The practice group at Pinheiro Guimarães for banking and the capital and financial markets is widely regarded in Brazil as a reference in the structuring of creative legal solutions for complex transactions.
The practice group combines the multidisciplinary culture of the Pinheiro Guimarães firm with a strategic vision of businesses, representing financial institutions, companies publicly traded or privately held, multilateral agencies, investment funds, foreign investors, collateral agents, and securitization entities, in transactions both domestic and foreign.
The reputation of the firm for excellence and innovative skills in these transactions is reflected in the high ratings customarily attributed to Pinheiro Guimarães by the principal entities, both local and international, engaged in ranking the skills and quality of law firms.
Banking
The banking team at Pinheiro Guimarães comprises attorneys renowned for the depth of their knowledge and comprehension of Brazil’s banking laws and regulations. This fact, coupled with the firm’s broad experience in banking and financial transactions accumulated over a century of an active financial law practice, allows the firm to address banking matters in a sound and creative manner, oriented in such a way as to make complex structures and sophisticated transactions viable and responsive to the client’s need – not only in Brazil but also abroad.
The firm’s banking clients consist principally of local and foreign market leaders in the global financial community. Those clients include financial institutions, payment institutions (instituições de pagamento), brokerage houses, fintechs, asset managers, and multilateral agencies. In each case, the firm provides comprehensive legal support to its financial client in structuring innovative banking products, including those related to the issuance of subordinated debt, and deleveraging operational limits and risk-weighted assets.
In the area of banking regulation, the firm provides legal support to clients in organizing for business in Brazil, and complying with Brazilian norms applicable to their businesses and operations. Pinheiro Guimarães also advises clients on matters related to foreign exchange regulations applicable to international payments. It also provides legal support in the registration of financial and foreign-capital transactions with the Central Bank of Brazil.
Finally, the firm’s banking practice is noted for its technical skills and effective advocacy in representing financial-institution clients in administrative proceedings before Brazil’s regulatory agencies responsible for the banking sector. This advocacy extends through to any appeals from decisions at the administrative level that reach the Council for Appeals in the National Financial System.
Financial Markets
The clientele of Pinheiro Guimarães in the financial markets consists of both creditors and debtors, domestic and international, private and institutional, governments, and multilateral agencies, engaging in local and cross-border credit and financing transactions. Such transactions may include syndicated loans, project finance, acquisition finance, derivative transactions, securitization of accounts receivable, financing foreign trade, restructuring debt (including in cases of bankruptcy as well as judicial and extrajudicial reorganizations), assignment of past due credits, financings in the course of judicial and extrajudicial reorganizations, and other structured financial transactions, including quasi-equity as well as off-balance sheet transactions. The firm has a long record of structuring creative financial transactions and complex security packages in connection with financing.
Capital Markets
In terms of capital markets, the practice of Pinheiro Guimarães enjoys a reputation for being one of the most sophisticated and experienced in Brazil. For decades, the firm has provided strong and sustained legal support to its capital markets clients in all aspects of a wide variety of transactions in the markets for equity and debt capital. That support includes consulting services in routine corporate matters, corporate governance issues, and compliance in general. It extends, moreover, to assuring a thorough and robust defense in the event of an administrative proceeding before official regulators or self-regulating entities.
With respect to equity, the firm regularly participates in structuring and carrying out initial public offerings and subsequent offerings of shares, share certificates and Brazilian Depositary Receipts (BDRs) (IPOs and follow-ons). Pinheiro Guimarães is experienced as well in providing the necessary legal support for dual listings on foreign stock exchanges.
With respect to debt, Pinheiro Guimarães regularly assists clients in issuing debt instruments, such as debentures, commercial notes, bank notes (letras financeiras), certificates of receivables (including certificates of real-estate receivables (CRI) and certificates of agribusiness receivables (CRA)), and derivatives, in addition to bonds and notes in international capital markets.
Over the years, the firm has merited high esteem in financial circles in Brazil for its creativity and innovation skills. Pinheiro Guimarães was a pioneer in structuring securitization transactions in the local capital markets, formulating private investments in publicly traded companies (private investments in a public equity – PIPE), carrying out public offerings of Brazilian Depositary Receipts (BDRs), and creating the first publicly traded Brazilian corporation. Finally, Pinheiro Guimarães has put together issuances of green bonds and panda bonds for Brazilian clients and has actively engaged in providing legal support to the privatization of Brazilian companies by means of public offerings of shares.
The firm also represents clients in taking them public, including assistance with implementation of corporate governance structures and compliance with regulatory filings and obligations before the Brazilian Securities and Exchange Commission (CVM) and B3 S.A. – Brasil, Bolsa, Balcão (B3).
The practice of Pinheiro Guimarães in the area of capital markets involves providing advice to financial institutions and publicly traded and closely held companies, controlling shareholders, minority shareholders, boards of directors and audit committees, and executive officers in matters relating to regulation, corporate governance and compliance.
In addition, Pinheiro Guimarães advocates on behalf of its clients generally in assisting them in complying with norms and requirements of self-regulating entities, such as B3 and ANBIMA. Moreover, the firm defends the interests of its clients in administrative proceedings in which they may be named as defendants and in the negotiation and conclusion of any consent decrees or other forms of settlement before the CVM, the Council for Appeals in the National Financial System, and self-regulating entities for the capital markets – such as B3 and ANBIMA.
Investment Funds
Pinheiro Guimarães advises investors, asset managers, fund administrators, underwriters and other participants in the investment-fund industry. The firm’s practice encompasses fund structuring, regulatory and tax analyses, as well as the effective incorporation and distribution of fund shares. The firm’s services extend as well to the drafting and negotiation of fund by-laws, contracts related to each type of investment fund, and prospectuses and other offering materials.
The firm offers legal support for all types of investment funds, focusing especially on structured transactions involving credit rights (FDICs), equity (FIPS), real-estate investments (FIIs), and financing for the national movie industry (FUNCINES). The firm was a pioneer in structuring and distributing the first Brazilian stock exchange index fund, as well as in structuring FIDCs – Credit Rights Investment Funds and FIAGROS – Fundos de Investimento nas Cadeias Produtivas Agroindustriais.
In addition, Pinheiro Guimarães also assists clients seeking to structure funds as investment vehicles to meet some specific need or requirement, in which case the firm works closely with the client to develop taylor-made documentation and structure to meet such specific need or requirement. The firm’s involvement with any such client includes the identification of the best vehicle to meet the specific needs of each transaction, and the negotiation and drafting of all documentation necessary to conclude the transaction. The firm’s extensive experience in structured finance and capital markets enables the firm to provide differentiated and integrated advice, combining deep regulatory knowledge with a practical understanding of each transaction’s requirements.
