Brazil

Editor’s notes

2023 presented significant challenges for Brazil’s legal and business landscape, following a tumultuous end to 2022 marked by a closely contested presidential election. Luiz Inácio Lula da Silva of the Workers’ Party returned to the presidency after a 13-year hiatus, narrowly defeating incumbent Jair Bolsonaro in an election that highlighted the country’s deep political divisions. The new administration faced immediate hurdles, with Lula’s inauguration marred by an attempted insurrection as Bolsonaro supporters stormed federal buildings in Brasília. This political instability, coupled with a delicate economic situation both domestically and globally, set the tone for a complex year ahead.

The Brazilian economy grappled with several headwinds, including the multibillion-dollar Americanas accounting scandal, which sent shockwaves through corporate Brazil and raised concerns about systemic risks. High interest rates and a challenging global economic climate further constrained the credit market, impacting Brazilian companies already under pressure.

Despite these obstacles, Brazil’s GDP grew by approximately 3% in 2023, surpassing analyst predictions. By the second quarter of the year, the corporate debt market showed signs of recovery, with issuances normalising after the initial disruption caused by Americanas’ default. Inflation showed signs of easing, interest rates began a gradual decline, and the Brazilian Real started to recover after years of volatility.

In the legal sector, 2023 saw reduced M&A and capital markets activity, though some industries bucked the trend. Agribusiness, banking, transport, and technology demonstrated notable upticks in transactions. The infrastructure and energy sectors  – especially renewable assets – continued to drive deal flow, aligning with the new government’s environmental agenda and energy transition efforts.

However, Brazil’s environmental policies revealed notable contradictions. While deforestation in the Amazon was halved, accompanied by President Lula’s ambitious environmental protection pledges, deforestation in Cerrado — a critical agricultural region — intensified. The government moved forward with establishing a national carbon market, yet oil exploration projects in the Amazon basin remained active.

In parallel, significant progress was made on the economic front with the approval of a long-awaited tax reform aimed at simplifying Brazil’s notoriously complex tax system. The passage of a new fiscal framework balanced the government’s need for revenue with the business community’s desire for more favourable policies. The implementation of new legal frameworks, such as those governing the national carbon market and tax reform, is set to play a crucial role in shaping business transactions going forward.

Looking ahead to 2024, Brazil’s economic growth is expected to slow to 2.1%, as the country grapples with the lingering effects of restrictive monetary policies and efforts to reduce the fiscal deficit. This forecast also takes into account the impact of severe flooding in Rio Grande do Sul, coupled with a return to normal levels of agricultural output. In response, the Lula administration has committed to a gradual fiscal consolidation strategy for the 2024-2026 period, focusing on boosting revenues while carefully managing expenditures.

While cautious optimism prevails among dealmakers, significant challenges remain. Political polarisation, complex fiscal negotiations, and the need for further reforms in the legal and business sectors to adapt to changing global demands continue to present hurdles.

Positive indicators abound, suggesting that Brazil is on a path of recovery both domestically and internationally. Disinflation is progressing faster than anticipated, with the unemployment rate dropping to 7.4% by December 2023 — the lowest since 2015. At the same time, the Lula administration has reinstated key social programmes and launched initiatives to support business and household debt restructuring, which have helped stabilise the economy. On the global stage, Brazil’s recent successes — securing a seat on the UN Security Council, presiding over the G20 in 2024, and preparing to host COP30 in 2025 — signal its potential to reemerge as a major global player.

Amid this evolving landscape, Brazil’s legal market reflects the nation’s broader transformation, hosting a diverse array of firms that cater to both domestic and international clients. The market includes prominent full-service firms like BMA Advogados, Cescon Barrieu, Demarest Advogados, Lefosse Advogados, Machado Meyer Sendacz e Opice Advogados, Mattos Filho, Pinheiro Neto Advogados, TozziniFreire, and Veirano Advogados.

Despite the restrictions imposed by the Brazilian Bar Association on close collaboration between domestic and international firms, Brazil’s legal sector has seen the rise of several successful international associations. These include Trench Rossi Watanabe (associated with Baker McKenzie LLP), Tauil & Chequer Advogados (tied with Mayer Brown), Campos Mello Advogados, Vella Pugliese Buosi e Guidoni Advogados (in alliance with Dentons), and, more recently, FAS Advogados, in cooperation with CMS.

Further enriching the legal scene are strong boutique firms that specialise in key areas such as dispute resolution, intellectual property, labour law, white-collar crime, antitrust, and environmental law, among others. Notable examples include Ferro, Castro Neves, Daltro & Gomide Advogados, Bermudes Advogados, Dannemann Siemsen Advogados, Kasznar Leonardos Intellectual Property, Gusmão & Labrunie, Davi Tangerino & Rafael Fonseca Advogados, Iokoi, Paiva, Jonasson e Scalzaretto Advogados, Grinberg Cordovil Advogados (GCA), and Milaré Advogados.

At the same time, Brazil continues to attract the attention of international law firms, many of which maintain offices in the country to serve the growing demand for cross-border expertise. Firms such as Cleary Gottlieb Steen & Hamilton, A&O Shearman, Norton Rose Fulbright, Simpson Thacher & Bartlett LLP, Jones Day, Paul Hastings LLP, and Gunderson Dettmer LLP (see: Latin America: International firms) have established a presence, with the latest arrival being Greenberg Traurig, which opened a São Paulo office in September 2024.

The Legal 500 rankings further underscore the strength of Brazil’s legal market, particularly emphasising the dominance of national law firms with offices in São Paulo and Rio de Janeiro. These two cities remain the primary hubs of legal activity, where firms showcase expertise across a wide range of sectors and practice areas, from corporate law to dispute resolution.

Beyond these economic powerhouses, the Legal 500’s City Focus section casts a spotlight on the legal work undertaken outside the country’s main centres, highlighting the growing influence of local markets, from Manaus in the North to Porto Alegre and Curitiba in the South, and across cities like Brasília, Belo Horizonte, Recife, and Salvador. This year, the rankings were expanded to include a focus on the Fortaleza and Campinas markets. This wider assessment provides a more detailed view of Brazil’s diverse legal landscape, highlighting that while São Paulo and Rio de Janeiro continue to dominate, regional markets are increasingly emerging as key players on the national legal stage.

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Release II Congresso Brasileiro de Direito Administrativo Sancionador

On twenty-second of August, I have the honour of marking a milestone beyond my professional career — the 25th anniversary of the book Sanctioning Administrative Law — with an unprecedented lecture at the II Congresso Brasileiro de Direito Administrativo Sancionador (Brazilian Congress on Sanctioning Administrative Law), organised by IDASAN, to be held at the AASP headquarters. Lecture theme: Objective and Subjective Responsibility in Sanctioning Administrative Law More than merely a technical-legal domain, Sanctioning Administrative Law also reflects the ethical-institutional nature of the state’s punitive power. In this lecture, I propose reflections that transcend the boundaries of legal dogmatics: What is the meaning of legal responsibility in the 21st century? Which values should guide the state’s sanctioning function? How should the state’s punitive claims be oriented within a Democratic Rule of Law? This is a journey to reclaim the ethical purpose behind the exercise of power. It is not merely about punishing, but understanding, guiding, restoring, and protecting the dignity of institutions and individuals. To register, simply visit the IDASAN website: https://idasan.com.br/ii-congresso-brasileiro-de-direito-administrativo-sancionador#ingresso #FábioMedinaOsório #IDASAN #SanctioningAdministrativeLaw #Lecture
Medina Osorio Advogados - July 22 2025
Intellectual property

Brazilian PTO establishes rules for the recognition of acquired distinctiveness in trademarks

Brazil has made an important advancement in harmonizing its trademark system with international standards. On June 10, 2025, the Brazilian Patent and Trademark Office (BPTO) published Ordinance No. 15/2025, which formally introduces the concept of acquired distinctiveness (also known as “secondary meaning”) into Brazil’s trademark prosecution system. This reform opens new possibilities for companies whose marks, while initially lacking inherent distinctiveness, have gained recognition through use in the market. Under Brazil’s Industrial Property Law (BIPL), the registrability of a trademark has traditionally been based on its inherent distinctiveness. Signs that are descriptive, generic, or commonly used in reference to a product or service were historically ineligible for registration. However, Brazilian courts have occasionally upheld trademarks that have become associated with a specific company in the marketplace, even if they were initially considered descriptive. Despite this judicial flexibility, the BPTO did not have a formal procedure to recognize acquired distinctiveness, and claims of secondary meaning were often dismissed due to the absence of a clear regulatory framework. Ordinance No. 15/2025 now provides a structured mechanism for applicants to demonstrate acquired distinctiveness. The regulation, effective November 28, 2025, amends Ordinance No. 08/2022 and creates Chapter XVI-A, which specifically addresses the examination of acquired distinctiveness. Under the new framework, applicants can submit evidence of acquired distinctiveness at different stages of the application process, including at the time of filing, within 60 days after publication in the Official Gazette, or in response to a rejection, opposition, or administrative nullity action. For pending applications or registrations under dispute, a 12-month window will allow applicants and owners to request the examination of acquired distinctiveness beyond the usual timeframes. This transitional provision provides an opportunity to demonstrate secondary meaning for marks that may have been facing challenges based on lack of inherent distinctiveness. The evidence required to establish acquired distinctiveness includes proof of continuous use of the mark for at least three years and evidence that a significant portion of the Brazilian public recognizes the mark as identifying the applicant as the source of the goods or services. Third-party documents, such as market research or independent surveys, are recommended to support these claims, although consumer surveys are not explicitly required. The introduction of acquired distinctiveness into the BPTO’s regulatory framework represents a significant step forward for trademark law in Brazil. This reform aligns Brazil with international best practices, offering companies the chance to protect marks that have gained distinctiveness through market recognition, including descriptive terms and non-traditional marks. It also reflects the BPTO’s commitment to modernizing Brazil’s trademark system and ensuring it remains responsive to the evolving nature of branding in the global marketplace. By José Roberto de Almeida and Jéssica Lima July 21, 2025  
Bhering Advogados - July 22 2025
Digital Business

Digital Inheritance: The Future of Estate Planning

Estate planning aims to ensure the proper transfer of assets, preventing disputes and protecting property. When it comes to digital assets, such as social media accounts, cloud-stored files, and email accounts, the complexity increases due to technical and legal factors, including online access and the intangible nature of these assets. Without a strategy for managing digital assets, heirs may face difficulties accessing essential accounts or risk losing valuable resources, such as cryptocurrencies. One essential solution is the creation of a digital inventory, which should contain a detailed list of all digital accounts, including login credentials, passwords, and other necessary access information. It is also crucial to establish guidelines for the management of these assets through a digital will, specifying how the digital estate should be administered. Brazilian legislation on digital inheritance is still in the process of adaptation. Currently, there are no comprehensive regulations governing the succession of digital assets, and each platform has its own policies. Some allow for the deletion of profiles, others provide the option to appoint a legacy contact to manage accounts, and cryptocurrencies require strict control over private keys. This underscores the need for a well-structured estate plan, supported by specialized legal counsel, to ensure that the deceased’s wishes are honored and that heirs can properly manage digital assets.    
Elias, Matias Advogados - June 11 2025
Tax advisory

Impact of Tax Reform on Contracts

The tax reform represents a significant change in the Brazilian tax system, potentially affecting pricing, risk allocation, and, most notably, contractual obligations. The replacement of taxes such as PIS, COFINS, ICMS, and ISS with the Value-Added Tax (VAT), in the forms of CBS (federal) and IBS (state/municipal), alters the taxation of goods and services, requiring a review of business contracts to reassess clauses related to tax pass-through and price adjustments. In Articles of Incorporation, the taxation of dividends and profit distribution must be reevaluated, as many companies are structured based on the exemption of these taxes. It will be essential to analyze whether this structure remains advantageous or if adjustments are necessary to ensure compliance with the new legislation. For instance, companies previously transferred assets to partners without taxation due to the existing exemption; however, such transactions will now be treated as sales, ensuring the collection of IBS and CBS. Consequently, asset-holding structures and dividend distribution methods will need to be reassessed, as the use of assets to “compensate” partners will now entail the tax burden of IBS and CBS. The reform also impacts companies under the Simples Nacional tax regime by expanding the definition of gross revenue and including previously exempt revenue sources, thereby increasing the tax burden. Furthermore, micro and small businesses will no longer be allowed to have branches or representatives abroad. Another critical aspect is the increased risk of litigation, as changes in tax payment responsibilities may lead to disputes over contractual balance, particularly in agreements executed before the reform. Companies that fail to revise their contractual clauses may encounter difficulties renegotiating prices or passing on additional costs, increasing the likelihood of judicial disputes or arbitration proceedings. To mitigate these risks, it is essential for businesses to seek legal counsel to review existing contracts and draft new provisions aligned with the new tax framework. Thus, the reform demands careful attention to contractual implications to reassess existing clauses, mitigate risks, and prevent unforeseen financial impacts. Although the adaptation process is challenging, it presents an opportunity to enhance corporate and contractual structures, ensuring that companies are well-positioned to thrive in the new tax landscape.
Elias, Matias Advogados - June 11 2025