authority. This not considering the market rejection to companies that do not seem prepared to protect personal data of their clients, suppliers and partners.
Aware of this, Calábria & Villa Gonzalez offers its clients several legal solutions regarding de adaptation of companies to guidelines imposed by the Data Protection General Law, aiming to the security of data and information, such as:
– Mapping of a company’s routine relating to the handling personal data and the adaptation these routines to the Data Protection General Law.
– Creation and review of formularies, contracts, contract clauses, data security policy, among others.
– Risk assessment in procedures that involve the handling of personal data, suggestion of necessary measures for the correction of such procedures, implementation of new technologies for the gathering of personal data, and incident management.
– Defense of a client’s interests in administrative procedures before the ANPD National Authority on the Protection of Data.
– Training of employees that work with the gathering, storage and transmission of personal data.
Data Protection and LGPD (Data Protection General Law)
Communication and Advertising
The complexity of the copyright and intellectual property legislation, which involves civil responsibility, the Consumer Relations Defense Code, the Advertising Autoregulation National Council, among others, requires that corporate communication areas and advertising agencies are extremely rigorous when analyzing each legal detail involved in the creative work.
For that reason, the firm provides clients with qualified professionals experienced in the area of communication and advertising to legally analyze advertisement and promotional campaigns.
Calábria & Villa Gonzalez participates in all the phases of representations before CONAR (Advertising Autoregulation National Council).