Brazil

Editor’s notes

Brazil entered 2024 grappling with a delicate mix of political turbulence and economic recalibration. The early months were overshadowed by the lingering fallout from the 2022 presidential election, as former president Jair Bolsonaro faced investigations over alleged attempts to overturn the results. In February, the Federal Police launched Operation Tempus Veritatis, targeting his associates with evidence suggesting coup plans. While Bolsonaro retained a loyal base, the investigations set in motion a legal trajectory that would culminate in his 2025 conviction, reshaping the political landscape and weakening the right-wing opposition ahead of local elections. Against this backdrop, President Luiz Inácio Lula da Silva’s administration sought to safeguard social gains and advance economic reforms, even as rising fiscal pressures and declining approval ratings highlighted the challenges of governing a divided nation.

Economic pressures tested Brazil throughout 2024 and into 2025. High interest rates, persistent inflation, and a volatile currency created challenges. Yet the government achieved measurable successes: formal employment reached record levels, social programmes expanded, and the minimum wage rose, underscoring a continued commitment to inclusion. Structural concerns persisted, with public debt approaching 78.6% of GDP by October and global trade tensions, especially with the United States, threatening growth. By mid-2025, these pressures were expected to reduce GDP by 0.2–0.3%, impacting agriculture, manufacturing, and key commodities.

Despite uncertainty, dealmaking proved resilient. M&A activity fell in volume but surged in value, reflecting a shift toward fewer, larger transactions. Energy, technology, real estate, oil and gas, healthcare, and financial services led the way, with domestic companies dominating and US and European investors active in inbound deals. Early 2025 suggested the trend would continue, bolstered by strong interest from Chinese investors seeking geographic diversification and undervalued assets. Strategic planning increasingly reflected tax reforms and regulatory changes, while high interest rates encouraged distressed deals and asset sales.

Capital markets, by contrast, remained subdued. Fixed-income instruments dominated, while equity markets stayed largely dormant—Brazil has not seen a single IPO since 2021, and follow-on offerings were limited. Regulators tightened rules on securitisation vehicles, particularly CRIs and CRAs, restricting related-party transactions and expanding collateral requirements. These measures reduced flexibility for issuers but strengthened market integrity, addressing concerns over opaque or riskier structures.

At the same time, fintechs, challenger banks, and embedded finance platforms expanded rapidly under Open Finance regulations and new licensing frameworks. Private credit and securitisation grew as corporate funding sources, while updates to the SCFI framework and oversight of virtual assets aimed to strengthen stability, particularly after Operation Carbono Oculto exposed illicit flows through digital platforms.

Competition and antitrust enforcement intensified in parallel. CADE opened dozens of investigations across traditional industries and digital sectors, while lawmakers are advancing the Digital Fair Competition Bill to regulate systemically important platforms—though critics caution it could overreach and stifle innovation.

Energy and infrastructure also remained central to Brazil’s strategic priorities. Renewable sources accounted for nearly 90% of electricity generation in 2024, while biofuel, carbon capture, and forest-carbon initiatives advanced ahead of COP30 in Belém. Efforts to accelerate environmental licensing sparked debate over Indigenous rights and ecological protections, underscoring the persistent tension between growth and conservation.

Meanwhile, arbitration continued to gain traction as the preferred forum for complex commercial disputes, including international cases, as Brazil’s courts grapple with a backlog exceeding 84 million pending cases. Labour policy saw targeted changes, with affirmative action expanded in federal employment, while the phased rollout of the tax reform simplified multiple legacy levies into a dual VAT system and aligned Brazil with global minimum tax rules.

Brazil’s legal market continues to evolve, hosting a diverse range of firms that advise both domestic and international clients. Prominent full-service firms include BMA Advogados, Cescon Barrieu, Demarest Advogados, Lefosse Advogados, Machado Meyer Sendacz e Opice Advogados, Mattos Filho, Pinheiro Neto Advogados, TozziniFreire, and Veirano Advogados.

While the Brazilian Bar Association limits close collaboration between domestic and international firms, several notable alliances have taken shape. These include Trench Rossi Watanabe with Baker McKenzie LLP, Tauil & Chequer Advogados with Mayer Brown, Vella Pugliese Buosi e Guidoni Advogados with Dentons, and FAS Advogados in cooperation with CMS. In a significant move, DLA Piper ended its partnership with Campos Mello Advogados in July 2025, and the Brazilian firm quickly strengthened its platform by bringing Schmidt Valois (known for its expertise in the natural resources sector) into the fold.

Specialist boutique firms also remain key market players, offering expertise in areas like dispute resolution, intellectual property, competition, environmental law, and white-collar crime. Leading boutiques include Ferro, Castro Neves, Daltro & Gomide Advogados, Bermudes Advogados, Dannemann Siemsen Advogados, Kasznar Leonardos Intellectual Property, Gusmão & Labrunie, Davi Tangerino Advogados, Iokoi, Paiva, Jonasson e Scalzaretto Advogados, Grinberg Cordovil Advogados (GCA), and Milaré Advogados.

Legal 500 rankings continue to highlight the depth and diversity of Brazil’s legal market. National firms in São Paulo and Rio de Janeiro remain dominant, showcasing expertise across a wide range of sectors and practice areas, from corporate law to dispute resolution. Yet beyond these dominant centres, regional markets are gaining prominence. Our City Focus coverage underscores this evolution, capturing the increasing influence of local practices, from Manaus in the North, to Porto Alegre and Curitiba in the South, as well as Brasília, Belo Horizonte, Recife, Salvador, Fortaleza and Campinas. This year, the scope expanded further to include Belém, Goiânia, and Florianópolis, reflecting the growing importance of these cities in Brazil’s legal and economic fabric.

In a notable development, Legal 500 has launched the Brazil Elite – Rio de Janeiro, a dedicated ranking designed to recognise leading lawyers at regional and local firms in one of the country’s most dynamic legal hubs. The initiative shines a light on high-calibre professionals who operate outside Brazil’s largest national firms, often leading complex, high-stakes work that shapes the local market. Research drew on interviews with practitioners, written submissions, and an extensive editorial review that began with a broad pool of candidates. Unlike traditional firm-based rankings, this series focuses on individual excellence, spotlighting standout partners across key practice areas within Rio de Janeiro. Together, this expanded and more granular coverage offers a more detailed and balanced picture of Brazil’s legal market, illustrating both the enduring strength of its major centres and the rising influence of regional talent.

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Corporate

The importance of an international will in offshore company structures

The incorporation of offshore companies by Brazilian individuals – particularly in jurisdictions such as the Bahamas and the British Virgin Islands – is a structure widely used for the purpose of making investments abroad, international portfolio diversification, and wealth planning in general. However, a point that is often overlooked in the planning and implementation of this structure is succession. Upon the decease of the individual holding the offshore company, the time and costs required for heirs to effectively complete the succession process frequently become real obstacles: the unexpected need to initiate probate proceedings abroad - including hiring a local counsel, payment of substantial local court fees, and other typical practical challenges – in addition to the probate process and other obligations related to inheritance in Brazil. With this in mind, the following question arises: Why cannot the probate of an international shareholding be conducted directly in probate proceedings in Brazil? Brazil follows the principle of Plurality of Succession Jurisdictions, which provides that assets located in different countries must be dealt with in separate probate proceedings in each respective jurisdiction. Likewise, Brazilian laws provide that the Brazilian judicial system has exclusive jurisdiction to confirm, validate, and give effect to the provisions of a private will, as well as the probate and partition proceedings regarding assets located in Brazil. Consequently, Brazilian judges do not have jurisdiction over assets located abroad. Among the many instruments of succession planning, special attention should be given to the relevance and simplicity of structuring a will in the offshore company’s local jurisdiction. Through this legal instrument, the testator may set out, in a straightforward, flexible, and practical manner, the intended disposition and administration of the testator’s assets upon their decease. From a practical standpoint, a will structured abroad may provide for the appointment of an executor and alternates, as applicable, the designation of an individual responsible for the administration of the assets until the heirs are effectively vested with ownership, and the intended manner of distribution of the shareholding. These features significantly reduce the likelihood that the succession process will generate strife among heirs or erode the investment’s value - in time and assets - and the overall value of the offshore structure. It is important to note that the existence of an international will does not eliminate the need for its validation by the competent foreign judicial authority in the context of probate proceedings abroad. Nonetheless, such probate proceedings tend to become more expedited, predictable, and less costly, since the local judicial authority should observe the testator’s express intent regarding the transfer of the shareholding. Once validated and rendered final by the foreign judicial authority, the will must be submitted in the context of probate proceedings in Brazil — whether judicial or extrajudicial, as allowed under Brazilian law — and that the provisions and succession rules established by the testator abroad may be duly taken into account in the Brazilian probate proceedings, and the respective shares of the heirs and, where applicable, the surviving spouse, are properly equalized, ensuring equitable treatment amongst them. With respect to documents issued by a foreign public authority and submitted to be used before Brazilian authorities or entities, certain formalities must be observed to ensure their validity in Brasil. In general, either be duly certified and apostilled in accordance with the Hague Convention and subsequently translated into Portuguese, or, alternatively, be translated and certified directly by the competent Brazilian consulate in the country of origin, in which case apostille and additional translation in Brazil are not required. Accordingly, a foreign will constitutes an integral instrument in planning an offshore structure, contributing to predictability, conflict prevention, and the efficient allocation of resources in the event of a transition. HOOK: An international will is a relevant instrument in offshore structuring, as it allows the succession of assets located abroad to be organized in accordance with the testator’s wishes, reducing costs and mitigating conflicts. Learn why this document is essential and how it is implemented and applied after the testator’s death. Authors: Felipe Cervone, partner in the corporate area of FIUS Pedro Goulart Cheng, senior lawyer in the corporate area of FIUS Luana Silveira Magnani, junior lawyer in the corporate area of FIUS Isabella Beneti Carrilho, intern in the corporate area of FIUS Daniela Justino Dantas Martelli, coordinating lawyer in the family and succession area of FIUS  
Finocchio & Ustra Sociedade de Advogados - March 3 2026
Corporate Litigatoin & Dispute Resolution

Navigating IP Damages in Brazilian Courts

Understanding damage caused by intellectual property (IP) infringement in Brazil is essential for any company expanding into or selling within the country. Protecting brands, inventions, and creative assets is a key component of growth, and Brazilian law provides robust mechanisms to prevent misuse and obtain compensation when rights are violated. In practical terms, courts may issue injunctions to halt the unlawful conduct and award monetary relief based on three primary benchmarks: (1) the rights holder’s actual losses (such as lost sales), (2) the infringer’s profits derived from the violation, or (3) a reasonable royalty representing what a license would likely have cost. These parameters are legally defined, but their application depends on the evidence presented in each case. As Brazilian law provides methods rather than fixed formulas, the final amount may vary. Courts generally consider factors such as the extent and duration of the infringement, the economic impact on the market, and principles of proportionality and reasonableness. Decisions may also consider the economic profiles of the parties, especially when evaluating deterrence and the practical effects of the infringement. Recent case law further shows that misuse of a brand can justify moral (non-economic) damages to reflect harm to reputation, although the amounts vary from case to case. As Brazilian law sets broad methods but not strict formulas, similar disputes may result in different compensations amounts — particularly when evidence of market impact is limited. Furthermore, it is important to understand how courts approach fairness, as awards may be adjusted in light of the parties’ economic profiles, the scale and duration of the misconduct, and the need to deter repetition of the behavior, which explains why similar infringements sometimes yield different outcomes. Regarding loss of profits, courts tend to be more receptive when the claimant presents a clear, data-backed account of what would have occurred in the absence of the infringement, supported by sales histories, pricing and margin records, independent market studies, and evidence connecting customer confusion or diversion to the unauthorized use. When granular data is unavailable, expert analysis can help estimate the infringer’s profits or anchor a reasonable royalty based on comparable licenses and industry standards, which improves credibility and settlement leverage. Timely action is also critical, as acting early reduces ongoing harm, supports injunctive relief, and signals to the court that the business is taking reasonable steps to mitigate losses. For foreign companies, the bottom line is pragmatic: meaningful recovery is possible in Brazil, but predictability depends on evidence and case specifics rather than fixed formulas. The most effective strategy is to build a clear, well-supported record that sets out the value of the IP, documents the nature and scale of the unauthorized use, and quantifies both financial and reputational impacts. Doing so not only improves the prospects of a favorable judgment — whether measured by actual loss, infringer’s profits, or a reasonable royalty — but also strengthens your position in negotiations and helps protect brand integrity through timely injunctions. HOOK Brazilian courts provide solid avenues for IP damage recovery — when supported by strong evidence. Understanding how judges assess these claims is key for foreign companies. See the main strategic insights. AUTORES Raïssa Simenes Martins Fanton — Partner, Civil Litigation Luíza Pattero Foffano — Associate, Civil Litigation
Finocchio & Ustra Sociedade de Advogados - March 3 2026
Environmental & Sustainability

The end of declaratory sustainability

2025 should be considered a year of consolidation for environmental and sustainability matters, in the sense that many positions that were previously regarded as aspirational goals for senior leadership planning have turned into a “to do”! In this context, the corporate world felt the need to look inward to ensure that communications regarding climate targets, or even projects in which their products or services were labeled sustainable, would deliver the promised results. Stakeholders began to demand greater consistency between corporate environmental discourse and practice (accountability), and the Judiciary has positioned itself favorably toward legal theses that, directly or indirectly, address climate and sustainability topics, with heightened attention to duties of diligence, the duty to inform, and liability for unfounded claims of environmental performance (greenwashing). The Voluntary Carbon Market is already a reality for several economic sectors in Brazil and is gaining technical and legal depth through discussion of criteria for integrity, additionality, and project monitoring, alongside the advancement of debate on the Regulated Carbon Market, driven by specific legislative proposals and by the holding of climate conferences in Brazil (COP), which reinforce the need for a clear regulatory framework, especially with regard to issuing carbon credits in protected areas and the sharing of benefits. On the international stage, the environmental agenda has taken center stage in trade policy design, for example with the European Union regulating the entry of products into its territory with an environmental slant — CBAM, the Deforestation-Free Products Regulation, and the Green Taxonomy — as well as the WTO — World Trade Organization — integrating this theme into its positions, which pressures Brazilian supply chains to prove socio-environmental compliance and to review contracts, due diligence policies, and traceability mechanisms. Another point of attention is the repositioning of the United States on the climate and trade agenda, which adds a significant layer of geopolitical risk, since potential course changes in decarbonization policies, green subsidies, or trade barriers can, in a short time, alter the pattern of competitiveness and regulatory requirements applicable to Brazilian companies. A trend observed in both the environmental and regulatory spheres is the implementation of public policies in which the Brazilian Government and International Organizations assign private actors in the supply chain the obligation of internal self-control (the private actor’s capacity to implement, execute, monitor, verify, and correct procedures, production processes, and distribution of its products to ensure identity, quality, and safety), as well as external control, which is nothing more than the rigorous selection of their business partners. This movement by regulatory agencies significantly raises the burden and responsibility of private activity, because the burden of proving regulatory compliance now falls directly on companies, increasing the risk of divergent understandings by oversight bodies, administrative penalties, and reinforcing the need for robust environmental compliance programs, contracts with clear risk allocation clauses, and chain-wide audit mechanisms. 2026 begins with high expectations in the productive sector regarding: (i) the effective structuring of the Regulated Carbon Market in Brazil, with the definition of measurement, reporting, and verification criteria and of responsibilities among the regulator, sectoral agents, and project developers; (ii) the legal impact of climate change on commercial contracts and agricultural production, from the perspective of climate risk allocation, contractual review, and insurance; (iii) the increase in lawsuits involving climate change and greenwashing risks; (iv) the incorporation of innovative technologies that enable cleaner and more efficient industrial production; (v) the growing internalization of the sustainability agenda by the financial market, with the use of methodologies to quantify energy transition risks and the integration of ESG criteria in credit analyses, financings, and labeled instruments. In the realm of sustainability, artificial intelligence, new data analysis technologies, and satellite inspections tend to redefine how companies, governments, suppliers, and consumers handle environmental and regulatory data, enabling more rational and strategic decisions, as well as risk mitigation and the identification of new opportunities. However, it is essential that senior leadership remain attentive to the legal dimension of this transformation, in order to implement efficient solutions for value chain oversight, avoiding exposure to economic, administrative, and criminal sanctions and reputational impacts, which involves reviewing internal governance, reporting flows, data use policies, and contracts with third parties. Thus, 2026 represents less a rupture and more the consolidation and maturation of topics already developed in 2024 and 2025, imposing on companies the obligation to demonstrate clear, effective, and measurable results, through indicators recognized by the market, in the sustainability and climate change agendas. There is a sense of urgency in mitigating transition risks and physical risks, materialized by the new environmental scenario stemming from the climate crisis, such as scarcity of natural resources, water crises, solid waste management, consumer demands for products with a smaller environmental footprint, the impacts of deforestation on international trade, and the protection of biodiversity. HOOK In the 2026 regulatory chessboard, those who cannot prove the environmental integrity of their own value chain cease to be merely an ‘ESG risk’ and become a concrete legal problem. AUTHOR:  Luciana Camponez Pereira Moralles HOOK In the 2026 regulatory landscape, companies that cannot demonstrate the environmental integrity of their own value chain stop being just an “ESG risk” and become a concrete legal problem.
Finocchio & Ustra Sociedade de Advogados - March 3 2026
Dispute resolution

Navigating IP Damages in Brazilian Courts

How Brazilian courts approach IP damages in Brazil and what global companies need to know before pursuing infringement claims. Understanding damage caused by intellectual property (IP) infringement in Brazil is essential for any company expanding into or selling within the country. Protecting brands, inventions, and creative assets is a key component of growth, and Brazilian law provides robust mechanisms to prevent misuse and obtain compensation when rights are violated. In practical terms, courts may issue injunctions to halt the unlawful conduct and award monetary relief based on three primary benchmarks: (1) the rights holder’s actual losses (such as lost sales), (2) the infringer’s profits derived from the violation, or (3) a reasonable royalty representing what a license would likely have cost. These parameters are legally defined, but their application depends on the evidence presented in each case. As Brazilian law provides methods rather than fixed formulas, the final amount may vary. Courts generally consider factors such as the extent and duration of the infringement, the economic impact on the market, and principles of proportionality and reasonableness. Decisions may also consider the economic profiles of the parties, especially when evaluating deterrence and the practical effects of the infringement. Recent case law further shows that misuse of a brand can justify moral (non-economic) damages to reflect harm to reputation, although the amounts vary from case to case. As Brazilian law sets broad methods but not strict formulas, similar disputes may result in different compensations amounts — particularly when evidence of market impact is limited. Furthermore, it is important to understand how courts approach fairness, as awards may be adjusted in light of the parties’ economic profiles, the scale and duration of the misconduct, and the need to deter repetition of the behavior, which explains why similar infringements sometimes yield different outcomes. Regarding loss of profits, courts tend to be more receptive when the claimant presents a clear, data-backed account of what would have occurred in the absence of the infringement, supported by sales histories, pricing and margin records, independent market studies, and evidence connecting customer confusion or diversion to the unauthorized use. When granular data is unavailable, expert analysis can help estimate the infringer’s profits or anchor a reasonable royalty based on comparable licenses and industry standards, which improves credibility and settlement leverage. Timely action is also critical, as acting early reduces ongoing harm, supports injunctive relief, and signals to the court that the business is taking reasonable steps to mitigate losses. For foreign companies, the bottom line is pragmatic: meaningful recovery is possible in Brazil, but predictability depends on evidence and case specifics rather than fixed formulas. The most effective strategy is to build a clear, well-supported record that sets out the value of the IP, documents the nature and scale of the unauthorized use, and quantifies both financial and reputational impacts. Doing so not only improves the prospects of a favorable judgment — whether measured by actual loss, infringer’s profits, or a reasonable royalty — but also strengthens your position in negotiations and helps protect brand integrity through timely injunctions. HOOK Brazilian courts provide solid avenues for IP damage recovery — when supported by strong evidence. Understanding how judges assess these claims is key for foreign companies. See the main strategic insights. AUTORES Raïssa Simenes Martins Fanton — Partner, Civil Litigation Luíza Pattero Foffano — Associate, Civil Litigation
Finocchio & Ustra Sociedade de Advogados - March 1 2026