Focusing on taxation of the oil and gas industry and with a significant practice in M&A and capital market, Tauil & Chequer Advogados in association with Mayer Brown (T&C) provides its clients with comprehensive tax consulting and tax planning advice, in addition to representation in administrative and legal proceedings.

With a large experience in all taxation levels – federal, state and local – and renowned reputation for the international tax practice, the firm has helped clients solve highly complex tax issues.

Acknowledged as one of the best in Brazil, T&C’s international tax practice includes international investment planning, capital import and export and advice on matters relating to expatriates. Our lawyers are familiar with compliance requirements in relation to complex ancillary US obligations, such as FIN 48 and FAS 5, which facilitates communication with, and guidance to, tax departments at the headquarters of multinational companies.

Our team also advises on several tax routines in relation to direct and indirect taxes and in connection with creating, maintaining and terminating joint ventures, trusts, specific purpose companies (SPC) and negotiating tax clauses in EPC, Construction, Joint Operating and Joint Venture Agreements. Our team also stands out in negotiations of tax incentives associated with new investments in Brazil and complex corporate restructurings, partial spinoffs, winding up companies, mergers and acquisitions.

In November 2010, T&C was responsible for the restructuring and tax planning of a group of companies acquired outside Brazil in a transaction in excess of US$ 3 billion.

Oil and Gas

Since the opening of the Brazilian oil and gas exploration and production market in 1997, the tax practice of Tauil & Chequer Advogados in association with Mayer Brown has become a reference for the sector in Brazil.

With experience in infrastructure projects and upstream, midstream and downstream activities, our team represents or advises most international oil and gas services companies operating in Brazil, joint ventures and exploration, production, refinement, transportation, logistics and marketing companies. In addition, we advised the Brazilian government in connection with the negotiations of the Gas Supply Agreement (GSA) entered into between Brazil and Bolivia and we negotiate several types of gas supply agreements in a large number of countries in North America, South America, Europe, Africa and Asia.

The firm’s practice stands out in matters relating to the oil and gas and renewable energy segments, such as concession and franchise agreements, joint ventures, negotiation of tax clauses and accounting procedures in joint operating agreements; joint bidding agreements; tax planning for platform, refinery oil and natural gas pipeline construction agreements; FPSOs; natural gas liquefaction and regasification plants; imports and fictitious exports of platforms and models and equipment for platforms in the context of the Special Import and Export Regime for Oil and Natural Gas Exploration and Production (REPETRO); farm-in and farm-out; carry over clauses and the relevant tax effects; the whole planning of joint ventures in the oil industry and adapting them to comply with FAS 05 and FIN 48; preparing official drafts of production sharing agreements (PSA) for several countries and other matters requiring considerable multidisciplinary experience.

Likewise, T&C’s tax litigation practice specializing in the oil and gas industry is similarly renowned and focuses on taxation of services provided beyond the continental shelf and exclusive economic zone, import of service, interpretation of tax treaties to avoid double taxation in relation to geological data analysis and other services regulated by “no gain, no loss” clauses, transfer pricing on intercompany services etc.

Tax litigation

T&C’s litigation lawyers represent Brazilian and foreign companies in administrative (Local, State and Federal) and legal (State and Federal Courts) proceedings and have a prominent practice in the Brazilian Supreme Courts – STJ and STF. The skills, technical qualification and most importantly the excellence in the provision of legal services have led T&C’s team to defend the interests of its clients and provide creative and innovative solutions, including in national and international mediation and arbitration proceedings.

The firm acts in the sense of immediately reacting to wrong interpretations by the Tax Authorities of facts or rights, reducing or eliminating tax obligations that are unduly imposed by local, state and federal tax authorities.

Our lawyers also act proactively, sponsoring lawsuits to stop application of rules passed in breach of the Constitution or any law or affecting our clients’ tax positions. What distinguishes us is the pragmatism and commercial awareness applied to our clients’ tax litigation, always seeking a balance between our team’s strategy and actions and the vision of CFOs and other persons in charge of the financial management of the companies, always with high ethical standards and technical professional excellence.

Our firm is responsible for managing a US$ 1 billion tax litigation practice and is prepared to represent our clients in the most sophisticated and challenging tax matters in Brazil.

Real Estate

T&C acts in real estate law, in particular in connection with negotiating and drafting agreements relating to: real estate funding and development and built-to-suit and sale and leaseback transactions, construction and purchase of property, creation and perfection of security, barter, commercial leases (including in shopping centers), EPC and securitizations with the issue of Real Estate Receivables Certificates (CRI).

Our lawyers advise developers, investors and financial institutions in connection with the tax planning of real estate transactions, purchases of property, formation of joint ventures between investors and developers and shareholdings in real estate, investment or development companies. They also analyze issues of capital gains, including deferment and mitigation, in relation to real estate matters.

In addition, we also provide advice in connection with the creation, operation, and forms of investment in Real Estate Funds (FII), Private Equity Funds (FIP) and Asset-Backed Funds (FIDC) and real estate activities through Secret Partnerships (Sociedades em Conta de Participação – SCP) and Special Purpose Companies (SPC).

In the area of international investments, the firm has supported the arrival of REITs (Real Estate Investment Trusts) and Private Equity Funds in Brazil, participating from the point where the decision to invest in Brazil is made until the first transaction is completed. For such purpose, we structure subsidiaries for such entities in countries whose tax system is more in harmony with the Brazilian system, we analyze and apply international tax treaties to avoid double taxation and handle all tax issues relating to Fund managers.

In tune with our banking and capital markets area, we advise financial institutions, investors and companies from this industry in real estate development finance transactions through securitizations, structured debenture issues, Real Estate Receivables Certificate (CRI) and Real Estate Credit Certificate (CCI) issues and acquisitions of real estate assets.

Financial and Capital Markets Taxation

With a large experience in the market and multidisciplinary composition, T&C’s tax team develops efficient and creative solutions for financial institutions, securities issuers and Brazilian and foreign banks and investors and has been involved in the tax structuring of several financial and capital markets transactions.
The firm has in-depth knowledge of issues relating to financial investments in fixed income and equities, non-resident investors (direct investors and investors under Resolution 2689), public offers of stock, IPOs, Real Estate Receivables Certificate (CRI) and Agribusiness Receivables Certificate (CRA) issues, and formation of Investment Funds, Real Estate Funds (FII), Private Equity Funds (FIP) and Asset-Backed Funds (FIDC).

Recently the firm has focused its practice on the taxation of derivatives and hedging, and stood out in the representation of clients in several administrative and legal proceedings.

Accolades

Chambers Latin America 2018
Noted for its experience assisting clients from the telecommunications and oil and gas sectors with the full range of tax matters. Impressive track record advising on the taxation of regulated sectors and providing counsel to major companies from the upstream and downstream spheres on tax consultancy, planning and disputes.

"The tax department is made up of dynamic and highly knowledgeable lawyers who produce great work, are always ready to assist us and are great in negotiations. The team is widely recognised in the market and transmits a sense of security during the key moments of a case."

IFLR1000 2018
"Excellent work in corporate, tax and regulatory."

Chambers Latin America 2017
"Team with notable expertise in matters relating to the oil and gas industry. Maintains solid know-how on regulatory aspects of taxation in the sector and is active assisting clients from the upstream and downstream spheres with tax consultancy, planning and disputes." "The team is very responsive and is able to provide us with details very quickly."

The Legal 500 2017
The six-partner team at Tauil & Chequer Advogados in association with Mayer Brown attracts a balanced workflow of transactional, consultancy and contentious taxation matters. It enjoys a significant reputation in the oil and gas sector, and also has notable experience in the telecoms sector.

Chambers Latin America 2016
"They are very well connected and knowledgeable in tax matters. They offer practical and straightforward advice, and bridge the gap between Brazil and other countries."

Latin Lawyer 250 2016
"Tax has long been area of particular focus and received a substantial boost in 2015." "Tauil & Chequer Advogados is listed among the top law firms in Latin America.”

The Legal 500 2016
"It has a traditional focus on the oil-and-gas industry, though the team’s recent hires have led to a notable diversification of its workload."

Chambers Latin America 2015
"The lawyers are responsive and offer a high level of technical expertise. Furthermore, the team doesn't require micromanagement on our part in order to achieve excellent results."

The Legal 500 2015
"Expertise in oil-and-gas taxation is widely considered unsurpassed in Brazil, and its international taxation practice also impresses."

Chambers Latin America 2014
"We appreciate the firm's ability to provide comprehensive support across a range of practice areas."

Latin Lawyer 250 2014
"Group of technically skilled professionals in a wide range of disciplines, assuring we will be fully covered in all aspects of our legal demands."