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Tauil´s Tax Practice

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    Tauil´s Tax Practice Tauil´s Tax Practice Document Transcript

    • Tauil & Chequer Advogados In Association With Mayer Brown LLP May 2010
    • Table of Contents Mayer Brown at a Glance .................................................................................................... 3 Tauil & Chequer in association with Mayer Brown LLP ...................................................... 7 Tax Practice .................................................................................................................................................. 8 Oil & Gas Taxation......................................................................................................................................... 8 Litigation ...................................................................................................................................................... 9 Real Estate .................................................................................................................................................... 9 Financial and Capital Market Taxation ....................................................................................................... 10 Representative Transactions ............................................................................................. 11 Tax Practice Team Profiles ................................................................................................ 13 2|
    • Mayer Brown at a Glance “Sources also explain that ‘its international network is brilliant,’ and gives it the capacity to handle the most testing global work.” — Chambers UK 2008 Supporting and strengthening the international operations of global clients requires a law firm with the capabilities to provide a full range of legal services on a global basis. Because of the strategic location of our offices, we believe we can deliver broad international services and coverage to your doorstep. Mayer Brown1 is a leading international law firm with 22 offices in key business centers across the Americas, Europe and Asia. Mayer Brown has approximately 1,000 lawyers in the Americas, 300 in Asia and 450 in Europe. Our 2008 combination with Johnson Stokes & Master (JSM) has made us among the largest law firm in the world - demonstrating our commitment to international growth that reflects the businesses of our clients. The merger was called one of the “most transformative recent events in the Asian legal market” by The Lawyer magazine in its inaugural Transatlantic Elite report. Our strong footprint in the Americas includes seven US offices—located in Charlotte, Chicago, Houston, Los Angeles, Palo Alto, New York and Washington, DC - as well as a Latin American practice that includes our São Paulo, Brazil office and our Brazilian association firm Tauil & Chequer Advogados in association with Mayer Brown LLP (T&C). Through our association with T&C, we are further able to offer our global clients legal counsel on matters governed by Brazilian law. This presence is complemented by our Latin 1 Mayer Brown is a global legal services organization comprising legal practices that are separate entities (the Mayer Brown Practices). The Mayer Brown Practices are: Mayer Brown LLP, a limited liability partnership established in the United States; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales; JSM, a Hong Kong partnership, and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. The Mayer Brown Practices are known as Mayer Brown JSM in Asia. “Mayer Brown” and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions. 3|
    • America group and establishes Mayer Brown as one of the most active international law firms in Latin America. Our lawyers in Europe practice across a range of transactional and litigation areas in offices in the United Kingdom, France, Germany and Belgium and strategic alliances with leading independent law firms including Tonucci & Partners, one of Italy’s most respected law firms with offices in Italy, Romania, Demonstrated Leadership and Albania, the Spanish law firm Ramón & Cajal. We offer extensive legal capabilities in Asia, with Part of the 2010 “BTI Client Service A-Team.” This year seven offices located across Hong Kong, Mainland marked Mayer Brown’s eighth consecutive appearance in China, Thailand and Vietnam. This on-the-ground the Top 30 List out of more than 500 law firms ranked. presence in these three important regions Chambers UK 2010 listed 50 London office partners as leaders in their fields. enables Mayer Brown to offer clients access to local market expertise on a global basis. In 2010, Mayer Brown practices ranked in 53 categories in Chambers Global and in 51 categories in Chambers USA. Many of our lawyers’ practices involve providing Mayer Brown JSM was named "National Law Firm of the cross-border advice on regional or global Year for Hong Kong" at the IFLR Asian Awards 2009. It was the third consecutive year and the seventh time in the transactions, and we have extensive experience past 10 years that JSM has won this prestigious award, managing pan-European, trans-Atlantic, Asia- which recognizes excellence in service and advice to clients and the high regard in which the firm is held by its Pacific and global projects. This cross-practice, peers. cross-border approach to solving the needs of our 178 Mayer Brown lawyers were listed in the 2010 edition clients means our lawyers not only have a of “Best Lawyers in America.” In addition, the Firm had thorough knowledge of the legal system in which the most lawyers listed in 22 city and/or state categories they are based, but they also have a familiarity Chambers USA 2010 ranked 128 of Mayer Brown's with the laws and political, cultural and attorneys among the best in their legal service area. commercial influences likely to impact a matter in BTI Consulting ranked Mayer Brown among the top eight other regions. In fact, many are recognized for Transactions Power Players noted for "delivering an extraordinary performance in transactions" and the their work in multiple jurisdictions. In addition, clients’ top hiring choice in six of seven specialties. we have several practices - our Emerging Our Real Estate practice was ranked in the top tier in Markets, Latin American and India practices, for Illinois in Real Estate by Chambers USA 2009, which noted example - which focus on jurisdictions where we that, "This group is respected by clients for being ‘particularly good for work on more complicated have limited or no physical presence. We deals,’ and for its ‘breadth of experience, ability to provide regularly advise our international clients on unique solutions and fast responses.’" matters involving these additional jurisdictions, in Chambers USA regularly ranks our Litigation practice in coordination with local counsel. the top tier, and in 2009 stated that, “This Chicago powerhouse has a well-established litigation offering that It is not just our strategically located offices, but covers appellate, securities, telecom, antitrust and products liability issues. The group benefits from the our cross-office cooperation that truly makes us global resources of the litigation department and the fine an elite global law firm. We believe that staying reputation of the corporate practice, and is particularly strong in Supreme Court appellate cases and financial connected and building relationships with clients services disputes.” in different jurisdictions and at all levels of our Chambers USA and Legal 500 US regularly recognize our organizations are key factors to a successful Supreme Court & Appellate group's preeminence in the international relationship. field: in 2009, for the third year in a row, both Chambers USA and Legal 500 US ranked us as a top tier practice. 4|
    • Europe at a Glance Our London office reflects the thriving international environment in which it operates, with more than 300 lawyers. While our London lawyers primarily practice English law, many are also qualified in other European jurisdictions or in the United States, and even more have experience of international deals, matters and transactions, working alongside other Mayer Brown offices, our independent alliance firms or carefully selected correspondent law firms. Our lawyers in Germany use their local knowledge of German markets and practices to provide full-service legal advice to domestic and international clients drawn from various industries. With offices in Frankfurt, Cologne and Berlin, we have approximately 120 lawyers in Germany who provide a full range of legal services, including mergers and acquisitions, antitrust and competition, private equity, capital markets, finance, tax, environmental, employment, information technology and outsourcing, real estate, litigation, intellectual property and patent law. Our Brussels office serves as an important link for the firm in Europe, and provides advice on antitrust and regulatory matters within the European Union. Our move to the forefront of Brussels legal providers is reflected in the receipt of the prestigious Belgian Legal Awards 2008 honor for Best International Trade Practice. In France, our lawyers have been advising locally based and international clients for four decades. Our Paris office has approximately 70 lawyers and brings together an intimate knowledge of the French corporate environment with the resources and expertise of a major international law firm to provide highly-specialized advice on domestic and cross-border transactions of all kinds. Asia at a Glance Mayer Brown JSM (formerly known as Johnson Stokes & Master) is one of the leading law firms in the world's fastest-growing legal market. Mayer Brown JSM was established in 1863 in Hong Kong and has full-service offices in Hong Kong, Mainland China (Beijing, Guangzhou and Shanghai), Thailand (Bangkok) and Vietnam (Hanoi and Ho Chi Minh City). Mayer Brown JSM has a multinational, multilingual team of 300 lawyers who are qualified in local and international jurisdictions. Our proven record of experience, culture and networks in Asia means we are closely tuned in to regional issues and policy development— a factor that we leverage to our clients' advantage. Our long-term, on-the-ground experience and knowledge of Asian markets and networks have been the key to building our reputation. We are known as the law firm that "opens doors and closes deals in Asia" - a point supported by the many awards we have won, including being named Hong Kong Law Firm of the Year by Asian Legal Business Awards 2002- 2005 & 2007-2008, by IFLR Asian Awards 2000-2004 & 2007-2008 and by Who's Who Legal Awards 2006, 2008. Latin America at a Glance Since its foundation in 1992, Tauil & Chequer Advogados (T&C) has grown and become multidisciplinary. In December 2009 Mayer Brown LLP and Tauil & Chequer entered into a combination agreement. With offices in Rio de Janeiro and São Paulo, T&C has more than 70 attorneys qualified in domestic and 5|
    • international jurisdictions, who counsel both national and global business groups. They have represented companies and groups around the world, including South Africa, Angola, Algeria, Argentina, Bolivia, Canada, China, Egypt, Spain, the United States, France, Guatemala, Hong Kong, Iran, Iraq, the Congo, and Sweden. In the 2010 edition of Chambers Latin America, T&C was described in the following terms: T&C’s “ rise over recent years is best described as meteoric. Sources point to the team’s excellent service and knowledge of the sector, the tenacity and skill of its younger partners and the expertise of its more senior lawyers.” In the 2010 edition of Latin Lawyer 250, T&C was named one of the leading law firms in Latin America. 6|
    • Tauil & Chequer in Association with Mayer Brown LLP Since its foundation in 1992, Tauil & Chequer Advogados (T&C) has grown and become multidisciplinary. In December 2009 Mayer Brown LLP and Tauil & Chequer entered into a combination agreement pursuant to which Tauil & Chequer partners became Mayer Brown partners. With the association, T&C is able to offer its clients the knowledge of a local market combined with global reach. In the 2010 edition of Chambers Latin America, T&C was described in the following terms: T&C’s “rise over recent years is best described as meteoric. Sources point to the team’s excellent service and knowledge of the sector, the tenacity and skill of its younger partners and the expertise of its more senior lawyers.” With offices in Rio de Janeiro and São Paulo, T&C has more than 70 attorneys qualified in domestic and international jurisdictions, who counsel both national and global business groups. They have represented companies and groups around the world, including South Africa, Angola, Algeria, Argentina, Bolivia, Canada, China, Egypt, Spain, the United States, France, Guatemala, Hong Kong, Iran, Iraq, the Congo, and Sweden. In the 2010 edition of Latin Lawyer 250, T&C was named one of the leading law firms in Latin America. 7|
    • Tax Practice Tauil & Chequer Advogados, associated with Mayer Brown LLP, offers comprehensive tax compliance and tax planning advice as well as representation in judicial and administrative proceedings. With extensive experience in federal, state, and municipal tax matters as well as global tax advice, we take pleasure in resolving our clients´ tax law challenges. We thoroughly understand the tax aspects of investment projects; capital market, corporate, project finance, and M&A transactions; and all tax issues associated with bankruptcy and reorganization procedures. Additionally, we provide general corporate tax advice relating to tax reporting and returns of Brazilian direct and indirect taxes, including sophisticated tax issues related to the creation, maintenance, and dissolution of joint ventures, trusts, special purpose vehicles, and the negotiation of taxes and tax indemnification provisions for all types of contracts. Our international Tax Practice is recognized as one of the best in Brazil. It encompasses transactional planning, compliance, audits, and tax matters associated with expatriates taxation, compliance, and tax returns preparation. Our attorneys are familiar with the most sophisticated of tax compliances, including FIN 48, FAS 5, and other disclosing and reporting obligations, which generate understandable work product both for U.S. and global tax professionals. We also have a team of attorneys with depths of experience in tax litigation. They handle multimillion dollar tax cases in Brazil, assisting clients with proceedings in both administrative and judicial spheres. Oil & Gas Taxation With recognized experience and success in the oil and gas sector in Brazil, the attorneys in the Tax Practice Group of Tauil & Chequer Advogados, associated with Mayer Brown LLP, have been working together since the opening of the Brazilian oil and gas E&P sector. The Firm’s Oil & Gas Taxation Practice Group is highly qualified and experienced in upstream, midstream and downstream activities as well as in the infrastructure, supply and performance of the oil & gas industry. They assist domestic and foreign clients in local and international projects, and have been engaged in tax planning of platform construction projects; FPSOs; pipelines, natural gas liquefaction, and re-gasification plants; the importation and fictitious exportation of platforms, modules, and equipment under the REPETRO Customs Regime; farm-in and farm-out transactions; negotiation of tax clauses and accounting procedures in JOAs (joint operating agreements); carry clauses and their tax effects; and the entire tax planning for joint ventures in oil industry as well as their compliance with FAS 05 and FIN 48 regulations. The Firm’s Tax Practice also includes specialized litigation services for the oil and gas industry, which comprehends issues related to the taxation of services rendered beyond the continental platform and 8|
    • exclusive economic zone; the importation of services the interpretation of International Tax Treaties to avoid double taxation on the acquisition of services, the interpretation of G&C costs and its accounting principles services governed by the “no gain, no loss” clause in the JOA context; and transfer pricing matters connected with inter-company services. The focus of the Firm’s Tax Practice Group in Brazil goes beyond the country’s frontiers, as the attorneys have worked for international clients in countries such as Angola, Colombia, the United States, China, and Nigeria. Thus, our team of attorneys is especially experienced and skillful, who make a difference and maximize the efficiency of clients’ businesses. Litigation Tauil & Chequer Advogados, associated with Mayer Brown LLP, has depths of experience in tax litigation. The Firm’s attorneys who focus on tax litigation have represented national and international corporations both administratively and judicially before State and Federal courts, not to mention that they have years of experience arguing before the Highest Courts – STJ and STF. The Firm’s practice begins with the challenging of fines charged by municipal, state, and federal tax authorities. This is done by resisting the incorrect construction of facts and rights raised by tax authorities, thus reducing or even eliminating taxes wrongly imposed by the tax authorities. Additionally, the Firm acts proactively when in charge of lawsuits that aim at eschewing the application of provisions that may affect the client’s fiscal positions, whenever such applications violate the Constitution or any other laws. The Firm’s distinction lies in its pragmatism and the business view with which the Firm manages the tax litigation portfolio on its clients’ behalf, by harmonizing technical legal actions, tactics, and global strategy with the directives of CFOs and other decision-makers in the companies’ financial management. Everything is done according to the highest ethical, technical, and professional standards. As a result of managing a tax litigation portfolio of approximately US$ 1 billion, the Firm is prepared to represent its clients in the most sophisticated and challenging tax cases in the country. Real Estate Our attorneys assist individual, institutional, national, and international investors in the tax planning related to real estate acquisitions, corporate participations, real estate corporations, patrimonialists, and incorporators. They do so by addressing issues related to capital gains, the different investment vehicles, including Real Estate Investment Funds (REIFs), Participation Investment Funds (PIFs), and Credit Rights Investment Funds (CRIFs) besides the traditional Unincorporated Partnerships (UPs) and Special Purpose Companies (SPCs). In the realm of international investment, the Firm has assisted Real estate Investment Trusts (REITs) and Private Equity Funds entering Brazil, from the time they first decide to invest in the country to their first business setup. We also structure their subsidiaries in countries whose tax systems best suit that of 9|
    • Brazil, analyze and use International Tax Treaties to avoid Double Taxation, and as well as address fiscal issues concerning the Funds’ management. Our attorneys have participated in urban development projects by raising innovations that benefit and assure the developer; the conception, planning and implementation of mega condo-resorts throughout the Brazilian shore; advisory and consultancy arrangements for real estate incorporators; construction, built-to-suit operations, and sale & leaseback transactions; as well as the securitization of receivables through the issuance and commercialization of the respective Real Estate Receivables Certificates (RERCs). Additionally, in co-operation with our Banking and Capital Markets Practice Group, we assist securitization companies, mortgage companies, financial companies, banks, and traders in securitizations, RERCs, Real Estate Credit Certificates, constructors, and costumers in financing, negotiations with credit portfolios, due diligences, and, obviously, real estate asset acquisitions. Financial and Capital Market Taxation The Tax Practice Group of Tauil & Chequer Advogados, associated with Mayer Brown LLP, has deep expertise in matters related to the taxation of financial institutions, financial markets, and capital markets. The Firm has depths of experience in tax matters related to fixed and variable investments, foreign investments in the Brazilian market (portfolio investment), initial public offerings (“IPOs”), the issuance of agribusiness certificates (“CRAs”), and as well as the incorporation of investment funds, Real Estate Investment Funds (“FIIs”), Private Equity Funds (“FIPs”), and Receivables Investment Funds (“FIDCs”). The Firm’s Tax Practice Group represents large domestic and foreign financial institutions and has been involved in tax matters related to numerous Brazilian financial and capital market transactions, acting as tax counsel for financial institutions, issuers, and as well as Brazilian and foreign investors. It is also worth mentioning that some of the Firm’s tax attorneys previously worked for various Brazilian investment banks. Recently, the Firm’s Tax Practice Group has focused on important issues related to the taxation of derivative and hedge operations, and has achieved outstanding results in the representation of clients in several administrative and judicial suits. Thus, the Firm’s Tax team is highly qualified and able to assist clients in matters related to the taxation of financial and capital markets, by providing efficient and creative solutions as well as representing them in tax matters before administrative and judicial spheres. 10 |
    • Representative Transactions  We advised Petrobras in its corporate international restructuring in more than 9 countries.  We advise Noble Energy on international tax issues relating to the foreign assets and ownership structure.  We represented Noble Corporation in its reorganization involving creation of the publicly held foreign parent and related international tax planning.  We counseled on the implementation and execution of a cross-border acquisition and development strategy for a U.S.-based company seeking to establish operations in nine countries in the European Union, involving extensive tax planning.  We advised a publicly traded Australian upstream oil and gas company in structuring and tax planning.  We advised a major Turkish petrochemical group in structuring and tax planning for establishing operations in the United States.  We advised a corporate client in the sale of part of its chemical products businesses to a foreign corporation, providing analysis on federal income tax issues.  We advised a major U.S. oil company on tax issues relating to structuring a gas facilities joint venture in West Africa involving the investment of more than $1 billion.  We counseled a publicly held corporation in the acquisition of a majority stock interest in a new company formed to acquire quarry, aggregate plant, distribution terminal, marine dredging, and rail transportation operations and related financing transactions in a $37.5 million transaction with a team of Thompson & Knight corporate, tax, real estate, banking, public law, and environmental lawyers.  An appellate court affirmed judgment for our client (and the Supreme Court declined to hear) in a transfer pricing (Section 482) case involving determination of the transfer price of Saudi American crude oil acquired from an Arabian American oil company. Total alleged deficiencies exceeded $6 billion.  We assist Rolls Royce Energy Division in Brazil on tax matters related to Brazilian projects. They are currently supplying several power generation modules for 5 platforms being built in Brazil (for Petrobras).  We represent Noble Corporation, an international drilling corporation, in tax planning on drilling rigs' charter transactions in Brazil, and we represent and assist Noble in all Brazilian tax issues and controversies.  We represent Weatherford in all tax (litigation) pending cases in Brazil. 11 |
    •  We assisted Flowserve Inc. with tax litigation cases related to an acquisition made in Brazil.  We represent Baker Hughes in all tax issues and controversies in Brazil.  We represented Petrobras in 3 material acquisitions transactions, including a former Enron asset - Eletrobolt.  We assisted Petrobras, elaborating a study about tax aspects of an LNG project in Brazil.  We assist Total, Chevron, and Maersk in their tax issues related to E&P activities in Brazil.  We assisted an economic group of overseas companies in the tax planning and restructuring involved in their recent acquisition of another company, a transaction which amounted more than US$ 3 billion. We have also handled tax, administrative, and judicial cases amounting to over US$ 1 billion.  We advised in the tax planning and restructuring of a project for oil production in deep waters which amounted more than US$ 2 billion. We also represented most of the international oil companies and oil service providers currently engaged in business in Brazil.  We assisted in the business restructuring of a large hotel in São Paulo, owned by a Brazilian pension fund, by eliminating the tax inefficiencies generated from the wording and the structure of the leasing contract between the parties.  We assisted a portfolio investor in Brazilian financial and capital markets in a US$ 100 million asset restructuring with a view to implementing an efficient structure for the investment in several variable and fixed income assets. 12 |
    • Tax Practice Team Profiles Ivan Tauil Partner itauil@mayerbrown.com Rio de Janeiro Ph: + 55 21 2127 4213 Fax: + 55 21 2127 4211 Experience Ivan Tauil advises Latin American and global companies on a wide range of matters, including legal issues affecting the oil and gas industry as well as real estate and real estate finance concerns. He is experienced in tax law, international energy, and cross-border real estate transactions and frequently represents clients in litigation. In 2009 both Chambers Global and Chambers Latin America recognized Ivan with the "Leaders in their Field" designation for his work in both energy and natural resources law, and in oil and gas law. Reflecting the international nature of his practice, Ivan has language fluencies in English, French and Spanish as well as Portuguese. Ivan is a Mayer Brown LLP partner affiliated with Tauil & Chequer Advogados in Brazil. Notable Engagements  Represented a Fortune 500 US company in obtaining a preliminary injunction in Brazil aimed at releasing a multi-million dollar retained drilling platform and related assets in Brazilian ports  Assists a European company in its contractual re-negotiation with the major Brazilian petroleum company  Represents a Brazilian engineering company with collections and associated litigation related to its commissioning services rendered during the construction of the $1.1 billion “P50” oil production platform in Brazil.  Assisted a UK-based real estate fund in the structuring, planning, and multi-million dollar land acquisition of a high-end residential real estate project in northwest Brazil  Advised international oil companies and energy service companies in tax planning, compliance, and controversies related to their Brazilian operations and transactions  Assisted several US companies with their business in Brazil and Latin America  Advised a multi-billion dollar Brazilian pension fund in tax and real state issues, and represents this fund before Brazilian civil courts  Advises two global technology companies in their business and tax matters in Brazil 13 |
    •  Represents technology and entertainment companies in their tax issues and business transactions in Brazil  Represents Brazilian real estate developers in raising funds in the US and EU capital markets for projects in Brazil  Assisted the largest Brazilian real estate developer in its international transactions involving second home sales for non-Brazilian buyers  Assisted a national oil company in acquiring a $700 million refinery located in Texas  Represented a Brazilian energy company in a $250 million acquisition of a thermo-generation plant located in Rio de Janeiro  Represented an oil service company before Brazilian tax courts, and resolved a $120 million controversy  Represented American companies before Brazilian labor courts in sophisticated litigation involving multi-jurisdictional legal issues  Assisted a Chinese company in tax structuring and planning for a $1 billion EPC project in Brazil  Assisted two international television companies in structuring their $150 million joint venture in Brazil  Represented a client in tax planning for the supply of generation modules for oil platforms involving more than $300 million  Assisted a member of a consortium for exploration and production of oil in Brazil, with respect to tax planning and representation in court aimed at obtaining a tax exemption for international remittances for the payment of services provided in the exploration operations  Advised an oil and gas company in Angola on a project involving the oil regulatory framework reform  Assisted a Brazilian client in preparing a statement of defense for a tax fine involving more than $1.1 billion  Advised a German industrial group with revenues more than $4 billion on the tax structuring of its businesses in Brazil  Participated in the tax restructuring and development of a foreign group recently acquired through a transaction worth more than $3 billion  Participated in tax studies of the viability of a project for oil exploration worth more than 2 billion  Leads the Civil and Tax Litigation group of Tauil & Chequer Advogados, with cases worth more than $350 million  Oversaw all of the civil and tax cases of a leading chemical company, with revenues more than R$200 million, as well as those of a company of the food market whose revenues are worth about R$100 million  Participated in the tax planning for projects worth approximately $300 million in oil exploration in Brazil. 14 |
    • Eduardo Maccari Telles Partner etelles@mayerbrown.com Rio de Janeiro Ph: + 55 21 2127 4229 Fax: + 55 21 2127 4211 Experience Eduardo Maccari Telles has a practice that emphasizes trial, litigation and arbitration, tax and administrative law. His clients include national and foreign companies as well as governmental institutions, and he assists them in all types of dispute resolution for tax, civil or labor cases as well with tax consulting. He is responsible for coordinating the firm’s Brazil civil, labor and tax litigation practice. His language competencies include English, French and Portuguese. Eduardo Maccari Telles is a Mayer Brown LLP partner affiliated with Tauil & Chequer Advogados in Brazil. Since 2000 he has also served as a state attorney in the Attorney's Office of the State of Rio de Janeiro. His other professional assignments have included work as a tax attorney with the National Institute of Social Security (1998-2000), as a legal counselor with Rangel, Penna da Rocha & Daiha Associated Attorneys (2000-2006), as external counsel for the Brazilian Institute of Municipal Administration (2000-2004) and as Treasury representative on the Taxpayer Council of the State of Rio de Janeiro (2004). Notable Engagements  Represented an engineering consortium in an administrative pleading to re-establish the economic balance of an administrative contract entered into by the consortium with a federal public administration entity  Represented an independent oil & gas company in a arbitration against a government entity to discuss oil and gas concession contracts rights  Participated in the tax, administrative and regulatory organization of a consortium to explore and produce natural gas  Represents oil and gas service companies in multiple tax, civil and specialized labor litigation  Represented an oil and gas company in an international arbitration regarding joint operating agreement provisions that concern Brazilian law  Represented an oil and gas company in the tax planning of a consortium project to produce chemical products, with a investment worth $1.5 billion  Advised international oil companies and energy service companies in tax consulting, compliance, and controversies related to their Brazilian operations and transactions  Assisted several US companies with their business in Brazil and Latin America 15 |
    •  Advises a multi-billion dollar Brazilian pension fund in tax issues, and represents this fund before Brazilian civil and tax courts 16 |
    • Christiano Chagas Monteiro de Melo Partner cchagas@mayerbrown.com Rio de Janeiro Ph: + 55 11 2504 4215 Fax: + 55 11 2504 4211 Experience Christiano Chagas Monteiro De Melo’s tax law practice emphasizes issues involving tax planning, international taxation, foreign investment in Brazil, financial and capital market taxation, private equity structures, and administrative proceedings. He has assisted numerous companies in tax planning related to M&A deals and foreign investment in Brazil. Christiano represents investment banks and corporations regarding tax issues related to initial public offerings, issuance of financial instruments and securitization deals. Christiano also represents sponsors and investors in Brazilian private equity funds, real estate funds and receivables investment funds. In addition, he has represented Brazilian banks before Brazilian tax courts resolving tax controversies related to financial instruments. He is fluent in English and Portuguese. Christiano is a Mayer Brown LLP partner affiliated with Tauil & Chequer Advogados in Brazil. Before joining the firm he was associated from 2001 to 2008 with the firm of Pinheiro Neto Advogados. Earlier in his career he was responsible for the tax planning and consultancy of Banco BBA Creditanstalt S/A (from 2000 to 2001) and Banco Bozano, Simonsen (from 1997 to 2000). Notable Engagements  Advised various Brazilian Banks in tax issues related to financial instruments and products  Advised foreign corporations and individuals on tax planning for investment in Brazil, including, private equity investment, capital markets investment, real estate investment and Brazilian funds investment  Advised banks and corporations regarding tax implications of securitization deals (local and cross- border) 17 |
    • Roberta P. Caneca Associate rcaneca@mayerbrown.com Rio de Janeiro Ph: + 55 11 2127 4214 Fax: + 55 11 2127 4211 Experience Roberta Caneca acts in tax representing public and private companies, in infrastructure projects, national and international, in several sectors, including oil and gas, technology and chemistry. Advises domestic and foreign clients in tax and customs issues, and represents clients in tax matters in administrative and judicial levels. Notable Engagements  Represented a German chemical group in tax litigation regarding the Brazilian VAT on the importation of equipment under the temporary admission regime  Represented an oil company in tax litigation regarding the withholding tax imposed on payments for services provided in exploration operations  Assisted a Brazilian client in preparing a statement of defense for a tax fine of more than US $1.1 billion  Assisted a major energy company in tax planning for the supply of generation modules for oil platforms in an operation involving more than US $300 million  Assisted the state-controlled petroleum company with tax issues relating to the acquisition of a thermoelectric plant in Brazil  Assisted in tax planning for a consortium intended to perform exploration, liquefaction, and exportation of natural gas  Participated in tax planning for an LNG project in Angola with investments of more than US $6 billion  Assisted the Chinese state petroleum company with tax issues relating to the construction of a pipeline in Brazil with investments of more than US $1 billion 18 |
    • Gustavo Baptista Alves Associate galves@mayerbrown.com Rio de Janeiro Ph: + 55 21 2127 4210 Fax: + 55 21 2127 4211 Experience  Restructured and rebuilt, in less than one year, a 6-year-tax compliance, implementing new processes, controls and the tax corporate governance concept, aligned with the group’s outstanding activities and values.  Established and consolidated a better quality relationship with key professionals at Petrobras Tax Department, and thus an effective communication channel was opened to solve problems and produce better solutions to both parties, not only for the tax department but also to related areas as Controllership and Legal.  Developed a process to evaluate and re-evaluate C&P contracts with strategic players, focused on tax aspects and tax incentives optimization (Repetro), generating expressive savings.  Elaborated and managed a tax and social security risk assessment tool, enabling the top management team to quickly overview the risks and contingencies. Also implemented a new guidance to mitigate the detected risks.  Created, developed and implemented a periodical Brazilian oil and gas tax scenario report. This tool provided a yearly overview of the tax department achievements and performance and made it possible for the top management team to make more effective and faster decisions.  Relationship management and consolidation with federal, state and municipal government. As a result, performed a successful negotiation of tax debts and credits recovery.  Conducted a review of the corporate structure, generating tax burden optimization and successful decisions for the M&A operations.  Development and implementation of a new tax culture with internal clients, maximizing the synergy, fast-track decision and effectiveness.  Tax assessment and planning for huge investment projects. The results provided a better control of the projects tax burden and produced relevant savings.  Developed a new interpretation to the existing rules, consolidating the technical support as the basis for pulp and paper companies’ access to Sudene fiscal and financial incentives. Managed and implemented a new scenario, resulting in tax savings of about US$ 300 million (NPV).  Negotiated with federal government and other companies from the pulp and paper sector the best legislative interpretation of a new social security rule applied to agro industries. As a result, the tax 19 |
    • savings amounted to around R$ 10 million, and there was expressive cost reduction to other pulp and paper companies.  Developed feasibility studies of huge investment projects, as the incorporation of a greenfield pulp unit in the south of Bahia (Veracel Celulose S.A.) and a logistics project of raw material transportation between Bahia and Espírito Santo.  Leaded a corporate and tax offshore restructuring project by performing legal, political and economic analysis of several countries´ scenarios, mainly from EC, which resulted in saving hundreds of million dollars in corporate income tax.  Managed the improvement of tax litigation opportunities, reducing cash outflow and generating several tax savings. 20 |