Below is an overview of the key activities of practice:

• Corporate Routines and Regulatory & Self-Regulatory Compliance: advising public companies on their corporate routines and regulatory and self-regulatory compliance offset by the Brazilian Securities Commission (Comissão de Valores Mobiliários or CVM) and the Brazilian Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão or B3), respectively. This includes structuring and formalizing corporate resolutions (e.g., board of directors, executive management, advisory committees and audit committee) and disclosures of periodic and material information (e.g., material facts (fatos relevantes), market announcements (comunicados ao mercado), updates to the Reference Form (Formulário de Referência), and Corporate Governance Report (Informe de Governança Corporativa)).
• Corporate, Regulatory, and Self-Regulatory Advisory: providing guidance on corporate, regulatory, and self-regulatory matters for public companies and acting as an interface with the CVM and B3. We offer a continuous and exclusive support channel (hotline) for Investor Relations, Legal, and Financial departments of public companies.
• General Meetings: structuring and conducting shareholders', debenture holders', and securities holders' meetings of public companies, including the preparation of the call notice, management proposal and its annexes, remote voting bulletin, agenda, and minutes. We also provide secretarial support, alignment of strategies and information requested by shareholders, and compliance with regulatory requirements and proxy advisory firms (e.g., ISS and Glass Lewis).
• IPO Readiness: advising companies (including foreign entities) on diagnosing and implementing corporate and governance structures before conducting an initial public offering (IPO) in Brazil and abroad. This includes an in-depth analysis and optimization of corporate, tax, and operational structures to establish an efficient capital-raising or divestment strategy, professionalize management, succession planning, define post IPO controlling or relevant shareholders mechanisms, and structure corporate reorganizations aligned with the investment thesis. We also assist in preparing documents and monitoring going public registration or category conversion with the CVM, as well as listing shares or other securities on B3 (especially within special governance segments, such as Novo Mercado, Level 2, and Level 1). In collaboration with Mayer Brown in New York, we support companies seeking to list their shares on the NYSE and NASDAQ.
• Public Company M&A: structuring and negotiation of mergers, spin-offs, corporate inversions, acquisitions, and other business combinations and reorganizations (e.g., stock splits, reverse stock splits, redemptions, and share buybacks) involving public companies, ensuring compliance with applicable CVM and B3 regulations. Our services include conducting legal due diligence, drafting and negotiating transaction documents (e.g., non-disclosure agreements, memoranda of understanding, share purchase agreements, and shareholders' agreements), and providing support in pre-closing and post-closing transition processes.
• CVM and B3 Enforcement: representing public companies before the CVM and B3, advising on the preparation of legal opinions, memoranda, responses to official inquiries, and defense strategies in administrative proceedings during both pre-sanction and sanction phases. Our work also includes regulatory inspections and negotiating settlement agreements.
• Executive Compensation: structuring, defining approval thresholds, and preparing documents related to executive compensation, particularly stock-based compensation plans (e.g., stock options, phantom stock, restricted stock, and matching programs).
• Corporate Governance: planning, implementing, and reviewing corporate governance structures for companies, including an ESG perspective, by analyzing the functioning of governance bodies (board(s), executive management, and advisory committees) and drafting relevant documents (e.g., internal regulations, policies, and codes). Our practice also includes training and updating management and committees on corporate regulations and CVM and B3 rules, as well as assisting in the onboarding of new members.

We provide high-quality, tailored services, delivering continuous support in all corporate and governance activities, helping clients maintain strict regulatory and legal compliance and mitigating risks in ongoing and future transactions and projects.

Moreover, with the support of Mayer Brown's associated offices abroad (United States, Europe, and Asia), our clients have access to legal services of the highest quality in these jurisdictions.

The Public Companies & Corporate Governance practice interacts with all company sectors, as it encompasses the structure, organization, and functioning of each department. It also complements other practices, including capital markets, securitization, advocacy (government, administrative and higher court relations), anti-corruption and compliance, arbitration and litigation.